EX-10.43 SUPPLEMENT AGREEMENT






Exhibit 10.43




16 November 2007




UNICOM NEW HORIZON MOBILE TELECOMMUNICATIONS

COMPANY LIMITED


and


CHINA UNITED TELECOMMUNICATIONS

CORPORATION LIMITED


and


CHINA UNITED TELECOMMUNICATIONS CORPORATION


and


CHINA UNICOM CORPORATION LIMITED

 






SUPPLEMENTAL AGREEMENT

to

NETWORK CAPACITY LEASE AGREEMENT

 












 









 








CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	PAGE
	 	 	 
	 	 	 	 
	1.	 	Interpretation

	 	 	2	 
	2.	 	Extension of Listed Service Area

	 	 	2	 
	3.	 	Other incidental amendments

	 	 	3	 
	4.	 	Transfer

	 	 	3	 
	5.	 	Severability

	 	 	3	 
	6.	 	Further assurance

	 	 	3	 
	7.	 	Costs

	 	 	3	 
	8.	 	Waivers and Variations

	 	 	4	 
	9.	 	Entire Agreement

	 	 	4	 
	10.	 	Settlement of Disputes

	 	 	4	 
	11.	 	Language

	 	 	5	 






 









 






THIS SUPPLEMENTAL AGREEMENT is made on 16 November 2007




BETWEEN:



(1)    UNICOM NEW HORIZON MOBILE TELECOMMUNICATIONS COMPANY LIMITED, a limited liability company
incorporated under the laws of the PRC whose registered office is at 6th Floor,
Tower 3, Henderson Centre, 18 Jianguomen Nei Dajie, Beijing, the PRC (the Lessor);



(2)    CHINA UNITED TELECOMMUNICATIONS CORPORATION LIMITED, a limited liability company incorporated
under the laws of the PRC whose office is at 29th Floor, Lian Tong Tower, 1033
Chang Ning Road, Shanghai, the PRC (the Lessee, and upon execution of the Transfer Agreement,
as defined below, the Lessee shall be changed to CUCL, as defined below);



(3)    CHINA UNITED TELECOMMUNICATIONS CORPORATION, a company incorporated under the laws of the PRC
whose registered office is at Room 615, Tower 3, Henderson Centre, 18 Jianguomen Nei Dajie,
Beijing, the PRC (Unicom Group); and



(4)    CHINA UNICOM CORPORATION LIMITED, a limited liability company incorporated in the PRC whose
registered office is at 12th Floor, Tower 1, Henderson Centre, 18 Jianguomen Nei
Dajie, Beijing, the PRC (CUCL).



WHEREAS:



(A) The Lessor, the Lessee and Unicom Group entered into a network capacity lease agreement on 26
October 2006 (the Network Capacity Lease Agreement) pursuant to which the Lessee leases from the
Lessor certain CDMA telecommunications network and infrastructure in the Listed Service Area (as
defined in clause 1.1 of the Network Capacity Lease Agreement) on terms and conditions set out
therein.



(B) As permitted under and in accordance with clauses 2.3 and 21.2 of the Network Capacity Lease
Agreement, the Lessee transferred all its rights and obligations under the Network Capacity Lease
Agreement to CUCL pursuant to a transfer agreement entered into between the Lessee and CUCL on 26
October 2006 (the Transfer Agreement).



(C) Pursuant to an asset transfer agreement between Unicom Group and CUCL entered into on 16
November 2007 (the Sale and Purchase Agreement), CUCL acquired from Unicom Group the cellular
telecommunications business operations of Unicom Group in Guizhou and relevant assets of the GSM
network, comprising of relevant assets, rights and obligations of the Guizhou Branch of Unicom
Group .



(D) In consideration of the mutual covenants of the relevant parties, the Lessor, the Lessee,
Unicom Group and CUCL agree to amend the Network Capacity Lease Agreement such that the Listed
Service Area defined thereunder is extended to



 









 







include Guizhou province, PRC on the terms and conditions of this supplemental agreement
(Supplemental Agreement) and on the basis that the Lessee shall have the right to transfer its
rights and obligations under the Network Capacity Lease Agreement, as amended by this Supplemental
Agreement (the Amended Lease Agreement), to CUCL.



