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Midterm Review of Concession Agreement of the Public Telecommunications Service

CHAPTER I
BASIC PROVISIONS

Clause One
Purpose of the Concession

One. The scope of this Concession Agreement is CTM’s exclusive right to operate the following public telecommunications services and to install and manage all telecommunications systems and equipment required for that purpose:

a) Local: The fixed telephone service, telegram service, fixed telex service and switched fixed service for data transmission;

b) International: The fixed telephone service, telegram service and fixed telex service provide that they involve call addressing and be established in real time and switched fixed service for data transmission.

Two. Without prejudice to the right to operate the public telecommunications services, and install and manage all telecommunications systems and equipment required for that purpose, referred to in paragraph one above, the exclusive nature of this right will cease to apply on 31st December 2011.

Three. From 1st January 2012, in operating the public telecommunications services above mentioned CTM shall be subject to the legislation in force at the time and shall be treated on the same grounds as any other entity entitled to provide these services.

Four. Until 31st December 2011 the exclusive right granted to CTM by this Agreement shall be promptly and effectively protected by the Government, and the parties will implement mechanisms to protect the exclusivity.

Clause Two
Definitions

For the purposes of the provisions of this Agreement, the expressions hereunder shall have the following meaning:

a) Access — sharing of facilities or services to the Government or to a licensed telecommunications operator, for the purpose of providing telecommunications services, including the access to network elements and associated facilities;

b) Interconnection — the physical and logical linking of public use telecommunications networks in order to allow the users of one telecommunications operator to communicate with users of CTM or to access services provided by the latter;

c) Concessionaire or CTM — Companhia de Telecomunicações de Macau, S.A.R.L.;

d) Macao — the Macao Special Administrative Region of the People’s Republic of China (MSAR);

e) Telecommunications infrastructure or telecommunications network — all the physical or electromagnetic means that carry the transmission, reception or broadcasting of signals;

f) Government: the Government of the MSAR;

g) Rented circuit service — offer for transmission capacity from the telecommunications network, in transparent mode, of temporary or permanent nature;

h) Switching fixed service for data transmission — offer for addressed data, with origin and destination at the terminal points of the telecommunications network, enabling any user to utilise the equipment connected to its terminal point to communicate with another terminal point, as referred to the services provided at 31st December 2011;

i) Fixed telephone service or voice telephony — offer for addressed voice carrying in real time, with origin and destination at the terminal points of the telecommunications network, enabling any user to utilise the equipment connected to its terminal point to communicate with another terminal point;

j) Fixed telex service — offer for addressed telex messages carrying, with origin and destination at the terminal points of the telecommunications network, in conformity with the relevant recommendations of ITU, namely, Recommendation F. 60, and using the international alphabet no. 2 of Recommendation S. 1, and transmission at 50 Baud, enabling any user to utilise the equipment of his terminal point to communicate with another terminal point;

k) International service — means where either the originating or terminating points are within the MSAR;

l) Local service — means where both the originating and terminating points are within the MSAR;

m) Telecommunications service of public use — those provided by the operators for public use in general — users — or other operators, either in a direct way through its own systems, or in an indirect way through the interconnection to other operators systems;

n) Telegram service — offer for a service of reception, transmission, reproduction and delivery to the messages’ addressee, in conformity with the relevant recommendations of ITU;

o) Transit service — means where both the originating and terminating points are outside the MSAR but where part of the telecommunications infrastructure to deliver these services is within the MSAR;

p) Telecommunications — any kind of treatment, broadcasting or reception of signals, in writing, pictures, sound, or information of any kind, by means of wires, radio-electrical, optical or other electromagnetic systems;

q) Concession network — facilities and equipment part of the Concession assets, namely the users fixed access system, the transmission network, the concentration, switching or processing nodes, installed for the provision of the public telecommunications services referred to in clause one as at 31st December 2011, and those used for the provision of rental circuit services as at the date of publication in the Official Gazette of the midterm review of this Concession Agreement.

Clause Three
Competitive services

One. Regardless of the scope of this Concession Agreement as set out in clause one, CTM shall maintain the right to install and operate, on a non-exclusive basis, the local rental circuit services, the international rental circuit services and the transit services, without interruption and on-going.

Two. The Government shall automatically issue to CTM whatever licences are required by law, for the purposes of exercising the rights referred to in paragraph one above.

Three. In the event that the licences required for the operation of local rental circuit services, international rental circuit services and transit services are not available, to ensure continuity of service CTM shall maintain the right to continue to provide those services under the terms and conditions contained in this Concession Agreement, until the licences are granted to CTM.

Four. The licences referred to in paragraphs two and three above shall not be of a transitional or interim nature and shall be of equal terms and conditions applicable to any other entity to whom the right to operate such services may be granted.

Five. Should the Government issue licences of a transitional or interim nature to entities other than CTM, and these licences establish terms and conditions that CTM’s considers more favourable than those contained in this Concession Agreement, then such terms and conditions will be applicable to CTM.

Six. In operating competitive services, CTM shall be treated on the same grounds as any other entity entitled to provide these services and shall be subject to the legislation in force at the time.

Seven. Notwithstanding the provision of paragraph six above, different regulatory mechanisms may be adopted pursuant to the relevant laws, regulations and licensing conditions, provided that the market situation suggests it appropriate.

Clause Four
Term of the Concession

One. The Concession shall terminate on 31st December 2016 save in case of occurrence of any of the termination causes indicated in subsections b) to e) of clause eleven.

Two. Except in case of serious breach by CTM of the relevant laws and regulations, or for imperative reasons of public interest, duly justified, the Concession will be automatically renewed, under the same conditions, for another period of 5 (five) years until 31st December 2021.

Three. At the end of the term of the Concession CTM shall transfer to the MSAR the whole of the facilities assigned to the provision of the public telecommunications services provided under exclusive rights, hereinafter the Concession assets, without charge, free from any encumbrances and liabilities and in good operating condition.

Four. In the event that, for imperative reasons of public interest, the Concession is not automatically renewed for another period of five years as provided for in paragraph two above, CTM will be entitled to a compensation to be determined by the addition of the following values:

a) Non-obsolete stocks intended to be used on the Concession Network, reported to the values of the latest balance sheet approved by the General Meeting and by the Government;

b) A compensation equal to two point five times the average annual profit before taxes resulting of the activities developed under this Concession Agreement, as shown in the three latest annual accounts.

