8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

March 14, 2011

Date of Report (date of Earliest Event Reported)

CHINA TEL GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

NEVADA		98-0489800
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

12526 High Bluff Drive, Suite 155, San Diego, CA  92130

 (Address of principal executive offices and zip code)

(760) 230-8986

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01        Entry into Material Definitive Agreement.

On March 14, 2011, China Tel Group, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K (“China Tel”), ChinaTel’s wholly owned subsidiary Gulfstream Capital Partners Ltd., a Republic of Seychelles corporation (“Gulfstream”) and ZTE Corporation, a Peoples Republic of China (“PRC”) corporation (“ZTE”) entered into an agreement (“Agreement”) for ZTE to manufacture and supply certain infrastructure equipment to be used by ChinaTel and Gulfstream (collectively “Customer”) in connection with ChinaTel’s joint venture project to deploy and operate wireless broadband networks in certain cities in the Fujian Province of the PRC.  The material terms of the Agreement are as follows:

· The total contract price for the equipment for the first two cities of Fuzhou and Xiamen is $9,570,167.30.

· The total contract price is based on FOB (free on board) trade terms under International Rules for the Interpretation of Trade Terms, with port of shipment, Shenzhen, PRC, and port of delivery Xiamen, PRC or other location specified by Customer.  The total contract price based on DDP (delivered duty paid) trade terms, to include shipping to final destination, insurance, duty, and other expenses incurred during shipment, will be specified in a corresponding PO (purchase orders).  The means of transportation is by sea to Port of Xiamen via Hong Kong, and by land to each destination within PRC, unless applicable regulations permit delivery directly from Shenzhen to Xiamen, then by ground transportation.

· The Agreement defines the “Project” as including nine cities located in Fujian Province.  ZTE guarantees that the price for the same equipment components specified in the BOQ (bill of quotation) for Fuzhou and Xiamen will not be raised for the Project in the following three years until March 14, 2014.

· All obligations of Customer under the Agreement beyond the first PO for Fuzhou and Xiamen are contingent upon obtaining WBA licenses for additional cities.

· All POs and associated payments shall be issued by and made from Gulfstream, subject to unconditional guaranty by ChinaTel.

· Payment terms include 85% of the total value of the contract as vendor financing to be provided by ZTE, payable by Customer over two and one half years, with a one year grace period commencing from the first bill of lading date, in three equal semi-annual installments including interest at six month LIBOR (London Inter-Bank Offered Rate) plus 2.5% per annum.  Payment of 15% down payment by Customer shall be made within 10 days after JV (joint venture) setup between ChinaTel and its joint venture partner.

· ZTE shall be granted a mortgage on all equipment as security for payment of the financed amount.  ZTE also has the right to assign all account receivables to a third party upon written notice to Customer.

· The Agreement is subject to termination under certain commercial circumstances, including Customer’s right to terminate at any time except as to purchase orders already issued if Customer determines the quantities already delivered and installed are adequate based on existing and projected subscriber revenue and taking into account the geographic and population coverage of the WBA licenses Customer is able to secure.

· The Agreement provides for liquidated damages, which limits ZTE’s liability to 5% of the total contract price covered under any purchase order.  Customer is liable to ZTE for overdue payments at 0.1% per day.

2

· The parties agree to the application of Hong Kong law, and for resolution of any disputes through arbitration to be conducted in Hong Kong.

A fully executed copy of the Agreement is attached hereto and incorporated by reference herein as Exhibit 99.1 to this Form 8-K.

On March ___, 2011, ChinaTel and ZTE issued a joint press release announcing the signing of the Agreement.  A copy of the press release is attached hereto and incorporated by reference herein as Exhibit 99.2 to this Form 8-K.

Item 9.01                      Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
10.1	Equipment Contract between ChinaTel Group, Inc., Gulfstream Capital Partners Ltd., and ZTE Corporation.
99.1	Press Release

**       ChinaTel has filed a request for confidential treatment of certain portions of the indicated documents (detailed unit pricing contained in an annex to the contract attached as Exhibit 99.1). Confidential portions have been omitted and filed separately with the Commission as required by Rule 24b-2 of the Commission.

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA TEL GROUP, INC.
Date:  March ___, 2011
	By:  /s/George Alvarez
	Name: George Alvarez
	Title: Chief Executive Officer

3

EX-10.1

Exhibit 10.1

 

Equipment Contract for Haixi

Wireless Broadband Project

among

ChinaTel Group, Inc.

and

Gulfstream Capital Partners Ltd.

and

ZTE Corporation

Contract No.: ________________

Date: March 14th, 2011

Signing Place: Shenzhen, PRC

PROPRIETARY AND CONFIDENTIAL

 

