Filed by Bowne Pure Compliance




Exhibit 4.82



Translation of Mobile Value-added Service Cooperation Agreement




Mobile Value-added Service Cooperation Agreement

China United Telecommunications Corporation




Master Contract No.: CUVAS-A2006-0050




Party A: China United Telecommunications Corporation




Party B: Beijing Hengjiweiye Electronic Commerce Co., Ltd. 




Date: [ ],[ ] 2007




 


 









 







CONTENTS




	 	 	 	 	 
	PREAMBLE
	 	 	3	 
	CHAPTER 1 RECITALS
	 	 	3	 
	CHAPTER 2 DEFINITIONS
	 	 	4	 
	CHAPTER 3 WAYS OF COOPERATION
	 	 	5	 
	CHAPTER 4 RIGHTS AND OBLIGATIONS OF PARTIES
	 	 	5	 
	CHAPTER 5 MANAGEMENT MECHANISM
	 	 	9	 
	CHAPTER 6 WORK INTERFACE AND MAINTENANCE COOPERATIVE SERVICES
	 	 	13	 
	CHAPTER 7 CREDIT RATING SYSTEM
	 	 	15	 
	CHAPTER 8 COMPLAINT AND BREACH RESOLUTION
	 	 	17	 
	CHAPTER 9 CLIENT SERVICE
	 	 	25	 
	CHAPTER 10 BILLING, SETTLEMENT AND COLLECTION
	 	 	27	 
	CHAPTER 11 INTELLECTUAL PROPERTIES
	 	 	31	 
	CHAPTER 12 MODIFICATION OR TERMINATION OF AGREEMENT
	 	 	32	 
	CHAPTER 13 CONFIDENTIALITY
	 	 	34	 
	CHAPTER 14 FORCE MAJEURE
	 	 	35	 
	CHAPTER 15 GOVERNING LAW AND DISPUTE RESOLUTION
	 	 	36	 
	CHAPTER 16 MISCELLANEOUS
	 	 	36	 
	 
	 	 	 	 
	SIGNATURE PAGE
	 	 	38	 
	 
	 	 	 	 
	ANNEX I DEFINITIONS
	 	 	39	 
	ANNEX II LIST OF ACTS IN BREACH
	 	 	43	 
	ANNEX III CREDIT RATING
	 	 	52	 
	ANNEX IV SCHEDULE OF PROFIT DISTRIBUTION PERCENTAGES
	 	 	53	 







 


 









 







PREAMBLE





	1.	 	This Cooperation Agreement (hereinafter referred to as this
“Agreement”) is entered into as of [ ],[ ] 2007 in Beijing by and
between the following Parties (individually referred to as a “Party”
and collectively the “Parties”):






China United Telecommunications Corporation (hereinafter referred to as “Party A”), is a
company duly incorporated and validly existing under the laws of the People’s Republic of
China (“PRC”), with the registered office at A-133 Xidan North Street, Xicheng District,
Beijing, PRC. Its legal representative is Chang Xiaobing;




Beijing Hengjiweiye Electronic Commerce Co., Ltd. (hereinafter referred to as “Party B”), is
a company duly incorporated and validly existing under the laws of PRC, with the registered
office at 15/F, Tower B, Gateway Plaza, No.18 Xia Guang Li, North Road, East Third Ring
Chaoyang District, Beijing, PRC. Its legal representative is Xiaoqing Guo.




	2.	 	Scope of application: For purpose of convenience in writing, this
Agreement consists of the Body Text (“Text”) and Annexes (“Annexes”).
Each of the Text and the Annexes is an integral part of this
Agreement.
	 
	3.	 	The Text hereof, the Annexes and any amendments and supplements hereto
shall be provided by Party A, and shall take effect in accordance with
the terms and/or procedures as agreed by the Parties after
consultations.
	 
	4.	 	If the Parties intend to cooperate in the provision of any other
Value-added Services (hereinafter “New Value-added Service”) in
addition to those as set forth hereunder in future, the Parties may,
through amicable consultations, either enter into a separate agreement
in connection with the New Value-added Service (the text thereof to be
provided by Party A) or incorporate such New Value-added Service into
this Agreement and implement the same in accordance herewith.





CHAPTER 1 RECITALS




WHEREAS:




	1.1	 	Party A is a telecommunication operator approved by the competent
authorities of information industry under the State Council of PRC to
provide the customers nationwide with basic telecom services and
value-added telecom services, with its own telecom infrastructure
network, Value-added Service Platform, service distribution system,
and vast customer base. Party A has the full authority to execute and
perform this Agreement.






	1.2	 	Party B is a service provider (SP) that lawfully provides Mobile
Value-added Services. It is qualified to operate the cooperation
services hereunder and has duly obtained the following certificates:




 


3









 






	 	a.	 	Business License for Incorporated Enterprise No. 1102282169526(1-1);
	 
	 	b.	 	Operation License for Cross-region Telecom VAS No. B2-20040210;
	 
	 	c.	 	Operation and Maintenance License for VAS No. 10091305;
	 
	 	d.	 	Customer Service License for VAS No. HG2007003;; and
	 
	 	e.	 	Other qualification certificates evidencing Party B’s qualification
and capacity to engage in the Value-added Services which Party B
intends to operate together with Party A; and
	 
	 	f.	 	Any document, as acceptable to Party A, evidencing that Party B meets
the required conditions of qualification and market entry and/or that
Party B has passed relevant Testing.