(E) In consideration of the mutual covenants of the relevant parties, the Lessee agrees to transfer
to CUCL and CUCL agrees to acquire from the Lessee all of the rights and obligations of the Lessee
under the Amended Lease Agreement on the terms and conditions set out in this Supplemental
Agreement.



IT IS AGREED as follows:



Interpretation




1.1 In this Supplemental Agreement (including the recitals), unless otherwise specifically defined
herein or the context otherwise requires, words and expressions shall have the meanings ascribed to
them in the Network Capacity Lease Agreement.



1.2 In this Supplemental Agreement unless the context otherwise requires:



(a) the headings are inserted for convenience only and shall not affect the construction of this
Supplemental Agreement;



(b) references to one gender include all genders;



(c) references to parties are to the parties to this Supplemental Agreement;



(d) references to clauses and schedules are to clauses of and schedules to this Supplemental
Agreement; and



(e) words and phrases indicating the singular shall, where the context so admits, include the
plural and vice versa.



Extension of Listed Service Area 




2.1 Subject to and with effect from the time of completion of the Guizhou Sale and Purchase
Agreement (the Effective Time), clause 1.1 of the Network Capacity Lease Agreement shall be amended
by deleting the following:



“Listed Service Areas means Guangdong, Jiangsu, Zhejiang, Fujian, Liaoning, Shandong, Anhui, Hebei,
Hubei, Jilin, Heilongjiang, Jiangxi, Henan, Shaanxi and Sichuan, Shanxi, Hunan, Hainan, Yunnan,
Gansu and Qinghai provinces, Beijing, Shanghai, Tianjin and Chongqing municipalities, and Guangxi
Zhuang, Xinjiang Uygur, Inner Mongolia, Ningxia Hui and Xizang autonomous regions;”,



and inserting in its place the following:



“Listed Service Areas means Guangdong, Jiangsu, Zhejiang, Fujian, Liaoning, Shandong, Anhui, Hebei,
Hubei, Jilin, Heilongjiang, Jiangxi, Henan, Shaanxi, Sichuan, Shanxi, Hunan, Hainan, Yunnan, Gansu,
Qinghai and Guizhou provinces,



Page 2









 







Beijing, Shanghai, Tianjin and Chongqing municipalities, and Guangxi Zhuang, Xinjiang Uygur, Inner
Mongolia, Ningxia Hui and Xizang autonomous regions;”.



Other incidental amendments




3.1 With effect from the Effective Time, the Network Capacity Lease Agreement shall be amended in
the following manner:



(a) references to “Agreement” in the Network Capacity Lease Agreement shall, unless the context
(including for example in above in relation to the definition of the term “Transfer Agreement”)
otherwise requires, be references to the Amended Lease Agreement, that is, the Network Capacity
Lease Agreement as amended by this Supplemental Agreement; and



(b) clause 2.3 of the Network Capacity Lease Agreement shall be amended by inserting the words “and
the Supplemental Agreement entered into between the parties and CUCL on 16 November 2007” after the
words “Transfer Agreement”.



Transfer




4.1 The Lessee shall transfer to CUCL, and CUCL shall assume, all the rights and obligations of the
Lessee under the Amended Lease Agreement with effect from the Effective Time.



Severability




5.1 If any provision of this Supplemental Agreement is held to be invalid or unenforceable, then
such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be
deemed not to be included in this Supplemental Agreement but without invalidating any of the
remaining provisions of this Supplemental Agreement.



Further assurance




6.1 Each party agrees to perform (or procure the performance of) all further acts and things, and
execute and deliver (or procure the execution and delivery of) such further documents, as may be
required by law or as the other parties may reasonably require to implement and/or give effect to
this Supplemental Agreement and the transactions contemplated by it.



Costs




7.1 Subject to clause 7.2, each of the parties shall pay its own costs and expenses (including the
legal costs) incurred in connection with the negotiation, preparation and implementation of this
Supplemental Agreement.