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS AND INTERPRETATION	1
ARTICLE 2	SCOPE OF SUPPLIES	3
ARTICLE 3	CONTRACT PRICE	4
ARTICLE 4	TERMS OF PAYMENT	4
ARTICLE 5	PACKAGING	5
ARTICLE 6	DELIVERY TERMS	5
ARTICLE 7	SPARE PARTS	7
ARTICLE 8	LIQUIDATED DAMAGES	7
ARTICLE 9	TERMINATION	7
ARTICLE 10	ASSIGNMENT AND SUBCONTRACT	8
ARTICLE 11	LIMITATION OF LIABILITY	8
ARTICLE 12	FORCE MAJEURE	8
ARTICLE 13	APPLICABLE LAW AND RESOLUTION OF DISPUTES	9
ARTICLE 14	GOVERNING LANGUAGE	9
ARTICLE 15	CONFIDENTIALITY	9
ARTICLE 16	INTELLECTUAL PROPERTY RIGHTS	9
ARTICLE 17	NO JOINT VENTURE	10
ARTICLE 18	NOTICES	10
ARTICLE 19	NO WAIVER	11
ARTICLE 20	MISCELLANEOUS	11

List of Annexures:

Annex 1: BILL OF QUOTATION (BOQ)

PROPRIETARY AND CONFIDENTIAL

 

This Contract is made on this 14th day of March, 2011

AMONG

ChinaTel Group, Inc., a company incorporated under the laws of in the State of Nevada, having its registered office at 12656 High Bluff Drive, Suite 155, San Diego, California 92130 USA (hereinafter referred to as “ChinaTel”);

AND

Gulfstream Capital Partners Ltd., a 100% owned subsidiary of ChinaTel, incorporated under the laws of the Republic of Seychelles, having its registered office at 1st Floor, #5 DEKK House, De Zippora Street, Providence Industrial Estate, Mahe, Republic of Seychelles (hereinafter referred to as “Gulfstream”);

ChinaTel and Gulfstream are sometimes collectively referred to as “Customer.”

AND

ZTE Corporation, a company incorporated under the laws of the PRC having its registered office at ZTE Plaza, Keji Road South, Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC (hereinafter referred to as “Supplier” or sometimes referred to as "ZTE"), which expression shall deem to mean and include its all successors-in-interest and assigns;

ChinaTel, Gulfstream and ZTE are each referred to as a “Party” and together as the “Parties”.

WHEREAS:

A.           Customer wishes to acquire a solution for the Haixi Wireless Broadband Project (hereinafter referred to as the “Project,” as further defined below) in 9 cities in Fujian province and to select Supplier to supply the Equipment (as defined herein below) for Project to conform to the description and specifications included within the terms and conditions to this contract and its annexes referred to and attached hereto.

B.           Supplier has agreed to supply and supervise the installation of the Equipment, subject to the terms and conditions to this contract and its annexes referred to and attached hereto.

NOW THEREFORE, in consideration of mutual representations, covenants and other valuable consideration, it is hereby agreed by and between the Parties as follows.

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, the following terms whenever used in this Contract shall have the meaning ascribed in this Article.  Defined terms importing the singular also include the plural and vice versa where the context so requires.  Any term which appears in other sections of this Contract in “bold,” but which is not otherwise defined in this Article shall have the meaning ascribed by the words or clause immediately preceding such reference to the term in “bold.”

PROPRIETARY AND CONFIDENTIAL Page 1 

 

(a)           “Contract” means the present Contract between Customer and Supplier, any Annex attached and any valid amendment, any supplementary agreements and succeeding amendments thereto, defining the principal rights and duties of the Parties.

(b)           “Supply Price” or “Price” means the price payable to Supplier under the Contract for the full and proper performance of its contractual obligations under the Contract.

(c)           “Day” means respectively the Gregorian calendar year, month and day.

(d)           “Business Day” means the weekdays excluding public holidays recognized in the PRC.

(e)           “Equipment” means the physical items and their corresponding software to be provided by Supplier under the Contract as required for the satisfactory implementation of the Project or as specifically provided for in the Contract.

(f)           “Acceptance Tests” means the provisional and final acceptance test to be carried out for each individual component of Equipment in accordance with the provisions of the Contract.

(g)           “Preliminary Acceptance Test” (“PAT”) means the acceptance test conducted by the Parties within seven (7) days after the completion of the installation of the Equipment.

(h)           “Final Acceptance Test” (“FAT”) means the final acceptance testing to be carried out by the Parties within one year after the issuance of the PAC.

(i)           “Acceptance Certificate” means the certificate to be issued by Customer to Supplier upon completion of the PAT and the FAT respectively upon satisfactory commissioning of each individual component of Equipment, each a “PAC” or an “FAC” as the context requires.

(j)           “Parties” means Supplier and Customer collectively, and “Party” means either of Supplier or Customer individually, as the context dictates.