Five. The Agreement in hand may be amended at any time by mutual agreement of both parties.

Clause Five
Concession assets

One. The main categories of Concession assets are listed in Annex I, which shall be further detailed by CTM until 31st December 2011.

Two. Concession assets shall be included in an inventory to be submitted by CTM to the Government for approval until 31st December 2011.

Three. Upon the transfer to the MSAR of the Concession assets referred to in the above paragraphs, the Government will inspect those assets, together with a representative of CTM, in order to verify the good operating condition.

Clause Six
Common assets

One. Common assets are those assets assigned both for the provision of competitive services and for the provision of the public telecommunications services under exclusive rights, such assignment being based on the agreed apportionment as at 31st December 2011.

Two. Upon termination of this Concession Agreement the parties shall agree on the treatment to be observed with regard to the separation, assignment or sharing of common assets.

Three. If the parties agree under paragraph two above that a common asset shall be assigned to one of them then the relinquishing party shall be compensated for its rights over such asset.

Four. The provisions of paragraph three above shall apply to the investments carried out in Concession assets from 1st January 2012.

Five. The compensation referred to in paragraph three above shall be calculated according to the higher of net book value or the replacement cost at the time of the assignment.

Clause Seven
Investment carried out by CTM

One. From the date of publication in the Official Gazette of the midterm review of this Concession Agreement investments made by CTM on local and international rental circuit services, as well as on transit services, shall be considered as CTM sole and exclusive property and shall not form part of the Concession assets.

Two. From 1st January 2012 all investments carried out by CTM in the services referred to in clause one shall be considered as its sole and exclusive property and shall not form part of the Concession assets.

Three. The part of CTM’s investments that purely replaces a Concession asset, adding no benefit to the original asset, is not subject to any compensation.

Four. From the date of publication in the Official Gazette of the midterm review of this Concession Agreement up to 31st December 2011, CTM shall continue to invest in the services referred to in clause one to the extent necessary to maintain the high service quality existing at that date.

Five. The investments referred to in paragraphs three and four are part of the Concession assets.

Clause Eight
Maintenance of the Concession assets

One. CTM shall maintain the Concession assets and the portion of the common assets assigned to the operation of the public telecommunication services, rental circuit and transit services, including necessary replacement or update, so that the integrity and good operation of these assets can be ensured.

Two. CTM shall submit, annually, to the Government, an inventory of the Concession assets, including those that are part of common assets, which must include the description of the updates and upgrades made to such assets.

Three. In the case that specific Concession assets become obsolete and the demand no longer justifies the commercial provision of a service, CTM shall, subject to approval of the Government, be able to retire the affected Concession assets and cease provision of service, in the event of which the obligation set forth in paragraph one above and the obligation to provide that particular service, pursuant to subsection a) of paragraph one of clause fourteen, shall not apply.

Clause Nine
Access to network and Concession assets

One. Subject to the other provisions of this clause, CTM shall not in any way refuse, discriminate or render more difficult to another operator of the public telecommunications service, of the competitive regime, the access / interconnection to its telecommunications network, including the Concession network.

Two. The obligation set forth in paragraph one above shall fall away in the event that any other operator of the public telecommunications services fails to comply with the relevant laws, regulations, licences or any other formal permissions legally required, in a manner that impacts CTM’s rights regarding access / interconnection.

Three. Other than the access to the Concession ducts, the Concession assets will not be shared before the termination of the exclusivity referred to in paragraph two of clause one and without the prior agreement of CTM on the terms and conditions of that sharing and the approval from the Government.

Four. In consideration for the access to the Concession assets or interconnection to its telecommunications network, including the Concession network, CTM shall be entitled to receive fair compensation from the other operators of public telecommunications services under the terms of clause thirty-four hereof.

Five. CTM can only be requested to fulfil its obligation to establish the access or the interconnection to its telecommunications network, including the Concession network, once the value of the fair compensation referred to in the previous paragraph and technical compatibility have been established.

Clause Ten
Access to the Concession ducts

One. CTM shall make available to the Government and licensed telecommunications operators, by prior agreement, access and use of the Concession ducts for the installation, maintenance and removal of telecommunications systems necessary to the offer of telecommunications and associated services, under the terms and conditions set out in Annex II.

Two. The terms and conditions referred to in paragraph one above shall include the following:

a) Fair compensation to CTM;

b) Appropriate security safeguards for CTM’s network and the Concession network;

c) Management of the Concession ducts by CTM, including supervision of all related works;

d) Allocation and reservation of sufficient space in the Concession ducts for CTM current and foreseeable future requirements;

e) Liability of the users to CTM for all losses incurred by the latter howsoever arising out of or in connection with their usage of the Concession ducts.

Clause Eleven
Termination of the Concession

The Concession shall terminate:

a) At the end of the life of the Concession;

b) By mutual agreement between the MSAR and CTM;

c) In case of redemption;

d) Due to public interest;

e) Due to default.

Clause Twelve
Redemption of the Concession

One. The MSAR may redeem the Concession in the year prior to the term of this contract, giving CTM for such purpose one year’s prior notice.

Two. In the event of this right being exercised, the Concession assets shall revert to the MSAR, free from any charges, encumbrance or liability, and in such operating and upkeep conditions that will enable the continuity of the services in good working order, against a certain consideration to be determined by the addition of the following values:

a) Net tangible fixed Concession assets and non-obsolete stocks, reported to the values of the latest balance sheet approved by the General Meeting and by the Government;

b) A compensation equal to two point five times the average annual profit before taxes resulting of the activities developed under this Concession Agreement, as shown in the three latest annual accounts before the date of the redemption.

Three. Should the right of redemption be exercised in the year prior to the end of the period of five years referred to in paragraph two of clause four, that is 2021, the amount of the compensation referred to in subsection b) of paragraph two above shall be equal to the average annual profit before taxes resulting of the activities developed under this Concession Agreement, as shown in the three latest annual accounts before the date of the redemption.

Clause Thirteen
Termination due to public interest

One. The MSAR may terminate the Concession unilaterally at any time whenever the public interest so recommend, regardless of whether CTM has violated any of its obligations.

Two. Should the Concession be terminated as provided for in item one above, CTM shall be entitled to compensation. The amount of this compensation shall be calculated according to the terms established in item two of clause twelve above.

