EX-4.27


   

 

Exhibit 4.27

 

 


   

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9
August 2019 in Chongqing:
  

	The
 Vendor: Chongqing Communication Services Company Limited (“Party A”)
 Legal Person: YIN Xianzhi
 Address: Tower 1-2, 619 Hong Mian Avenue, North New District, Chongqing

 

	The Purchaser:
China Mobile Group Chongqing Company Limited (“Party B”)
 Legal Person: YIN Xianzhi
 Address: 2 Xing Guang San Road, Yu Bei District, Chongqing
  


 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  



	1.	The Subject Matter


 
 

	 	1.1	The sale assets under this Agreement (hereinafter the “Sale
Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the
“Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 
	 	 	 
	2.	Consideration and Payment
	 	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United
Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 55,832,330.44 after taxation. 
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration
procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 55,832,330.44 after taxation. 
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt
indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3%, 5% and 13% when Party B pays Party A any consideration under this Agreement. 


 
 
 

  


 


  

 


  

	 	2.4	Bank account
information of Party A and Party B are as follows:

 

Party A’s name: Chongqing Communication Services Company
Limited 
 TIN: 91500000203293683J

Bank account name: Chongqing Communication Services Company
Limited 
 Bank name: ICBC Daping Branch 

Bank account: 3100024309022121444 

Address: Tower 1-2, 619 Hong Mian Avenue, North New District,
Chongqing 
 Telephone: 023-61670925 

 

Party B’s name: China Mobile Group Chongqing Company
Limited 
 TIN: 91500000736550152I 

Account Name: China Mobile Group Chongqing Company
Limited 
 Bank name: ICBC Daping
Branch  
 Bank account:
3100024309005402048 
 Address: 2 Xing Guang San Road, Yu
Bei District, Chongqing 
 Telephone no.:
023-61670176

	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party
A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both
Parties. 
	 	 	 
	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within the year of 2019 upon the Completion Date hereunder and bear the relevant expenses. 
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and
interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related
to the relevant assets and bear the relevant expenses. 
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 


 
 
 

  


 


  

 


  

	 	3.5	The Sale Assets and related information are under common custody of Party
A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer
and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of
Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws
and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing. 
	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer
of the Sale Assets under this Agreement according to laws and regulations. 
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is Chongqing Communication Services Company Limited, which is duly
incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its
existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions. 
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities,
Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties
in writing, oral or any other forms. 
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the
original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 


 
 
 

  


 


  

 


  

	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of
all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale
Assets shall remain valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is China Mobile Group Chongqing Company Limited, which is duly incorporated
and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with
its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions. 
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount,
truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the
Sale Assets as it is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall
constitute a default. The default party shall make compensation to the other party for its actual losses incurred. 
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other
Articles of this Agreement with respect to default liabilities, the particular provision shall prevail. 
	 	 	 
	 	6.3	In case any third party claims occur after the Completion Date but arising
out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party
Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts
of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle
and bear its full responsibilities.

  
 
 

  


 


  

 


  

	 	 	

In case any actual or potential disputes, claims or law suits in
relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities,
judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	If earthquake,
typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

	 	 	 
	 	7.2	If a force majeure
event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force
majeure, though. 

	 	 	 
	8.	Effectiveness
	 	 
	 	This
Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties. 

	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law. 

	 	 	 
	 	9.2	Any dispute arising
out of the performance of or in connection with this Agreement shall be submitted to Chongqing Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration
procedures shall be final and binding on both Parties. 

	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of
this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 

	 	 	 
	 	10.2	After this
Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 



 
 
 

  


 


  

 


  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix
constitutes an inseverable part of this Agreement. 

	 	 	 
	 	11.2	Both Parties shall
keep the content of this Agreement and its appendices confidential. 

	 	 	 
	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 

	 	 	 
	 	11.4	This Agreement is
executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity. 



 

(Reminder of this page intentionally left blank)

 

	The
 Vendor: Chongqing Communication Services Company Limited (chop)
  
 Legal Person or legal representative: /s/ PAN Feng
 Date: 9 August 2019
  

	The Purchaser:
China Mobile Group Chongqing Company Limited (chop)

 

Legal Person or legal representative: /s/ ZHANG Zili

Date: 9 August 2019




  
 
 

  


 


  

 


  
 CMFJ-201900893
  
 Assets Transfer Agreement
  

	The
 Vendor: Fujian Xunjie Communication Technology Service Co., Ltd. (“Party A”)
 Legal Person: LIU Jian
 Address: 10# Floor, 89 Ruan Jian Avenue, Wu Feng Street, Gu Lou District, Fuzhou

 

	The Purchaser:
China Mobile Group Fujian Company Limited (“Party B”)
 Legal Person: LIU Jian 
 Address: 140 Hu Dong Road, Fuzhou, Fujian
 


  

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable
consultation, both Parties have concluded the following agreements.
  



	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G
equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof. 
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the
Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total
consideration was determined subject to appraised value, which is RMB 187,918.35 after taxation. 
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off
payment in cash to Party A the total consideration of RMB 187,918.35 after taxation. 
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the
aggregate after-taxation consideration at the tax rate of 3% when Party B pays Party A any consideration under this Agreement. Otherwise, Party B is entitled to delay the payment without bearing any responsibilities. 


 
 
 

  


 


  

 


  

	 	2.4	 Both Parties’ designated bank information for settlement are as follows: 

 
 The Vendor: Fujian Xunjie
Communication Technology Service Co., Ltd. 
 Bank account name: Fujian Xunjie Communication Technology Service Co., Ltd 

Bank name: Fujian Industrial Bank Fuzhou Yang Qiao Branch 

Bank account: 117200101400005942 

TIN: 9135000015816059X4 

 
 The Purchaser: China Mobile
Group Fujian Company Limited 
 Bank account Name: China Mobile Group Fujian Company Limited 

Bank name: China Mobile Group Finance Co., Ltd. 

Bank account: 8888015900000014 

 
 A Party shall inform the other
Party in writing 10 days in advance if the above accounts need to be changed. If one Party fails to inform the other Party in accordance with the provision hereof and causes losses, the Party shall compensate the other Party. 

	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in
Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

	 	 	 
	 	3.2	 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance
with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and
bear the relevant expenses.

	 	 	 
	 	3.3	 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not
limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant
expenses. 

	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject
matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and
resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such
contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B.
Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

  


 

  


 


  

 


  

	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time
when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and
information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to
notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after
the execution of this Agreement or any other period of time agreed by Party B in writing. 
	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement
according to laws and regulations. 
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a legal person duly incorporated and legally exists under the laws of China, a qualified independent legal person
with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal
constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions. 
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any
commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other
forms. 
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such
title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 

  


 

  


 


  

 


  

	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants
not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain
valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent
legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association,
internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions. 
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness,
whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it
is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party
shall make compensation to the other party for its actual losses incurred. 
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to
default liabilities, the particular provision shall prevail. 
	 	 	 
	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets
before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform
Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion
Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full
responsibilities.

  
 
 

  


 


  

 


  

	 	 	 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion
Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its
actual losses incurred.
  

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or
fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this
Agreement. 
	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or
delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives
and stamps of both Parties. 
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC
law. 
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Fuzhou Arbitration
Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary
agreement. 
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not
constitute the reason for one Party to claim the invalidity of this Agreement. 

  
 
 

  


 


  

 


  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement. 
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential. 
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The
supplementary agreement has equal legal validity with this Agreement. 
	 	 	 
	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original
counterpart has the equal legal validity. 

 

 
 (Reminder of this page intentionally left blank)
  

	The
 Vendor: Fujian Xunjie Communication Technology Service Co., Ltd. (chop)
  
 Legal Person or legal representative: /s/ WU Xi
 Date: 9 August 2019
  

	The Purchaser:
China Mobile Group Fujian Company Limited (chop)

 

Legal Person or legal representative: /s/ LIU Yihui

Date: 9 August 2019

 



Appendix 1: The Sale Assets List

 
 

  


 


  

 


  
 Assets Transfer Agreement
  
 This Agreement is entered into between the following parties on 9 August 2019 in Lanzhou:

 

	The
 Vendor: Gansu Communication Services Co., Ltd. (“Party A”)
 Legal Person: PENG Xiaochuan 
 Address: 201 Min Zhu Dong Road, Lanzhou
  

	The Purchaser:
China Mobile Group Gansu Company Limited (“Party B”)
 Legal Person: PENG Xiaochuan
 Address: 666 Bei Bin He Xi Road, An Ning District, Lanzhou, Gansu

 



To clarify the rights and obligations of both parties, based on the
principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G
equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the
Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total
consideration was determined subject to appraised value, which is RMB 37,270,807.88 after taxation.

  

	Project name	Appraised value	Tax 
 Rate	Tax amount	Total amount
	Original
value	Net
worth
	Fixed Assets-Buildings:	28,995,185.22
	15,526,041.56
	 
	 	 
	 	Purchased
 before 30 April 2016	15,526,041.56	15,526,041.56	5%	776,302.08	16,302,343.64
	 
	Purchased after 1
May 2016	0.00
	0.00
	9%
	-	-
	Fixed Assets-_Equipment:	82,551,900.00
	19,473,498.00
	 
	 	 
	 
	Purchased before 30
April 2016	67,515,500.00
	10,365,885.00
	3%
	310,976.55	10,676.861.55
	 
	Purchased after 1
May 2016	15,036,400.00
	9,107,613.00
	13%
	1,183,989.69	10,291,602.69
	Total	111,547,085.22
	34,999,539.56
	 
	2,271,268.32	37,270,807.88

  
 
 

  


 


  

 


  

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to
Party A the total consideration of RMB 37,270,807.88 after taxation. 
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the
aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement. 
	 	 	 
	 	2.4	 Both Parties’ designated bank information for settlement are as follows: 

 
 The Purchaser: China Mobile
Group Gansu Company Limited 
 TIN: 9162000075657790XM 

Bank account Name: China Mobile Group Gansu Company Limited 

Bank name: ICBC Lanzhou Huitong Branch 

Bank account: 270300360920002577 

Address: 666 Bei Bin He Xi Road, An Ning District, Lanzhou, Gansu 

 
 The Vendor: Gansu Communication
Services Co., Ltd. 
 TIN: 916200007103803942 

Bank account name: Gansu Communication Services Co., Ltd  

Bank name: China Agricultural Bank Lanzhou Central Place Branch 

Bank account: 27038101040004998 

Address: 201 Min Zhu Dong Road, Cheng Guan District, Lanzhou, Gansu 

 

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date
stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties. 
	 	 	 
	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed
in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 90 days upon the Completion Date
hereunder and bear the relevant expenses. 
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter
including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the
relevant expenses. 

  
 
 

  


 


  

 


  

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of
the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion
Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not
Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date
shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
	 	 	 
	 	3.5	 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both
Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information,
Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

	 	 	 
	 	3.6	 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each
obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution
of this Agreement or any other period of time agreed by Party B in writing. 

	 	 	 
	4.	Taxes
	 	 
	 	 Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to
laws and regulations.
 

	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent
legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal
constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions. 

  
 
 

  


 


  

 


  

	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any
commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other
forms. 
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such
title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights. 
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants
not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain
valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent
legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association,
internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions. 
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness,
whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it
is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party
shall make compensation to the other party for its actual losses incurred. 
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to
default liabilities, the particular provision shall prevail. 

  
 
 

  


 


  

 


  

	 	6.3	 In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion
Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third
Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is
aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities. 