(k)           “Confidential Information” means any information disclosed in any form whatsoever (including, but not limited to, disclosure made in writing, orally or in the form of samples, models, computer programs or otherwise) by the disclosing Party to the receiving Party under this Contract, provided that (i) if such information is disclosed by the disclosing Party in writing, it shall be marked as confidential at the time of disclosure, (ii) if such information is disclosed by the disclosing Party orally, it shall be identified as confidential at the time of disclosure and shall also be summarized and designated as confidential in a written memorandum delivered to the receiving Party within thirty (30) days of disclosure, (iii) if disclosed in any other manner, it shall be designated in writing as confidential at the time of disclosure or (iv) notwithstanding subparagraphs (i), (ii) and (iii) of this definition, the nature of such information makes it obvious that it is confidential.

(l)           “Documentation” includes but is not limited to Equipment operation manuals, technical pamphlets, catalogues, advertising material, specifications and all other materials in relation to the Equipment and the business of the Supplier embodied either by hard copy or in any electronic form.

PROPRIETARY AND CONFIDENTIAL Page  2

 

(m)           “Site” means any land and other place on, under, in or through which the works of the Contract are to be executed and any other lands and places designated by Customer for working space or any other purpose as may be specifically stipulated in the Contract as forming part of a Site.

(n)           “Software” means the software bundled with, embedded, or supplied by Supplier with other equipment which is described in the Specifications, or any improvements and/or enhancements thereof, including: (i) man-machine executable object code version of the user loadable programs, (ii) the microcode embedded in Supplier’s equipment, (iii) any updated or revision of these programs or the microcode delivered to Customer.

(o)           “Technical Specifications” means the technical specifications for Supplier’s equipment.

(p)           “USD” or “U.S. Dollars” or “$” means the lawful currency of the United States of America.

(q)           “Network” means the network connecting the Equipment by which Customer operates its telecommunications system.

(r)           “Sub-supplier” means one party to any Subcontract as may be concluded between a Sub-supplier and Supplier by which Supplier delegates performance of certain obligations for the purpose of implementation of this Contract.

(s)           “Territory” means any geographic area under the jurisdiction of the PRC.

(t)           “Taxes” means all taxes, tariffs, levies, duties, withholdings and imposts, or any similar tax-related charges or levies imposed by any Governmental Authority within the Territory from time to time.

(u)           “Affiliate” means, in respect of a Party, any person or entity which directly or indirectly Controls, is Controlled by or is under common Control with that Party; “Control” or “Controlled” means in relation to a company, that the Controlling company, directly or indirectly and whether by ownership of share capital, possession of voting power, contract or otherwise, appoints and removes, or is able to appoint or removes, the majority of the members of the governing body of the Controlled company or otherwise controls or has the power to control the affairs and policies of that company.

(v)           “Project” means, telecommunications network to be provided by Supplier under the terms and conditions of the Contract.

ARTICLE 2 SCOPE OF SUPPLIES

Customer agrees to purchase from Supplier and Supplier agrees to sell to Customer, the Equipment and the related services named Haixi Wireless Broadband Network, which consists of a telecommunications network employing wireless broadband technology as set out in the final BILL OF QUOTATION provided by ZTE to Customer (BOQ) for Xiamen and Fuzhou cities in Fujian province in this Project.

PROPRIETARY AND CONFIDENTIAL Page  3

 

ARTICLE 3 CONTRACT PRICE

The contract total FOB price for Xiamen and Fuzhou cities is USD 9,570,167.30 (Nine Million Five Hundred Seventy Thousand One hundred Sixty-Seven and 30/100 US Dollars) which is specified in the BOQ.

The contract total DDP price which contains shipping, duty, insurance and any other expense incurred while shipping the goods will be specified in corresponding PO.

The trade terms shall be subject to the "International Rules for the Interpretation of Trade Terms"(INCOTERMS 2000) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.

Supplier guarantees that the price for the same Equipment specified in the BOQ will not be raised in the following 3 years until March 14th, 2014 in this Project.

ARTICLE 4 TERMS OF PAYMENT

4.1           Payment terms for all the Equipment shall be as follows:

Credit facility:	Vendor Financing
Buyer:	Gulfstream Capital Partners Ltd.
Supplier:	ZTE Corporation
Credit purpose:	To finance the purchase by Buyer of system Equipment from ZTE.
Down payment:	15% of the total value of the Contract, which shall be paid within 10 days after JV setup between ChinaTel Group and GBNC .
Facility amount:	85% the total value of the Contract
Currency:	United States Dollars
Tenor:	2.5 years (Including Grace Period)
Grace period:	1 year commencing from first Bill of Lading date under this purchase order.
Interest Rate	6 months Libor plus 2.5% per annum
Principal Repayment:	Three semi-annually equal installments, with first one beginning on the 180th day from end of Grace Period.
Interest Payment:	Together with each principal repayment.
Security:	1. Unconditional and irrevocable Corporate Guarantee by Gulfstream’s parent company ChinaTel for 100% of the financed amount, which is 85% of the Contract value; 2. Mortgage of 100% of System Equipment that are supplied by ZTE.
Assignment:	Supplier has right to assign all the account receivables to a third party with a written notice to Buyer.  Buyer shall accommodate necessary assistance to complete such assignment, including but not limited to acknowledging and signing any receivable assignment notice. A detailed financing agreement shall be entered into by the Buyer and supplier for the financing arrangement.

