EX-10.44 CDMA BUSINESS FRAMEWORK AGREEMENT






Exhibit 10.44




[English Translation]




CDMA Business Transfer Framework Agreement




Between




China Unicom Corporation Limited




And




China Unicom Limited




And




China Telecom Corporation Limited




2 June 2008




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Content




	 	 	 	 	 	 	 
	Title	 	Page
	1.

	 	Sale and Purchase	 	 	2	 
	2.

	 	Purchase Consideration and its Adjustment Mechanism	 	 	3	 
	3.

	 	Conditions to Completion	 	 	4	 
	4.

	 	Joint Working Committee	 	 	6	 
	5.

	 	Prior-Completion Undertakings	 	 	6	 
	6.

	 	Completion and Final Transfer	 	 	7	 
	7.

	 	Representations and Warranties	 	 	9	 
	8.

	 	No Revocation or Termination Right	 	 	11	 
	9.

	 	Employee	 	 	11	 
	10.

	 	Arrangement after Completion Commencement Date	 	 	11	 
	11.

	 	Payment	 	 	12	 
	12.

	 	Announcement	 	 	12	 
	13.

	 	Confidentiality	 	 	12	 
	14.

	 	No Transfer	 	 	13	 
	15.

	 	Further Assurances	 	 	13	 
	16.

	 	Taxes and Expenses	 	 	14	 
	17.

	 	Notice	 	 	14	 
	18.

	 	Conflicts with Other Agreements	 	 	15	 
	19.

	 	Waivers, Rights and Remedies	 	 	15	 
	20.

	 	Counterparts	 	 	15	 
	21.

	 	Effectiveness and Amendment	 	 	15	 
	22.

	 	Invalidity	 	 	15	 
	23.

	 	Governing Law and Arbitration	 	 	16	 
	Schedule I Definitions and Interpretations	 	 	 	 






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This Agreement was entered into by the following parties in Beijing, the People’s Republic of China
(the “PRC” or “China”) on 2 June 2008:





	(1)	 	China Unicom Corporation Limited, a foreign-invested enterprise incorporated in the PRC, with
its address at 12/F, Henderson Center Office Tower 1, 18 Jianguomennei Avenue, Dongcheng
District, Beijing, the PRC (the “Seller”)






	(2)	 	China Telecom Corporation Limited, a joint stock limited company incorporated in the PRC with
limited liability, with its address at 31 Financial Street, Xicheng District, Beijing , the
PRC (the “Purchaser”)






	(3)	 	China Unicom Limited, a company incorporated in Hong Kong with limited liability, at 75/F,
The Centre, 99 Queen’s Road Central, Hong Kong, the PRC (“Unicom Listco”)




Words and expressions used in this Agreement shall be defined and interpreted in accordance with
Schedule 1.



Whereas:





	(1)	 	As of the date of this Agreement, Unicom Group is the sole telecom operator holding the
license from the then Ministry of Information Industry to provide CDMA mobile
telecommunications services in the PRC. Unicom New Horizon, a wholly-owned subsidiary of
Unicom Group, is responsible for the development of CDMA Network in the PRC.






	(2)	 	The Seller is a foreign-invested enterprise incorporated and existing in the PRC, with 100%
of its equity rights held by Unicom Listco. In accordance with the Unicom CDMA Lease Agreement
dated 26 October 2006 entered into between Unicom Group, Unicom New Horizon and Unicom A Share
Company and the Transfer Agreement of the Unicom CDMA Lease Agreement entered into on the same
date between Unicom A Share Company and the Seller, the Seller operates CDMA business by
leasing capacity on the CDMA Network exclusively from Unicom New Horizon.






	(3)	 	The Purchaser is a joint stock limited company incorporated and existing in the PRC with
limited liability, whose shares are listed in Hong Kong and the United States of America, with
70.89% of its shares held by Telecom Group.




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	(4)	 	To develop mobile business and accomplish comprehensive business operation, the Purchaser
proposes to purchase from the Seller the CDMA Business and related assets and liabilities; to
adjust business distribution and concentrate its strength on the development of GSM business,
the Seller proposes to sell to the Purchaser the CDMA Business and related assets and
liabilities owned and operated by it (the “Business Transaction”). Meanwhile, Telecom Group
proposes to purchase all assets owned by Unicom New Horizon, Unicom New Horizon proposes to
sell all assets owned by it to Telecom Group, while Telecom Group proposes to purchase part of
CDMA assets owned by Unicom Group, and Unicom Group proposes to sell part of CDMA assets owned
by it to Telecom Group (the “Asset Transfer”).