 
 In case any actual or potential
disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would
cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or
fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this
Agreement. 
	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or
delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives
and stamps of both Parties. 
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC
law.
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Lanzhou Arbitration
Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 


 
 
 

  


 


  

 


  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary
agreement. 
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not
constitute the reason for one Party to claim the invalidity of this Agreement. 
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement. 
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential. 
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The
supplementary agreement has equal legal validity with this Agreement. 
	 	 	 
	 	11.4	This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original
counterpart has the equal legal validity. 

 
  

(Reminder of this page intentionally left blank)

 

	The
 Vendor: Gansu Communication Services Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ PENG Xiaochuan

Date: 9 August 2019

 

	The Purchaser:
China Mobile Group Gansu Company Limited (chop)

 

Legal Person or legal representative: /s/ WEI Hongjiang

Date: 9 August 2019

 



Appendix 1: The Sale Assets List

 
 

  


 


  

 


  
 Assets Transfer Agreement
  
 This Agreement is entered into between the following parties on 9 August 2019 in Nanning:

 

	The
 Vendor: Guangxi Communication Services Company Limited (“Party A”) 
 Legal Person: HE Ling 
 Address: 35 Chang Gang Road, Nanning, Guangxi
  

	The Purchaser:
China Mobile Group Guangxi Company Limited (“Party B”)
 Legal Person: LU Zhihong
 Address: 117 Min Zu Avenue, Qing Xiu District, Nanning, Guangxi

 



To clarify the rights and obligations of both parties, based on the
principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets
under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is
listed in the Appendix 1 hereof.

	 	 	 
	 	1.2	The completion
date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A. 

	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal
of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 6,645,502.64 after taxation. 

	 	 	 
	 	2.2	Within thirty
(30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 137,151,656.67 after taxation. 



 
 
 

  


 


  

 


  

	 	Item	Consideration	Tax 	Total Amount	Description
	1	Buildings	884,477.00	44,223.85	928,700.85	The
 buildings in the Sale Assets List apply to Simple Tax Method (5%) because they were purchased before 30 April 2016.
	3	Transmission Fibers	5,075,034.00	152,251.02	5,227,285.02	The fibers and equipment apply to Simple Tax Method (3% levy at VAT rate of 2%) according to its activation date.
	4	Machinery Equipment	475,259.00	14,257.77	489,516.77
	 	Total:	6,434,770.00	210,732.64	6,645,502.64	 

  
 

	 	2.3	 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate
after-taxation consideration when Party B pays Party A any consideration under this Agreement. 
  

Party B shall pay Party B in full amount within 15 working days after having received and verified the above invoice, with Party A’s bank
credit date. Both Parties’ bank account information are as follows: 
  

Party A’s account name: Guangxi Communication Services Co., Ltd. 
 Bank name: ICBC Nanning Gong He Branch 
 Bank account:
2102101029300282813 
 TIN: 91450000711431640R 
 Party B’s account name: China Mobile Group Guangxi Company Limited 
 Bank name: ICBC Nanning Lang Dong Branch 
 Bank account: 2102112019301131938 
 TIN:
914500007188907863
  

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date
stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties. 
	 	 	 
	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed
in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date
hereunder and bear the relevant expenses. 
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter
including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the
relevant expenses. 

  
 
 

  


 


  

 


  

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of
the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion
Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not
Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date
shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time
when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and
information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to
notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after
the execution of this Agreement or any other period of time agreed by Party B in writing.
	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement
according to laws and regulations. 
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is Guangxi Communication Services Co., Ltd., which is duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal
constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions.

  
 
 

  


 


  

 


  

	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any
commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other
forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such
title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants
not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets. 
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain
valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is China Mobile Group Guangxi Company Limited, which is duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association,
internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and
decisions. 
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness,
whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it
is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party
shall make compensation to the other party for its actual losses incurred. 

  
 
 

  


 


  

 


  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default
liabilities, the particular provision shall prevail. 
	 	 	 
	 	6.3	 In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion
Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third
Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is
aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 
 In case any actual or potential
disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would
cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or
fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this
Agreement. 
	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or
delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives
and stamps of both Parties. 
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC
law. 

  
 
 

  


 


  

 


  

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration
Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary
agreement. 
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not
constitute the reason for one Party to claim the invalidity of this Agreement. 
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement. 
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential. 
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The
supplementary agreement has equal legal validity with this Agreement. 
	 	 	 
	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original
counterpart has the equal legal validity. 

 
  

(Reminder of this page intentionally left blank)

 
 

  


 


  

 


  

	The
 Vendor: Guangxi Communication Services Company Limited (chop)
  
 Legal Person or legal representative: /s/ HE Ling 
 Date: 9 August 2019
  

	The Purchaser:
China Mobile Group Guangxi Company Limited (chop)

 

Legal Person or legal representative: /s/ LU
Zhihong 
 Date: 9 August 2019

 



Appendix: The Sale Assets List

 


 

  


 


   



 


  
 

Assets Transfer Agreement

 

Party A: Guizhou Communication Services Company Limited

Party B: China Mobile Group Guizhou Company Limited

 
 

  


 


   



 


  
 Content

 

	1.	The Subject Matter	3
	2.	Consideration and Payment	3
	3.	The Transfer of Assets and Rights within the Scope of the
Subject Matter	4
	4.	Taxes	5
	5.	Representations and Warranties	5
	6.	Default and Liabilities	6
	7.	Force Majeure	6
	8.	Effectiveness	6
	9.	Applicable Law and Dispute Settlement	6
	10.	Default Liabilities	7
	11.	Miscellaneous	7
	Signature page	8
	Appendix	9


 
 

  


 


   



 


  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Guiyang,
Guizhou:
  

	The Vendor: Guizhou Communication Services Company Limited (“Party A”) 

Legal Person: LIU Xuefeng 

Address: 93 Zhong Hua Nan Road, Nan Ming District, Guiyang, Guizhou 

TIN: 915200007096040390 

Bank name: Guizhou Communication Services Company Limited 

Bank name: ICBC Guiyang Yunyan Branch 

Bank account: 2402 0003 0900 6988 897 

	 
	The
 Purchaser: China Mobile Group Guizhou Company Limited (“Party B”) 
 Legal Person: LIU Xuefeng 
 Address: 1 Jin Cheng Street, Guan Shan Lake District, Guiyang, Guizhou 
 TIN: 91520000761388505T 
 Bank name: China Mobile Group Guizhou Company Limited 
 Bank name: ICBC Guiyang Yunyan Branch 
 Bank account: 2402 0003 2900 5411 884 

	 

 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in
relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
  

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 137,151,656.67after taxation.
  

	 	 	2.1.1	The above total consideration includes the before-taxation consideration RMB 14,924,665.00 for buildings at VAT rate of 5%, totaled RMB 15,670,898.25 after
taxation, 


  
 

  


 


   
 

 


  
 

	 	 	2.1.2	The above total consideration includes the before-taxation consideration RMB 117,942,483.90 for equipment at VAT rate of 3%, totaled RMB 121,480,758.42 after taxation.

 

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of
RMB 137,151,656.67 after taxation.
  

	 	 	2.2.1	The
 above total consideration includes the before-taxation consideration RMB 14,924,665.00 for buildings at VAT rate of 5%, totaled RMB 15,670,898.25 after taxation,

 

	 	 	2.2.2	The
 above total consideration includes the before-taxation consideration RMB 117,942,483.90 for equipment at VAT rate of 3%, totaled RMB 121,480,758.42 after taxation.

 

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays
Party A any consideration under this Agreement.
  

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 20 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.


  
 
 

  


 


   
 

 


  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing.
  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except
 otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution
and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms. 


  
 
 

  


 


   
 

 


  

	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to
laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party
B
	 	 	 
	 	 	5.2.1	Party
 B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.2.2	The
 execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party
 B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in
Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.


  


 

  


 


   
 

 


  

	 		
 In case
any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	If
earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within
15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  

	 	7.2	If
a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the
impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The
 execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any
 dispute arising out of the performance of or in connection with this Agreement shall be submitted to Guiyang Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above
arbitration procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any
 amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement. 


  
 
 

  


 


   
 

 


  

	 	10.2	After
 this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The
 appendix constitutes an inseverable part of this Agreement.

 

	 	11.2	Both
 Parties shall keep the content of this Agreement and its appendices confidential.
  

	 	11.3	For
 any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This
 Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity.

	 	 	 


(Reminder of this page intentionally left blank)

 
 

  


 


   
 

 


  

	The Vendor: Guizhou Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ WU Ya, YANG Qing

Date: 9 August 2019

 

	The
 Purchaser: China Mobile Group Guizhou Company Limited (chop)
  

Legal Person or legal representative: /s/ MU Shaofeng, CHEN Yun

Date: 9 August 2019



 

Appendix: The Sale Assets List

 


 

  


 


   



 


  



Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Haikou,
Hainan:
  

	The Vendor: Hainan Xintong Communication Services Company Limited (“Party A”) 

Legal Person: XIAO Lei 

Address: 63 Da Ying Village, Haikou, Hainan 

	 
	The
 Purchaser: China Mobile Group Hainan Company Limited (“Party B”) 
 Legal Person: XIAO Lei 
 Address: 88 Jin Long Road, Haikou, Hainan 

	 

 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, land and buildings, vehicles, super base stations
in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendices 1 and 2 hereof.
  

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 1,490,065.48 after taxation, among which, the before-taxation consideration for buildings is RMB 1,275,630 at the VAT rate of 5% and the tax amount is RMB 1,339,411.5; the before-taxation consideration for equipment is RMB
146,266 at the VAT rate of 3% and the tax amount is RMB 150,653.98.

 

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of
RMB 1,490,065.48 after taxation.
  

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays
Party A any consideration under this Agreement.

	 	 	 	 

 
 

  


 


   
 

 


  

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing. 

	 	 	 	 

 
 
 

  


 


   
 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except
 otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution
and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party
 A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage
or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party
B
	 	 	5.2.1	Party
 B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


  

 
 
 

  


 


   
 

 


  

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or
agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 

	 	 	 	 


	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights,
with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the
impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 



 
 
 

  


 


   

 


 

	 	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective
arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendices constitute an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal
validity.


  

(Reminder of this page intentionally left blank)


 


 

  


 


   



 


  

	The Vendor: Haonan Xintong Communication Services Company Limited (chop)
  
 Legal Person or legal
representative: /s/ XIAO Lei
 Date: 9 August 2019 

	 
	The
 Purchaser: China Mobile Group Hainan Company Limited (chop)
  

Legal Person or legal representative: /s/ XIAO Lei 

Date: 9 August 2019 

	 

 Appendix 1: The Sale Assets List 
 Appendix 2: The Sale Assets List of Equipment and Fibers
  
 



  


 


 
 


  
 Assets Transfer
Agreement
  

This Agreement is entered into between the following parties on 9 August 2019 in
Shijiazhuang:
  

The Vendor: Hebei Communication Services Company Limited (“Party A”)  
 Legal Person: LIU Dianfeng   
 Address: 136 Dong Feng Road, Shijiazhuang  


  

The Purchaser: China Mobile Group Hebei Company Limited (“Party B”)  
 Legal Person: LIU Dianfeng  
 Address: 136 Dong Feng Road,
Shijiazhuang 
  

To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  
 

	1.	The Subject Matter
	 	 
	 	1.1	 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and
buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
  

	 	1.2	 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets
will cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 6,975,025.54 after taxation, and RMB 6,750,793.22 before taxation
  

	 	2.2	 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration
of RMB 6,975,025.54 after taxation.
  

	 	2.3	 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays
Party A any consideration under this Agreement.
  