PROPRIETARY AND CONFIDENTIAL Page  4

 

4.2           Unless otherwise directed by Supplier, all payments shall be made to Supplier’s bank account stated as follows:

Account name:	ZTE CORPORATION
Account number USD:	810100277908092014
Bank name:	BANK OF CHINA SHENZHEN BRANCH
Swift code:	BKCHCNBJ45A
Bank address:	INTERNATIONAL FINANCIAL BLDG.,2022 JIANSHE ROAD,SHENZHEN, P.R. CHINA, POST CODE:518001

4.3           Issuance of Purchase Order and Payment

For the avoidance of any doubt and notwithstanding anything on the contrary in this Contract, any and all Purchase Order (“PO”) and associated payment under this Contract shall be issued by and made from Gulfstream.

4.4           For the avoidance of any doubt and notwithstanding anything on the contrary in this Contract, ChinaTel shall be responsible for issuing Payment stipulated herein to the Supplier if Gulfstream cannot perform its Payment obligation to Supplier as per this Contract.

ARTICLE 5 PACKAGING

All goods shall be packaged to prevent damage from dampness, rust, moisture, erosion and shock, and shall be suitable for transportation.

Seller shall be liable to Customer for any damage and loss of the goods attributable to inadequate or improper packaging.

The measurement, gross weight, net weight of each package and any necessary cautions such as "Do not Stack Upside Down", "Keep Away From Moisture", "Handle With Care" shall be indicated on the surface of each package with fadeless pigment, whenever necessary.

ARTICLE 6 DELIVERY TERMS

6.1           The term of delivery is DDP, which shall be interpreted in accordance with INCOTERMS 2000 of the International Chamber of Commerce.

6.2           The time of delivery: The time of delivery will be according to corresponding PO, subject to the completion of the financing arrangement.

PROPRIETARY AND CONFIDENTIAL Page  5

 

6.3           Customer’s obligations under this Contract beyond the first PO for Fuzhou and Xiamen city is contingent upon obtaining WBA licenses for additional cities.

6.4           Means of Transportation:  by sea to Port of Xiamen via Hong Kong, and by land to each destination within PRC, unless (i) applicable regulations permit delivery directly from Shenzhen to Xiamen, then by ground transportation, or (ii) by air when specified by Customer as to any particular PO or portion of PO, subject to payment of additional transportation expense incurred by the Supplier.

6.5           Port of Shipment: Shenzhen, China

Port of Destination: Xiamen, PRC, or other location within the PRC specified by the Customer.  Pricing  includes delivery to the final location where any particular component of Equipment will be installed.

6.6           Transshipment: allowed

Partial shipment: allowed

6.7           Supplier shall forward a copy of the following documents to Customer by way of facsimile within seven (7) days after each shipment:

a)           Transport document (bill of lading or airway bill, as the case may be);

b)           Commercial invoice;

c)           Packing list;

d)           Insurance policy

6.8           Supplier shall also, within seven (7) days after each shipment, inform Customer by way of telex or facsimile of the following information so as to ensure Customer receives the Equipment and is informed of Supplier’s arrangement for inland transportation in time:

(a)           Contract Number/PO Number;

(b)           Description of the Equipment components;

(c)           The actual loading quantity of the Equipment;

(d)           The total gross weight of the Equipment;

(e)           The total volume of the Equipment;

(f)           The vessel name or flight Number;

(g)           The estimated date of dispatch (ETD);

(h)           The estimated date of arrival at the destination (ETA).

6.9           Supplier shall, at its own cost and expense, be responsible for obtaining any import license or other official authorization and carrying out all customs formalities for the importation of the Equipment, and for its transit through any other countries. All customs duties, tariffs, fees, taxes, assessments and the charges of any nature whatsoever imposed and levied in the Territory in connection with the importation of the Equipment shall be paid by Supplier.

6.10           The detailed delivery information for each shipment, including but not limited to the type and number of Equipment,  the time and place of delivery, and the means of delivery, shall be specified in each corresponding PO. Subject to Article 6.2, if there is any discrepancy between the PO and this contract regarding the delivery of Equipment, the PO shall prevail.

PROPRIETARY AND CONFIDENTIAL Page  6

 

ARTICLE 7 SPARE PARTS

Supplier shall supply to Customer necessary spare parts, which shall be sufficient for system maintenance during the warranty period as specified in the Contract. The quantity of the spare parts should accord to each PO.

