CTM Concession Agreement Chapter 2

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CHAPTER II
CTM

Clause Ten
Corporate System

CTM shall be governed by the legislation in force in Macao.

Clause Eleven
Object of CTM

One. The object of CTM shall be the operation of Public telecommunications services pursuant to the terms and conditions as set forth in the Agreement in hand, as well as the carrying out of any activities that may be complementary, subsidiary and accessory to those services, as long as they have been approved by the Governor.

Two. In addition, CTM may provide telecommunications services abroad as well as carry out any other activities that may be complementary, subsidiary and accessory to those services.

Clause Twelve
Registered Office and Management Bodies of CTM

One. CTM shall have its registered office and central management in Macao and, at least, one of its managing directors shall reside therein.

Two. A director appointed by the Governor shall take part in CTM's Board of Directors representing the Territory’s shareholding in flit Company’s share capital.

Three. A delegate appointed by the Government may attend any meeting of the Board of Directors and Fiscal Committee. Within the period laid down in the Articles of Association, the said delegate shall receive copies of the relevant agendas and documents to be discussed at each meeting. As to the minutes of the meetings, these shall be giver to the Government’s Delegate within the period of time specified by law.

Clause Twelve-A
CTM’s Articles of Association

One. CTM's Articles of Association shall comply with and meet the Territory’s laws and the provisions under this Agreement.

Two. Whenever CTM wishes to amend the Articles of Association in what concerns the object, reduction of share capital, transformation, split-up. wind-up, the Governor’s approval shall be sought.

Clause Thirteen
Shareholders Equity

One. The share capital of the Concessionaire is one hundred and fifty (150) million Patacas, and it has been fully paid up as of the date of signature hereof.

Two. The Concessionaire represents that it shall proceed to increases in its equity capital, in one lump sum, that may prove to be necessary to guarantee that, during the validity of the Concession, such capital is never under forty per cent (40%) of the value of the net tangible fixed assets.

Three. Upon a duly founded application of the Concessionaire, and in order to enable a significantly high investment, the Governor may temporarily authorise the value of the equity capital to be lower than the Percentage of the value of the net tangible assets referred to in number two above, and will fix at the same time the applicable conditions.

Four. Any change occurred in the Ownership or percentage distribution of the share capital of the Concessionaire company, shall have to be authorised by the Governor.

Clause Fourteen
Transfer and Sub-Concession

One. Unless otherwise approved by the Governor, CTM shall not dispose of or in any way transfer the whole or part of its franchised rights on a permanent or temporary basis.

Two. The restriction referred to above shall not prevent a third party from providing or carrying out any services or works comprised in the exclusive services providing those services or works are provided or carried out under CTM’s orders and responsibility.

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In case of any discrepancy, the printed version in the Government Gazette shall prevail.

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Last Modified Date: 15/07/2004

CHAPTER II CTM

Clause Ten Corporate System

Clause Eleven Object of CTM

Clause Twelve Registered Office and Management Bodies of CTM

Clause Twelve-A CTM’s Articles of Association

Clause Thirteen Shareholders Equity