Clause Fourteen
Obligations of CTM

One. From the date of publication in the Official Gazette of the midterm review of this Concession Agreement CTM shall have the following obligations:

a) To provide the services referred to in paragraph one of clause one and clause three;

b) To provide universal service for the fixed telephone services referred to in clause one.

Two. CTM shall be compensated for the provision of the universal service, pursuant to the relevant legislation.

Three. CTM will continue to provide the public payphone and the directory services as they are provided at the date of publication in the Official Gazette of the midterm review of this Concession Agreement.

Clause Fifteen
Public use of services

Except for the restrictions laid down in the legislation in force or in future legislation, CTM shall not refuse to provide any services to any person or entity as provided for in this Agreement, as long as the relevant service applicant meets the requirements as laid down in the legal provisions and regulations in force.

Clause Sixteen
Inviolability and confidentiality of telecommunications

One. CTM shall undertake to take all the measures required to ensure that all communications under its responsibility are kept inviolable and confidential pursuant to the legislation in force in the MSAR.

Two. The confidentiality referred to above covers professional secrecy and all of CTM’s staff and managerial members shall in no circumstances disclose the identity of the applicant or addressee, and the contents of the communications they become aware of in the course of their duties. Furthermore the said confidentiality shall prevent staff from disclosing to third parties any information related to them.

Clause Seventeen
Governing legislation

One. CTM shall undertake to comply with the legislation in force in the MSAR as well as any international treaties, conventions, agreements and regulations on telecommunications to which the MSAR is bound irrespective of the name they shall be referred to.

Two. CTM has the right to be consulted on draft legislation on telecommunications and associated services.

Clause Eighteen
CTM’s rights

One. CTM shall enjoy all rights granted by the governing legislation and those awarded to Macau Post (hereinafter referred to as “DSC”) at the time of the execution of the Agreement in hand in respect of the provision of cables, lines and other telecommunications equipment, namely in what concerns the use of public areas, the setting up of servitudes, the expropriation based on public interest, the setting up of protection areas and the right of access to private land or buildings.

Two. Upon request submitted by CTM, the Government shall ensure that the rights referred to above can be exercised.

CHAPTER II
CONCESSIONAIRE COMPANY

Clause Nineteen
Object

One. The object of CTM shall include the operation of public telecommunications services and associated services.

Two. The provision of paragraph one above does not limit howsoever the right of CTM to carry out any activities that may be complementary, subsidiary or accessory to the services referred thereto.

Clause Twenty
Registered office and management bodies

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

Two. The MSAR may appoint a Government delegate with the powers prescribed by the law.

Clause Twenty-One
Articles of Association

One. CTM’s Articles of Association shall comply with and meet the MSAR’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 Government’s approval shall be sought.

Three. Where the Government’s approval is legally required, the Government and CTM will discuss changes to the corporate structure of CTM to enable CTM to best develop its business whilst ensuring compliance with the relevant legislation and regulations.

Clause Twenty-Two
Shareholders equity

One. The share capital of CTM is $150,000,000.00 (one hundred and fifty million patacas), and it has been fully paid up as of the date of signature hereof.

Two. CTM 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 40% (forty per cent) of the value of the net tangible fixed Concession assets.

Three. Upon a duly founded application of CTM, and in order to enable a significantly high investment, the Government may temporarily authorise the value of the equity capital to be lower than the percentage of the value of the net tangible fixed Concession 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 CTM, shall have to be authorised by the Government.

Clause Twenty-Three
Transfer and sub-Concession

One. Unless otherwise approved by the Government, 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.

CHAPTER III
SETTING UP AND OPERATING THE SERVICE

Clause Twenty-Four

Legislation governing public telecommunications networks

Without prejudice to the provisions of this Concession Agreement, the operation of CTM’s telecommunications network, including the Concession network, shall be governed by the legislation applicable to the public telecommunications networks and other legislation applicable to the telecommunications sector.

Clause Twenty-Five
Network components

CTM’s telecommunications network, including the Concession network, shall comprise the following:

a) The local networks allowing the services under the Agreement in hand to be provided, with all posts, terminals, interconnections and transmission and switching facilities;

b) The transmission and switching facilities for the provision of the international telecommunications services under this Agreement to meet the public needs and in accordance with the relevant ITU regional and worldwide plans as well as with other regional and worldwide traffic plans internationally agreed for regional and worldwide communications.

Clause Twenty-Six
Network expansion

One. With a view to secure good quality and safe services and meet its obligation to provide for the universal service set forth in subsection b) of paragraph one of clause fourteen, CTM shall undertake to expand and improve its networks in order to enable them to meet the needs and requirements of services, users and traffic increase. The network expansion shall be conducted in accordance with the plans set forth in clause twenty-seven below.

Two. CTM shall remove at its own expense and within the term fixed and in co-operation with other entities likely to be referred to it, all overhead or exposed telephone accessories, cables and lines owned by CTM which are not in use.

Clause Twenty-Seven
Planning

One. Every year, on or before the 30th November prior to the commencement of the period to which it refers, CTM shall present to the Government the annual plan for its analysis and eventual approval. If practicable the annual plan shall include updates, upgrades and replacements of Concession assets, as well as supplementary information regarding unplanned investments on Concession assets.

Two. Should the Government fail to ask for any clarification and if CTM does not receive any message two months from the date of the submission, the plan referred to in paragraph one above shall be considered approved.

Three. The period for approval shall be suspended if the Government asks for any clarification.

Four. From 1st January 2012 the plan referred to in paragraph one above shall be limited in scope to the projects dictated by CTM’s universal service obligation set forth in subsection b) of paragraph one of clause fourteen.

Clause Twenty-Eight
Rules governing the setting up of the service

One. The design of facilities, the equipment to be used as well as the assembly methods shall comply with best technical standards at all times. The equipment characteristics shall meet the rules applicable as set forth in ITU-T and ITU-R’s or any other international standards of general use providing those recommendations have been approved by the Government.

Two. In terms of the primary network, the external voice frequency transmission facilities shall be carried out on underground cables at all times, unless otherwise authorised by the Government. The secondary distribution network shall be underground as well in urban areas and up to the subscribers’ distribution boxes. Installing and connecting local network distribution boxes shall always take place in a discreet way namely in locations of interest to tourism and in terms of monument protection.