Therefore, the parties have reached the following framework agreement for the Business Transaction
through friendly negotiation on an equality and mutual beneficial basis:




1. Sale and Purchase



1.1 The Seller shall sell all Businesses and related assets and liabilities owned and operated by
it as of the Completion Commencement Date (the “Target Businesses”) in accordance with terms and
conditions set out in this Agreement and the Detailed Agreements, including:





	(1)	 	CDMA Subscribers and related rights and obligations (including but not limited to receivable
usage fees due, prepayment by subscribers, balance relating to rechargeable cards under
pre-payment arrangement for nationwide CDMA intelligent network, subscriber deposits,
subscriber bonus costs, balance of handset price to be amortized that have actually occurred
prior to the Completion Commencement Date);






	(2)	 	Tangible and intangible assets related solely to the Businesses, including but not limited to
subscriber information and business information, handsets, accounts receivable, monetary
funds, franchise shops for CDMA terminals (if any), telecom cards, rechargeable cards, and
trademarks, brand-names (including product names), copyrights, proprietary technologies,
patent and other intellectual properties (if any), except as otherwise agreed upon by the
Seller and the Purchaser;




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	(3)	 	Contractual relationships and business arrangements related solely to the Businesses,
including but not limited to interconnection agreements, subscriber connection agreements,
equipment supply agreements, IT service agreements, sales outlets operation agreements, sales
outlets investment agreements (if any), and existing cooperation, agency, and other businesses
related to contractual relationships and business arrangements in respect of the Business of
various non-self-owned sales outlets;






	(4)	 	Other contractual relationships and business arrangements related to the Businesses to be
defined in the Detailed Agreements by the Seller and the Purchaser;






	(5)	 	Other assets including CDMA/GSM Shared Base Stations agreed upon by the Seller and the
Purchaser; and






	(6)	 	Such Liabilities directly related to the above mentioned Items (1)-(5) as of the Completion
Commencement Date, except any interest bearing liabilities and other liabilities to be defined
in the Detailed Agreements by the Seller and the Purchaser. To avoid any doubt, assets related
to the Assumed Liabilities shall be deemed to be included in Items (1)-(5) above.




1.2 The parties shall consult with each other and agree separately in the Detailed Agreements as to
whether China Unicom (Macau) Ltd. and Unicom Huasheng Telecommunications Technology Company Limited
shall be included in the Target Businesses.



1.3 From the date of this Agreement to the Delivery Date, the parties shall, in accordance with
principles set out in Article 1.1, confirm a list of the Target Businesses. In particular, the
parties shall complete the preparation of the initial list of the Target Businesses prior to the
signing of the Detailed Agreements and update such initial list before the Completion Commencement
Date in a manner as confirmed by the parties, so as to ensure the final list of the Target
Businesses can be prepared within 20 days from the Completion Commencement Date or on another date
agreed upon by the parties. The final list may be adjusted within the Completion period, subject to
agreement of the parties. The parties shall sign the final Completion list on the Delivery Date.



2. Purchase Consideration and its Adjustment Mechanism




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2.1 The selling price of the Target Businesses (the “Initial Consideration”) shall be RMB 43.8
billion.



2.2 The parties agree that the Initial Consideration shall be adjusted pursuant to the following
mechanism, i.e., based on CDMA Service Revenue disclosed in 2008 Interim Report of Unicom Listco
(R1) and CDMA Service Revenue disclosed in 2007 Interim Report of Unicom Listco (R2), with A as the
coefficient:




Adjusted transaction consideration = A x the Initial Consideration




If (R1/R2+0.02) > or = 1, then A = 1,



If (R1/R2+0.02) < 1, then A = (R1/R2+0.02).



The price adjusted pursuant to the above mechanism shall be the Final Purchase Price (the “Final
Purchase Price”).



2.3 The Purchaser shall pay the Final Purchase Price to the Seller in cash in three (3)
installments as follows:





	(1)	 	The Purchaser shall pay the Seller 70% of the Final Purchase Price (the “First Installment”)
within three (3) days from the Unconditional Date;






	(2)	 	The Purchaser shall pay the Seller 20% of the Final Purchase Price (the “Second Installment”)
within three (3) days from the Delivery Date; and






	(3)	 	The Purchaser shall pay the Seller 10% of the Final Purchase Price (the “Third Installment”)
before 31 March 2009.




Each of the above installments (if applicable) may be offset by such equal money amount payable by
the Seller to the Purchaser, subject to agreement by all parties to this Agreement.




3. Conditions to Completion



3.1 The Completion shall be subject to the fulfillment or waiver of the following conditions:




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	(1)	 	There being no Material Adverse Change in the operation of the Target Businesses;






	(2)	 	The Business Transaction having been approved by shareholders of Unicom Listco pursuant to
applicable laws, regulations and the Listing Rules, and the CDMA Termination Agreement having
been approved by the independent shareholders of Unicom Listco;






	(3)	 	The Business Transaction having been approved by the Purchaser pursuant to applicable laws
and regulations;






	(4)	 	The Business Transaction having been approved by shareholders of Unicom A Share Company
pursuant to applicable laws, regulations and the Listing Rules, and the CDMA Termination
Agreement having been approved by the non-connected shareholders of Unicom A Share Company;






	(5)	 	The amendments to articles of association and changes to business scope having been approved
by the shareholders of the Purchaser at the general meeting pursuant to applicable laws,
regulations and the Listing Rules, and the Telecom CDMA Lease Agreement having been approved
by the independent shareholders of the Purchaser;