	1.3	 	Party B desires to provide Value-added Service through Party A’s
Mobile Communication Network and Mobile Value-added Service Platform,
and has the full authority to execute and perform this Agreement.
	 
	1.4	 	Party B has duly executed the Information Security Guarantee Letter,
Anti-Corruption Guarantee and Responsible Letter or any other
instrument of similar nature, and is willing to take any
responsibilities in respect of information security in accordance with
relevant laws and regulations.
	 
	1.5	 	The Parties have reached consensus on the principles of openness,
innovation, cooperation, and win-win with respect to the cooperation
in the development of Value-added Services and shall execute and
perform this Agreement based on such principles.





THEREFORE, in consideration of the foregoing and in the principles of equality and mutual
benefits, advantage sharing and efficiency, the Parties hereby reach this Agreement for the purpose
of developing and flourishing Mobile Value-added Services and achieving a win-win relationship. The
Parties shall, in light of the cooperation principle, exercise and perform in good faith their
respective rights and obligations hereunder.



CHAPTER 2 DEFINITIONS




Unless separately defined herein or otherwise specified in writing by the Parties, all
relevant terms of this Agreement shall have the meaning as set out in Annex I. Other relevant terms not expressly defined hereunder shall be construed in accordance with the laws,
regulations, governmental rules, or policies of competent authorities of PRC, and to the extent
that there is no explicit definition in such laws and regulations, shall be construed according to
industry practices.


 


4









 





CHAPTER 3 WAYS OF COOPERATION





	3.1	 	In this Agreement, Value-added Services (the “VAS”) shall refer to
Party A’s mobile telecom network and various VAS platform, and Party B
shall provide various Mobile VAS services to Party A’s mobile telecom
network subscribers.
	 
	3.2	 	The Mobile Value-added Services include several broad categories as
follows, i.e. Uni-Info, Uni-Wap, Uni-Voice, Uni-Mail, Uni-Magic,
Uni-Tone, and Uni-Video, and other service categories which continue
to be expanded as a result of innovations in technology and business.
	 
	3.3	 	Party A shall collect telecommunication fee from subscribers in return
for providing mobile telecom network and various VAS platforms. Party
B shall collect information service fee from subscribers in return for
providing VAS services, and Party A will be responsible for billing
and fee collection on behalf of Party B.
	 
	3.4	 	Party A shall collect certain fee from Party B for providing mobile
telecom network, customer resources, connection service, and fee
collection services. Such fee shall be collected based on the agreed
divided percentage of information service fee between both Party A and
Party B. Detailed fee collection method, distribution percentage, fee
calculation, fee settlement, collection of information service fee on
behalf of Party B, and other relevant content shall be conducted in
accordance with Chapter 10 hereof.
	 
	3.5	 	Unless both Parties enter into a separate agreement, Party B shall
acknowledge that Party A may amend the above VAS services provide and
ways of cooperation as a result of developments in its business, and
Party B shall assist Party A to complete the above amendments.
	 
	3.6	 	Both Party A and Party B shall be in compliance with the applicable
laws, regulations and policies of the State concerning
telecommunications and internet information in the event of a newly
issue rules and regulation by the relevant State authority regulatory.





CHAPTER 4 RIGHTS AND OBLIGATIONS OF PARTIES




Rights and Obligations of Party A





	4.1	 	Party A provide the network and user resources for a charge, and aslso
connection services to Party B, and Party A will be responsible for
billing and fee collection on behalf of Party B.




 


5









 






	4.2	 	Party A shall have the right to cause Party B to abide with the
industry rules and regulations, management method, quality control
standard and (or) service standard in the event of Party A newly
establish or amend the industry rules and regulations, management
method, quality control standard and (or) service standard according
to Party A’s business and market development situation.
	 
	4.3	 	Party A shall have the right to asses various business application of
Party B, and reward Party B for any creative business, and (or)
supervise Party B’s customer service quality according to Party B’s
business development, credit rating and (or) any act of breach.
	 
	4.4	 	Party A shall be responsible for establishment and maintenance of the
SP Service System to realize the communication between the Parties in
connection with cooperation in the Value-added Services hereunder.
Party A shall, according to the work process of the SP Service System,
notify Party B of the user name and password (in which, Party B shall
use such user name and password to log on the SP Service System).
Party A will use the SP Service System to issue notices, policies and
measures for business management and other information necessary to
inform SP, and manage and promptly update the information in relation
to the cooperation hereunder.
	 
	4.5	 	The information on contracts, settlements, complaints and default
handling as generated by the SP Service System, including but not
limited to issuance, reply, confirmation, and explanation in relation
to data, exhibits, and schedules, etc., unless otherwise specified,
shall be deemed to be evidence for communications between the Parties;
and such information shall be effective as of the time it reaches
Party B’s point of access to the SP Service System. Party B shall keep
in proper condition the foregoing information on contracts,
settlements, complaints and default handling as generated by the SP
Service System. Party A may provide appropriate backup and inquiry
system in the SP Service System, but shall not be responsible for
maintaining or furnishing again the foregoing information.
	 