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel
and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
 
	 	 	 

  
 

  


 


 
 


  

	 	3.2	 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and
regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant
expenses.
  

	 	3.3	 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	 For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred
to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the
Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party
A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for
any losses and extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	 The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the
Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing
the Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the
transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time
agreed by Party B in writing.
  


  
 

  


 


 
 


  

	4.	Taxes
	 	 
	 	 Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	 Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.
  

	 	 	5.1.2	 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or
agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

	 	 	5.1.3	 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing
or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

	 	 	5.1.4	 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of
according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
  

	 	 	5.1.5	 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale
Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
  

	 	 	5.1.6	 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	 Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.
  


  
 

  


 


 
 


  

	 	 	5.2.2	 The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or
any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

	 	 	5.2.3	 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its
rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	 The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its
actual losses incurred.
  

	 	6.2	 Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	 In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware
of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days
after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which
should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or
occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B,
Party A shall compensate Party B for its actual losses incurred.
  

	7.	Force Majeure
	 	 
	 	7.1	 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations
hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 


 
  

  


 


 
 


  

	 	7.2	 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	 This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Shijiazhuang Arbitration Commission for arbitration according to the
then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	 The appendix constitutes an inseverable part of this Agreement.
  

	 	11.2	 Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	 This Agreement is executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 


 

 

(Reminder of this page intentionally left blank)

 
 

  


 


 
 


  

The Vendor: Hebei Communication Services Company Limited (chop)  
  

Legal Person or legal representative: /s/ YANG Zhaohui  
 Date: 9 August 2019  
  

The Purchaser: China Mobile Group Hebei Company Limited (chop)  

 

Legal Person or legal representative: /s/ YANG Zhaohui  

 Date: 9 August 2019  
 

  


 


   
 

 


  

Assets Transfer Agreement

 
 This Agreement is entered into between the following parties on 9 August 2019 in Heilongjiang:
  
 The Vendor: Heilongjiang
Communication Services Company Limited (“Party A”)  
  Legal Person: CHEN Wenyue  
 Address:
70 Wen Chang Street, Nan Gang District, Harbin, Heilongjiang  
  

The Purchaser: China Mobile Group Heilongjiang Company Limited (“Party B”)  
  Legal Person: CHEN Wenyue  
  Address: 168 Xin Wan Road, Song Bei District, Harbin, Heilongjiang
 
  

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to
each other, following amicable consultation, both Parties have concluded the following agreements.

 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among
other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion
Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal
Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 9,161,485.28 after taxation, among which, the consideration before taxation is RMB 8,457,542.95 and the value-added tax is RMB 703,942.33.

 

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party
B shall make a one-off payment in cash to Party A the total consideration of RMB 9,161,485.28 after taxation, among which, the consideration before taxation is RMB 8,457,542.95 and the value-added tax is RMB 703,942.33.

 

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the
contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.
  


  
 

  


 


   
 

 


   

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred
from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both
Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights
and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership
related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For the purpose of completing the Delivery, all contracts
Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be
borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion
Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not
Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

	 	3.5	The Sale Assets and related information are under common custody of Party A
and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and
delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

	 	3.6	Under the circumstance where Party B could fully perform the provision of
Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws
and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.
  


 
  
 

  


 


   
 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the
transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists
under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict
with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or
administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory
authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any
third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall
have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

 

	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of
delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

 

	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of
the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists
under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


 
  



  


 


   
 

 


  

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict
with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or
administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature,
amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to
purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement
shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any
other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but
arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement
(“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are
caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and
enable Party B to handle and bear its full responsibilities.
  

In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur
in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A
shall compensate Party B for its actual losses incurred.
  

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force
majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or
fails to perform its obligations in this Agreement.
  



 
 

  


 


  
 
 


  

	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their
authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement
shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted
to Harbin Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.
  

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendices constitute an inseverable part of this Agreement.

 

	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary
agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	The Appendices of this Agreement include: 1. the Sale Assets List and 2. Description of Defects of
Property Rights. This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity.

 



(Reminder of this page intentionally left blank)

 
 

  


 


   



 


   

The Vendor: Heilongjiang Communication Services Company Limited (chop)  
  

 Legal Person or legal representative:
/s/ MA Xianzhi  

 Date: 9 August 2019  
  

The Purchaser: China Mobile Group Heilongjiang Company Limited (chop)  
  

Legal Person or legal representative: /s/ CHEN Wenyue  
 Date: 9 August 2019  
  
 

  


 


   

 


  
 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Zhengzhou:
  

The Vendor: Henan Feida Communication Development Company Limited (“Party A”)  
 

Legal Person: ZHANG Hongxing
 
 Address: 12 Gong Yi Street,
Zhengzhou  

 

The Purchaser: China Mobile Group Henan Company Limited (“Party B”)  
 Legal Person: YANG Jianyu  
 Address: 48 Jing San Road,
Zhengzhou  
  

To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement
(hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, land and buildings, vehicles, super base stations in relation to the “Village Connect” project. The detailed Sale Assets is listed in the
Appendix 1 hereof.
  

	 	1.2	The completion date of this
transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets
under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 13,872,706.70 after taxation.

 

	 	2.2	Within thirty (30) days after
Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 13,872,706.00 after taxation.

 

	 	2.3	Party A shall provide Party B an
original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3%, 5% and 13% when Party B pays Party A any consideration under this
Agreement.
  

	 	2.4	Party A’s bank account
information for settlement is as follows: 
 Account name: Henan Feida
Communication Development Company Limited 
 Bank name: ICBC Zhengzhou
Branch 
 Bank account: 1702029119201087928

 


  



  


 


  
 
 


   

	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights
within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter
shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of
assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and
registration of real estate and others. Party A shall complete the Delivery within [ ] days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of
completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the
transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For
 the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s
rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained
from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or
obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s
fault.
  

	 	3.5	The Sale Assets and
related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets
belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party
B.
  

	 	3.6	Under the
circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an
announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.




  



  


 


   
 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall
respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is Henan Feida Communication
Development Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of this
Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related
laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this
Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party A has all related rights which
the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of
this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the
Sale Assets.
  

	 	 	5.1.6	All necessary property insurance
policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is China Mobile Group Henan
Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


  



  


 


  
 
 


   

	 	 	5.2.2	The execution and performance of this
Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence
has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed
in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any
party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where
there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party
claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A
according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the
Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having
received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon,
flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  


  
 

  


 


 
 


   

	 	7.2	If a force majeure event occurs, no
Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure,
though.
  

	8.	Effectiveness
	 	 
	 	This
Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising
out of the performance of or in connection with this Agreement shall be submitted to Hefei Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration
procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of
this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
  

	 	10.2	After this
Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix
constitutes an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall
keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this
Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.
  

	 	11.4	This Agreement is executed in two (2)
original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.
  


  
 

  


 


 
 


   
 (Reminder of this page intentionally left blank)
  
 The Vendor: Henan
Feida Communication Development Company Limited (chop)  
  

Legal Person or legal representative: /s/ YIN Yongjie  
  Date: 9 August 2019  
  

The Purchaser: China Mobile Group Henan Company Limited (chop)  
   
 Legal Person or legal representative:
/s/ YANG Jianyu  
 Date:
  
 

  


 


  
   



 


  
 CMHB-201900810
  
 Assets Transfer Agreement
  
 This Agreement is entered into between the following parties on 9 August 2019 in Wuhan, Hubei:

 

	The Vendor: Hubei Communication Services Co., Ltd. (“Party A”) 

Legal Person: FAN Bingheng 

Address: 36 Ma Chang Jiao Xiao Road, Jianghan
District, Wuhan 

	The
Purchaser: China Mobile Group Hubei Company Limited (“Party B”) 
 Legal Person: FAN Bingheng 
 Address: 66 Chang Qing San Road, Jianghan District, Wuhan

 



To clarify the rights and obligations of both
parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter
the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix: Scope of
the Sale Assets.

 

	 	1.2	The completion date of this transaction hereunder
is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this
Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 12,328,671.82 after taxation.

 

	 	2.2	Within thirty (30) days after Completion and
compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 12,328,671.82 after taxation.

 

	 	2.3	Party A shall provide Party B an original and a
copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration at the legal tax rates when Party B pays Party A any consideration under this Agreement.

 

	 	2.4	Both Parties’ bank information for settlement are as follows:
	 	 	 
	 	 	Party A: Hubei Communication Services Co., Ltd.
	 	 	TIN: 914200007146985274

  
  


 

  


 


  
 

 


  

	 		Account name: Hubei Communication Services Co.,
Ltd. 
 Bank name: ICBC Wuhan Shui Guo
Lake Branch 
 Bank account:
3202016529200024225
  

Party B: China Mobile Group Hubei Company
Limited 
 TIN:
914200007109374127 
 Account Name:
China Mobile Group Hubei Company Limited 
 Bank name: China Mobile Group Finance Co., Ltd. 

Bank account: 8888016100089008

 

A Party shall inform the other Party in writing 10
days in advance if the above accounts need to be changed. If one Party fails to inform the other Party in accordance with the provision hereof and causes losses, the Party shall compensate the other Party.

 

In the course of performing this Agreement, if the
national tax policy is changed, the after-taxation consideration for the unperformed part of this Agreement shall be re-calculated at the new tax rates on the basis that the original after-taxation amount remains. No supplementary agreement shall be
executed.
  

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the
Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed
otherwise by both Parties.

 

	 	3.2	The delivery of assets within the scope of the
Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others.
Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both
Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights
and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For the purpose of completing
the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under
Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the
contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses
under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.


  
 
 

  


 


  
 

 


  

	 	3.5	The Sale Assets and related
information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to
Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

	 	3.6	Under the circumstance where Party B
could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any
other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear
its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly
incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of this Agreement
by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial
judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related laws,
regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and
will not disclose to any third parties in writing, oral or any other forms.


  
 
 

  


 


  
 

 


  

	 	 	5.1.4	Party A has all related rights which the owner of
the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of this
Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale
Assets.
  

	 	 	5.1.6	All necessary property insurance policies
purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly
incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.2.2	The execution and performance of this
Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence has been
carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its
appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any
obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where there is a
particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.


  


 

  


 


  
 

 


  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets
before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform
Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion
Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full
responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or
any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why
it delays or fails to perform its obligations in this Agreement.
  

	 	7.2	If a force majeure event occurs, no Party shall
be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

 

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon
signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation,
performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out of the performance of or
in connection with this Agreement shall be submitted to Wuhan Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and
binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be
effective only if both Parties consent in writing and signed a supplementary agreement.


  
 
 

  


 


  
 

 


  

	 	10.2	After this Agreement has come into effect, any
changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendices constitute an inseverable part of
this Agreement.

 

	 	11.2	Both Parties shall keep the content of this
Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement,
both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This Agreement is executed in four (4) original
counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity.



 

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blank)
  


 

  


 


  
 

 


  

	The Vendor: Hubei
Communication Services Co., Ltd. (chop)

 

Legal Person or legal representative: /s/ FAN
Bingheng
 Date: 9 August 2019

 

	The Purchaser: China Mobile Group Hubei Company
Limited (chop)
  

Legal Person or legal representative: /s/ ZHANG
Shaoming
 Date: 9 August
2019


  
 
 

  


 


  
 
 


  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Changsha:
  

	The Vendor: Hunan
Communication Services Co., Ltd. (“Party A”) 
 Legal
Person: QIU Wenhui 
 Address: Room 771, 7/F., Yunlong Show Zone Management
Committee, Zhuzhou, Hunan
  

	The Purchaser: China Mobile Group Hunan
Company Limited (“Party B”) 
 Legal Person: QIU
Wenhui 
 Address: 489 Che Zhan Bei Road, Changsha, Hunan

 



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement
(hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the
Appendix 1: 0011 Appraisal Details in Asset-based Approach (Hunan) (0722 final version).
  

