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Exhibit 2.3
CHINA MOBILE COMMUNICATIONS CORPORATION
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 law 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 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
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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 shares of China Mobile (Hong Kong) Group Limited, a corporation
organized under the laws of Hong Kong and an indirect majority shareholder
of the Company ("CMGL"), or any securities which are convertible into or
exchangeable or exercisable for, or represent the right to receive, shares
of CMGL 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 its direct and indirect
subsidiaries 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.
CMGL and its share registrar 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 corporate
reorganization undertaken by the undersigned or CMGL during the Lock-up Period;
provided that any entity resulting from such reorganization that directly or
indirectly holds shares in CMGL, China Mobile Hong Kong (BVI) Limited or the
Company shall enter into an agreement with the Underwriters in substantially the
same form as this agreement or (iii) any stock borrowing undertaken pursuant to
the Overseas Securities Lender's Agreement between China Mobile Hong Kong (BVI)
Limited 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 COMMUNICATIONS CORPORATION
By: /s/ Zhang Ligui
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Name: Zhang Ligui
Title: President