	4.6	 	Party A will assign a Corporate Code to Party B for use in
identification of Party B in Party A’s billing and settlement system,
Value-added Service Platform system and client service system. Party A
shall ensure the stability of the Corporate Code assigned to Party B
and acknowledge that such Corporate Code shall have the same effect as
the name of Party B’s corporate entity with respect to identification
of Party B in Party A’s system.
	 
	4.7	 	Party A will conduct a Testing of such service applied for by Party B
provided that such service has been examined and approved, and will
issue a written approval to Party B after such service has passed the
Testing, or make acknowledgement in an appropriate manner in SP
Service System. The time for formal activation of service shall be
subject to the time when Party A formally activates billing of such
service




 


6









 






	4.8	 	Party B shall assist Party A on request for promptly resolving any
disputes, arbitration and other litigations arising in connection with
the contents and services that it provides to Party A.
	 
	4.9	 	In the event that Party A and (or) Party A’s affiliates serve as
defendant or engage in the litigation, arbitration or other lawsuit of
any client due to Party B’s business, in which any incur expenses
(including without limitation, litigation fee, notary fee, inspection
fee, legal fee, travel expenses, and etc.) shall be automatically
deducted from the Information Service Fee as reimbursement to Party A
in the subsequent settlements on the part of Party B. If the settled
amount is insufficient for such deduction, Party A shall have the
right to recover the remaining amount thereof.





Rights and Obligations of Party B





	4.10	 	Party B will be responsible for the organization and provision of the
contents, product development, the establishment and maintenance of
the Value-added Service Platform, marketing and client service.
	 
	4.11	 	Party B shall strictly abide by the applicable regulations,
management style, and other provision establish by Party A or other
relevant business quality standard, operation and maintenance
procedure, client service standards, and etc. which Party A may issue
or amend from time to time.
	 
	4.12	 	“Organization and provision of contents” refers to the provision of
specific services and/or contents of the customized Mobile
Value-added Services. The organization and provision of contents by
Party B shall be in compliance with the applicable laws, regulations
and policies of the State concerning telecommunications and internet
information, etc. and it shall be ensured that the services furnished
by Party B shall not contravene the applicable laws, regulations and
policies of the State, and no illegal information as set forth in the
Information Security Guarantee Letter signed by Party B shall be
transmitted through Party A’s systems. Any acts of Party B in breach
of the foregoing provisions of this Clause shall be deemed to be
substantial breach.
	 
	4.13	 	Party B shall use such user name and password to log on the SP
Service System and operate pursuant to the instructions of such
system so that the Parties will be able to communicate between each
other in respect of cooperation in Value-added Services including
applying for cooperation in Value-added Services, modifying corporate
information online, obtaining confirmation by Party A’s Testing, etc.
Party B shall correctly register in the SP Service System its
accurate name, designated banks, accounts, contacts, client service
information and shall ensure the authenticity and prompt updating of
the foregoing information.
	 
	4.14	 	Party B shall keep in proper condition its user name and password to
log on the SP Service System, and shall not allow any third party to
use such user name and password. Party B shall be solely responsible
for any damages to itself arising from the disclosure due to Party
B’s reason of such user name and password to any third party or the
employee without the need to know; it shall indemnify Party A or
Subscribers for any damages to Party A or Subscribers as a result
thereof.




 


7









 






	4.15	 	If Party B intends to conduct additional Mobile Value-added Service,
or alter the contents of existing services (subject to the applicable
provisions of business management of Party A), Party B shall make
valid application to Party A in writing or through Party A’s SP
Service System, and submit certificates evidencing its qualification
to conduct such service.
	 
	4.16	 	In connection with Party B intends to conduct additional Mobile
Value-added Services, Party B shall also pass necessary technology
testing. As from the date when the testing period begins, if any
service application fails the testing required by Party A for one
time for Party B’s reason, such service application shall be avoided,
with the costs thereof to be borne solely by Party B. Party B shall
resubmit a service application to Party A if it intends to proceed
with the cooperation in the service for which such application was
made..
	 
	4.17	 	During the term of this Agreement, Party B shall upon Party A’s
request provide Party A with reports on the Subscriber development,
Subscriber classification, Subscriber habits, business prospectus
forecast, etc. and shall provide Subscriber information necessary for
the administration of such services to ensure timely update of Party
A’s Subscriber database.
	 
	4.18	 	Party B shall not promote in its content service and/or other
services competitors of Party A that have identical and/or similar
business scope as Party A, or make representations in favour of such
competitors.
	 
	4.19	 	Party B shall not, by itself or together with other mobile terminal
producers, embed services in the mobile terminals or UTK/STK, OTA
cards without the prior written consent from Party A.
	 