Three. CTM shall undertake to update as necessary, at the shortest period of time possible, the switching and transmission systems, the type of sets or any other facilities elements which affect the quality of the service provided due to their condition, obsolescence or wear and tear. The quality of service shall be assessed based on the criteria agreed with CTM in accordance with paragraph three of clause thirty-nine.

Four. Furthermore, CTM shall undertake to take all the measures required to protect any operation-related facilities against fire, cataclysms, malefactions and third parties’ actions.

Clause Twenty-Nine
Operation rules

One. The operation and maintenance of telecommunications facilities shall comply with the relevant ITU-T and ITU-R recommendations, other internationally accepted standards and those that are to be agreed with the inspection body.

Two. CTM shall undertake to keep its telecommunications facilities, including the Concession network, operating continuously and make the necessary arrangements to repair any outages promptly and irrespective of the cause.

Clause Thirty
Telegram service

Without prejudice to the cases in which providing a different service is convenient, CTM shall set up and keep, direct or indirectly an efficient telegram service for such a period as both the MSAR and CTM shall agree that such a service is in demand, namely:

a) Telegram acceptance service in Chinese characters for facsimile transmission subject to the correspondents’ ability to offer such a service;

b) Telegram delivery service by messenger to be provided by CTM or DSC subject to agreement and prior transmission by telephone or telex, when possible.

Clause Thirty-One
Fulfilling applications

One. CTM shall fulfil promptly all applications for telecommunication installations as included in the fee table in force following a chronological order of submission.

Two. The Government may grant CTM the right to assign priorities subject to the provisions set forth in rules governing the use of public services.

Clause Thirty-Two
Maintenance

CTM shall undertake to maintain all facilities and equipment in good operating conditions and provide permanent maintenance service of a current and extraordinary nature as may be required by the stations and equipment. The Concessionaire shall further undertake to repair promptly all malfunctioning and breakdowns, giving priority to those facilities related to the MSAR’s safety.

CHAPTER IV
TARIFFS

Clause Thirty-Three
General principles

One. Those who use the services provided by CTM shall pay no more than the relevant fees as laid down in the tariff schedule as approved by the Government and published in the Official Gazette.

Two. Notwithstanding the provision of paragraph three of clause thirty-five CTM shall not charge any fees that are not included in the said tariff schedule nor apply them in a manner different to that described in the said schedule or in any way increase the service prices.

Three. Fees shall be fixed as close to the cost of service as possible, taken as a whole, taking into consideration the need to obtain a return on the investments made by CTM; they must encourage the expansion of services and favour the relations between the MSAR, other regions of China and Portugal.

Four. As regards specific services provided by CTM to certain subscribers in respect of whom no fees have been fixed, CTM may, 15 (fifteen) working days after submitting an application to the Government to that effect, use a provisional fee, which shall be calculated on a commercial basis or agreed with the user to be effective until the Government fixes the final fee.

Clause Thirty-Four
Access/Interconnection Charge

One. The fair compensation for the access to Concession assets referred to in paragraph four of clause nine shall be established by commercial agreement between CTM and the interested operators, in a manner that does not negatively impact the development of new services by CTM and the fulfilment of its obligations under this agreement.

Two. The interconnection fee shall be established in accordance to the relevant legislation.

Clause Thirty-Five
Fees and Tariffs Revision

One. The current rental system in force for the Local Fixed Telephone Service shall remain unchanged until 31st December 2011 unless otherwise agreed.

Two. Tariff increases shall be effected by mutual agreement between the Government and CTM.

Three. Tariff revision proposals submitted by CTM shall show that the revision is needed and shall take into consideration among others the following aspects:

a) The inflation rate and the evolution of production costs, which correspond to an efficient service, based on wise management;

b) The fees and tariffs charged by other telecommunications operators in countries and territories with characteristics similar to those in Macao, notably Hong Kong and Singapore;

c) Reduction in costs based on technological developments;

d) The obligation imposed on CTM to promote the regular development of the service in terms of quality, quantity and diversity and to secure a permanent updating of the facilities;

e) The impossibility to obtain productivity gains, which would enable to cover for the increase in costs that, based the request for revision.

Four. Tariff increase proposals shall be submitted to the Government no less than 30 (thirty) days before the planned effective date.

Five. CTM and the Government shall agree annually a percentage range within which any tariff reductions may be applied at CTM’s full discretion, subject to notification to the Government once the tariff is effective. Tariff reductions greater than the percentage range shall be subject to the provisions of paragraph four above.

Six. For specific commercial purposes, CTM may apply fees lower than those legally approved, offering discounts on a non-discriminatory basis. In this case, CTM shall report the relevant fees to the Government at least 10 (ten) working days prior to the planned effective date.

Seven. When fixing and revising international service fees, the rate between the pataca and the accounting units used in settling the international accounts as well as the applicable provisions of international treaties, conventions and agreements shall be taken into consideration in addition to the aspects referred in paragraph three above.

Clause Thirty-Six
Liberalised service fees

As regards the approval and changing of the fees of the services provided in a competitive environment, CTM shall be subject to the framework, governing the other operators and that established in future legislation.

CHAPTER V
INSPECTION

Clause Thirty-Seven
Power to inspect

One. The Government shall reserve the right to make all arrangements he may think fit to inspect whether the Agreement in hand is complied with and to check, when and in the manner he may think fit, the correctness of the data and information rendered by CTM.

Two. CTM shall undertake to provide the Government with all clarification and information and to facilitate as necessary to enable the latter to exercise the rights referred to in paragraph one above.

Three. The inspection shall be performed by a telecommunications overseeing entity.

Clause Thirty-Eight
Scope of inspection

For the purposes of clause thirty-seven above, CTM shall undertake to:

a) Give access to all facilities;

b) Make all books, records and documents concerning CTM’s activities under this Concession Agreement available to the inspection entity and providing all clarification that the said inspection entity may find necessary;

c) Supply all data and information that may be requested including statistics used by the management and required by the inspection;

d) At the inspection request and if so required, with the presence of inspection representatives, carry out tests to assess the equipment’s operating conditions and characteristics;

e) To report promptly to the inspection any total or partial outages and confirm them in writing on the following working day stating the reasons which in its opinion may explain it.