	 	1.2	The completion date of this transaction
hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this
Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total before-taxation consideration was determined subject to appraised value, which is RMB 7,572,611.95. After confirmation, the before-taxation amount for the Sale Assets
at tax rate of 3% is RMB 7,214,350.95 with taxation of RMB 216,430.53, and RMB 358261.00 with taxation of RMB 46,573.93 for those at tax rate of 13%, which totaled RMB 7,572,611.95 with taxation of RMB 263,004.46. So the total after-taxation
consideration is RMB 7,835,616.41.
  

	 	2.2	Within thirty (30) days after Completion and
compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 7,835,616.41 after taxation.

 

	 	2.3	Party A shall provide Party B an original and
a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 


  


 

  


 


  
 

 


  

	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the
Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed
otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of
the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and
others. Party A shall complete the Delivery within 90 days upon the Completion Date hereunder and bear the relevant expenses.
  

	 	3.3	For the purpose of completing the Delivery,
both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary
rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For the purpose of
completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation
under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party
to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and
losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

 

	 	3.5	The Sale Assets and related information are
under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After
the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

 

	 	3.6	Under the circumstance where Party B could
fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other
ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.


  


 

  


 


   
 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively
bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a company duly incorporated and
legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of this
Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related laws,
regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and
will not disclose to any third parties in writing, oral or any other forms.

 

	 	 	5.1.4	Party A has all related rights which the
owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of this
Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale
Assets.
  

	 	 	5.1.6	All necessary property insurance policies
purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a company duly incorporated and
legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement. 



 
 
 

  


 


  
 

 


  

	 	 	5.2.2	The execution and performance of this
Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence has been
carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its
appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any
obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.
  

	 	6.2	Under circumstance where there is
a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party claims
occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A
according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the
Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having
received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood,
fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate
stating the reasons why it delays or fails to perform its obligations in this Agreement.
  


  
 
 

  


 


  
 

 


 
  

	 	7.2	If a force majeure event occurs, no Party
shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure,
though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect
upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation,
performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out of the performance of
or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and
binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be
effective only if both Parties consent in writing and signed a supplementary agreement.
  

	 	10.2	After this Agreement has come into effect,
any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part
of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this
Agreement and its appendices confidential.
  

	 	11.3	For any matters not covered in this
Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.
  

	 	11.4	This Agreement is executed in four (4)
original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 



 
 
 

  


 


  



 


  
 Appendix 1: 0011 Appraisal Details in Asset-based Approach (Hunan) (0722 final version)

 

(Reminder of this page intentionally left blank)


 


 

  


 


  



 


 

 

	The Vendor: Hunan
Communication Services Co., Ltd. (chop)
  

Legal Person or legal representative: /s/ QIU Wenhui 

Date: 9 August 2019

 

	The Purchaser: China Mobile Group
Hunan Company Limited (chop)
  

Legal Person or legal representative: /s/ QIU Wenhui 

Date: 9 August 2019

 


  


 

  


 


 
  

 


 
  
 CMNM-201901259
  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Hohhot:
  

	The Vendor: Neimenggu
Communication Services Company Limited (“Party A”)
 Legal
Person: YANG Yuehui
 Address: 61 Hu Lun Nan Road, New Town District,
Hohhot
  

	The Purchaser: China Mobile Group Neimenggu
Company Limited (“Party B”)
 Legal Person: YANG
Yuehui
 Address: 39 Teng Fei Nan Road, Sai Han District, Hohhot

 



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

	 	 	 	 
	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under
this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed
in the Appendix 1 hereof.
  

	 	1.2	The completion date of
this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the
Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 180,988,242.29 after taxation.

 

	 	2.2	Within thirty (30) days
after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 180,988,242.29 after taxation.

 

	 	2.3	Party A shall provide
Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3% and 5% when Party B pays Party A any consideration under this
Agreement.
  


  


 

  


 


   
 

 


 

	 	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights
within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter
shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets
within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of
real estate and others. Party A shall complete the Delivery within 180 days upon the Completion Date hereunder and bear the relevant expenses.
  

	 	3.3	For the purpose of
completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the
transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For
the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights
and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from
the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or
obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s
fault.
  

	 	3.5	The Sale Assets and
related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets
belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party
B.
  

	 	3.6	Under the circumstance
where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if
necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 


  


 

  


 


   
 

 


 

	 	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall
respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited
liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of
this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related
laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this
Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party A has all related rights which
the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of
this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the
Sale Assets.
  

	 	 	5.1.6	All necessary property insurance
policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability
company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


  


 

  


 


   
 

 


 

	 	 	 	 
	 	 	5.2.2	The execution and
performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws
and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence
has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed
in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any
party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where
there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party
claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A
according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the
Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having
received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon,
flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  

	 	7.2	If a force majeure event
occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force
majeure, though.
  



 
 
 

  


 


   
 

 


 

	 	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes
into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out
of the performance of or in connection with this Agreement shall be submitted to Hohhot Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration
procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this
Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
  

	 	10.2	After this Agreement has
come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes
an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep
the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This Agreement is
executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity.
  


 (Reminder of this page intentionally left blank)
  


 

  


 


   



 


  

	The Vendor (Party A):
Neimenggu Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ YANG Yuehui 

Date: 9 August 2019

 

	The Purchaser (Party B): China
Mobile Group Neimenggu Company Limited (chop)
  

Legal Person or legal representative: /s/ YANG Yuehui

Date: 9 August 2019


  
 
 

  


 


   
 

 


 
 
  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Nanchang,
Jiangxi:
  

	The Vendor: Jiangxi
Communication Services Company Limited (“Party A”)
 Legal
Person: LIN Hao 
 Address: Jinyuan Tower, Tao Yuan Estate, Xi Hu District,
Nanchang, Jiangxi
  

	The Purchaser: China Mobile Group Jiangxi
Company Limited (“Party B”)
 Legal Person: LIN
Hao 
 Address: 58 Zi An Road, Xi Hu District, Nanchang, Jiangxi

 



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements. 

	 	 	 	 
	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under
this Agreement (hereinafter the “Sale Assets”) comprise, among other things, buildings, transmission fibers and poles, machinery equipment in relation to the “Village Connect” project. The detailed Sale Assets is
listed in the Appendix 1 hereof.
  

	 	1.2	The completion date of
this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the
Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 14,130,468.79 after taxation.

 

	 	2.2	Within thirty (30) days
after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 14,130,468.79 after taxation.

 

	 	2.3	Party A shall provide
Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights
within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter
shall be agreed otherwise by both Parties.
  



 
 
 

  


 


   
 

 


 

	 	 	 	 
	 	3.2	The delivery of assets
within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of
real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.
  

	 	3.3	For the purpose of
completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the
transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For
the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights
and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from
the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or
obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s
fault.
  

	 	3.5	The Sale Assets and
related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets
belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party
B.
  

	 	3.6	Under the circumstance
where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if
necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 


  


 

  


 


   
 

 


 

	 	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall
respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited
liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of
this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related
laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this
Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party A has all related rights which
the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of
this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the
Sale Assets.
  

	 	 	5.1.6	All necessary property insurance
policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability
company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


  


 

  


 


   
 

 


 

	 	 	 	 
	 	 	5.2.2	The execution and performance of
this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence
has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed
in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any
party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where
there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party
claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A
according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the
Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having
received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon,
flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  


  
 
 

  


 


   
 

 


 

	 	 	 	 
	 	7.2	If a force majeure event
occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force
majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes
into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out
of the performance of or in connection with this Agreement shall be submitted to Nanchang Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration
procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this
Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
  

	 	10.2	After this Agreement has
come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes
an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep
the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This Agreement is
executed in two (2) original counterparts, one of which shall be retained by each Party. Each original counterpart has the equal legal validity.
  


 Appendix: The Sale Assets List
  

(Reminder of this page intentionally left blank)

 
 
 

  


 


   



 


 

	 
 The Vendor: Jiangxi Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ CHENG Jiang

Date: 9 August 2019

 

	The Purchaser: China Mobile Group Jiangxi
Company Limited (chop)
  

Legal Person or legal representative: /s/ CHENG Jiang

Date: 9 August 2019


  


 

  


 


 
 
 
 

 


  
 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Shenyang:
  

	The Vendor: Liaoning Communication Services Company Limited (“Party A”)

Legal Person: LANG Kuiping

Address: 6-2 A Xin Long Street, Dong Ling District, Shenyang 

	 
	The
 Purchaser: China Mobile Group Liaoning Company Limited (“Party B”)
 Legal Person: LANG Kuiping
 Address: 6 Xin Long Street, Dong Ling District, Shenyang

	 

 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in
relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
  

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 3,798,967.00 before taxation, and the total VAT of which is RMB 420,691.51. The consideration for those assets at the tax rate of 3% is RMB 731,742.00 with VAT at RMB 21,952.26. The consideration for those assets at the tax rate
of 13% is RMB 3,067,225.00 with VAT at RMB 398,739.25. If the VAT amount is different with the amount in the official invoice, the actual amount in the official invoice shall prevail.

 

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of
RMB 3,798,967.00 before taxation, and the VAT is RMB 420,691.51. If the VAT amount is different with the amount in the official invoice, the actual amount in the official invoice shall prevail. 

	 	 	 	 

 
 

  


 


   

 


  

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays
Party A any consideration under this Agreement.
  

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B. 

	 	 	 	 

 
 

  


 


   
 

 


  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing. 

	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except
 otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution
and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party
 A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage
or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid. 


  
 
 

  


 


   
 

 


  

	 	5.2	Representations and warranties of Party
B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.2.2	The
 execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party
 B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in
Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the
impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.



 
 
 

  


 


   
 

 



	 	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the People’s Court with jurisdiction.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal
validity. 

	 	 	 

 (Reminder of this page intentionally left blank)
  
 



  


 


   



 


  

	The Vendor: Liaoning Communication Services Company Limited (chop) 
  
 Legal Person or legal
representative: /s/ PENG Xia 
 Date: 26 August
2019 

	 
	The
 Purchaser: China Mobile Group Liaoning Company Limited (chop) 
  

Legal Person or legal representative: /s/ LANG Kuiping 

Date: 26 August 2019 

	 

 Appendix: The Sale Assets List
  
 

  


 


   



 


  
 

Assets Transfer Agreement 

 

between China Mobile Group Ningxia Company Limited and Ningxia

 

Communication Services Company Limited

 

	Party A: Ningxia Communication Services Company Limited
  

	Party
 B: China Mobile Group Ningxia Company Limited 

	 

 

  


 


   



 


  

To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each
other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in
relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1: The Scope of the Sale Assets hereof.
  

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 709,229.52 after taxation.
  

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of
RMB 709,229.52 after taxation.
  

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration at the tax rate of 2%
when Party B pays Party A any consideration under this Agreement.

 

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

	 	 	 	 

 
 

  


 


   
 

 


  

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing.
  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions. 


  
 
 

  


 


   

	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or
any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.

 

	 	 	5.1.4	Party
 A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage
or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party
B
	 	 	 
	 	 	5.2.1	Party
 B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.2.2	The
 execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party
 B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in
Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred. 


  
 

  


 


   

 


 
 

	 	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the
impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.