	4.20	 	The organization and provision of contents by Party B shall be in
compliance with the applicable laws, regulations and policies of the
State concerning telecommunications and internet information, etc.
and it shall be ensured that the services furnished by Party B shall
not contravene the applicable laws, regulations and policies of the
State, and no illegal information as set forth in the Information
Security Guarantee Letter signed by Party B shall be transmitted
through Party A’s systems. Any acts of Party B in breach of the
foregoing provisions of this Clause shall be deemed to be substantial
breach. In addition to being subject to the provisions of substantial
breach herein, Party B shall be liable for any economic losses
thereby incurred to Party A and/or Subscribers. In the event that the
acts of Party B in breach of the foregoing provisions of this Clause
have brought adverse social impact to Party A and/or Subscribers,
Party B shall make a public announcement of its responsibilities in
an appropriate manner, and eliminate such adverse effects by way of
public apologies to Party A and/or the Subscribers, etc.




 


8









 






	4.21	 	Before Party B provides by any method any Value-added Services to the
Subscribers (or in the process of marketing and promotion of such
services), Party B shall give full notice to the Subscribers about
the content, method, billing (fees relating to information and
communications) and other information of such services that the
Subscribers need to know for their acceptance of such services and/or
payment of Information Service Fee. Party B shall start to provide
such services only to the extent that there is evidence that it has
made the notice mentioned above and has obtained the confirmation
and/or Customization from Subscribers acknowledging their acceptance
of the Value-added Services.
	 
	4.22	 	Party B shall not cause the Subscribers to accept such Customization
and collect corresponding fees from Subscribers by means of fraud,
cajolery and other dishonest means or impose any unnecessary burdens
to Subscribers as a result thereof.
	 
	4.23	 	Party B shall assume all the responsibilities arising from the
provision of Mobile Value-added Service whatsoever to the Subscribers
by any third party through the Maintenance Interface of Party B.
Party A will not be held liable to the Subscribers or such third
party for reason thereof.
	 
	4.24	 	In furnishing the Subscribers with the Value-added Services, Party B
shall not do any act listed in Annex II “List of Acts in Breach”, or
any act that may have negative impact on the interests of Party A
and/or the Subscribers, or give support for any acts that may have
negative impact on the interests of Party A and/or the Subscribers.





CHAPTER 5 MANAGEMENT MECHANISM





	5.1	 	Party A shall approve Party B and its business market entry through
assessments and other methods. Basic market entry conditions are as
follows:
	 
	5.1.1	 	Party B has duly obtained legitimate certificates to provide Mobile
Value-added Services, which include Business License for
Incorporated Enterprise, Telecom Value-added Services Operation
License for corresponding region, and other qualification
certificate that meets the requirements of the Administrative
Measures for Telecommunications Business Operating License (2002),
or the Telecom License Measures implemented by the Ministry of
Information Industry (“MII”).
	 
	5.1.2	 	Party B has favorable capabilities in terms of scale of company,
content, technical resources, marketing channel, operational
experience and etc.




 


9









 






	5.1.3	 	Party B has Telecommunication operation and maintenance abilities,
and meet the various requirements including host machine conditions,
maintenance organization, security mechanism, daily maintenance,
connection method, and other key requirements in Operation,
Maintenance and Management Requirements of China Unicom VAS as
follows:






	 	1.	 	Operation and maintenance management: conditions of host machine,
maintenance organization, and position set up, security mechanism,
malfunction and alteration mechanism of system database, daily
maintenance mechanism should meet the relevant requirements.
	 
	 	2.	 	connection method: Specific line, and Virtual Private Network
(VPN) connection method;
	 
	 	3.	 	Key performance requirements: successful connection rate between
Uni-info gateway and SP, revert time of WAP services, successful WAP
site-visits rate, equipments capable of operating 7 X 24 hours, and
etc. should meet the relevant requirements.
	 
	 	4.	 	China Unicom VAS Service Provider Operational and Maintenance
Training Certificate: Mobile Value-added Service Cooperation require
no less than three (3) person per company which has duly obtained
training certificates as operational and maintenance staff, and
should increase such technical staff amount in the event of
expanding business.






	5.1.4	 	Party B has a developed and effective client service system, and
other relevant requirements under Chapter 9 hereof.
	 
	5.2	 	Party A shall adopt assessment and withdrawal mechanism on Party B and
its business respectively.
	 
	5.2.1	 	Party A shall assess Party B. The assessment shall be applied
according to the business development, client service quality,
operational and maintenance quality, credit rating, and other
relevant details of Party B. Such criteria shall meet the
requirements of this Agreement and other measures establish by Party
A, and this Agreement shall terminate in the event that Party B
fails to meet such requirements. The assessment criteria and
conditions which include without limitation are as follows:







	 	1.	 	Received client service assessment resolve warnings for three (3)
times in the aggregate within a quarter or rectification period is
more than two (2) weeks;
	 
	 	2.	 	withdrawal of certain service which result in withdrawals of
other services, and result in withdrawal of qualification.