ARTICLE 8 LIQUIDATED DAMAGES

8.1           From Supplier – If Supplier fails to deliver any Equipment and/or Services within the specified schedule time, except under those conditions defined as Force Majeure or due to Customer’s fault, Customer may claim from Supplier as liquidated damages a sum equivalent to zero point one percent (0.1%) of the contract value of the Equipment and/or Services delayed, which shall be applied on daily basis, from the due date until the full settlement of the delayed Equipment or Services.  In any event, the aggregate sum of liquidated damages for any such delay shall not exceed Five per cent (5%) of the total value of the Equipment and/or Services delayed or any part thereof.

8.2           From Customer – If Customer fails to pay any sum due within the specified schedule, except under those conditions defined as Force Majeure or due to Supplier’s fault, Supplier may claim from Customer as liquidated damages a sum equivalent to zero point one percent (0.1%) of the overdue amount, which shall be applied on daily basis, from the due date until the full settlement of the delayed payment.

8.3           Demands of liquidated damages – Upon demand for liquidated damages, the non-defaulting Party shall notify the defaulting Party the payable amount of liquidated damages in writing. The defaulting Party shall pay the liquidated damages within ten (10) Business Days after the receipt of the written notice. If the defaulting Party disagrees with the amount of liquidated damages, it shall notify the non-defaulting Party within five (5) Business Days after the receipt of the written notice. The liquidated damages shall be paid within ten (10) Business Days after consensus has been reached in respect of the amount of damages.

ARTICLE 9 TERMINATION

9.1           This Contract may be terminated at any time prior to the Expiration Date by the mutual written Contract of the Parties.

9.2           Customer has the right to terminate this Contract except as to any Purchase Order already executed if at any time Customer considers the quantity of Equipment already delivered and installed is adequate for operation of Customer’s Network based on existing and projected subscriber revenue and taking into account the geographic and population coverage of the WBA licenses Customer is able to secure.

9.3           At any time prior to the Expiration Date, a Party (“Notifying Party”) may terminate this Contract through notice to the other Party in writing if:

PROPRIETARY AND CONFIDENTIAL Page  7

 

(a)           the other Party materially breaches this Contract, and such breach is not cured within 6 months; or

(b)           the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due; or

(c)           the conditions or consequences of Force Majeure which have a material adverse effect on the affected Party's ability to perform and which continues for a period in excess of six (6) months and the Parties have been unable to find an equitable solution.

In case the Contract is terminated according to cause (a),(b),(c) above, all other obligations of the Parties defined in this Contract remain valid.

ARTICLE 10 ASSIGNMENT AND SUBCONTRACT

Either Party may assign this Contract or any part thereof, to its Affiliates. Except for the above, neither Party may assign this Contract, or any part thereof, to any third Party without the express written authorization of the other Party. This Contract shall be binding upon the successors and permitted assigns of both parties. For the avoidance of any doubt and notwithstanding anything on the contrary in this Contract, the Customer shall not assign its Payment obligation against the Supplier under this Contract to its Affiliates or any third Party without the express written authorization of the Supplier.

Without violation of this Article, Supplier shall be entitled to subcontract all or any part of this Contract to competent Sub-supplier(s), provided that, Supplier guarantees Customer that the Sub-supplier(s) will perform its obligations in the same manner as Supplier in accordance with this Contract.  Notwithstanding any such subcontract, Supplier shall be responsible for the satisfactory performance of the whole Contract.

ARTICLE 11 LIMITATION OF LIABILITY

Except as provided in Article 8, Supplier shall not be liable to Customer for damages for loss of revenues or profits, loss of goodwill or any incidental, consequential, indirect or special damages in connection with the performance or non-performance of this Contract, whether or not Supplier was advised of the possibility of such damage.  The aggregate liability of Supplier for all claims for any loss, damage or indemnity whatsoever resulting from its performance or non-performance of this Contract shall in no case exceed the payment actually received by it under this Contract. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

ARTICLE 12 FORCE MAJEURE

Where the performance of either Party under this Contract is hindered by or rendered impossible on account of Force Majeure, including earthquakes, typhoon, flood , fires, war and other unexpected or unavoidable forces in respect of their consequence or results, the Party in contingency shall provide notice to the other Party of such contingency immediately, and within 15 days shall present valid documents signed by the notarial agency of the locale, stating the details of the incident and proving the circumstance and the extended time of performance required. The Party in contingency shall be exempt from liability for damages caused to the other Party as a result of and during the pendency of any event constituting Force Majeure.

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ARTICLE 13 APPLICABLE LAW AND RESOLUTION OF DISPUTES

This contract, including without limitation its conclusion, validity, construction, performance and settlement of the disputes, shall be governed by the law of Hong Kong, without giving effect to the principles of conflict of law.

Any dispute arising from, or in connection with the contract shall be first settled through friendly negotiation by both Parties. In case no settlement to disputes can be reached through amicable negotiation by both Parties, the disputes shall then be submitted to Hong Kong International Arbitration Center (“HKIAC”) for arbitration in accordance with its Arbitration Rules in force at the time of application for arbitration.  The arbitration shall proceed in Hong Kong. The arbitral award is final and binding upon both Parties.  The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitration commission.