	(6)	 	all approvals, permits, filings and registrations in connection with the Business Transaction
and the Asset Transfer Agreement having been obtained from the relevant governmental and
regulatory authorities in the PRC and any other relevant jurisdictions, which shall include
but not limit to, the approval of the Ministry of Industry and Information for Telecom Group
to authorize the Purchaser to operate mobile telecommunications business and to use the
relevant telecommunications resources such as CDMA bandwidth and network numbers, and such
approvals remain in full force and effect without modification;






	(7)	 	All necessary procedures required by applicable laws and binding agreements or documents in
connection with the Business Transaction having been performed by the Seller in accordance
with the Completion Plan, including but not limited to those regarding creditors’
announcement/notification procedures or obtaining such consent from such creditors;




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	(8)	 	The Detailed Agreements in connection with the Business Transaction and the agreement
regarding the arrangements in the Transition Period having been entered into by the Seller,
the Purchaser and Unicom Listco; and






	(9)	 	The Asset Transfer between Unicom New Horizon, Unicom Group and Telecom Group having been
commenced at the same time.




3.2 Each party shall use its respective reasonable endeavors to procure the satisfaction of all
conditions set out in Article 3.1 as soon as practicable before 30 September 2008.



3.3 If the above conditions are not satisfied on or before 31 December 2008 (or such other date as
the parties may agree), this Agreement will automatically terminate (except for Surviving
Provisions). Under such circumstance, no party (or its Affiliate) shall be entitled to make a claim
of any nature against any other party (or its Affiliate) pursuant to this Agreement, except for
claims related to rights or obligations accrued before the termination or under Surviving
Provisions.



4. Joint Working Committee



The relevant parties shall consult with each other and establish a Joint Working Committee within 4
Business Days after the signing of this Agreement. The duty of the Joint Working Committee is to
ensure the smooth operation and transfer of the Target Businesses in the transaction period.



5. Pre-Completion Undertakings



5.1 Except otherwise stipulated in the Transaction Documents or with the consent of the Purchaser
or as approved or recognized by the Joint Working Committee, the Seller and Unicom Listco undertake
that before the Completion Commencement Date:





	(1)	 	The operation and management of the Target Businesses will be conducted in the ordinary
course, i.e., (i) it will not make any material change to the usual operation policies of the
Target Businesses (including but not limited to practice and policies relating to operation,
marketing and pricing); (ii) it will not make any material change to its usual financial
policy of the Target Businesses; (iii) it will actively protect the subscriber base of the
Target Businesses, and will expand the




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	 	 	subscriber base with its usual sales practice; (iv) it will ensure that the normal operation of
the Target Businesses is maintained, and will ensure that services meeting the usual standards
will be provided to the subscribers of the Target Businesses;






	(2)	 	It will not enter into any contract on the Target Businesses with a value in excess of RMB20
million;






	(3)	 	It will not make any investment in connection with the Target Businesses for an amount
exceeding RMB20 million;






	(4)	 	It will not make any disposal in connection with the Target Businesses (including but not
limited to transfer, acceptance, leasing, pledging or otherwise creating third party rights
thereon) for an amount exceeding RMB20 million;






	(5)	 	It will not make any substantial adjustments to its labour relationship with, or the
positions and remuneration for, any of its employees working for the CDMA Business and staff
to join the Purchaser; and






	(6)	 	The Purchaser will not, at the Completion Commencement Date, have any liability for
outstanding benefits or social securities owed to Transferred Employees.




5.2 The Seller will actively cooperate with the Purchaser to complete the due diligence
investigations, accounts verification, and stock-taking of assets of the Target Businesses in
accordance with reasonable requests from the Purchaser.



6. Completion and Final Transfer



6.1 The Completion Commencement Date shall be the date on which the Purchaser makes the payment of
the First Installment pursuant to requirements of Article 2.3 of this Agreement.



6.2 On the Completion Commencement Date, the Target Businesses will be deemed as legally owned by
the Purchaser. Unless the parties otherwise agree, any obligations and liabilities arising from the
operation and management of the Target Businesses before the Completion Commencement Date shall be
borne by the Seller; from the Completion Commencement Date, any obligations or liabilities arising
from the


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operation and management of the Target Businesses shall be borne by the Purchaser.



6.3 The Purchaser and the Seller agree to cooperate and complete, within 60 days from the
Completion Commencement Date, a substantial delivery of the Target Businesses pursuant to the
Completion Plan (the “Delivery Date”). To achieve the above mentioned target, the parties will,
before the signing of the Detailed Agreements, jointly conduct the classification, due diligence
investigations, accounts verification, and stock-taking of the Target Businesses and related assets
and other follow-up jobs, and the confirmation of related lists (including those on assets,
liabilities, staff, and material contracts), as well as the initial list of the Target Businesses
as soon as practicable.



