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EXHIBIT 1.2
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
[CHINA MOBILE LOGO]
CHINA MOBILE (HONG KONG) LIMITED
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
INVESTMENT BY HEWLETT-PACKARD COMPANY
IN ASPIRE HOLDINGS LIMITED,
BUSINESS ALLIANCE BETWEEN
HEWLETT-PACKARD COMPANY AND
ASPIRE HOLDINGS LIMITED
AND
CONNECTED TRANSACTIONS BETWEEN ASPIRE HOLDINGS LIMITED
AND EACH OF CHINA MOBILE (HONG KONG) LIMITED
AND CHINA MOBILE COMMUNICATIONS CORPORATION
Aspire Holdings Limited, ("Aspire"), a subsidiary of China Mobile (Hong Kong)
Limited (the "Company"), has, on 10 January 2001, entered into:
(a) a Subscription and Shareholders Agreement with, inter alia, Hanover
Asia-Pacific Investments Limited ("Hanover") (an indirect wholly-owned
subsidiary of Hewlett-Packard Company ("HP")); and
(b) a Business Alliance Agreement with HP.
Both Hanover and HP are independent third parties not connected with any
directors, chief executives or substantial shareholders of the Company or any of
its subsidiaries or any of their respective associates.
Pursuant to the Subscription and Shareholders Agreement, Hanover has agreed to
invest in Aspire and subscribe for up to a 7 per cent. interest of the enlarged
issued ordinary share capital of Aspire in cash for a maximum total subscription
price of US$35 million (equivalent to approximately HK$272.3 million).
Pursuant to the Business Alliance Agreement, HP and Aspire intend to enter into
a mutually beneficial strategic relationship. Aspire will engage HP as a
preferred supplier for hardware and related services that are required for the
Aspire's Services (as defined below) as part of a broad range of strategic
initiatives, if such products and services are of same or better quality and
pricing terms as other competing products or services, as determined by the
Chief Executive Officer of Aspire. HP will treat Aspire and its subsidiaries as
its preferred customers.
Following commercial negotiations and having made considerable efforts, Aspire
has also entered into a MISC (Mobile Information Service Centre) Platform
Development Master Agreement (as defined below) with each of the Company and
China Mobile Communications Corporation ("CMCC"). Pursuant to these agreements,
Aspire will provide the Company and CMCC with wireless data solution
development, system and gateway integration services, hardware, software and
system development, technical support and software provision that are relating
to wireless data, and co-develop with the Company and CMCC wireless data
application services.
The two MISC Platform Development Master Agreements and transactions
contemplated thereunder will constitute connected transactions under Rule
14.23(1)(a) of the Rules Governing the Listing of Securities (the "Listing
Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The
Board considers that the entering into of these two agreements may constitute
price-sensitive information and therefore, the details of these agreements are
disclosed in this announcement.
According to the Platform Development Master Agreements, the Company and CMCC
will pay Aspire equipment charges, systems integration fees, software licensing
fees, technical support fees and/or major overhaul charges, which will be
determined according to standards laid down by the relevant governmental
departments and/or by reference to market rates. The actual annual amounts
payable by CMCC and the Company to Aspire pursuant to each of the two Platform
Development Master Agreements have not been fixed. The Company will comply with
the requirements of Chapter 14 of the Listing Rules, including the publication
of further announcements (where applicable), when such amounts are determined.
The Board considers Aspire to be a critical part of the Company's overall
strategy to capture the fast growing wireless data sector in China, and is
expected to broaden the Group's average revenue per user ("ARPU") sources and
provide further growth momentum of the Group's subscriber base. In addition, the
Company will also benefit from Aspire's expected fast growing revenue stream
generated from providing different wireless data service solutions, such as
systems and gateway integration service fees, software licensing fees, and
wireless solution fees for e-corporate customers.
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The board of directors (the "Board") of China Mobile (Hong Kong) Limited (the
"Company", together with its subsidiaries, the "Group") announces that following
extensive commercial negotiations and having made considerable efforts, Aspire,
a subsidiary of the Company, has, on 10 January 2001, entered into:
(a) a Subscription and Shareholders Agreement with, inter alia, Hanover;
(b) a Business Alliance Agreement with HP; and
(c) a MISC (Mobile Information Service Centre) Platform Development Master
Agreement with each of the Company and CMCC, respectively.
Both Hanover and HP are independent third parties not connected with any
directors, chief executives or substantial shareholders of the Company or any of
its subsidiaries or any of their respective associates.
