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Exhibit 2.1
CHINA MOBILE HONG KONG (BVI) LIMITED
LOCK-UP AGREEMENT
October 31, 2000
CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED
GOLDMAN SACHS (ASIA) L.L.C.
MERRILL LYNCH FAR EAST LIMITED
As the global coordinators in the Global Share Offering and
CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED
GOLDMAN SACHS (ASIA) L.L.C.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
As the several underwriters in the Global Note Offering
c/o China International Capital Corporation
(Hong Kong) Limited
R4302, 43/F, Central Plaza
18 Harbour Road, Wanchai
Hong Kong;
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen's Road Central
Hong Kong; and
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
North Tower,
World Financial Center
New York, New York 10281-1209
Dear Sirs:
We understand that you propose to underwrite a global offering (the "Global
Share Offering") of American Depositary Shares ("ADSs") representing Ordinary
Shares, par value HK$0.10 per share ("Shares") of China Mobile (Hong Kong)
Limited, a company incorporated with limited liability under the laws of the
Hong Kong Special Administrative Region of the People's Republic of China (the
"Company"), and a global offering (the "Global Note Offering") of 2.25%
convertible notes due 2005 ("Notes") of the Company. In consideration therefor,
and in recognition of the benefits
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that will accrue to the undersigned as a result thereof, the undersigned hereby
irrevocably agrees that, without the prior written consent of China
International Capital Corporation Limited, Goldman Sachs (Asia) L.L.C. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the joint global
coordinators and bookrunners in the Global Share Offering and as the several
underwriters in the Global Note Offering, the undersigned will not, during the
period beginning from the date hereof and continuing to and including 180 days
after the date of the U.S. Prospectus (the "Lock-up Period"):
(i) offer, sell, contract to sell, hedge, or otherwise dispose of
(A) any Notes, any shares of Stock or ADSs or any securities of the Company
which are substantially similar to the Notes or shares of Stock or ADSs or
which are convertible into or exchangeable or exercisable for, or represent
the right to receive, any Notes, shares of Stock or ADSs or securities of
the Company which are substantially similar to the Notes or shares of Stock
or ADSs or (B) any of its own shares or similar securities; or
(ii) publicly announce an intention to take any of the actions set
forth in (i) above.
The undersigned further agrees to cause the Company to not offer, sell,
contract to sell, hedge, or otherwise dispose of, during the Lock-up Period, any
Notes, any shares of Stock or ADSs or any securities of the Company which are
substantially similar to the Notes or shares of Stock or ADSs or which are
convertible into or exchangeable or exercisable for, or represent the right to
receive, any Notes, shares of Stock or ADSs or securities of the Company which
are substantially similar to the Notes or shares of Stock or ADSs.
The Company and its registrar for the Shares and the Notes are hereby
authorized to enforce this agreement by refusing to permit transfers which may
violate this agreement.
This agreement will not apply to (i) any issuance of shares of Stock upon
conversion of any Notes or under any employee share option plans of the
undersigned or the Company in existence on the date hereof or (ii) any stock
borrowing undertaken pursuant to the Overseas Securities Lender's Agreement
between the undersigned and Goldman Sachs International, dated October 28, 1999,
as supplemented by the Hong Kong Stock Addendum.
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Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Underwriting Agreement (U.S./International Version),
dated October 31, 2000, among the Company and the Representatives of the several
Underwriters named in Schedule I thereto.
Very truly yours,
CHINA MOBILE HONG KONG (BVI) LIMITED
By: /s/ Wang Xiaochu
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Name: Wang Xiaochu
Title: Chairman of the Board
and President