6.4 To accomplish a full delivery of the Target Businesses, the Seller shall, pursuant to the
Completion Plan agreed upon by the parties, engage in actions including but not limited to the
followings within 60 days from the Completion Commencement Date:





	(1)	 	On the Completion Commencement Date, to issue an announcement regarding the transfer of CDMA
Subscribers due to the Business Transaction, stating that all CDMA Subscribers will be
transferred to the Purchaser since the Completion Commencement Date;






	(2)	 	On the Completion Commencement Date, to transfer the employment relationship of all
Transferred Employees to the Purchaser;






	(3)	 	To transfer all assets of the Target Businesses (including tangible and intangible assets) to
the Purchaser, to revise the present contractual relationships and business arrangements of
the Seller related to the Target Businesses, so that all rights owned and obligations taken by
the Seller will be owned and taken by the Purchaser (or jointly owned and taken);






	(4)	 	To deliver all business information (including but not limited to related contract copies,
subscriber information, business records, financial and accounting records, operation records,
statistical data, instruction books, maintenance handbooks, training handbooks and other
documents, data and information necessary and related to the proper operation of Target
Businesses, including in paper, electronic and other forms) related to the Target Businesses
and incidental to the transferred assets and transferred liabilities to the Purchaser on an
“as is” basis;




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	(5)	 	Where the Target Business involves any change of the parties to any contract, to handle the
procedure for such changes; and






	(6)	 	To transfer Assumed Liabilities, and change the contractual parties on any Assumed
Liabilities to the Purchaser.




The Seller and the Purchaser will further agree on detailed arrangements related to the Completion
in the Detailed Agreements.



6.5 The Seller agrees to cooperate with the Purchaser in the Completion pursuant to Article 6.4
above.



6.6 The Seller undertakes that, within the period from the Completion Commencement Date to the
Delivery Date, Article 5.1 of this Agreement shall continue to be applicable to such part of the
Target Businesses that has not been transferred to the Purchaser has not been completed.



7. Representations and Warranties



7.1 Representations and Warranties of the Seller



As of the date of this Agreement, the Completion Commencement Date and the Delivery Date, except
for items disclosed in writing in the Transaction Documents or for which provisions have been made
in the financial statements, the Seller makes the following representations and warranties (the
“Warranties of the Seller”) to the Purchaser:





	(1)	 	It holds all the relevant permits, licences or authorization from government authorities
necessary for the operation of the Target Businesses (including infrastructure
telecommunications business and value-added telecommunications business);






	(2)	 	Its execution and implementation of this Agreement will not result in:






	(a)	 	any breach of its constitutional documents and other related documents, or any laws, rules
and regulations applicable to the company; or






	(b)	 	any breach of any material contract, agreement, licence, or other indenture entered




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	 	 	into by it as a party, or any order, judgment and decree issued by any court, government
authority and regulatory authority.






	(3)	 	It legally owns and operates the Target Businesses and related assets, which are free of
(including but not limited to) any charge, pledge, lien, reserved rights or any other third
party rights and other restriction to rights;






	(4)	 	The Seller agrees that, in the Detailed Agreements to be entered into by the parties, it will
make detailed representations and warranties to the Purchaser on the conditions of the Target
Businesses (including but not limited to those relating to business, technology, financial
affairs, law, and other aspects) and on the validity of its sale of the Target Businesses in
accordance with market practice and on terms mutually agreed by the Purchaser and the Seller.




7.2 Warranties of Unicom Listco



Unicom Listco provides its warranty in respect of the representations and warranties made by the
Seller in Article 7.1 of this Agreement.



7.3 Representations and Warranties of the Purchaser



As of the date of this Agreement, the Completion Commencement Date and the Delivery Date, the
Purchaser makes the following representations and warranties (the “Warranties of the Purchaser”) to
the Seller:





	(1)	 	The execution and implementation of this Agreement will not result in:






	(a)	 	any breach of its constitutional documents and other related documents, or any laws, rules
and regulations applicable to the company; or






	(b)	 	any breach of any material contract, agreement, licence, or other indenture entered into by
it as a party, or any order, judgment and decree issued by any court, government authority and
regulatory authority.






	(2)	 	The Purchaser has such immediately available financial resources (in cash or loan) as
necessary for payment of the purchase price on the due date pursuant to this Agreement and
perform other obligations hereunder;




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	(3)	 	The Purchaser agrees to make detailed representations and warranties to Unicom Listco and the
Seller on the validity of its purchase of the Target Businesses in the Detailed Agreements in
accordance with market practice and on terms mutually agreed by the Purchaser and the Seller.




8. No Revocation or Termination Right



Unless otherwise stipulated in this Agreement, no party shall have the right to revoke or terminate
this Agreement under any circumstance (whether before or after the Completion).



9. Employees



9.1 The total number of employees to be transferred from the Seller to the Purchaser will be
determined based on the proportion of the CDMA Service Revenue for 2007 to the total service
revenue of Unicom Listco for the same period. The scope of such transfer covers existing
contract-based employees of the Seller as at 31 December 2007. Professional employees directly
related to CDMA Network shall be transferred to the Purchaser and other employees providing
management and business support for the development of CDMA Network business shall be transferred
proportionately. A specific plan will be determined by the parties through consultation, taking
into consideration the geographical differences between the South and the North and other factors
in present businesses of related enterprises, and the relevant agreement will be entered into
between the parties separately. Retired employees, whether officially retired, retired with honor
or retired before the stipulated age, shall not be included in the scope of such transfer.