7.2 Any stamp duty or other duties payable in connection with this Supplemental Agreement, and
matters contemplated hereunder shall be borne by the Lessor and the Lessee in equal shares.



Page 3









 





Waivers and Variations




8.1 No failure or delay on the part of any party in exercising any right, power or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or
remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.
No waiver shall be effective unless expressed in writing signed for or on behalf of the party
granting it.



8.2 No variation of this Supplemental Agreement (or of any of the documents referred to in this
Supplemental Agreement) shall be valid unless it is in writing and signed by or on behalf of each
of the parties to it. The expression “variation” shall include any variation, supplement, deletion
or replacement however effected.



8.3 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of
this Supplemental Agreement, nor shall it affect any rights, obligations or liabilities under or
pursuant to this Supplemental Agreement which have already accrued up to the date of variation, and
the rights and obligations of the parties under or pursuant to this Supplemental Agreement shall
remain in full force and effect, except and only to the extent that they are so varied.



Entire Agreement




9.1 This Supplemental Agreement constitutes the entire agreement between the parties in respect of
the subject matter of this Supplemental Agreement.



Settlement of Disputes




10.1 This Supplemental Agreement and the relationship between the parties shall be governed by, and
interpreted in accordance with, PRC law.



10.2 All disputes arising from or in connection with this Supplemental Agreement shall be resolved
through friendly consultation between the parties. If the parties fail to reach an agreement in
respect of the settlement of dispute within thirty (30) days after a party has requested to resolve
the same through consultation, the parties agree to settle the relevant dispute pursuant to clause
10.3.



10.3 Any dispute arising from or in connection with this Supplemental Agreement shall be submitted
to the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing for
arbitration which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the
time of applying for arbitration. The arbitral award is final and binding upon all the parties.



10.4 The tribunal shall consist of three arbitrators. The parties consent, to the fullest extent
permitted under the CIETAC rules, that any arbitrator to the arbitration (including any arbitrator
appointed by CIETAC) may be nominated and appointed from outside CIETAC’s panel of arbitrators
subject to the confirmation by the chairman of the CIETAC in accordance with the law. The language
of the arbitration shall be conducted in Chinese.



Page 4









 





10.5 Unless otherwise required by the tribunal, the arbitration costs shall be borne by the losing
party.



10.6 Each party agrees to waive and not to claim any immunity from any proceedings and legal
actions and from all forms of execution to which it or its property is now or hereafter becomes
entitled under the laws of any jurisdiction.



10.7 During the arbitration, the parties shall continue to perform their respective obligations
under this Supplemental Agreement except for the part in dispute which has been referred to
arbitration.



Language




11.1 This Supplemental Agreement shall be written in a Chinese version and an English version in
four originals each. If there exists any dispute between the parties as to the interpretation of
the two versions, then the two versions shall be read in conjunction to determine the parties’
intention at the time of signing. If the parties’ real intention still cannot be ascertained by
such reading, the Chinese version shall prevail.



IN WITNESS whereof the parties hereto have executed this Supplemental Agreement on the date shown
at the beginning of this Supplemental Agreement.




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SIGNED on
behalf of the Lessor (official chop)




	 	 	 	 	 
	 	 	 
	By:  	
/s/ Tong Xiaoyu	 	 
	 	Name:  	Tong
Xiaoyu	 	 
	 	Title:  	Chairman	 	 
	 



SIGNED on
behalf of the Lessee (official chop)




	 	 	 	 	 
	 	 	 
	By:  	
/s/ Zhang Jian	 	 
	 	Name:  	Zhang
Jian	 	 
	 	Title:  	Director
and Vice President	 	 
	 



SIGNED on
behalf of Unicom Group (official chop)




	 	 	 	 	 
	 	 	 
	By:  	
/s/ Chang Xiaobing	 	 
	 	Name:  	Chang
Xiaobing	 	 
	 	Title:  	Chairman	 	 
	 



SIGNED on
behalf of CUCL (official chop)




	 	 	 	 	 
	 	 	 
	By:  	
/s/ Tong Jilu	 	 
	 	Name:  	Tong
Jilu	 	 
	 	Title:  	Director
and Vice General Manager