To the fullest extent permitted by law, this arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the parties so as to protect relevant valuable information or intellectual property rights.

Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Agreement except for those matters under arbitration.

ARTICLE 14 GOVERNING LANGUAGE

The Contract is entered in the English language.  Should a translation of the Contract into any other language be made for any reason, all matters involving interpretation shall be governed by the English text.  The day-to-day language of communication and document transfer between the parties shall be English.

ARTICLE 15 CONFIDENTIALITY

15.1           All Confidential Information shall remain the property of the disclosing Party and shall only be used by the other Party for the purposes of the Contract.  Each Party agrees to prevent unauthorized disclosure, sale, transfer, modification, translation, or reproduction of the other Party’s confidential information in accordance with the terms and conditions of the Non-Disclosure Contract entered into between the Parties.

15.2           Each Party acknowledges that any violation of the duty of confidentiality set forth in the Non-Disclosure Contract is considered to be acting in bad faith and illegal.  A party acting in bad faith during the term of the Contract/Contract shall indemnify the damages caused to the other Party.

ARTICLE 16 INTELLECTUAL PROPERTY RIGHTS

16.1           All patents, trade and service marks, design rights, copyrights, know-how, trade secrets and other intellectual and industrial property interests or rights (collectively, “Intellectual Property Rights”) in and to the Equipment, and all associated materials in any form, shall remain the property of Supplier and its Sub-suppliers, as appropriate.  Nothing contained in this Contract shall be understood, construed, and interpreted to be a transfer of such rights to Customer.

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16.2           Subject to terms and conditions of this Contract, Supplier grants to Customer a non-exclusive, non-transferable right to use any Software delivered with the Equipment, if any.  Customer shall not directly or indirectly, sell, transfer, offer, disclose, lease, or license any Software to any third party without prior authorization from Supplier.

16.3           The Customer shall not:

(a)              use the Software for any purpose other than as expressly provided by the terms of this Software License;

(b)              allow anyone other than Customer’s employees, agents and/or representatives with a “need to know” to have access to the Software;

(c)              make any copies of the Software except such limited number of object code copies as may be reasonably necessary for execution or archival purposes only;

(d)              make any changes to the Software, other than those arising from Customer’s normal use of the Software as explained in the associated documentation; or

(e)              reverse engineer or in any other manner decode the Software, in order to derive the source code form or for any other reason.

ARTICLE 17 NO JOINT VENTURE

Nothing in this Contract shall be construed to constitute, create, give effect or recognize a joint venture partnership or formal business entity of any kind.  Nothing shall be construed as providing for the sharing of profits or losses arising out of the efforts of either Party except as may be provided in any separate contract entered into between the parties (if any).

ARTICLE 18 NOTICES

Notices under this Contract must be in writing, to be sent via the regular post, postage prepaid, or by overnight courier service, personal delivery, or by confirmed facsimile.  If sent by confirmed facsimile, notice will be effective one business day after being sent.  If sent by confirmed personal delivery, notice will be effective at the time of delivery.  If sent by overnight courier service, notice will be effective upon the actual time of delivery.  Notices should be sent to the following addresses:

Customer: Gulfstream Capital Partners Ltd.

________________________________

Tel:

Fax:

Attn: Mario Alvarez

with a copy to:

ChinaTel Group, Inc.

12526 High Bluff Drive, Suite 155, San Diego, CA  92130

Tel: +1 (760) 230-8986

Fax: +1 (760) 359-7042

Attn: Kenneth L. Waggoner

PROPRIETARY AND CONFIDENTIAL Page  10

 

Supplier: ZTE CORPORATION

ZTE Plaza, Keji Road South, Hi-Tech Industrial

Park, Nanshan District, Shenzhen, P.R.China

Tel: 0086 -755 -26770000

Fax: 0086 -755 -26771999

ARTICLE 19 NO WAIVER

The failure of either party to insist upon strict adherence to any term or condition of this Agreement on any occasion shall not be considered a waiver of any right to insist upon strict adherence to that term or condition or any other term or condition of this Agreement.

ARTICLE 20 MISCELLANEOUS

20.1           This Contract shall come into force on the date (“Effective Date”) appearing in the preamble upon the signature by the Parties and shall be valid until December 31, 2025 (“Expiration Date”).

20.2           This Contract and its Annexes constitutes the entire Contract and understanding between the Parties with respect to the subject matter hereof, and there are no additional or other promises, representations, warranties or contracts or understandings, whether written or oral, except those as contained herein.

20.3           All the sections of this Contract which by their nature are intended to survive the termination, shall survive any termination of this Contract.

20.4           If any term or provision of this Contract is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Contract will not be affected.