9.2 The services provided by the seconded employees to the Purchaser will be determined, after the
Purchaser consulted the Seller, in a separate agreement based on the necessity of the CDAM Network
operation and existing services provided by the seconded employees working with the Seller for CDAM
Network business. Such employees shall be seconded to the Purchaser under new agreements entered
into by them with intermediaries to ensure a smooth transition of the business operation.



9.3 The parties shall finalize the list of Transferred Employees as soon as practicable so as to
stabilize the workforce and facilitate the management.



10. Arrangement after the Completion Commencement Date


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After the Completion, as the Seller and the Purchaser will each own certain CDMA Network/GSM
Network Shared Assets, in order to ensure that the businesses of each party will be operated
normally and services to subscribers will not be affected, the Seller and the Purchaser shall, on
the principle of reciprocity, provide each other with such operation conditions and service
assurance as necessary, including reciprocal use of the IT system and the value-added service
platform shared by CDMA Network and GSM Network until 31 March 2009.



11. Payment



11.1 All payments payable by the Purchaser pursuant to this Agreement and the Detailed Agreements
shall be paid to the bank account of the Seller set forth in the Detailed Agreements.



11.2 Payments made pursuant to Article 11.1 shall be paid in immediately available fund through
telegraphic transfer on the due date. Proper receipt of due payment shall be considered the
effective performance of related payment obligation.



11.3 The parties shall agree separately upon arrangements with regard to late payments and related
late payment penalties.




12. Announcement



12.1 Neither party (nor any of its respective Affiliate) shall be allowed to issue any announcement
or circular with regard to the existence of or the subject matter of this Agreement (or any other
Transaction Document) without prior written approval from the other party (such approval shall not
to be unreasonably withheld or delayed).



12.2 The restrictions in Article 12.1 shall not apply to the extent that the announcement or
circular is required by law, by any stock exchange or any regulatory or other supervisory body or
authority of competent jurisdiction, whether or not the requirement has the force of law. If this
exception applies, the party making the announcement or issuing the circular shall use its
reasonable endeavours to consult with the other party in advance as to its form, content and
timing.



13. Confidentiality




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13.1 Each party shall (and shall ensure each of its representatives shall) keep Confidential
Information confidential, and shall not disclose to any person unless (a) permitted under this
Article 13; or (b) upon written approval from the other party.



13.2 Article 13.1 shall not prevent disclosure by a party or its representatives if and to the
extent it can demonstrate that:





	(1)	 	disclosure is required by law or by any stock exchange or any regulatory,
governmental or antitrust body (including any tax authority) having competent jurisdiction
(provided that the disclosing party shall first inform the other party of its intention to
disclose such information and take into account the reasonable comments of the other party);






	(2)	 	Confidential Information to be disclosed is lawfully in the possession of that party
or any of its representatives (in either case as evidenced by written records) without any
confidential obligation prior to its being received or held;






	(3)	 	Confidential Information to be disclosed become publicly available other than due to
that party’s fault (or that of its representatives); and






	(4)	 	disclosure is required for the purpose of any arbitral or judicial proceedings
arising out of this Agreement (or any other Transaction Document).





14. No Transfer



Except as provided in this Agreement or unless the parties specifically agree in writing, no person
shall assign, transfer, charge or otherwise deal with (collectively “Transfer” for the purpose of
this Article 14) all or any of its rights under this Agreement, nor grant, declare, create or
dispose of any right, interest or obligation it has. Any purported assignment in contravention of
this Article 14 shall be void.




15. Further Assurances



15.1 Each of the parties shall execute (or procure the execution of) such further documents as may
be required by law or be necessary to implement and give effect to this Agreement.



15.2 Each of the parties shall procure that its Affiliates comply with all obligations under this
Agreement which are expressed to apply to any such Affiliates.




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16. Taxes and Expenses



16.1 Subject to Article 16.2 and except as otherwise provided in this Agreement (or any other
Transaction Document), each party shall be responsible for its own costs, charges and other
expenses (including those of its Affiliates) incurred in connection with the Business Transaction.



16.2 The Purchaser, Seller or their respective Affiliates shall, in accordance with provisions of
relevant laws and regulations as well as rules or decisions of the state, bear all taxes arising
from this Agreement or any other Transaction Documents and all relevant levies imposed by any
government authority, regulatory body and stock exchange.




17. Notice



17.1 Any notice in connection with this Agreement shall be in writing in Chinese and delivered by
hand, fax, registered post or courier services recognized by the parties. A notice shall be
effective upon receipt and shall be deemed to have been received (a) at the time of delivery, if
delivered by hand, registered post or courier services or (b) at the time of transmission if
delivered by fax, provided that in either case, where delivery occurs outside Working Hours, notice
shall be deemed to have been received at the start of working hours on the following Business Day.