 

	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Yinchuan Arbitration Commission for arbitration according to the then
effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 


  
 



  


 


   

 


 

	 	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	This Agreement is executed in eight (8) original counterparts, four of which shall be retained by each Party. Each original counterpart has the equal legal
validity. 

	 	 	 

 (Reminder of this page intentionally left blank)
  

	The Vendor (Party A): Ningxia Communication Services Company Limited (chop) 
  
 Legal Person or legal
representative: /s/ ZHANG Hongxing 
 Date: 

	 
	The
 Purchaser (Party B): China Mobile Group Ningxia Company Limited (chop)

 

Legal Person or legal representative: /s/ WANG Xiaohui 

Date: 



 
 
 

  


 


   

 


  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Xining,
Qinghai:
  

	The Vendor: Qinghai
Communication Services Company Limited (“Party A”) 

Legal Person: YU Yunfeng

Address: 56 Xi Guan Avenue, Xining, Qinghai

 

	The Purchaser: China Mobile Group
Qinghai Company Limited (“Party B”)
 Legal Person: YU
Yunfeng
 Address: 48 Kunlun Dong Road, East Economy Developing Zone, Xining,
Qinghai
  



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  
 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale
Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the
“Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United
Assets Appraisal Group Co., Ltd. The consideration was determined subject to appraised value, which is RMB 14,932,945.46 after taxation.
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration
procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 14,932,945.46 after taxation.
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt
indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 3% for movable property estate and 5% for real estate when Party B pays Party A any consideration under this Agreement.
	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party
A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

  


 

  


 


  

 


  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within 60 days upon the Completion Date hereunder and bear the relevant expenses.
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and
interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related
to the relevant assets and bear the relevant expenses.
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault. 
	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party
B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery
of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2
hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and
regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

  
 
 

  


 


  

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer
of the Sale Assets under this Agreement according to laws and regulations.
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is Qinghai Communication Services Company Limited, which is duly incorporated
and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its
existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities,
Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties
in writing, oral or any other forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have
based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of
all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale
Assets shall remain valid.
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is China Mobile Group Qinghai Company Limited, which is duly incorporated and
legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.


 


 

  


 


  

 


  

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its
existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount,
truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the
Sale Assets as it is.
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall
constitute a default. The default party shall make compensation to the other party for its actual losses incurred.
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other
Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
	 	 	 
	 	6.3	In case
any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be
borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full
responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party
B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities. 
  
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date
but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred. 

 

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure
events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to
perform its obligations in this Agreement.

  


 

  


 


  

 


  

	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered
by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal
representatives or their authorized representatives and stamps of both Parties. 
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of
this Agreement shall be governed by the PRC law. 
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement
shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in
writing and signed a supplementary agreement.
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations,
rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement. 
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices
confidential.
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute
a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.
	 	 	 
	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be
retained by each Party. Each original counterpart has the equal legal validity. 

 



 

(Reminder of this page intentionally left blank)

 


 

  


 


  

 


  

	The Vendor: Qinghai
Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ YU Yunfeng

Date: 9 August 2019

 

	The Purchaser: China Mobile Group
Qinghai Company Limited (chop)
  

Legal Person or legal representative: /s/ LIU Jiayue

Date: 9 August 2019




  
 
 

  


 


  

 


  

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Lhasa,
Xizang:
  

	The Vendor: Xizang
Communication Services Company Limited (“Party A”)
 Legal
Person: ZHOU Min
 Address: 84 Jin Zhu Xi Road, Lhasa

 

	The Purchaser: China Mobile Group
Xizang Company Limited (“Party B”)
 Legal Person: ZHOU
Min 
 Address: 84 Jin Zhu Zhong Road, Lhasa

 



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  
 

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale
Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the
“Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United
Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 17,955,717.47 after taxation.
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration
procedures, Party B shall make a one-off payment in cash to Party A the consideration of RMB 17,955,717.47 after taxation.
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt
indicating the contract number and the aggregate after-taxation consideration at the tax rate of 2% when Party B pays Party A any consideration under this Agreement.
	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party
A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

  


 

  


 


  

 


  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within [ ] upon the Completion Date hereunder and bear the relevant expenses.
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and
interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related
to the relevant assets and bear the relevant expenses.
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.
	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party
B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery
of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2
hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and
regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.
	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer
of the Sale Assets under this Agreement according to laws and regulations.

  
 
 

  


 


  

 


  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the
laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its
existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities,
Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties
in writing, oral or any other forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have
based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of
all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale
Assets shall remain valid.
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the
laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with
its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.

  


 

  


 


  

 


  

	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount,
truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the
Sale Assets as it is.
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall
constitute a default. The default party shall make compensation to the other party for its actual losses incurred.
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other
Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
	 	 	 
	 	6.3	In case
any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be
borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full
responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party
B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.
  
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date
but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure
events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to
perform its obligations in this Agreement. 
	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the
losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.


 


 

  


 


  

 


  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal
representatives or their authorized representatives and stamps of both Parties.
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of
this Agreement shall be governed by the PRC law.
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement
shall be submitted to Beijing Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both
Parties.
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in
writing and signed a supplementary agreement.
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations,
rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices
confidential.
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute
a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 
	 	 	 
	 	11.4	This Agreement is executed in two (2) original counterparts, one of which shall be
retained by each Party. Each original counterpart has the equal legal validity.

   

(Reminder of this page intentionally left blank)

 


 

  


 


  

 


  

	The Vendor: Xizang
Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ ZHOU Min

Date:

 

	The Purchaser: China Mobile Group
Xizang Company Limited (chop)
  

Legal Person or legal representative: /s/ ZHOU Min

Date:





 
 

  


 


  
 CMBJ-2019-00027182-CW-00000002

 
 Assets Transfer Agreement

 
 This Agreement is entered into between the following parties on 9
August 2019 in Beijing:
  

	 The Vendor: Beijing Communication Services Company Limited (“Party A”)

Legal Person: XIA Bing
 Address: 2 Xia Guang Lane, Chao Yang District,
Beijing

	 
	 The Purchaser: China Mobile Group Beijing Company Limited (“Party B”)

Legal Person: XIA Bing
 Address: 7 Dong Zhi Meng Nan Avenue, Dong Cheng District,
Beijing

	 

 To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise,
among other things, the properties and buildings, transmission equipment, emergency vehicles in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

	 	 	 
	 	1.2	 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”).
After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co.,
Ltd. The consideration was determined subject to appraised value, which is RMB18,909,602.23 after taxation.

	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off
payment in cash to Party A the consideration of RMB18,909,602.23 after taxation.
	 	 	 
	 	2.3	 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number
and the aggregate after-taxation consideration with a breakdown of tax rates at 5% and 13% when Party B pays Party A any consideration under this Agreement.



 
 

  


 


  

	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B
after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.

	 	 	 
	 	3.2	 The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall
be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the
Completion Date hereunder and bear the relevant expenses.

	 	 	 
	 	3.3	 For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the
Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and
bear the relevant expenses.

	 	 	 
	 	3.4	 For the purpose of completing the Delivery, all contracts Party A had entered into in relation
to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and
before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not
Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date
shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

	 	 	 
	 	3.5	 The Sale Assets and related information are under common custody of Party A and Party B during the period of time
when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and
information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

	 	 	 
	 	3.6	 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to
notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after
the execution of this Agreement or any other period of time agreed by Party B in writing.


  
 

  


 


  

	4.	Taxes
	 	 
	 	 Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under
this Agreement according to laws and regulations.

	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	 Party A is a limited liability company duly incorporated and legally exists under the laws of China,
a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

	 	 	 	 
	 	 	5.1.2	 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of
Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders
and decisions.

	 	 	 	 
	 	 	5.1.3	 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep
confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any
other forms.

	 	 	 	 
	 	 	5.1.4	 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title
status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

	 	 	 	 
	 	 	5.1.5	 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets,
Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

	 	 	 	 
	 	 	5.1.6	 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain
valid.

	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	 Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified
independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

	 	 	 	 

  
 

  


 


  

	 	 	5.2.2	 The execution and performance of this Agreement by Party B will not conflict with its existing
Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.

	 	 	 	 
	 	 	5.2.3	 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate,
effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it
is.

	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	 The violation by any party of any obligations under this Agreement shall constitute a default. The
default party shall make compensation to the other party for its actual losses incurred.

	 	 	 
	 	6.2	 Under circumstance where there is a particular provision in any other Articles of this Agreement with
respect to default liabilities, the particular provision shall prevail.

	 	 	 
	 	6.3	 In case any third party claims occur after the Completion Date but arising out of events or facts of
the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party
B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after
the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full
responsibilities.
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or
occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual
losses incurred.

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes
one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in
this Agreement.

	 	 	 
	 	7.2	 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.



 
 

  


 


  

	8.	Effectiveness
	 	 
	 	 This Agreement comes into effect upon signatures of the legal representatives or their authorized
representatives and stamps of both Parties.

	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement
shall be governed by the PRC law.

	 	 	 
	 	9.2	 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Beijing
Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.

	 	 	 
	 	10.2	 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	 The appendix constitutes an inseverable part of this Agreement.

	 	 	 
	 	11.2	 Both Parties shall keep the content of this Agreement and its appendix confidential.

	 	 	 
	 	11.3	 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement.
The supplementary agreement has equal legal validity with this Agreement.

	 	 	 
	 	11.4	 This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each
original counterpart has the equal legal validity.


  

Appendix 1: The Sale Assets list
  

(Reminder of this page intentionally left blank)
  


 

  


 


  

	 The Vendor: Beijing Communication Services Company Limited (chop)

 
 Legal Person or legal representative: /s/SHI Xuejun

Date: 9 August 2019

	 
	 The Purchaser: China Mobile Group Beijing Company Limited (chop)

 
 Legal Person or legal representative: /s/SHI Xuejun

Date: 9 August 2019


  
 
 

  


 


  

 


  
 
 Assets Transfer Agreement

 
 This Agreement is entered into between the following parties on 9
August 2019 in Changchun:
  

	 The Vendor: Jilin Communication Services Company Limited (“Party A”)

Legal Person: LI Li
 Address: 2899 Jie Fang Avenue, Changchun, Jilin

	 
	 The Purchaser: China Mobile Group Jilin Company Limited (“Party B”)

Legal Person: LI Li
 Address: 2899 Jie Fang Avenue, Changchun, Jilin

	 

 To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	 The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise,
among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.

	 	 	 
	 	1.2	 The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”).
After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	 The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co.,
Ltd. The total consideration was determined subject to appraised value, which is RMB16,577,921.99 after taxation.

	 	 	 
	 	2.2	 Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall
make a one-off payment in cash to Party A the total consideration of RMB16,577,921.99 after taxation.

	 	 	 
	 	2.3	 Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number
and the aggregate after-taxation consideration with a breakdown of tax rates at 3% and 5% when Party B pays Party A any consideration under this Agreement.

	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject Matter
	 	 
	 	3.1	 The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the
Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.



 


  


 


  

 


  

	 	3.2	 The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within 10 days upon the Completion Date hereunder and bear the relevant expenses.

	 	 	 
	 	3.3	 For the purpose of completing the Delivery, both Parties agree that all rights and interests
related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the
relevant assets and bear the relevant expenses.

	 	 	 
	 	3.4	 For the purpose of completing the Delivery, all contracts Party A had entered
into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by
Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.

	 	 	 
	 	3.5	 The Sale Assets and related information are under common custody of Party A and Party B during
the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the
Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.