Clause Thirty-Nine
Assessment of Service Quality

One. CTM shall provide data and statistics, which enable the quality of the service in all of its features to be checked on an ongoing basis, namely as regards the following:

a) Telephone, telex posts and other subscribers’ facilities assembled or otherwise;

b) Subscribers’ installation applications submitted, provided and waivers;

c) Wait lists and their duration;

d) Average delay in installing basic and supplementary telephone posts, telex posts and other services;

e) Outages reported, repaired and average delay of repairs;

f) Regularity of operation in the local and international services.

g) Various complaints including billing.

Two. The inspection and CTM shall agree on how to supply the said data and statistics and how often they shall be supplied.

Three. With CTM’s co-operation, the inspection shall prepare basic quality indicators on the service provided and the objectives to which CTM shall undertake.

CHAPTER VI
STAFF

Clause Forty
Recruitment

CTM’s staff shall be as much as possible recruited amongst residents of the MSAR.

Clause Forty-One
Staff rules and regulations

One. CTM’s staff shall be governed by a specific statute and by the remaining law on labour relations applicable in the MSAR.

Two. Any modifications in the staff statute shall be approved by the Government under proposal of CTM.

Three. DSC’s staff assigned to the telecommunications services, who have been transferred to CTM’s staff structure, shall keep all rights they were entitled to at the time the said transfer took place in respect of the following:

a) Retirement;

b) Special leave pursuant the legislation in force;

c) Entitlement to free housing in case of free housing was granted by DSC;

d) Free medical scheme (hospital and medicines).

Four. The rights referred to in paragraph c) and d) above may be subject to negotiation between the ex-DSC staff and CTM; the former may waive such rights without prejudice to the rights set forth in paragraphs a) and b).

Clause Forty-Two
Staff training and structure

One. CTM shall provide its staff with suitable training and shall undertake to have a duly qualified staff structure and enough staff numbers to assure that all services are operated perfectly and all obligations arising from the Agreement in hand are fully complied with.

Two. CTM may recruit experts on a temporary basis to repair any abnormal service outages and introduce new projects and technologies.

CHAPTER VII
CTM’S BOOKS

Clause Forty-Three
Bookkeeping

One. CTM shall undertake to keep at its registered office in Macau, its books duly organised and up-to-date, expressed in patacas and in compliance with the relevant legislation.

Two. The tangible fixed Concession assets inventory shall be supported by suitable documentation and be prepared in such a way as to enable all of its components to be identified clearly.

Three. Every year, the Business Report duly prepared and the annual accounts shall be submitted, to the Government, in one of the official languages, within 15 (fifteen) days after being approved.

Four. CTM shall have separated accounting for the services provided under this Concession Agreement.

Clause Forty-Four
Depreciation of the Concession assets

One. CTM is authorised to proceed to accelerated depreciation of the Concession assets so as its net value can be annulled on 31st December 2016.

Two. Normal depreciation rates to be used by CTM shall be those set out in the relevant legislation unless otherwise agreed between the Government and CTM in view of the technological development and evolution.

Three. The depreciation values taken into consideration every year pursuant to the straight line method and in accordance with the aforesaid shall be considered operating costs.

Clause Forty-Five
Assets revaluation

One. CTM may carry out the revaluation of its tangible fixed Concession assets.

Two. The parameters for revaluation must be established by means of agreement between CTM and the MSAR, taking into consideration the different classes of fixed assets, and their technological obsolescence and actual value.

CHAPTER VIII
CONSIDERATION AND TAX SYSTEM

Clause Forty-Six
Consideration

One. In consideration for the Concession CTM shall pay to the MSAR five per cent (5%) of the total operating revenue arising from the Concession services, this being considered as all amounts billed to the users or, if not billed, charged to the users.

Two. The consideration shall cease to apply to the operating revenue arising from the services referred to in paragraph one of clause three when licences are made available for the provision of these services.

Three. In accordance with paragraph three of clause one, from 1st January 2012 the consideration shall be adjusted to the same level of the fees or charges levied under the law on the provision of each of the public telecommunications services referred to in clause one.

Four. The payment of the consideration shall be made quarterly within 60 (sixty) days following the quarter it refers to, to the Government Financial Services Bureau.

Clause Forty-Seven
Tax system

One. During the life of the Concession, CTM shall not be liable to customs dues in respect of imports of any material required for the operation. CTM shall be further exempted from sales tax both in terms of goods and services it may purchase, as well as goods and services provided by CTM within the scope of the Concession.

Two. From 1st January 2012 the exemption from sales tax referred to in paragraph one above shall be limited in scope to goods and services purchased or provided by CTM to fulfil the universal service obligation set forth in subsection b) of paragraph one of clause fourteen. The granting of an exemption under this paragraph shall be subject to a favourable opinion of the Bureau of Telecommunications Regulation.

Three. CTM can also be exempted of other taxes, duties and fees and enjoy other type of tax benefits subject to the existing laws and if the circumstances so warrant.

CHAPTER IX
PENALTIES

Clause Forty-Eight
General principles

One. If CTM fails to comply with its obligations arising from the Agreement in hand the penalties laid down in this chapter shall apply.

Two. Where any of the penalties referred to herein are applied, CTM shall not be exempted from its responsibility before third parties nor does it prevent the relevant authority from deciding on any other penalties as provided for in the legislation in force in the MSAR.

Three. In case of an act of God CTM shall be exempted from all its undertakings under the Agreement in hand providing it has taken all reasonable measures to avoid its consequences and if it is found that there was no negligence or intent on the Concessionaire’s part.

Four. For the purposes of the Agreement in hand, an act of God shall include the following meaning: war, social unrest, fire, cataclysm, wrongdoing or third parties’ intervention duly evidenced.

Five. The Government of the MSAR shall decide on the application of the penalties referred to in this chapter.