17.2 The addresses and fax numbers of the parties for the purpose of Article 17.1 are:




The Seller:

Address: 1167, 11/F, 133 Xidan North Avenue, Xicheng District, Beijing

Fax: (8610) 6611 9002

To: The General Manager of the General Affairs Department




The Purchaser:

Address: 31 Financial Street, Xicheng District, Beijing, the PRC

Fax: (8610) 5850 1500

To: Legal Department




Unicom Listco:

Address: 75/F, The Centre, 99 Queen’s Road Central, Hong Kong



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Fax: (00852) 2126 2016

To: Company Secretary



18. Conflicts with Other Agreements



If there is any conflict between the terms of this Agreement and any other agreement, this
Agreement shall prevail (as between the parties to this Agreement and as between any members of the
Seller Group and any members of the Purchaser Group), unless (a) any such other agreement expressly
states that it overrides this Agreement in the relevant respect and (b) the Seller and the
Purchaser are also parties to any such other agreement or otherwise expressly agree in writing that
any such other agreement shall override this Agreement in that respect.




19. Waivers, Rights and Remedies



Except as expressly provided in this Agreement, no failure or delay by any party in exercising any
right, power or remedy relating to this Agreement or any of the Transaction Documents shall operate
as a waiver of such right, power or remedy or preclude its exercise of such right, power or remedy
at any subsequent time. No single or partial exercise of any such right, power or remedy shall
preclude any further exercise of it.




20. Counterparts



This Agreement is prepared in Chinese, with sixteen (16) original copies. Each party shall hold
four (4) copies and the remaining copies shall be submitted for approval by and/or filing with
competent government authorities. The aforesaid agreement counterparts are equal in legal effect.




21. Effectiveness and Amendment



This Agreement shall come into effect when signed and sealed by the legal representatives or
authorized representatives of the parties. After signing of this Agreement, any amendment hereto
(or to any other Transaction Document) shall be made in writing, and shall be effective only when
signed and sealed by the legal representatives or authorized representatives of the parties.



22. Invalidity


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Each of the provisions of this Agreement and any other Transaction Documents is severable. If any
such provision is held to be or becomes invalid or unenforceable in any respect under the law of
any jurisdiction, it shall have no effect in that respect and the parties shall use all reasonable
efforts to replace it in that respect with a valid and enforceable substitute provision the effect
of which is as close to its intended effect as possible.




23. Governing Law and Arbitration



23.1 This Agreement shall be governed by, and interpreted in accordance with laws of the PRC.



23.2 The parties shall strive to settle any dispute, controversy or claim arising from the
interpretation or performance of, or in connection with, this Agreement (a “Disput”) through
friendly consultations. In the event no settlement can be reached through consultations within 60
days from the submission of such matter by one party to the other party, then any party may refer
the matter to arbitration.



23.3 The Dispute shall be settled by arbitration at the China International Economic and Trade
Commission (“CIETAC”) in accordance with its rules in effect at the time of arbitration. The
Dispute shall be adjudicated by three arbitrators. Each party shall select one arbitrator (but
Unicom Listco and the Seller shall jointly appoint one arbitrator) and the third arbitrator shall
be appointed by the two appointed arbitrators, provided however that if the two appointed
arbitrators cannot decide upon the selection of the third arbitrator, then the third arbitrator
shall be appointed by CIETAC.



23.4 The arbitration proceedings shall be administered by CIETAC as the administering authority and
shall, unless the Parties otherwise agree, be conducted in Chinese. The arbitration proceedings
shall take place in Beijing.



23.5 Any arbitral award rendered in accordance with the arbitration proceedings described above
shall be final and binding upon the parties and shall be enforceable in accordance with its terms.



23.6 Any arbitration expense shall be paid by the losing party. The parties agree that, if it
becomes necessary for a party to enforce an arbitral award by legal action of any


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kind, the party against which such legal action is taken shall pay all reasonable costs and
expenses and attorneys’ fees.



23.7 During the period when a dispute is being resolved, the parties shall in all other respects
continue their implementation of this Agreement.




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Schedule 1 Definitions and Interpretations



1. Definitions. In this Agreement, the following terms shall have the following
meanings:



“Unicom Listco” means China Unicom Limited, a company incorporated under the laws of Hong Kong with
limited liability, whose shares are listed on the Main Board of the Stock Exchange of Hong Kong
Limited and whose ADSs are listed on New York Exchange, Inc.;



“Agreement” means this framework agreement related to the transfer of the CDMA business;



“China” or “PRC” means the People’s Republic of China (for the purpose of this Agreement, Hong Kong
Special Administrative Region, Macau Special Administrative Region and Taiwan region are not
included);



“Unicom Group” means China United Telecommunications Corporation, a company incorporated under the
laws of the PRC with limited liability;



“Unicom New Horizon” means Unicom New Horizon Mobile Telecommunications Company Limited, a company
incorporated under the laws of the PRC with limited liability;