ASPIRE HOLDINGS LIMITED
Aspire focuses primarily on systems integration, product development (in
particular, software development) and technical support in relation to mobile
data systems and related applications in the People's Republic of China (the
"PRC").
Aspire intends to provide wireless data and internet enabling technologies,
applications and service platforms, and in particular, systems integration
services for mobile data systems, and the construction, maintenance and support
of the website portal "Monternet" of the Group and CMCC, software development,
licensing and support services for wireless operators in the PRC, systems
integration for on-line merchants and content providers, and wireless solutions
for e-corporates in the PRC and other related services (together, the "Aspire's
Services"). As the Company's vehicle to develop wireless data service solution,
Aspire will initially target the provincial mobile network operators of the
Group and CMCC, which jointly had over 63 million subscribers by November 2000.
It is intended that Aspire will also provide such services to other mobile
network operators in China, as well as wireless content and application
providers to tap China's huge mobile subscriber base. In the longer term,
Aspire's target customers will also include enterprise customers outsourcing
wireless data services in China.
The Board believes that wireless data in China has enormous growth potential
because of the high growth of mobile subscribers, especially in the coastal
areas, but the internet penetration is low. The Board considers Aspire to be a
critical part of the Company's overall strategy to capture the fast growing
wireless data sector in China, and is expected to broaden the Group's ARPU
sources and provide further growth momentum of the Group's subscriber base. In
addition, the Company will also benefit from Aspire's expected fast growing
revenue stream generated from providing different wireless data service
solutions, such as systems and gateway integration service fees, software
licensing fees, and wireless solution fees for e-corporate customers.
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SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
Date: 10 January 2001
Parties: 1. The Company
2. ASP Investment Holdings Limited ("ASP")
3. Hanover
4. Aspire
The Company and ASP are the existing shareholders of Aspire having,
respectively, 80 per cent. and 20 per cent. interest in the issued ordinary
share capital of Aspire. ASP is an independent third party not connected with
any directors, chief executives or substantial shareholders of the Company or
any of its subsidiaries or any of their respective associates. ASP is an
affiliate of Merrill Lynch (Asia Pacific) Limited, which is the financial
adviser to Aspire.
MAJOR TERMS OF THE AGREEMENT:
Pursuant to the Subscription and Shareholders Agreement, Hanover (an indirect
wholly-owned subsidiary of HP) agrees to subscribe for up to 7 per cent. of the
enlarged issued ordinary share capital of Aspire in cash for a maximum total
subscription price of US$35 million. Hanover will initially subscribe for
13,489,318 ordinary shares of par value of HK$0.10 in the share capital of
Aspire (representing 1.7 per cent. of the issued ordinary share capital in
Aspire immediately after the issue of such shares) in cash at an initial
subscription price of US$8.5 million (equivalent to approximately HK$66.1
million and representing approximately HK$4.90 per ordinary share) upon the
satisfaction of certain conditions precedent. All of Hanover's subscription of
the shares in Aspire (up to 7 per cent. of the enlarged issued ordinary share
capital of Aspire) will be at the same per share issue price. It is the
intention of the shareholders of Aspire that additional strategic investors will
make investments in Aspire. For the period of one year after the date of the
Subscription and Shareholders Agreement, Hanover will subscribe for additional
shares in Aspire whenever additional investors subscribe for shares in Aspire
such that the maximum shareholding of Hanover in Aspire is 7 per cent. of the
enlarged issued ordinary share capital of Aspire at a maximum amount of US$35
million. After Hanover and additional strategic investors (if any) have made
further investments in Aspire, the Company's interest in Aspire will decrease
from its current level but it is intended that Aspire will remain a subsidiary
of the Company.
In addition, the Company agrees to subscribe for the entire redeemable
preference stock in Aspire at US$20 million (equivalent to approximately
HK$155.6 million) in cash. The redeemable preference stock entitles the Company
to a cumulative preferential dividend of 10 per cent. per annum on the amount
invested. The redeemable preference stock will be redeemed at the amount
invested plus any cumulative dividend unpaid at the time of redemption. The
terms of the subscription of the redeemable preference stock by the Company are
based on arm's length negotiations between the Company and Aspire.
CONDITIONS FOR COMPLETION OF THE AGREEMENT:
The Subscription and Shareholders Agreement is conditional upon (a) the
execution of the Business Alliance Agreement by HP and Aspire; (b) approval of
the board of directors of Aspire, ASP and Hanover; and (c) the obtaining of all
necessary approvals of Aspire and HP for the entering into of the Business
Alliance Agreement. Completion of the subscription by Hanover and the Company of
shares in Aspire under the Subscription and Shareholders Agreement will take
place on 17 January 2001 or such other date as agreed between the Company, ASP
and Hanover.