	5.2.2	 	Party A shall apply assessment on each business of Party B, and the
assessment shall be applied based on the revenue, subscriber volume,
maintenance quality, and other relevant criteria of the business of
Party B. The detailed requirements shall meet the relevant
management mechanism of Party A as set forth under the terms and
conditions of this Agreement. Party A shall have the right to
terminate this Agreement in the event that Party B fail to meet the
criteria as agreed, in which the relevant criteria shall include
without limitation as follows:




 


10









 






	 	1.	 	In connection with Uni-Info, withdrawal mechanism shall be
applied to SP which has handled at least 10,000 messages effectively
and non-effectively terminated (MT) within a month for
delivery-on-demand service, and at least 2,000 subscribers for
subscription-based service; (the “effectively” herein shall refer to
the use of the relevant service by a normal Subscriber in its own
initiative through the normal process, which results in a bill);
	 
	 	2.	 	In connection with CDMA IX/ GPRS services, both services shall be
deemed as supporting services, and shall not be included in the
assessment of single business revenue.
	 
	 	3.	 	Assessment criteria for the operation and maintenance of business
shall based on the China Unicom VAS Service Provider Operational and
Maintenance Management Measures, and shall conduct assessment on the
‘success rate of connecting Party A’s Uni-Info Gateways to Party B’s
servers’, ‘wireless application protocol (WAP) service response
time’, ‘WAP site visit success rate’, and other business
performances. Patry A shall adopt the Business Closedown procedure
for services that fail to meet the requirements. Withdrawal
mechanism shall be applied to services that received Business
Closedown procedure notice for three (3) times in the aggregate or
the rectification period is more than two (2) weeks;






	5.2.3	 	The assessment and withdrawal with respect to Service Categories
shall be conducted once every quarter.
	 
	5.2.4	 	In the event that Party B is to closedown the service after
assessment upon notice, Party A shall withhold it acceptance of
Party B’s application for qualification thereof within one (1) year.
For service category which is to closedown upon notice, Party A
shall withhold it acceptance of Party B’s application for new
services under the service category thereof within one (1) year.
	 
	5.2.5	 	The Business Support Period for Party B or Party B’s new service
shall be three months (three complete billing month after activation
of new services), shall not participate in the above assessment and
withdrawal.
	 
	5.3	 	Unless otherwise expressly agreed by the Parties, or with the prior
consent from Party A, Party B shall not transfer the services
conducted by it on a cooperative basis to any third party. Any
transfer in breach of this Agreement shall be construed as a breach on
the part of Party B, and Party B shall assume the consequential
liability for breach.
	 
	5.4	 	In the event of occurrence of any change to Party B’s corporate nature
(including Business License for Incorporated Enterprise and Operation
License for Cross-region Telecom VAS), Party B shall settle any
outstanding payments to party A, and shall only submit application to
conduct relevant transfer procedure under no outstanding breach of
terms and conditions under this Agreement.




 


11









 






	5.5	 	The standard of transfer service fee in relations to the Value-added Services are as follows:






	 	1.	 	In connection to the transfer of Uni-Info, and Uni-Voice 10159 service category, the
transfer service fee shall be RMB 100,000 per service category;
	 
	 	2.	 	In connection to the transfer of other service category, the transfer service fee shall
be RMB 50,000 per service category.






	5.6	 	Party B shall guarantee that the third party transferee shall have the
qualification and capacity no lower than those of Party B to engage in
the Value-added Services hereunder, and shall meet the requirements
for business transfer as set forth in the business standards and
management measures of Party A and shall perform the obligations
required for such transfer and deal with necessary procedures for such
transfer.
	 
	5.7	 	The transferor or transferee of the transfer service as set forth
above shall submit to Party A all relevant costs and expenses,
including change and testing of relevant communication lines, changes
of data, client service, and any other costs and expenses with respect
thereto, for the support and assistance of Party A to the transferor
or transferee.
	 
	5.8	 	Party A encourage, support Party B to create new services, and be
responsible to establish and implement new services management
mechanism. New services shall include without limitation:






	 	1.	 	No similar services or application within the Internet, with brand
new design, and special features; or
	 
	 	2.	 	content resources is of monopoly or rare nature, and is hard to
modify or obtain within a short period; or
	 
	 	3.	 	Special, patented, created services or application which has own
intellectual property rights






	5.9	 	Party A shall confirm the above new services hereof through quarterly assessment.
	 
	5.10	 	In connection to the above new services, Party A shall apply green
pathway services. Green Pathway shall means that all new services
shall enjoy preferential service in submitting application,
assessment, testing, connecting and etc. Party A shall also appoint a
designated service manager to provide assistance and consultation for
Party B to prepare materials for any new services. The service
manager will also track, coordinate and revert any comments during
the entire process.
	 
	5.11	 	Party A shall provide service promotion period for any new services
for six (6) months, and shall open a designated spot within the new
features column.
	 
	5.12	 	Party A shall provide Business support period for any new services
for six (6) months, and during the Business support period, new
services shall not participate in the assessment and withdrawal
mechanism.




 


12









 





CHAPTER 6 WORK INTERFACE AND MAINTENANCE





	6.1	 	During the term hereof, each of the Parties shall be solely
responsible for maintenance of its own interface that is divided by
Equipment Connection Point. The work and maintenance interface of each
of the Parties are indicated in the diagram as follows:










Illustration of Maintenance Interface of the Parties





	6.2	 	Party A’s Maintenance Responsibilities
	 
	6.2.1	 	Party A shall contribute the software and hardware systems as
necessary for its Mobile Communication Network and Value-added
Service Platform.
	 