Clause Forty-Nine
Fines

One. The following infringements shall be subject to fines of $10,000.00 (ten thousand patacas) to $500,000.00 (five hundred thousand patacas):

a) Poor quality of the service provided, according to clause thirty-nine, paragraph three of this agreement;

b) Infringement of telecommunications secrecy by fault that, pursuant to clause sixteen, is attributable to CTM or its staff on duty;

c) Failure to comply with the obligations undertaken by CTM concerning service set-up and operation;

d) Any unjustified refusal to provide the information required under the terms of clauses thirty-seven and thirty-nine; giving of false information; denial or creation of unjustified obstacles for the access to facilities of the supervisory body’s representatives;

e) Charging fees which have not been authorised by the Government or the levying of fees in a fashion other than that set forth in the approved tariff system;

f) Unjustified refusal to provide a service which CTM is obliged to provide under the terms of the Agreement;

g) The obligation imposed upon CTM to promote the steady development of the service in terms of its quality, its quantity and to ensure the permanent updating of its facilities;

h) Infringement of the provisions of clauses forty and forty-two;

i) Infringement of the legal norms forming part of the regulations governing public use which CTM is to obey under the terms of the Agreement in hand;

j) Other non-specified infringements under this agreement.

Two. Should there be any delay in the payment of the consideration or other sums required by the Agreement in hand, CTM shall pay the MSAR penalty interest which shall be determined in the following manner:

a) 2% (two per cent) a month during the first month;

b) 3% (three per cent) a month during all subsequent months.

Three. Fines and penalty interest shall be paid within 30 (thirty) days of the date on which CTM is notified that it is to be levied. The MSAR shall reserve the right to be paid from a pledge deposit as foreseen in clause fifty-two below if this deadline falls to be observed.

Clause Fifty
Termination by Default

One. The Concession agreement can be unilaterally terminated by the MSAR whenever one of the following infractions occurs:

a) Abandonment of operation;

b) Delay in the payment of sums due under the terms of the Agreement in hand exceeds six months;

c) Should the value of the pledge deposit not be replaced within the deadline indicated in clause fifty-two below;

d) Alienation or transmission, wholly or in part, of the Concession, and either temporary or definitive, without prior authorisation of the Government;

e) Modifications introduced into the object of CTM, without the prior authorisation of the Government;

f) Unfounded refusal to allow other operators access to its networks, including the Concession network, or circuits or failure to remove administrative or operational difficulties with the intention of gaining competitive advantages over them in the provision of liberalised services;

g) Imposing of fines of more than $1,500,000.00 (one million five hundred thousand patacas).

Two. Termination by default shall be pronounced in a law issued by the Government.

Three. Termination by default confers the right upon the Government to take on the direct management of the service forthwith or to grant it to another body.

Four. Termination by default shall entail the reversion of the Concession assets to the MSAR.

Clause Fifty-One
Sequestration

One. The Concession may be seized under the following circumstances:

a) Should the unfounded interruption to the respective operation occur or be imminent;

b) Should there be serious disruptions to, or shortcomings in, CTM’s organisation or operation or in the general state of repair of the installations and material used for the said operation;

Two. During the course of the seizure, MSAR representatives shall secure the operation of CTM. Any expenditure required for the upkeep and standardisation of the operation shall be borne by the Concessionaire.

Three. The seizure shall remain in force whilst deemed necessary, the MSAR being empowered to advise CTM to resume operation of the Concession upon completion of the said seizure. Should CTM be unwilling to resume operation, the Concession shall be terminated in accordance with clause fifty above.

Four. In the event of any of the situations referred to in items a) and b) of number one occurring, the Government shall notify CTM to remedy the situation and repair the consequences, within a reasonable period not exceeding 10 (ten) days; if CTM fails to do so, the provisions of the previous numbers shall apply.

Clause Fifty-Two
Bond

One. Commitments of a pecuniary nature undertaken by CTM under the terms of the Agreement in hand shall be assured by a bank guaranty first demand made payable to the MSAR for the sum of $2,000,000.00 (two million patacas).

Two. The figure indicated in item one above shall remain in force throughout the life of the Agreement, CTM having to replace it should it be reduced for whatever reason. This compensation shall be effected within 30 (thirty) days as from the date on which CTM has been advised to do so.

CHAPTER X
ARBITRATION AGREEMENT

Clause Fifty-Three
Court of Arbitration

One. All disputes arising in connection with the interpretation and enforcement of the Agreement shall be finally settled by a Court of Arbitration operating in Macau and shall comprise three arbitrators, one being appointed by the Government, one by CTM and the third, who shall serve as Chairman, by the parties to the Agreement.

Two. Should one of the parties fail to appoint their arbitrator within one month of the date on which they have been invited to do so by the other party, or should the parties fail to reach an agreement with regard to the choice of the third arbitrator, the arbitrator (s) required shall be chosen by the Court of the First Instance of Macau at the request of either party.

Three. The Court of Arbitration shall pass sentence according to the law of Macau and no appeal may be made against its decisions, except in the case of violation of law.

Four. Any expenditure made setting up and running the Court of Arbitration shall be borne by the losing party proportionally to its blameworthiness.

CHAPTER XI
MISCELLANEOUS AND PROVISIONAL PROVISIONS

Clause Fifty-Four
Property to be rented from the MSAR and the DSC

CTM shall rent the land, buildings and facilities allocated to the operation from the MSAR and the DSC for the agreed price, which shall be updated in accordance with the legislation in force in the MSAR.

Clause Fifty-Five
International Relations

One. Whenever the MSAR is unable to have direct representation, it shall be represented in international telecommunications organisations by the supervisory body empowered to oversee telecommunications in the MSAR, by means of the relevant national authority. This same body shall also ensure the co-ordination of the ratification of all international treaties, agreements and conventions.

Two. CTM may, should it deem fit, be represented at meetings of the said international organisations, its representatives forming part of national delegations, whenever the MSAR is unable to have direct representation, or of MSAR delegations.

Clause Fifty-Six
Exporting capital

One. CTM is hereby authorised to make payments abroad of any sums spent there on installation, maintenance and expansion of telecommunications’ services and also of any sums required to pay foreign administrations or operators for bills resulting from the operation of telecommunications’ services under the terms of the Agreement in hand.

Two. CTM is furthermore permitted to send overseas any sums resulting from the dividends of its operations as well as any payments made to them by the MSAR following the termination of the Concession.

Three. CTM is authorised to take out loans and to make payments of interest and principal in respect of the said loans on an international level. It shall, however, give preference to local banking institutions if the conditions offered are equal.

Clause Fifty-Seven
Radio frequencies

One. The setting up and use of radio communications by CTM requires the prior authorisation to be granted under the terms of the prevailing legislation.