“Unicom A Share Company” means China United Telecommunications Corporation Limited, a joint stock
limited company incorporated under the laws of the PRC, whose shares are listed on the Shanghai
Stock Exchange;



“Unicom CDMA Lease Agreement” means the CDMA network capacity lease agreement dated 26 October 2006
entered into between Unicom A Share Company, Unicom New Horizon and Unicom Group (the rights and
obligations of Unicom A Share Company under this agreement were subsequently transferred to the
Seller), pursuant to which Unicom New Horizon agreed to lease capacity on the CDMA network to
Unicom A Share Company;



“Transfer Agreement of the Unicom CDMA Lease Agreement” means the transfer agreement of the CDMA
network capacity lease agreement dated 26 October 2006 entered into between Unicom A Share Company
and the Seller, pursuant to which




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Unicom New Horizon agreed to lease capacity on the CDMA network to the Seller;



“Telecom Group” means China Telecommunications Corporation, a state-owned enterprise incorporated
under the laws of the PRC;




“Business Transaction” has the meaning given to it in Item (4), Whereas Clause;




“Assets Transfer” has the meaning given to it in Item (4), Whereas Clause;




“Initial Consideration” has the meaning given to it in Article 2.1;




“First Payment” has the meaning given to it in Article 2.3(1);




“Second Payment” has the meaning given to it in Article 2.3(2);




“Third Payment” has the meaning given to it in Article 2.3(3);



“Unconditional Date” means the day on which all of the conditions precedent as stated in Article
3.1 have been satisfied (or waived in writing by the parties to the Agreement);




“Completion Commencement Date” has the meaning given to it in Article 6.1;




“Delivery Date” has the meaning given to it in Article 6.3;



“CDMA” means Code Division Multiple Access technology, which is a digital transmission technology
that accommodates higher throughput by using various coding sequences to mix and separate voice and
data signals for wireless communication;



“Business” means the CDMA mobile telecommunications business operated by the Seller as at the
Completion Commencement Date;




“Target Businesses” has the meaning set out in Article 1.1 of this Agreement;



“CDMA Subscribers” means the subscribers of the CDMA business on all the 133/153 signal segments
owned by the Seller on the Completion Commencement Date;




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“Detailed Agreements” means the definitive agreements to be entered into in respect of the Business
Transaction after the signing of this Agreement by the Purchaser and the Seller and Unicom Listco
based on the understanding reached in this Agreement;



“Liabilities” means all the liabilities, duties and debts of any nature, whether deriving from
contract, law or otherwise, whether present or future, actual or contingent or ascertained
or unascertained and whether owed or incurred severally or jointly or as principal or surety;



“Material Adverse Changes” means such events which cause losses of RMB300,000,000 or more to the
operation of the Target Businesses separately, or cause losses of RMB1,000,000,000 or more to the
operation of the Target Businesses collectively;



“CDMA Termination Agreement” means the agreement to be entered into between Unicom Group, Unicom
New Horizon and Unicom A Share Company (the rights and obligations of Unicom A Share Company under
this agreement to be subsequently transferred to the Seller), pursuant to which Unicom A Share
Company agrees to waive or procure the waiver by the Seller of its right to exercise the Network
Purchase Option and the parties agree to terminate or procure the termination of the Unicom CDMA
Lease Agreement, in each case with effect from the Completion Commencement Date;



“Transfer Agreement of the CDMA Termination Agreement” means the transfer agreement to be entered
into between Unicom A Share Company and the Seller, pursuant to which Unicom A Share Company agrees
to transfer all its rights and obligations under the waiver of its Option and termination of the
Unicom CDMA Lease Agreement to the Seller, with effect from the Completion Commencement Date;



“Telecom CDMA Lease Agreement” means a CDMA lease agreement to be entered into between the
Purchaser and Telecom Group, pursuant to which Telecom Group agrees to lease network capacity to
the Purchaser, with effect from the Completion Commencement Date;



“Assets Transfer Agreement” means the framework agreement entered into between Unicom Group, Unicom
New Horizon and Telecom Group on the signing date of this


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Agreement, pursuant to which Unicom Group agreed to sell part of its CDMA assets, Unicom New
Horizon agreed to sell all of its assets, and Telecom Group agreed to purchase such assets;



“Completion Plan” means the detailed plans and arrangements confirmed before the signing of the
Detailed Agreements between the Purchaser and the Seller in respect of the delivery of the Target
Business based on the understanding reached in this Agreement;



“Transition Period”, only for the purpose of Item (8), Article 3.1 in this Agreement, means the
period between the Completion Commencement Date and 31 September 2009;



“Surviving Provisions” means Article 12 (Announcement), Article 13 (Confidentiality), Article 14
(No Transfer), Article 16 (Tax and Expense), Article 17 (Notice), Article 18 (Conflicts with Other
Agreements), Article 19 (Waivers, Rights and Remedies), Article 21 (Effectiveness and Amendment),
Article 22 (Invalidity), Article 23 (Governing Law and Arbitration) and Schedule 1 (Definitions and
Interpretation);



“Confidential Information” means:





	(1)	 	(in relation to the obligations of the Purchaser) any information received or held by the
Purchaser (or any of its representatives) relating to the Seller Group or, prior to
Completion, the Business; or






	(2)	 	(in relation to the obligations of the Seller) any information received or held by the Seller
(or any of its representatives) relating to the Purchaser Group or, following Completion, the
Business; or






	(3)	 	information relating to the provisions of, and negotiations leading to, this Agreement and
any other Transaction Documents.