	6.2.2	 	Party A shall cooperate with Party B to connect Party A’s various
Gateways or servers to the communication lines of Party B’s servers.
	 
	6.2.3	 	Party A shall be responsible for providing Party B with its
standards for technology protocol and interface with respect to the
Value-added Service.




 


13









 






	6.2.4	 	Party A shall be responsible for maintaining the normal operation of
network communication that are within the responsibility of Party A
as shown in the diagram above, and assume responsibilities for
network failures other than those attributable to Party B’s reasons.
Party A shall have the right to restrict the transmission of any
abnormal overloads of data or information which may affect the
operation security of Party A’s network.
	 
	6.2.5	 	Party A shall have the right to control and adjust the Data Flow and
Port of the Maintenance Interface that belongs to Party A, and
notify Party B of the result thereof.
	 
	6.2.6	 	Party A shall have the right to conduct necessary testing and data
statistics from time to time during the service operation period
with respect to such services provided by Party B, and, based on the
testing results, require Party B to carry out rectification in
accordance with Party A’s Mobile Value-added Services management
procedures.
	 
	6.2.7	 	Party A shall be responsible for providing Party B with the
statistics of Data Flow with respect to Party B’s use of
Communication Channels, and ensure the reliability and timeliness of
such statistics.
	 
	6.2.8	 	Party A shall give a notice to Party B as soon as practicable prior
to any transmission interruption caused by the debugging and
maintenance of the Gateways or other network equipment or due to
other foreseeable reasons, including specific reasons, time and
period for interruption.
	 
	6.2.9	 	Party A shall ensure that Party B will be given notice within
reasonable time upon the occurrence of any transmission interruption
caused by problems with Gateways or other networks or any other
unforeseeable reasons.
	 
	6.3	 	Party B’s Maintenance Responsibilities
	 
	6.3.1	 	Party B shall be solely responsible for the construction and
maintenance of its own systems, including any work and cost involved
in all the hardware equipment, system debugging, activation, and
System Maintenance with respect to the performance of the Mobile
Value-added Services hereunder in this Agreement.
	 
	6.3.2	 	Party B shall be responsible for the interconnection between Party
B’s system and Party A’s various Gateways or servers, and shall be
responsible for the application for, lease and maintenance of
relevant communication lines, and any costs and expenses with
respect thereto.
	 
	6.3.3	 	Party B shall ensure that no debugging, activation and maintenance
of its system shall be conducted at Party A’s busy hours, and
operations that might affect the Subscribers substantially shall be
conducted at midnight such that the Subscribers’ use of the Mobile
Value-added Services might be affected to a minimum extent. Party B
shall ensure that normal functioning of Party A’s network will not
be affected by the aforesaid operations, and shall assume any
liability for any damages to Party A’s work arising therefrom.




 


14









 






	6.3.4	 	Party B shall provide Party A with prior notice in writing or in
other appropriate forms (e.g. through SP Service System) of the
debugging, activation and modification of its system, and shall upon
receipt of Party A’s confirmation notify the Subscribers of the same
through effective ways such as mails, advertisement, or short
message, etc. and shall ensure minimum impact upon the Subscribers.
	 
	6.3.5	 	Party B shall accept such adjustments on Data Flow as made by Party
A in case of emergency to ensure the normal and stable conditions of
various Value-added Services.
	 
	6.3.6	 	Party B shall, at its transmission of various data or information to
Party A’s Communication Platform, ensure that the Data Flow will not
cause any damage to the safe load of network. Party A shall have the
right to restrict the transmission of any abnormal overloads of data
or information with negative impact on the operation security of
Party A’s network.
	 
	6.3.7	 	Party B shall provide 24-hour uninterrupted System Maintenance.





CHAPTER 7 CREDIT RATING SYSTEM





	7.1	 	For the purpose of good faith cooperation between the Parties, Party B
shall be evaluated in terms of credit rating and good faith according
to Party B’s events of default, acts in breach of rules, Subscriber
complaints, and cooperation on the services during the term hereof,
and relevant provisions hereof and appropriate incentives or
restrictions shall apply to Party B according to the results of such
evaluation.




 


15









 






	7.2	 	A scoring system for measuring the credit rating shall be adopted as follows:





	 	 	 	 	 	 	 
	Credit Rating	 	Credit Score	 	Responses	 	Policies of Incentives and Restrictions
	Excellent

	 	90<credit score<100
	 	Development support
	 	Include without limitation:

1. Eligible to apply for “Green
Pathway” for services

2. Party A shall support the
development of Party B by providing
relevant subscriber data

3. Eligible to apply for WAP PUSH
message or group short message
according to the situation of services.

4. Grant appropriate incentives from
time to time.

	 
	 	 	 	 	 	 
	Good

	 	75<credit score<90
	 	Implement standard

cooperation

policies
	 	N/A
	 
	 	 	 	 	 	 
	Fair

	 	60<credit score<75
	 	Development

restriction
	 	1. Reduce profit distribution
percentage by 5%;

2. Suspend the acceptance of
applications for new businesses and
Service Categories;

	 
	 	 	 	 	 	 
	Unqualified

	 	Below 60 points
	 	Termination of
cooperation
	 	Terminate cooperation in all businesses.






