Supplementary Agreement Format
Supplementary Agreement Format
Supplementary Agreement Format
26
and
SUPPLEMENTARY AGREEMENT
TO
This Supplementary Agreement to Commercial Pricing Agreement (the “Agreement”) is entered into by and
between the following two parties on 31 January 2018 in Beijing, China:
(1) China Mobile Communication Co., Ltd., a company incorporated under the laws of the People’s Republic
of China with limited liability (“Party A” or “CMC”), whose registered office is at 29 Jinrong Street,
Xicheng District, Beijing, and whose legal representative is Shang Bing;
(2) China Tower Corporation Limited, a joint stock company with limited liability incorporated under the
laws of the People’s Republic of China (“Party B” or “China Tower”), whose registered office is at 19/F,
73 Fucheng Road, Haidian District, Beijing, and whose legal representative is Liu Aili;
(together, the “Parties” and, individually, a “Party”).
WHEREAS:
On 8 July 2016, the Parties entered into the Commercial Pricing Agreement. Pursuant to the Commercial Pricing
Agreement, their respective provincial subsidiaries entered into Provincial Service Agreements I.
THEREFORE, upon mutual negotiations and discussions on an arm’s length basis, the Parties hereby agree on
supplementary provisions to the Commercial Pricing Agreement as follows:
1. The pricing of tower products stated in Annex 1 Product Catalogue and Pricing of the Agreement shall be
adjusted, including: cost markup rate shall be adjusted from 15% to 10%; the sharing discount rate for
base price applicable to towers shared by two lessees shall be increased from 20% to 30%, and that
applicable to towers shared by three lessees shall be increased from 30% to 40%, with the extra 5%
discount entitled by the first occupier unchanged; for certain provinces, the adjustment coefficient to
reflect difference of standardized construction costs of new tower products in different geographical areas
and the discount rate applicable to Acquired Telecommunications Towers shall be adjusted; the existing
sharing discount policy shall be extended to 31 December 2019, upon which time the Parties shall
negotiate the pricing terms in this regard. See Annex 1 to the Agreement for details.
2. The adjusted Product Catalogue and Pricing shall be effective from 1 January 2018 and acknowledged by
the respective provincial companies or municipal companies of the parties by entering into Product and
Service Confirmation Letters or Batch Lease Forms.
3. The term of the Agreement shall be five years, effective from 1 January 2018 and expiring on 31
December 2022. Prior to expiry, the Parties shall negotiate the pricing terms thereafter.
4. The Agreement and its annexes shall constitute important supplements to the Commercial Pricing
Agreement. The provisions in this Agreement and its annexes shall prevail over any and all prior oral or
written consultation, agreement and arrangement in any form entered into by the Parties and their
subsidiaries, to the extent inconsistent. Matters not specified hereunder shall continue to be governed by
other agreements or arrangements between the Parties.
5. The Agreement shall become effective from the date when it is executed by the legal representatives or
authorized representatives and stamped with the respective corporate seals of the Parties.
6. The Agreement is written in Chinese and shall be executed simultaneously in six counterparts, each of
which shall be deemed to have the same binding legal effects. Each Party shall hold three copies.
(No text below and the signature pages to the Supplementary Agreement to the Commercial Pricing Agreement
between China Mobile Communication Co., Ltd. and China Tower Corporation Limited (No.Yi You Xian Cai
[2018]10) to follow)
Party A:
China Mobile Communication Co., Ltd (chop)
Party B:
The original:
“Considering that the construction costs vary in different provinces of China, the 31 provinces are divided into four
categories. The following coefficients shall be applied to the adjustment of construction costs based on the national
standardized construction costs:
Category 1: Inner Mongolia, Liaoning, Jiangsu, Jilin, Zhejiang, Sichuan, Heilongjiang, Anhui, Henan, Shanxi,
Guangxi, Fujian, Hunan, Hubei, Gansu, Guangdong, Hainan and Xinjiang, 18 provinces in total, for which the
adjustment coefficient is 1.0;
Category 2: Hebei, Chongqing, Shandong, Shaanxi, Jiangxi, Guizhou and Yunnan, seven provinces in total, for
which the adjustment coefficient is 0.9;
Category 3: Beijing, Tianjin and Ningxia, three provinces in total, for which the adjustment coefficient is 1.1;
Category 4: Shanghai, Tibet and Qinghai, three provinces in total, for which the adjustment coefficient is 1.86 for
Shanghai, 2.38 for Tibet and 1.26 for Qinghai, respectively, consistent with the pricing of Acquired Towers.”
V. Adjustment Mechanism
The original:
“To take into account factors such as inflation, the Parties shall adjust the maintenance expense and the site cost for
the year with reference to the prior year’s CPI (Consumer Price Index) published by the national statistical authority.
Such adjustment shall be effective from January 1st of the year and applied retrospectively.
Should there be significant fluctuations in the real estate market or steel prices, the Parties shall negotiate and make
adjustments to site cost, product prices and others accordingly.
Upon the expiration of the useful lives of depreciation (10 years) of towers, the Parties shall negotiate separately the
applicable adjustments based on the actual business operation of China Tower.
If there is any material change in the actual business operation of China Tower, such as the share rate, construction
cost and profit differing from the forecast in 2016, the pricing mechanism hereunder shall be adjusted by the end of
2016.”