	 	 	 
	 	3.6	 Under the circumstance where Party B could fully perform the provision of Article 2 hereunder,
Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within
60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

	 	 	 

  
 

  


 


  

 


  

	4.	Taxes
	 	 
	 	 Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under
this Agreement according to laws and regulations.

	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	 Party A is a limited liability company duly incorporated and legally exists under the laws of China,
a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

	 	 	 	 
	 	 	5.1.2	 The execution and performance of this Agreement by Party A will not conflict with its existing Articles of
Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders
and decisions.

	 	 	 	 
	 	 	5.1.3	 Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep
confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or any
other forms.

	 	 	 	 
	 	 	5.1.4	 Party A has all related rights which the owner of the Transferred Assets shall have based on the original title
status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.

	 	 	 	 
	 	 	5.1.5	 Starting from the execution date of this Agreement until the completion of delivery of all transferred assets,
Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.

	 	 	 	 
	 	 	5.1.6	 All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain
valid.

	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	 Party B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified
independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

	 	 	 	 

  
 

  


 


  

	 	 	5.2.2	 The execution and performance of this Agreement by Party B will not conflict with its existing
Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative
authorizations, orders and decisions.

	 	 	 	 
	 	 	5.2.3	 Party B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate,
effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it
is.

	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	 The violation by any party of any obligations under this Agreement shall constitute a default. The
default party shall make compensation to the other party for its actual losses incurred.

	 	 	 
	 	6.2	 Under circumstance where there is a particular provision in any other Articles of this Agreement with
respect to default liabilities, the particular provision shall prevail.

	 	 	 
	 	6.3	 In case any third party claims occur after the Completion Date but arising out of events or facts of
the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party
B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after
the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full
responsibilities.
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or
occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual
losses incurred.

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	 If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes
one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in
this Agreement.

	 	 	 

  
 

  


 


  

 


  

	 	7.2	 If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.

	 	 	 
	8.	Effectiveness
	 	 
	 	 This Agreement comes into effect upon signatures of the legal representatives or their authorized
representatives and stamps of both Parties.

	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	 The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be
governed by the PRC law.

	 	 	 
	 	9.2	 Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to
litigation solution by the Parties.

	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	 Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.

	 	 	 
	 	10.2	 After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	 The appendix constitutes an inseverable part of this Agreement.

	 	 	 
	 	11.2	 Both Parties shall keep the content of this Agreement and its appendices confidential.

	 	 	 
	 	11.3	 For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement.
The supplementary agreement has equal legal validity with this Agreement.

	 	 	 
	 	11.4	 This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each
original counterpart has the equal legal validity.


  

(Reminder of this page intentionally left blank)
 
 

  


 


  

 


  

	 The Vendor: Jilin Communication Services Company Limited (chop)

 
 Legal Person or legal representative: /s/YANG Guangyu

Date: 9 August 2019

	 
	 The Purchaser: China Mobile Group Jilin Company Limited (chop)

 
 Legal Person or legal representative: /s/ YANG Guangyu

Date: 9 August 2019


 
  
 
 

  


 


 
 
 

 


  
 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Xi’an:
  

	The
Vendor: Shaanxi Communication Industrial Company Limited (“Party A”)
 Legal Person: ZHUO Feng
 Address: 60 Jin Ye Yi Road, Xi’an

 

	The Purchaser:
China Mobile Group Shaanxi Company Limited (“Party B”)
 Legal Person: ZHUO Feng
 Address: 60 Jin Ye Yi Road, Xi’an
  


 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among
other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion
Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal
Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 12,336,286.88 after taxation, and RMB 11,975,920.00 before taxation. 
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party
B shall make a one-off payment in cash to Party A the total consideration of RMB 12,336,286.88 after taxation, and RMB 11,975,920.00 before taxation.
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract
number and the aggregate after-taxation consideration with a breakdown of tax rates at 5% for real estate and 3% for movable property and other equipment when Party B pays Party A any consideration under this Agreement. 


 


 

  


 



 

 


  

	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after
the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
	 	 	 
	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within [ ] days upon the Completion Date hereunder and bear the relevant expenses.
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to
the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets
and bear the relevant expenses.
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.
	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the
period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale
Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A
agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days
after the execution of this Agreement or any other period of time agreed by Party B in writing.

  
 
 

  


 



 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets
under this Agreement according to laws and regulations.
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is Shaanxi Communication Industrial Company Limited, which is duly incorporated and legally
exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to
keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or
any other forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the
original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred
assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall
remain valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is China Mobile Group Shaanxi Company Limited, which is duly incorporated and legally exists
under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.


 


 

  


 



 

 


  

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness,
legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as
it is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a
default. The default party shall make compensation to the other party for its actual losses incurred.
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this
Agreement with respect to default liabilities, the particular provision shall prevail.
	 	 	 
	 	6.3	In case
any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be
borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full
responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party
B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and
causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its
obligations in this Agreement.


 


 

  


 



 

 


  

	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their
authorized representatives and stamps of both Parties.
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall
be governed by the PRC law.
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to
Xi’an Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix
constitutes an inseverable part of this Agreement. 

	 	 	 
	 	11.2	Both Parties shall
keep the content of this Agreement and its appendices confidential. 

	 	 	 
	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement. 

	 	 	 
	 	11.4	This Agreement is
executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity. 



 

(Reminder of this page intentionally left blank)

 


 

  


 


  

 


  

	The
Vendor: Shaanxi Communication Industrial Company Limited (chop)

 

Legal Person or legal representative: /s/ ZHUO Feng
 Date: 9 August 2019

 

	The Purchaser:
China Mobile Group Shaanxi Company Limited (chop)
  

Legal Person or legal representative: /s/ JIA Peng
 Date: 9 August 2019

 



 


 

  


 


  

 


  
 CMSD-201901113
  
 Assets Transfer Agreement
  
 This
Agreement is entered into between the following parties on 9 August 2019 in Jinan:
  

	The
Vendor: Shandong Communication Services Company Limited (“Party A”)
 Legal Person: ZHANG Xuan
 Address: 84 Wei Er Road, Jinan
  

	The Purchaser:
China Mobile Group Shandong Company Limited (“Party B”)

Legal Person: ZHANG Xuan
 Address: 20569 Jing Shi Road, Jinan

 



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among
other things, super base station equipment, satellite telephones, emergency vehicles. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion
Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal
Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 5,082,386.39.21 after taxation. 
	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party
B shall make a one-off payment in cash to Party A the total consideration of RMB 5,082,386.39 after taxation.
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract
number and the aggregate after-taxation consideration with a breakdown of tax rates at 3% and 13%% when Party B pays Party A any consideration under this Agreement. 
	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after
the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.


 


 

  


 



 

 


  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to
the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets
and bear the relevant expenses.
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.
	 	 	 
	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the
period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale
Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B. 
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A
agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days
after the execution of this Agreement or any other period of time agreed by Party B in writing.

  
 
 

  


 



 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets
under this Agreement according to laws and regulations.
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to
keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or
any other forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the
original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.
	 	 	 	 
	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred
assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall
remain valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.


 


 

  


 



 

 


  

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness,
legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as
it is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a
default. The default party shall make compensation to the other party for its actual losses incurred.
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this
Agreement with respect to default liabilities, the particular provision shall prevail. 
	 	 	 
	 	6.3	In case
any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be
borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full
responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party
B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	 	 	 
	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and
causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its
obligations in this Agreement.


 


 

  


 



 

 


  

	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their
authorized representatives and stamps of both Parties.
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall
be governed by the PRC law.
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to
Jinan Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.
	 	 	 
	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary
agreement. The supplementary agreement has equal legal validity with this Agreement.
	 	 	 
	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be retained by each
Party. Each original counterpart has the equal legal validity.


 

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	The
Vendor: Shandong Communication Services Company Limited (chop)

 

Legal Person or legal representative: /s/ ZHANG Xuan
 Date: 9 August 2019

 

	The Purchaser:
China Mobile Group Shandong Company Limited (chop)
  

Legal Person or legal representative: /s/ YU Zhiming
 Date: 9 August 2019

 



Appendix 1: The Sale Assets list

 
 

  


 


   
 

 


 
 
 Assets
Transfer Agreement
  

This Agreement is entered into between the following parties on 9 August 2019 in
Taiyuan:
  

	The Vendor: Shanxi
Communication Services Company Limited (“Party A”)
 Legal
Person: WEI Chunhui
 Address: 39 Shuang Ta Xi Street, Ying Ze District,
Taiyuan
  

	The Purchaser: China Mobile Group Shanxi
Company Limited (“Party B”)
 Legal Person: WEI
Chunhui 
 Address: 25 Wu Luo Street, Economy & Tech. Development Zone,
Taiyuan, Shanxi
  



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements. 

	 	 	 	 
	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under
this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed
in the Appendix 1 hereof.
  

	 	1.2	The completion date of
this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	2.1	The appraisal of the
Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB 37,762,019.21 after taxation.

 

	 	2.2	Within thirty (30) days
after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 37,762,019.21 after taxation.

 

	 	2.3	Party A shall provide
Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.

 

	 	2.4	The relevant settlement
information is set as follows:
 Party A’s name: Shanxi Communication
Services Company Limited 
 TIN: 91140000715933445R 

Account name: Shanxi Communications Services Company Limited 


  
 
 

  


 


   
 

 


 

	 	 	 	 
	 	 	
 Bank name: Agriculture Bank of China Taiyuan Qin Xian Branch
 Bank account: 102001040008943
 Address: 39 Shuang Ta Xi Road, Taiyuan
 Telephone: 0351-2269999

 
 Party B’s name: China Mobile Group Shanxi Company Limited
 TIN: 91140000710937455Q
 Account Name: China Mobile Group Shanxi Company Limited
 Bank name: ICBC Taiyuan Ying Ze Branch
 Bank account: 0502121109032119985
 Address: Tower A, China Mobile Building, Wu Luo Street, Economy & Tech. Development Zone, Taiyuan, Shanxi 

Telephone: 0351-2269999

 

Any Party shall write to inform the other Party 10 days in advance for changing its
account information. One Party shall compensate the other Party in case it fails to inform the other Party in accordance with the provision hereof and causes any losses.

	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights
within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter
shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets
within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of
real estate and others. Party A shall complete the Delivery within 20 days upon the Completion Date hereunder and bear the relevant expenses.
  

	 	3.3	For the purpose of
completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the
transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For
the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights
and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from
the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or
obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s
fault.
  



 
 
 

  


 


   
 

 


 

	 	 	 	 
	 	3.5	The Sale Assets and
related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets
belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party
B.
  

	 	3.6	Under the circumstance
where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if
necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 

	4.	Taxes
	 	 
	 	Both Parties shall
respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited
liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of
this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related
laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this
Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  


  
 
 

  


 


   
 

 


  

	 	 	5.1.4	Party A has all related
rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other
third-party’s rights.
  

	 	 	5.1.5	Starting from the execution date of
this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the
Sale Assets.
  

	 	 	5.1.6	All necessary property insurance
policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability
company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.2.2	The execution and performance of
this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence
has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed
in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any
party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where
there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale
Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall
inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the
Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full
responsibilities.

  
 
 

  


 


   
 

 


 

	 	 	 	 
	 	 	



In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon,
flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  

	 	7.2	If a force majeure event
occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force
majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes
into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out
of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures
shall be final and binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this
Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
  


  
 
 

  


 


   
 

 


 

	 	 	 	 
	 	10.2	After this Agreement has
come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes
an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep
the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This Agreement is
executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal validity.
  