Notes:




	(1)	 	Regarding Credit Rating:






	 	•	 	Credit Score is ‘zero (0)’ to ‘one hundred (100)’ points, and
shall have a total four (4) ratings: ‘Excellent’, ‘Good’, ‘Fair’, and
‘Unqualified’.
	 
	 	•	 	For new SP beginners, credit score shall be ‘80’ points, and
credit rating shall be ‘Good’






	(2)	 	Development support shall refer to:






	 	•	 	the friendly policies adopted by Party A for promoting
cooperation with Party B, or facilitating Party B’s operation of the
Value-added Services, which shall apply to Party B if applicable.
	 
	 	•	 	Normal cooperation shall refer to the terms of this Agreement
that shall apply to the cooperation between the Parties and that the
development support policy may not be applied to Party B unless
otherwise expressly stated in writing;
	 
	 	•	 	Development restriction shall refer to the restriction
policies adopted by Party A in order to restrict its cooperation with
Party B to a certain extent, which shall apply to Party B if
applicable.




 


16









 






	 	•	 	Termination of cooperation shall refer to the termination of
this Agreement. In the event that Party B gets a credit score below 59
points, Party A shall have the right to terminate this Agreement, and
all the Value-added Services hereunder. In such case, Party A shall
give a notice thereof to Party B in an appropriate manner, and make
arrangements according to the provisions relating to termination
herein.






	7.4	 	During the term of this Agreement, prior to the fifteenth day of each
month, Party A shall conduct a credit rating on all SPs and announce
the credit scores to them. The factors in credit rating and methods
for score increase and reduction are set out in Annex III hereto.





CHAPTER 8 COMPLAINT AND BREACH RESOLUTION





	8.1	 	The Parties shall strictly observe the provisions of this Agreement,
if either Party suffers any damage to its interests or the cooperation
hereunder is unable to proceed due to the failure of the other Party
to perform its obligations, warrants or undertakings hereunder, or the
violation of its representations hereunder, then the other Party shall
constitute a breach of this Agreement.
	 
	8.2	 	If any Party’s breach causes negative social impact or economic losses
to the other Party, the non-defaulting Party shall have the right to
hold the defaulting Party liable for such breach and require the
defaulting Party to eliminate such impact and make corresponding
compensations, and shall have the right to terminate this Agreement.
	 
	8.3	 	Any acts of Party B in breach of the terms of this Agreement and
breach of the business standards shall be deemed as ‘Act of breach’.
Other than the liabilities as set forth under this Chapter, in the
event that Party B breach the business standards or relevant
management measures or etc. of Party A, the act of Party B shall be
deemed to be a breach of rules and shall hold responsible with the
corresponding liabilities.
	 
	8.4	 	Party B shall be dealt with in accordance with the provisions
regarding “breach of Rules” in the aforesaid standards or measures,
including but not limited to Service Screening for services in breach
of rules, and reduction in credit rating, by Party A. If there is any
discrepancy between the provisions of this Agreement and those of the
aforesaid standards or measures with respect to any acts in breach of
contract or rules, the provisions of this Agreement shall prevail.
	 
	8.5	 	Party A shall adopt Service Screening to the relevant services
provided by Party B based on subscriber complaints. The Service
Screening shall be issue to Party B through the SP service system.
	 
	8.5.1	 	Service Screening due to acts in breach of contract or rules, and
conditions: Service Screening shall be conducted based on the
evidence of any acts in breach of contract or rules. Upon Service
Screening, Party A will then dealt the matter as acts in breach.
Acts in breach include without limitation:




 


17









 






	 	•	 	Provide contents which contain vulgar, explicit information,
which violates the relevant State regulations;






	 	•	 	Provide illegal contents, including contents containing
conservative and superstitious, gambling, illegal drugs, criminal
organization, guns, and etc;






	 	•	 	Provide contents containing information in violation of the
relevant national security laws;






	 	•	 	Forcibly or discreetly send PUSH information, messages to
multiple receivers or voice outbound without Party A’s consent
through techniques including frauds, and etc;






	 	•	 	Send PUSH information, messages to multiple receivers or
voice outbound without Party A’s consent through techniques
including frauds, and default subscriber default or charge
subscribers;






	 	•	 	Call (10159) non-subscribers without the customer’s consent
and illegally charge information fee of the non-subscribers.






	8.5.2	 	Group Messages Service Screening: Party A shall apply Service
Screening to the relevant services according to complaints received
from subscriber for receiving any vulgar short messages that
contains promotional value-added services (such as IVR services).
Service Screening period shall be of two (2) weeks in the event that
customer complaints on certain services reach more than two hundred
(200) complaints within one (1) month. After expiration of the
screening period, Party A will cancel the screen and restore the
service in the event that there are no more complaints from
customers. In the event that there are still such complaints from
customers during the screening period or after restoring the
service, the service in breach shall be closed down through
procedures as set forth above.
	 