20.5           This Contract may not be altered, modified, or waived in whole or in part, except in writing, signed by the Parties.

20.6           If there are any discrepancies exist between this Contract and its Annexes, the provisions of this Contract shall prevail.

PROPRIETARY AND CONFIDENTIAL Page  11

 

IN WITNESS WHEREOF, this Contract has been duly signed by the Parties hereto, in quadruplicate, on the day written above.

For and on behalf of Customer:
GULFSTREAM CAPITAL PARTNERS, LTD.	CHINATEL GROUP, INC.
By: /s/ Colin Tay	By: /s/ Colin Tay
Name: Colin Tay	Name: Colin Tay
Title: Secretary / Director	Title: President
Witness:	Witness:
By: /s/ Colin Tay	By: /s/ Colin Tay
Name: Colin Tay	Name: Colin Tay

For and on behalf of Supplier:

ZTE CORPORATION

By:  /s/ Gong Yuezhong                                                                        

Name: Gong Yuezhong

Title: Senior Vice President

Witness:

By:  /s/ Gong Yuezhong                                                                        

Name: Gong Yuezhong

PROPRIETARY AND CONFIDENTIAL Page  12

ZTE BILL OF QUOTATION FOR CHINATEL HAIXI WIRELESS BROADBAND PROJECT

S/N	Item	Price After Discount (USD)	Quantities/  Licenses
I	Equipment
1	001ChinaTel-Fuzhou
1.1	Medium DC Power System
1.1.1	ZXDU68 T601(V4.1) DC POWER SYSTEM	***	38
1.2	BWA Distributed Base Station System
1.2.1	Distributed Base Station(B8200+R9110)	***	92
1.3	document
1.3.1	DOCUMENTATION	***	3
1.4	BWA Operation Maintenance Center
1.4.1	OMM	***	1
1.5	BWA Core Network (8 Gbps/40k online subs.)
1.5.1	ZXMBW AGW	***	1
1.6	Core Network Common Unit
1.6.1	Installation Materials	***	1
1.7	Universal Subscriber Database Product (100k subs. For UniA/10 users for Oracle DB
1.7.1	ZXUN UniA	***	1
1.8	Converged communication product (ZXECS)
1.8.1	Integrated service switching equipment (ZXECS IBX1000)	***	1
1.8.2	ZXECS CC100	***	1
1.8.3	ZXSEC US6110	***	2
1.9	T1200 Series Router
1.9.1	ZXR10 T600 (domestic)	***	4
1.10	5900 Ethernet Switch
1.10.1	ZXR10 5928E	***	42
1.11	Network Management Software
1.11.1	NetNumen N31(IP)	***	1
2	002ChinaTel-Xiamen
2.1	Medium DC Power System
2.1.1	ZXDU68 T601(V4.1) DC POWER SYSTEM	***	33
2.2	BWA Distributed Base Station System
2.2.1	Distributed Base Station(B8200+R9110)	***	80
2.3	document
2.3.1	DOCUMENTATION	***	3
2.4	BWA Operation Maintenance Center
2.4.1	OMM	***	1
2.5	BWA Core Network
2.5.1	ZXMBW AGW	***	1
2.6	Core Network Common Unit
2.6.1	Installation Materials	***	1
2.7	Universal Subscriber Database Product
2.7.1	ZXUN UniA	***	1
2.8	Converged communication product (ZXECS)
2.8.1	ZXSEC US1300	***	2
2.9	T1200 Series Router
2.9.1	ZXR10 T600 (domestic)	***	4
2.10	5900 Ethernet Switch
2.10.1	ZXR10 5928E	***	30
2.11	Network Management Software
2.11.1	NetNumen N31(IP)	***	1
Subtotal I		***
II	Transport Insurance (Pricing specified in corresponding PO)
III	Technical Service (Pricing specified in separate Service Contract)
1	Site survey
2	Supervision
3	Installation and commissioning
4	Network planning and optimization
5	Documentation
6	Training
	SubTotal III
Subtotal I+II+III		***
Warranty (Additional one year Warranty)		***
Grand Total		US$9,570,167.30

***  Confidential treatment requested

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

CHINATEL SIGNS CONTRACTS FOR ZTE TO SUPPLY EQUIPMENT AND SERVICES

FOR ITS WIRELESS BROADBAND NETWORK IN FUJIAN PROVINCE

ChinaTel advances its deployment in the Haixi Special Economic Zone within the People’s Republic of China

SHENZHEN, CHINA and SAN DIEGO, CA – March 14, 2011 –ZTE Corporation (“ZTE”) (H share stock code: 0763.HK / A share stock code: 000063.SZ), a leading global provider of telecommunications equipment and network solutions, and China Tel Group, Inc. (“ChinaTel”) (OTCQB:CHTL), a US-based operator of wireless broadband and telecommunications networks, today jointly announced they have signed a contract for ZTE to supply ChinaTel with infrastructure equipment for the nine city wireless broadband network ChinaTel is deploying in the Fujian province.  The value of equipment for the first two cities is $9.57 million.  The parties have agreed on component pricing for future equipment in the other seven cities, which will be ordered upon completion of engineering work to determine final equipment needs.  The parties will also enter into a separate contract for ZTE to provide professional services including network planning and optimization and equipment installation for all nine cities.