The investments of the Company and Hanover in Aspire will be used to fund any
capital requirements necessary for Aspire to carry on, expand or develop the
business of Aspire.
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BUSINESS ALLIANCE AGREEMENT
Date: 10 January 2001
Parties: 1. Aspire
2. HP
MAJOR TERMS OF THE AGREEMENT:
Pursuant to the Business Alliance Agreement, HP and Aspire intend to enter into
a mutually beneficial strategic relationship. Aspire will engage HP as a
preferred supplier for hardware and related services that are required for the
Aspire's Services as part of a broad range of strategic initiatives, if such
products and services are of same or better quality and pricing terms as other
competing products or services, as determined by the Chief Executive Officer of
Aspire. In return, HP will treat Aspire and its subsidiaries as its preferred
customers, which entitles Aspire and its subsidiaries to be offered the best
customer price and financing options for HP's products and services that are
available under HP's preferred partner programs prevailing in the PRC. Both
parties intend to enter into further discussions and agreements in the areas of
licensing and technical assistance, joint research and development, joint sales
and marketing and reselling of wireless data-related system integration and
software development services.
CONNECTED TRANSACTIONS
PLATFORM DEVELOPMENT MASTER AGREEMENT WITH THE COMPANY
Date: 10 January 2001
Parties: 1. The Company
2. Aspire
PLATFORM DEVELOPMENT MASTER AGREEMENT WITH CMCC
Date: 10 January 2001
Parties: 1. CMCC
2. Aspire
MAJOR TERMS OF THE TWO PLATFORM DEVELOPMENT MASTER AGREEMENTS:
Pursuant to the two Platform Development Master Agreements, Aspire will provide
the same services to the Company and CMCC. The services provided to the Company,
CMCC and their respective mobile telecommunications subsidiaries in various
provinces (municipalities and autonomous regions) in the PRC relate to their
respective MISC platform (including unified messaging applications and
e-commerce applications). For this platform, Aspire will provide system and
gateway integration services, hardware, software and system development
(including development of applications), technical support and major overhaul
services. It is expected that the completed MISC China Mobile wireless data
information service platform will be able to provide data related value added
services like Internet service, virtual machine, STK, stock trading, mobile
banking, IOD, ICQ, prepaid services, entertainment and other information.
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According to the Platform Development Master Agreements, the Company and CMCC
will pay Aspire equipment charges, systems integration fees, software licensing
fees, technical support fees and/or major overhaul charges, which will be
determined according to standards laid down by the relevant governmental
departments and/or by reference to market rates. Details of the services will be
governed by contracts to be negotiated and entered into by Aspire and the
relevant subsidiaries of the Company and CMCC in accordance with the terms of
the Platform Development Master Agreements. The actual annual amounts payable by
CMCC and the Company to Aspire pursuant to each of the two Platform Development
Master Agreements have not been fixed. The Company will comply with the
requirements of Chapter 14 of the Listing Rules, including the publication of
further announcements (where applicable), when such amounts are determined.
MISC PLATFORM
The MISC Platform is a standardised nationwide platform for wireless data in the
PRC. It is expected that the roll out of the MISC platform will start in some of
the major coastal provinces in early 2001. The MISC Platform will provide a
standardised environment for all wireless data applications and services to run
on in serving subscribers of the Group and CMCC. The standardised environment
should encourage the development of various applications and software by
different content providers and third parties, thereby stimulating the usage and
subscription of mobile data applications.
OTHER INFORMATION
As CMCC owns 100 per cent. economic interest of China Mobile (Hong Kong) Group
Limited which in turn through China Mobile Hong Kong (BVI) Limited owns
approximately 75.58 per cent. of the Company, CMCC is an indirect controlling
shareholder of the Company. Aspire is a subsidiary of the Company. The two MISC
Platform Development Master Agreements and transactions contemplated thereunder
will constitute connected transactions under Rule 14.23(1)(a) of the Listing
Rules. The Board considers that the entering into of these two agreements may
constitute price-sensitive information and accordingly, the details of these
agreements are disclosed in this announcement.
For your convenience, unless otherwise stated or the context requires otherwise,
this announcement contains translations between Renminbi amounts and Hong Kong
dollars at RMB1.06 = HK$1.00, and between Hong Kong dollar amounts and U.S.
dollars at HK$7.78 = US$1.00.
By order of the Board
CHINA MOBILE (HONG KONG) LIMITED
Wang Xiaochu
Chairman
Hong Kong, 10 January 2001