 (Reminder of this page intentionally left blank)
  


 

  


 


   

 


  

	The Vendor: Shanxi
Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ ZHANG Lei

Date: 9 August 2019

 

	The Purchaser: China Mobile Group Shanxi
Company Limited (chop)
  

Legal Person or legal representative: /s/ ZHANG Ruidong

Date: 9 August 2019


  


 

  


 


   
 

 


 
 

CMSC-201901676

 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Chengdu:
  

	The Vendor: Sichuan
Communication Services Company Limited (“Party A”)
 Legal
Person: ZHAO Dachun
 Address: Qing Yang Zheng Road, Qing Yang District, Chengdu,
Sichuan
  

	The Purchaser: China Mobile Group Sichuan
Company Limited (“Party B”)
 Legal Person: ZHAO
Dachun
 Address: 10 Gao Peng Avenue, Hi-Tech District, Chengdu,
Sichuan
  



To clarify the rights and obligations of both parties, based on the principle of equally
beneficiary to each other, following amicable consultation, both Parties have concluded the following agreements.

	 	 	 	 
	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under
this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings, emergency vehicles in relation to the “Village Connect” project. The detailed
Sale Assets is listed in the Appendix 1 hereof.
  

	 	1.2	The completion date of
this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.

 

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the
Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB120,568,905.22 after taxation and RMB113,195,429.05 before
taxation.
  

	 	2.2	Within thirty (30) days
after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the total consideration of RMB120,568,905.22 after taxation.

 

	 	2.3	Party A shall provide
Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of tax rates at 9% for real estate and 13% for movable property when Party B pays Party A any
consideration under this Agreement.
  



 
 
 

  


 


   
 

 


 

	 	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights
within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter
shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets
within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of
real estate and others. Party A shall complete the Delivery within 180 days upon the Completion Date hereunder and bear the relevant expenses.
  

	 	3.3	For the purpose of
completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the
transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.
  

	 	3.4	For
the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights
and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from
the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or
obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s
fault.
  

	 	3.5	The Sale Assets and
related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets
belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party
B.
  

	 	3.6	Under the circumstance
where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if
necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.

 


  


 

  


 


   
 

 


 

	 	 	 	 
	4.	Taxes
	 	Both Parties shall
respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.
  

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited
liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The execution and performance of
this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations,
judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except otherwise required by related
laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this
Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party A has all related rights which
the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s
rights.
  

	 	 	5.1.5	Starting from the execution date of
this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the
Sale Assets.
  

	 	 	5.1.6	All necessary property insurance
policies purchased prior to the delivery of the Sale Assets shall remain valid.

 

	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability
company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.

 


  


 

  


 


   
 

 


 

	 	 	5.2.2	The execution and
performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws
and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.2.3	Party B represent that due diligence
has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed
in its appendix, and agrees to purchase the Sale Assets as it is.

 

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any
party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses incurred.

 

	 	6.2	Under circumstance where
there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall prevail.
  

	 	6.3	In case any third party
claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be borne by Party A
according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full responsibilities. In case the
Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party B within 3 days after having
received the notice and enable Party B to handle and bear its full responsibilities.
  
 In
case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the
Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon,
flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a
certificate stating the reasons why it delays or fails to perform its obligations in this Agreement.
  


  
 
 

  


 


   
 

 


 

	 	 	 	 
	 	7.2	If a force majeure event
occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force
majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes
into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.
  

	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution,
effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.
  

	 	9.2	Any dispute arising out
of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures
shall be final and binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this
Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.
  

	 	10.2	After this Agreement has
come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.

 

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes
an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep
the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not
covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this Agreement.

 

	 	11.4	This Agreement is
executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal validity.
  


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	The Vendor: Sichuan
Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ZHAO Dachun

Date:

 

	The Purchaser: China Mobile Group Sichuan
Company Limited (chop)
  

Legal Person or legal representative: /s/ ZHAO Dachun

Date:


  


 

  


 


 
 
 
 

 


  
 

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in Urumqi,
Xinjiang:
  

	The Vendor: Xinjiang Communication Services Company Limited (“Party A”) 

Legal Person: YU Hui

Address: 1966 Hong Guang Shan Road, Shui Mo Gou District, Urumqi,
Xinjiang 

	 
	The
 Purchaser: China Mobile Group Xinjiang Company Limited (“Party B”) 
 Legal Person: YU Hui 
 Address: 1966 Hong Guang Shan Road, Shui Mo Gou District, Urumqi, Xinjiang 

	 

 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, pipelines and optic fibers, land and buildings,
emergency vehicles. The detailed Sale Assets is listed in the Appendix 1 hereof.

 

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB 121,902,399.98 after taxation, including the before-taxation consideration of RMB 116,876,480.48 and taxation of RMB 5,025,919.50.
  

	 	2.2	Prior to 30 June 2020, Party B shall make a one-off payment in cash to Party A the total consideration of RMB 121,902,399.98 after taxation.

 

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration with a breakdown of
VAT rates at 5% for real estate and 3% for movable property before the VAT reform; and 9% for real estate and 13% for movable property after the VAT reform when Party B pays Party A any consideration under this Agreement. 

	 	 	 	 

 
 

  


 


   
 

 


  
 

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 12 months upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing. 

	 	 	 	 

 
 

  


 


   
 

 


  

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	5.1.1	Party A is Xinjiang Communication Services Co., Ltd. Which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary
rights, powers and capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except
 otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution
and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party
 A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage
or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party
B
	 	 	5.2.1	Party
 B is China Mobile Group Xinjiang Company Limited, which is duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this
Agreement. 


  
 
 

  


 


   

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or
agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

	 	 	5.2.3	Party
 B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in
Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the
impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 



 
 

  


 


   

 


 
 

	 	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to the Arbitration Commission where Party A locates for arbitration according
to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.

 

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

 

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	This Agreement is executed in six (6) original counterparts, three of which shall be retained by each Party. Each original counterpart has the equal legal
validity. 

	 	 	 

 (Reminder of this page intentionally left blank)
  


 

  


 


   



 


  

	The Vendor: Xinjiang Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ YU Hui

Date: 9 August 2019

	 
	The
 Purchaser: China Mobile Group Xinjiang Company Limited (chop) 
  

Legal Person or legal representative: /s/ HU Yingdong

Date: 9 August 2019 



 
 
 

  


 


   

Assets Transfer Agreement

 

This Agreement is entered into between the following parties on 9 August 2019 in
Kunming:
  

	The Vendor: Yunnan Communication Services Company Limited (“Party A”) 

Legal Person: Ma Kui 

Address: 136 Beijing Road, Kunming, Yunnan 

	 
	The
 Purchaser: China Mobile Group Yunnan Company Limited (“Party B”) 
 Legal Person: Ma Kui 
 Address: 2 Qian Fu Road, Xi Shan District, Kunming, Yunnan 

	 

 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among other things, 2G equipment, optic fibers and pipelines, land and buildings,
project materials in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
  

	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion Date”). After the Completion Date, the leasing fees for the Sale Assets will
cease to be payable by Party B to Party A.
  

	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal Group Co., Ltd. The total consideration was determined subject to appraised
value, which is RMB39,211,604.12 after taxation, the final amount of which pending on the official receipt.
  

	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party B shall make a one-off payment in cash to Party A the consideration of
RMB39,211,604.12 after taxation.
  

	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract number and the aggregate after-taxation consideration when Party B pays
Party A any consideration under this Agreement. The tax rates are set out in Appendix 1: The Sale Assets list.
  

	 	2.4	In case the tax policy is adjusted, the aggregate amount shall be adjusted accordingly on the basis that the before-taxation amount remains. 

	 	 	 	 

 
 

  


 


   

	3.	The Transfer of Assets and Rights within the Scope of
the Subject Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after the Completion Date stipulated in Article 1.2. The handover personnel and
address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
  

	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the “Delivery”) shall be completed in accordance with the relevant laws and regulations,
including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the Delivery within 30 days upon the Completion Date hereunder and bear the relevant expenses.

 

	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to the Subject matter including but not limited to secured debts, mortgage,
pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets and bear the relevant expenses.

 

	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in relation to the Sale Assets of the Subject matter shall be transferred to Party B (the
“Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A on and before the Completion Date, and resumed by Party B after the Completion Date. If
consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the “Contracts Not Transferred”), such contracts shall be held by Party A on trust for
Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and
extra expenses incurred except for those incurred due to Party A’s fault.
  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B during the period of time when both Parties handover the transfer and delivery of the Sale
Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of the Sale Assets and information, Party A will no longer be responsible for managing the
Sale Assets (rights) and related information except for those empowered by Party B.
  

	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2 hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer
of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and regulations, within 60 days after the execution of this Agreement or any other period of time agreed by
Party B in writing. 

	 	 	 	 

 
 

  


 


   

	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets under this Agreement according to laws and regulations.

 

	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party
A
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and
capacities to sign this Agreement and perform this Agreement.

 

	 	 	5.1.2	The
 execution and performance of this Agreement by Party A will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any
applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.
  

	 	 	5.1.3	Except
 otherwise required by related laws, regulations and regulatory authorities, Party A warrants to keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution
and performance of this Agreement, and will not disclose to any third parties in writing, oral or any other forms.
  

	 	 	5.1.4	Party
 A has all related rights which the owner of the Transferred Assets shall have based on the original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage
or other third-party’s rights.
  

	 	 	5.1.5	Starting
 from the execution date of this Agreement until the completion of delivery of all transferred assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no
material adverse change to the Sale Assets.
  

	 	 	5.1.6	All
 necessary property insurance policies purchased prior to the delivery of the Sale Assets shall remain valid.
  

	 	5.2	Representations and warranties of Party
B
	 	 	5.2.1	Party
 B is a limited liability company duly incorporated and legally exists under the laws of China, a qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this
Agreement. 


  
 
 

  


 


   

	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles of Association, internal constitutional documents or any contracts or
agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations, orders and decisions.

 

	 	 	5.2.3	Party
 B represent that due diligence has been carried out on the nature, amount, truthfulness, legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in
Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as it is.
  

	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a default. The default party shall make compensation to the other party for its actual losses
incurred.
  

	 	6.2	Under circumstance where there is a particular provision in any other Articles of this Agreement with respect to default liabilities, the particular provision shall
prevail.
  

	 	6.3	In case any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims,
law suits or threatened claims raised by any third parties, which should be borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having
received the notice and enable Party A to handle and bear its full responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne
by Party B according to this Agreement, Party A shall inform Party B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.

 

In case any actual or potential disputes, claims or law suits in relation to the Sale
Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses
to Party B, Party A shall compensate Party B for its actual losses incurred.

 

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one Party hereof to delay or fail to perform its obligations hereunder, the
impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this Agreement. 



 
 

  


 


   
 

	 	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other Party for its failure or delay to perform this Agreement, the impacted party
shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though.
  

	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their authorized representatives and stamps of both Parties.

 

	9.	Applicable Law and Dispute
Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall be governed by the PRC law.

 

	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to Kunming Arbitration Commission for arbitration according to the then
effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties.
  

	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a supplementary agreement.

 

	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial interpretations shall not constitute the reason for one Party to claim the
invalidity of this Agreement.
  

	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
  

	 	11.2	Both Parties shall keep the content of this Agreement and its appendix confidential.
  

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary agreement. The supplementary agreement has equal legal validity with this
Agreement.
  

	 	11.4	This Agreement is executed in four (4) original counterparts, two of which shall be retained by each Party. Each original counterpart has the equal legal
validity. 