Phase 1 of the Fujian wireless broadband access (WBA) project will focus on two major cities: Fuzhou, the capital city of Fujian province, and Xiamen, one of the four special economic zones in PRC.  Phase 2 of the Fujian WBA project will expand to seven additional cities (Quanzhou, Zhang Zhou, Longyan, Putian, Sanming, Nanping and Ningde) within the next 8 months.  ChinaTel will complete engineering for the Phase 2 cities by Q3, 2011.  The equipment contract calls for delivery of 172 base stations and associated core equipment for installation in Xiamen and Fuzhou.  ChinaTel projects the equipment for Phase 1 will be delivered by July 2011, and construction of Phase 1 will be complete and a commercial launch of the network in Fuzhou and Xiamen will occur by Q4, 2011.

All nine cities covered by the current phases of the project are within Fujian Province, which enjoys status under PRC law as Haixi Special Economic Zone, to promote foreign investment and international trade.  “We expect to benefit in a variety of ways from the relaxed economic regulations in effect in Fujian Province, in terms of the services we will offer, as well as the technology we will employ,” stated ChinaTel’s President Colin Tay.

Today’s announcement marks another milestone in the relationship between ZTE and ChinaTel.  “The contracts for the Fujian WBA project reinforce the strength of our partnership with ZTE,” noted ChinaTel’s CEO, George Alvarez.  “From cutting edge technology, to aggressive pricing strategies, to favorable deferred payment terms, ZTE has demonstrated its ability to satisfy all of ChinaTel’s needs.”  ZTE and ChinaTel entered into a global strategic memorandum of understanding in August 2010.  In November 2010, the parties finalized equipment and services contract needs for deployment of a WBA network in Peru by ChinaTel’s subsidiary, Perusat.  ZTE is also assisting ChinaTel with design and engineering to determine the scope of infrastructure equipment needed to upgrade the fiber optic cable connecting most major cities within PRC as part of ChinaTel’s deployment map.

For more information about ChinaTel, visit www.chinatelgroup.com. To learn more about ZTE, visit http://wwwen.zte.com.cn/en/. In addition, executives from ChinaTel and ZTE are now available for media and analysts interviews.

- MORE -

About China Tel Group, Inc.

ChinaTel acquires spectrum assets through acquisition or joint venture relationships, and provides capital, engineering, architectural and construction services related to the build-out of wireless broadband telecommunications networks, which it then operates by offering services attractive to residential, enterprise and government subscribers.  ChinaTel currently focuses on emerging markets where internet penetration rate is low relative to the capacity of incumbent operators to provide comparable cutting edge services, and/or where the entry cost to acquire spectrum is low relative to projected subscribers.  ChinaTel currently has project operations in People’s Republic of China and Peru.  Additional target markets include countries in Latin America, the Caribbean, Southeast Asia and Eastern Europe.  ChinaTel’s administrative headquarters are in San Diego, California.  For more information, please visit www.chinatelgroup.com.

About ZTE Corporation

ZTE is a leading global provider of telecommunications equipment and network solutions with the most comprehensive product range covering virtually every sector of the wireline, wireless, service and terminals markets. The company delivers innovative, custom-made products and services to over 500 operators in more than 140 countries, helping them to meet the changing needs of their customers while achieving continued revenue growth.  ZTE’s 2009 revenue led the industry with a 36% increase to USD 8,820.7 million.  ZTE commits 10 percent of its revenue to research and development and takes a leading role in a wide range of international bodies developing emerging telecoms standards.  A company with sound corporate social responsibility (CSR) initiatives, ZTE is a member of the UN Global Compact.  ZTE is China’s only listed telecom manufacturer, publicly traded on both the Hong Kong and Shenzhen Stock Exchanges (H share stock code: 0763.HK / A share stock code: 000063.SZ).  For more information, please visit www.zte.com.cn.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties.  Actual results, events and performances could vary materially from those contemplated by these forward-looking statements.  These statements involve known and unknown risks and uncertainties, which may cause the Company's actual results, expressed or implied, to differ materially from expected results.  These risks and uncertainties include, among other things, product demand and market competition.  You should independently investigate and fully understand all risks before making an investment decision.

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ChinaTel Contacts:

Media/Analyst Relations	Retail Investors
Kimberley Brown	Tim Matula
Core Insights 360 PR	ChinaTel Group, Inc.
Public Relations	Investor Relations
1-404-314-2900	(Toll Free) 1-877-260-9170
kbrown@coreinsights360.com	investors@chinatelgroup.com