“Affiliate” means, in relation to any party, any subsidiary or parent company of that party and any
subsidiary of any such parent company, in each case from time to time;



“Joint Working Committee” has the meaning given to it in Article 4;




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“Business Day” means any days other than Saturday, Sunday and other public holidays announced by
the PRC Government;



“Transaction Documents” means this Agreement, Disclosure Letter, Detailed Agreements, Completion
Plan, Completion List and other relevant documents;



“Transferred Employees” means the contract-based employees allocated to the Purchaser pursuant to
Article 9.1;



“Assumed Liabilities” means the liabilities as at the Completion Commencement Date directly related
to Articles 1.1(1)-(5) of this Agreement, but not including any interest-bearing liabilities and
other liabilities to be defined in the Detailed Agreements by the Seller and Purchaser;



“Warranties of the Seller” has the meaning given to it in Article 7.1;



“Warranties of the Purchaser” has the meaning given to it in Article 7.3;



“Completion” means the completion of the sale and purchase of the Target Business pursuant to this
Agreement;



“CDMA Network/GSM Network Shared Assets” means, in relation to the assets owned respectively by the
Purchaser and Seller, the assets not exclusively belonging to its CDMA or GSM businesses, but used
or involved in both businesses during the past or future operating process;



“CDMA/GSM Shared Base Stations”, for the purpose of Item (5), Article 1.1 of this Agreement only,
means the commonly used facilities in the shared base stations which mainly include machine
room/station site, tower/mast, antenna and power supply;




“Seller Group” means the Seller and its Affiliate from time to time;




“Purchaser Group” means the Purchaser and its Affiliate from time to time;



“Dispute” has the meaning given to it in Article 23.2.



“CIETAC” has the meaning given to it in Article 23.3.




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	2.	 	Interpretation. In this Agreement, unless the context otherwise requires,






	 	(1)	 	references to a “person” include any individual, firm, body, corporate
(wherever incorporated), government, state or agency of a state or any joint venture,
association, partnership, works council or employee representative body (whether or not
having separate legal person status);






	 	(2)	 	in this Agreement, references to “parties” include all parties to this Agreement,
and “both parties” refers specifically to the Purchaser and the Seller;






	 	(3)	 	references to “Articles” are to the articles of this Agreement;






	 	(4)	 	the headings are inserted for convenience only and do not affect the
interpretation of this Agreement;






	 	(5)	 	words and phrases indicating the singular shall include the plural and vice
versa; and references to one gender include all genders;






	 	(6)	 	for the purposes of applying a reference to a monetary sum expressed in RMB, an
amount in a different currency shall be deemed to be an amount in RMB translated at the
Exchange Rate at the relevant date;






	 	(7)	 	any phrase introduced by the terms “including”, “include”, “in particular” or any
similar expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms;






	 	(8)	 	laws and regulations. Except as otherwise expressly provided in this
Agreement, any express reference to a law or regulation (which includes any legislation
in any jurisdiction) includes references to: (a) that law or regulation as amended,
consolidated or re-enacted by or under any other enactment before or after the date of
this Agreement; (b) re-enacted law or regulation (with or without modification); and (c)
any subordinate legislation (including rules) made (before or after the date of this
Agreement) under that law or regulation, as amended, consolidated or re-enacted as
described in (a) or (b) above, except to the extent that any of the matters referred to
in (a) to (c) occurs after the date of this Agreement and increases or alters the
liability of the Seller or the Purchaser under this Agreement.




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3. Schedules. The Schedules constitute an integral part of this Agreement.



4. Inconsistencies. Where there is any inconsistency between the definitions set out in
this Schedule 1 and the definitions set out in any article or any other Schedules, then, for
the purposes of construing such article or Schedule, the definitions set out in such article
or Schedule shall prevail.




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IN WITNESS WHEREOF this CDMA Business Transfer Framework Agreement has been executed by the parties
on the date and year first above written.




China Unicom Corporation Limited (official chop)



Signed by legal representative or authorised representative: /s/ Chang Xiaobing




1









 







IN WITNESS WHEREOF this CDMA Business Transfer Framework Agreement has been executed by the parties
on the date and year first above written.




China Telecom Corporation Limited (official chop)



Signed by legal representative or authorised representative: /s/ Wang Xiaochu




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IN WITNESS WHEREOF this CDMA Business Transfer Framework Agreement has been executed by the parties
on the date and year first above written..




China Unicom Limited (official chop)




Signed by legal representative or authorised representative: /s/ Chang Xiaobing





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