Two. CTM shall undertake to take all measures required to ensure that all stations run by it do not cause interference which may harm other authorised stations and shall undertake further to accept the instructions and recommendations related to the operation of such stations as issued by the body overseeing telecommunications.

Three. The telecommunications supervisory body shall endeavour to ensure that CTM is allocated the frequencies in the radio spectrum it requires to comply with the commitments it has undertaken in the Agreement in hand within reasonable time. Furthermore, it shall take any measures required to prevent CTM’s radio communication resources from being effected by any harmful interference.

Clause Fifty-Eight
Miscellaneous

One. Six originals of the Agreement in hand have been drawn up, two being written in Chinese, two in Portuguese and two in English. The Government and CTM shall each keep three originals, one being in Chinese, one in Portuguese and one in English.

Two. In case of doubt the Chinese and Portuguese texts shall prevail.

Three. The Chinese or Portuguese languages shall always be used in any dealings between the Government and CTM, though a translation into English may be attached.

Four. Any communication the Government may make to CTM under the terms of the Agreement in hand shall always be addressed to the Concessionaire’s registered offices in Macau.

Five. Any communication CTM may make to the MSAR under the terms of the Agreement in hand shall always be addressed to the Government.

Clause Fifty-Nine
Enforcement of the Agreement

The enforcement of this Agreement shall be subject to the constitution of the bond referred to in clause fifty-two, and to its full publication in the Official Gazette.

Clause Sixty
Cessation of terms

One. From 1st January 2012 paragraph two of clause forty-one, shall cease to apply.

Two. Clauses thirty-three, thirty-five, thirty-nine, and subsection g) of paragraph one of clause forty-nine shall cease to apply from the enactment of specific legislation concerning the provision of the public telecommunications services subject to this Concession Agreement.

Annex I
Concession Assets

The following assets, as at the date of publication in the Official Gazette of the midterm review of this Concession Agreement, are considered Concession assets:

a) Ducts and the associated infrastructure of manholes, duct chambers and joint boxes;

b) Facilities and equipment that form the local fixed network, including switching and transmission systems, including local loop copper and the respective cable and joint boxes, and optical fiber backhaul;

c) Facilities and equipment that form the international fixed network, including switching and transmission systems, satellite earth stations, and the SEA-ME-WE 3 submarine cable system;

d) Facilities and equipment of the rented circuit service, including high speed data network with the respective transmission equipment and optical fiber distribution system, and the digital data network, including customer premise equipment;

e) Facilities and equipment for the interconnection between the Concession Network and other public telecommunications networks for the provision of land mobile telecommunications services for public use, including switching and transmission systems;

f) Facilities and equipment of the switched fixed service for data transmission;

g) Facilities and equipment of the fixed telex service;

h) Facilities and equipment of the payphone services, including public and private payphones;

i) Facilities and equipment for value added services over the local fixed network, including exchange equipment;

j) In-building wiring installed and owned by CTM;

k) Immovable assets built or installed by virtue of the Concession Agreement of the public telecommunications services on an exclusive basis, including remote line units.

Annex II
Terms and Conditions for the access to the Concession Ducts

1. Introduction

The Concession Agreement as revised on 6th of November 2009, establishes the obligation of CTM to make available to the Government and duly licensed telecommunications operators with the right to build their own facilities (Beneficiary Entities), subject to prior agreement, access and use of the Concession ducts for the installation, maintenance and removal of telecommunications systems necessary to the offer of telecommunications and associated services.

This Annex II sets out the terms and conditions on which CTM uses manages and operates the Concession ducts, in accordance with clause ten of the Concession Agreement.

The Government shall have the right of access and usage of the Concession ducts, for specific purposes and under terms and conditions previously agreed with CTM.

Access to the Concession ducts will also include access to the associated infrastructure of the manholes and duct chambers to the extent that they are indispensable for the specific installation, maintenance or removal of the telecommunications systems of the Beneficiary Entity.

The access and use of the Concession ducts shall only be made available to Beneficiary Entities who have been granted the right to build their own telecommunications infrastructure and hold all the relevant official permissions granted by MSAR.

2. Access to the Concession ducts

CTM shall provide, upon request of the Beneficiary Entities and after agreement is reached on the terms and conditions, access and use of those Concession ducts the management of which falls under CTM’s responsibility, for the installation, maintenance and removal of telecommunication systems necessary to offer telecommunications and associated services to the public.

Acceptable exceptions to the above, provided that they are duly reasoned and accepted by the Government are:

i) Physical and technical unfeasibility;

ii) Threat to the health and safety of the personnel that work in infrastructures.

CTM shall ensure the integrity and operation of the equipment and hardware existing inside the Concession ducts. As the Concession ducts manager, CTM may monitor and supervise all works carried out in the Concession ducts. CTM may refuse or stop any work that endangers the integrity and operation of the equipment and hardware existing inside the concession ducts.

3. Space in the Concession ducts

CTM shall have the right to allocate and reserve for its own use reasonable amount of space in the Concession ducts to meet all of its current and forecasted requirements, including space for maintenance or repair, operation and backup purposes. This forecast allocation shall be submitted to the Government for approval.

Once this space is reserved CTM shall not install cables or equipment that exceeds this said space allocation submitted to the Government, unless otherwise agreed with the Government.

CTM shall not take up space in the Concession ducts, other than the above, that would impede access of infrastructure by Beneficiary Entities.

Access to the Concession ducts shall be used solely and exclusively for the passage of the Beneficiary Entity’s own cables and be in compliance with the respective official permission, which has been used by the Beneficiary Entity to support its access request to the Concession ducts.

CTM has the right to terminate any agreement for space in the concession ducts in case of termination of the Concession Agreement.

4. Information on Concession ducts and confidentiality

CTM shall make available, upon request, to interested parties, at a price to be set, information on the defined technically and operationally feasible Concession ducts access routes that are to be offered as routes for Concession ducts sharing.

The information provided by CTM and Beneficiary Entities in any agreement involving the Concession ducts shall be treated as strictly confidential. Any plans made available concerning the Concession ducts shall be used exclusively for the preparation of access requests and neither the information contained in the access request nor the information provided shall be released to third parties, unless express written consent is otherwise granted by the disclosing party, or used for purposes other than those of access to the Concession ducts.