	 	 	 

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	The Vendor: Yunnan Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/HUANG Ping 

Date: 

	 
	The
 Purchaser: China Mobile Group Yunnan Company Limited (chop)
  

Legal Person or legal representative: /s/ FENG Yi 

Date: 



 
 
 

  


 


   

 


  
 CMAH-201901054
  
 Assets Transfer Agreement
  
 This
Agreement is entered into between the following parties on 9 August 2019 in Hefei:
  

	The
Vendor: Anhui Communication Services Company Limited (“Party A”)
 Legal Person: QIAN Li
 Address: 450 Chang Jiang Xi Road, Hefei

 

	The Purchaser:
China Mobile Group Anhui Company Limited (“Party B”)
 Legal Person: QIAN Li
 Address: 609 Huang Shan Road, Hefei
  


 To clarify the rights and obligations of both parties, based on the principle of equally beneficiary to each other, following amicable consultation, both Parties have concluded the
following agreements.
  

	1.	The Subject Matter
	 	 
	 	1.1	The sale assets under this Agreement (hereinafter the “Sale Assets”) comprise, among
other things, 2G equipment, pipelines and optic fibers, land and buildings in relation to the “Village Connect” project. The detailed Sale Assets is listed in the Appendix 1 hereof.
	 	 	 
	 	1.2	The completion date of this transaction hereunder is 9 August 2019 (the “Completion
Date”). After the Completion Date, the leasing fees for the Sale Assets will cease to be payable by Party B to Party A.
	 	 	 
	2.	Consideration and Payment
	 	 
	 	2.1	The appraisal of the Sale Assets under this Agreement was conducted by China United Assets Appraisal
Group Co., Ltd. The total consideration was determined subject to appraised value, which is RMB19,638,366.37 after taxation, among which, the consideration before taxation is RMB18,445,956.19 and the value-added tax is RMB1,192,410.18.

	 	 	 
	 	2.2	Within thirty (30) days after Completion and compliance with the related registration procedures, Party
B shall make a one-off payment in cash to Party A the total consideration of RMB19,638,366.37 after taxation.
	 	 	 
	 	 	Party A’s name: Anhui Communication Services Company Limited
 TIN: 91340000705041152X
 Bank
name: ICBC Hefei Si Pai Lou Branch
 Bank account: 1302010109022122186

  
 
 

  


 



 

 


  

	 	 	Address: 609 Huang Shan Road, Hefei
 Party B’s name: China Mobile Group Anhui Company
Limited
 TIN: 91340000738938329N
 Account Name: China Mobile Group Anhui Company Limited
 Bank name: BOC Bei Cheng Branch
 Bank account: 179704369360
 Address: 609 Huang Shan Road, Hefei, Anhui
 Telephone no.:
0551-62791228
	 	 	 
	 	2.3	Party A shall provide Party B an original and a copy of the official VAT receipt indicating the contract
number and the aggregate after-taxation consideration when Party B pays Party A any consideration under this Agreement.
	 	 	 
	3.	The Transfer of Assets and Rights within the Scope of the Subject
Matter
	 	 
	 	3.1	The assets and rights within the scope of the Subject shall be transferred from Party A to Party B after
the Completion Date stipulated in Article 1.2. The handover personnel and address in relation to the transfer of assets and relevant information of the Subject matter shall be agreed otherwise by both Parties.
	 	 	 
	 	3.2	The delivery of assets within the scope of the Subject matter hereunder (the
“Delivery”) shall be completed in accordance with the relevant laws and regulations, including but not limited to the delivery of movable property, transfer and registration of real estate and others. Party A shall complete the
Delivery within 60 days upon the Completion Date hereunder and bear the relevant expenses.
	 	 	 
	 	3.3	For the purpose of completing the Delivery, both Parties agree that all rights and interests related to
the Subject matter including but not limited to secured debts, mortgage, pledges, are transferred to Party B on the same time. Party A shall be responsible for the transfer of proprietary rights and change of ownership related to the relevant assets
and bear the relevant expenses.
	 	 	 
	 	3.4	For the purpose of completing the Delivery, all contracts Party A had entered into in
relation to the Sale Assets of the Subject matter shall be transferred to Party B (the “Transferred Contracts”) in principle. Party A’s rights and obligation under Transferred Contracts shall be borne and enjoyed by Party A
on and before the Completion Date, and resumed by Party B after the Completion Date. If consent for the transfer of certain Transferred Contracts is not obtained from the other party to the contract before the Completion Date (the
“Contracts Not Transferred”), such contracts shall be held by Party A on trust for Party B. Except as otherwise provided for in this Agreement, all rights or obligations, incomes and losses under the Contracts not Transferred from
the Completion Date shall be assigned to Party B. Party B shall compensate Party A for any losses and extra expenses incurred except for those incurred due to Party A’s fault.


 


 

  


 


  

 


  

	 	3.5	The Sale Assets and related information are under common custody of Party A and Party B
during the period of time when both Parties handover the transfer and delivery of the Sale Assets and information. During this period, the incomes generated from the Sale Assets belong to Party B. After the completion of the transfer and delivery of
the Sale Assets and information, Party A will no longer be responsible for managing the Sale Assets (rights) and related information except for those empowered by Party B.
	 	 	 
	 	3.6	Under the circumstance where Party B could fully perform the provision of Article 2
hereunder, Party A agree to notify each obligors of the Sale Assets with respect to the transfer of the Sale Assets (rights) from Party A to Party B, by means of an announcement or, if necessary, any other ways required by relevant laws and
regulations, within 60 days after the execution of this Agreement or any other period of time agreed by Party B in writing.
	 	 	 
	4.	Taxes
	 	 
	 	Both Parties shall respectively bear its taxes incurred from the transfer of the Sale Assets
under this Agreement according to laws and regulations.
	 	 
	5.	Representations and Warranties
	 	 
	 	5.1	Representations and warranties of Party A
	 	 	 
	 	 	5.1.1	Party A is a limited liability company duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.1.2	The execution and performance of this Agreement by Party A will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party A, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.1.3	Except otherwise required by related laws, regulations and regulatory authorities, Party A warrants to
keep confidential of any commercial information and materials in writing or any other forms that have come into its acknowledges due to its execution and performance of this Agreement, and will not disclose to any third parties in writing, oral or
any other forms.
	 	 	 	 
	 	 	5.1.4	Party A has all related rights which the owner of the Transferred Assets shall have based on the
original title status, and such title may be transferred or disposed of according to laws, and will not be restricted by any undisclosed detention, mortgage or other third-party’s rights.


 


 

  


 


  

 


  

	 	 	5.1.5	Starting from the execution date of this Agreement until the completion of delivery of all transferred
assets, Party A warrants not to make any additional encumbrances, the Sale Assets are not the subject of any disposal of or transfer, and there is no material adverse change to the Sale Assets.
	 	 	 	 
	 	 	5.1.6	All necessary property insurance policies purchased prior to the delivery of the Sale Assets shall
remain valid. 
	 	 	 	 
	 	5.2	Representations and warranties of Party B
	 	 	 
	 	 	5.2.1	Party B is a limited liability company duly incorporated and legally exists under the laws of China, a
qualified independent legal person with all necessary rights, powers and capacities to sign this Agreement and perform this Agreement.
	 	 	 	 
	 	 	5.2.2	The execution and performance of this Agreement by Party B will not conflict with its existing Articles
of Association, internal constitutional documents or any contracts or agreements or obligations entered into by Party B, and will not violate any applicable laws and regulations, judicial judgements and rules, or administrative authorizations,
orders and decisions.
	 	 	 	 
	 	 	5.2.3	Party B represent that due diligence has been carried out on the nature, amount, truthfulness,
legitimate, effectiveness, whether this is any legal barriers to realize its rights, with respect to the Sale Assets and rights of the Subject matter stated in Article 1 hereunder and listed in its appendix, and agrees to purchase the Sale Assets as
it is. 
	 	 	 	 
	6.	Default and Liabilities
	 	 
	 	6.1	The violation by any party of any obligations under this Agreement shall constitute a
default. The default party shall make compensation to the other party for its actual losses incurred.
	 	 	 
	 	6.2	Under circumstance where there is a particular provision in any other Articles of this
Agreement with respect to default liabilities, the particular provision shall prevail.
	 	 	 
	 	6.3	In case
any third party claims occur after the Completion Date but arising out of events or facts of the Sale Assets before the Completion Date, if Party B is aware of any claims, law suits or threatened claims raised by any third parties, which should be
borne by Party A according to this Agreement (“Third Party Claims”), Party B shall inform Party A of the Third Party Claims within 3 days after having received the notice and enable Party A to handle and bear its full
responsibilities. In case the Third Party Claims are caused by events or facts of the Sale Assets after the Completion Date, if Party A is aware of such claims which should be borne by Party B according to this Agreement, Party A shall inform Party
B within 3 days after having received the notice and enable Party B to handle and bear its full responsibilities.
 In case any actual or potential disputes, claims or law suits in relation to the Sale Assets exist or occur in or prior to the Completion Date, or occur after the Completion Date
but arising out of events of the Sale Assets happened in or prior to the Completion Date, which would cause any losses, liabilities, judgements or expenses to Party B, Party A shall compensate Party B for its actual losses incurred.



	 	 	 



 

  


 


  

 


  

	7.	Force Majeure
	 	 
	 	7.1	If earthquake, typhoon, flood, fire, explosion or any other force majeure events occurs and causes one
Party hereof to delay or fail to perform its obligations hereunder, the impacted party shall notify the other party immediately, and provide, within 15 days, a certificate stating the reasons why it delays or fails to perform its obligations in this
Agreement.
	 	 	 
	 	7.2	If a force majeure event occurs, no Party shall be responsible for the losses suffered by the other
Party for its failure or delay to perform this Agreement, the impacted party shall take immediate actions to do its best to reduce or eliminate the impacts of the force majeure, though. 
	 	 	 
	8.	Effectiveness
	 	 
	 	This Agreement comes into effect upon signatures of the legal representatives or their
authorized representatives and stamps of both Parties.
	 	 
	9.	Applicable Law and Dispute Settlement
	 	 
	 	9.1	The execution, effectiveness, interpretation, performance and dispute settlement of this Agreement shall
be governed by the PRC law.
	 	 	 
	 	9.2	Any dispute arising out of the performance of or in connection with this Agreement shall be submitted to
Hefei Arbitration Commission for arbitration according to the then effective arbitration rules. The arbitration award made according to the above arbitration procedures shall be final and binding on both Parties. 
	 	 	 
	10.	Default Liabilities
	 	 
	 	10.1	Any amendment of this Agreement shall be effective only if both Parties consent in writing and signed a
supplementary agreement.
	 	 	 
	 	10.2	After this Agreement has come into effect, any changes of China laws, regulations, rules or judicial
interpretations shall not constitute the reason for one Party to claim the invalidity of this Agreement.
	 	 	 
	11.	Miscellaneous
	 	 
	 	11.1	The appendix constitutes an inseverable part of this Agreement.
	 	 	 
	 	11.2	Both Parties shall keep the content of this Agreement and its appendices confidential.

  


 

  


 


  

 


  

	 	11.3	For any matters not covered in this Agreement, both Parties shall discuss and execute a supplementary
agreement. The supplementary agreement has equal legal validity with this Agreement.
	 	 	 
	 	11.4	This Agreement is executed in six (6) original counterparts, three of which shall be retained by each
Party. Each original counterpart has the equal legal validity.


 

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	The
Vendor: Anhui Communication Services Company Limited (chop)
  

Legal Person or legal representative: /s/ QIAN Li
 Date: 9 August 2019

 

	The Purchaser:
China Mobile Group Anhui Company Limited (chop)
  

Legal Person or legal representative: /s/ QIAN Li
 Date: 9 August
2019