5. Concession Ducts restructuring

In the event that Concession ducts are to be rerouted or restructured, CTM as the Concession ducts manager is obligated to plan and co-ordinate the restructuring process in line with the Concession ducts access agreements with Beneficiary Entities.

In cases of emergency or force majeure, CTM may amend, terminate or restructure the Concession ducts, without notification to the Beneficiary Entities in order to preserve the integrity and working order of the concession ducts. CTM shall report such cases to the Government on the next working day following the day of the incident.

Should the Government require CTM to divert or remove Concession ducts or cables, and as a result CTM has no suitable duct or enough duct capacity available for the Beneficiary Entity, then CTM shall have no obligation to provide or construct additional duct capacity for the Beneficiary Entity. CTM will not be responsible for the costs associated to the diversion or removal of the Concession ducts or cables.

6. Maintenance

CTM has the obligation to ensure the integrity and good working order of the Concession ducts. CTM may temporarily interrupt or suspend the provision of access to the Concession ducts in order to give priority to maintenance work done in this regard. In such cases CTM shall give prior notice to Beneficiary Entities affected.

7. Prices

CTM is to provide a standard price schedule containing the different items for access and usage of Concession ducts. This standard price schedule is subject to approval by the Government.

The pricing shall ensure a fair compensation to CTM, an efficient allocation of the Concession ducts as a scarce resource, and be set at a level that encourages investment in ducts.

8. Reference Duct Access Offer for Licensed Telecommunications Operators

The Reference Duct Access Offer (RDAO) is a document that sets out the general principles and conditions that shall be met by the Duct Access Agreement (DAA) to be entered into between CTM and the Beneficiary Entities, prior to the provision of access and usage of the Concession ducts for the installation, maintenance and removal of telecommunications systems.

The RDAO shall be prepared by CTM eight months from the date of publication in the Official Gazette of the midterm review of the Concession Agreement.

The RDAO shall be updated at least every two years or upon Government’s request, in view of the evolution occurred in terms of market needs and development of infrastructures.

The RDAO and respective updates shall be approved by the Government.

The RDAO shall contain the following minimum information:

a) Detailed conditions related to the access to the Concession ducts, including technically and operationally feasible routes and access locations, whereby CTM shall consider:

i) The legitimate interests of all parties and that those conditions are not discriminatory between the Beneficiary Entities, and the technical and operational quality of access to Concession ducts;

ii) That the Beneficiary Entities receive access on a non-discriminatory basis or reasoning should access be impossible, within a reasonable period of time;

iii) Whenever it is physically or technically unfeasible to meet the access requests put forward by the Beneficiary Entities, that alternative proposals are provided.

b) Detailed conditions related to CTM’s right to reject or suspend, in whole or in part, the access to the Concession ducts, including without limitation the following situations:

i) Unavailability of space to be allocated;

ii) Physical, technical or legal barriers to the installation;

iii) Risk for the health or safety of CTM’s personnel;

iv) Possible deterioration in the operation of the networks and equipment;

v) Possible adverse impact on the integrity of CTM’s network or quality of services;

vi) Repeated violations by the Beneficiary Entity of the relevant rules and procedures.

c) Detailed requirements for the insurances to be maintained by the Beneficiary Entities to cover the liabilities arising out of or in connection with the access and usage of the Concession ducts including, without limitation, public-liability insurances;

d) Template of the DAA to be entered into between CTM and a Beneficiary Entity, which must provide for service indicators, quality levels and clauses that foresee any breach thereto;

e) The following indicative time intervals, in calendar days:

i) From when CTM receives from the Beneficiary Entity a request for access and use of the Concession ducts to when CTM replies to the Beneficiary Entity on the feasibility for the request;

ii) From the confirmation date of the feasibility for the desired installation and the start date of the necessary physical work;

iii) From the confirmation date of the feasibility for the desired removal and the start date of the necessary physical work;

iv) From the confirmation date of the feasibility for the desired maintenance operation and the start date of the necessary physical work.

f) Standard price schedule with indication of the different items of the access and usage of the Concession ducts and the different items of the provided services, including but not limited to management, supervision, operation, feasibility analyses, administration, and installation and removal charges;

g) Prices for different items and services other than those given in the standard price schedule;

h) Manual of Procedures and Technical Requirements (MPTR), including without limitation:

i) Specifications of the Concession ducts;

ii) Guiding principles on availability of space in the desired Concession ducts and associated infrastructures;

iii) Installation or removal of infrastructures in Concession ducts and associated infrastructures;

iv) Procedures regarding the request for access and usage of Concession ducts, and request for maintenance and repair operations;

v) General principles, rules and procedures for accreditation of personnel.

9. Scope of the DAA

The DAA between CTM and the Beneficiary Entity shall establish the terms and conditions of the access and use of the Concession ducts. The DAA shall include, but is not limited to, the following:

i) Term of the agreement;

ii) Specifics, size and volume of the Concession ducts and associated infrastructure being allocated for the Beneficiary Entity’s use;

iii) Service quality;

iv) Forecast requirements, if any, for duct space;

v) Pricing, billing and payment terms for access and use of the Concession ducts;

vi) Liability of the Beneficiary Entity and insurance;

vii) Terms and conditions on access and use of the Concession ducts for the installation, removal and maintenance of Beneficiary Entity’s equipment and infrastructure;

viii) Assignment;

ix) Terms and conditions on confidentiality;

x) Rights and responsibilities of CTM and the Beneficiary Entity in the daily operation of the concerned Concession ducts and associated infrastructure;

xi) Terms and conditions in the event of network restructuring;

xii) Termination;

xiii) Dispute resolution.

The DAA shall be reported to the Government within 10 (ten) days from the date of the respective signature by the parties.

10. Mediation by the Government on the DAA

If CTM and the potential Beneficiary Entity, after a reasonable period of time, fail to reach an agreement the Government can mediate the negotiation, provided it is demonstrated that best endeavours to reach an agreement have been used.

The Government mediation can consider only matters not provided for in the RDAO and which pertain to specific arrangements between the negotiating parties.

The Government may suggest matters to be included in the DAA, proposing specific conditions to be considered by the negotiating parties and setting out a reasonable timetable for agreement.

As part of this mediation process the Government may also request that CTM update the RDAO.

In case an agreement is not reached within the given timetable, then the Government, after due consideration of both negotiating parties positions, may resolve the matter under dispute by issuing a duly justified decision.