	8.5.3	 	The Screening method is as follows:





	 	 	 	 	 
	Service Category	 	Screening Method
	 

	 	MyUni
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	Uni-Info

	 	On-Demand
	 	Subscriber unable to use service if
service code fails to pass assessment
	 

	 	Monthly Subscription
	 	While maintaining the customization of
Subscribers, the billing rate shall be
set at zero.
	 

	 	Uni-Tone
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	 

	 	Uni-Video
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	 

	 	BREW
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	 

	 	Uni-JA
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	 

	 	MMS
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)
	 

	 	Uni-Mail
	 	Screen Service (service subscriber will
receive service; non-service
subscribers unable to receive service)





 


18









 






	8.6	 	Party A defines the events of default of Party B’s acts in breach into
six (6) classes (Minor Class A, Minor Class B, Major Class A, Major
Class B, Material Breach Class A, Material Breach Class B), warnings,
and termination of fee settlements. Detailed acts in breach as set
forth under ‘List of Acts in Breach’.
	 
	8.7	 	In the event of acts in breach of Party B, Party A shall conduct the
corresponding breach resolution to Party B, in addition to apply the
‘Credit Rating System’ under Chapter 6. Detail resolution shall be as
follows:
	 
	 	 	Minor Class A default: There will be a 30-day rectification period
after Party A has sent the notice of default to Party B, during which
period Party A shall screen such services in breach and withhold its
acceptance of Party B’s application for new services under the service
category thereof. For 10159 services including, Uni-Info and
Uni-Voice, at provincial level, Party A shall closedown service in
breach. After expiration of the rectification period, if the result of
rectification is satisfactory, Party A will cancel the screen and
restore acceptance of new applications; if the result of rectification
is unsatisfactory, the service in breach shall be closed down, and
Party B shall continue with its rectification until the result thereof
is satisfactory and Party A will restore its acceptance of new
applications; the Information Service Fee proceeds from the service in
breach shall be deducted by two times at the amount thereof for
compensation to Subscribers, and a liquidated damages shall be paid at
10% of the aggregate amount of such Information Service Fee (including
Information Service Fee proceeds from the service in breach) arising
from the Billing Cycle during which such breach occurs (if such amount
is less than RMB5,000, it shall be collected at RMB5,000); and such
breach shall be notified to Party A’s branch companies and announced
on the SP Service System.
	 
	 	 	Minor Class B default: There will be a 30-day rectification period
after Party A has sent the notice of breach to Party B, during which
period it will withhold its acceptance of Party B’s application for
new services under the service category thereof. For 10159 services
including, Uni-Info and Uni-Voice, at provincial level, Party A shall
closedown service in breach. After expiration of the rectification
period, if the result of rectification is satisfactory, Party A will
cancel the screen and restore acceptance of new applications; the
Information Service Fee proceeds from the service in breach shall be
deducted by two times at the amount thereof for compensation to
Subscribers, and liquidated damages shall be paid at 30% of the
aggregate amount of such Information Service Fee (including
Information Service Fee proceeds from the service in breach) arising
from the Billing Cycle during which such breach occurs (if such amount
is less than RMB5,000, it shall be collected at RMB5,000); and such
breach shall be notified to Party A’s branch companies and announced
on the SP Service System.




 


19









 






Major Class A default: In connection with on-demand service category,
Party A shall apply closedown of the service in breach; In connection
with monthly subscription service category, Party A shall apply
termination of cooperation on the service in breach; There will be a
60-day rectification period after Party A has sent the notice of
breach to Party B, during which period it will withhold its acceptance
of Party B’s application for new services under the service category
thereof. For 10159 services including, Uni-Info and Uni-Voice, at
provincial level, Party A shall closedown service in breach. After
expiration of the rectification period, if the result of rectification
is satisfactory, Party A will cancel the screen and restore acceptance
of new applications; the Information Service Fee proceeds from the
service in breach shall be deducted by two times at the amount thereof
for compensation to Subscribers, and liquidated damages shall be paid
at 30% of the aggregate amount of such Information Service Fee
(including Information Service Fee proceeds from the service in
breach) arising from the Billing Cycle during which such breach occurs
(if such amount is less than RMB10,000, it shall be collected at
RMB10,000); and such breach shall be notified to Party A’s branch
companies and announced on the SP Service System.




Major Class B default: In connection with on-demand service category,
Party A shall apply closedown of the service in breach; In connection
with monthly subscription service category, Party A shall apply
termination of cooperation on the service in breach; There will be a
60-day rectification period after Party A has sent the notice of
breach to Party B, during which period it will withhold its acceptance
of Party B’s application for new services under the service category
thereof. For 10159 services including, Uni-Info and Uni-Voice, at
provincial level, Party A shall closedown service in breach. After
expiration of the rectification period, if the result of rectification
is satisfactory, Party A will cancel the screen and restore acceptance
of new applications; the Information Service Fee proceeds from the
service in breach shall be deducted by two times at the amount thereof
for compensation to Subscribers, and liquidated damages shall be paid
at 50% of the aggregate amount of such Information Service Fee
(including Information Service Fee proceeds from the service in
breach) arising from the Billing Cycle during which such breach occurs
(if such amount is less than RMB10,000, it shall be collected at
RMB10,000); and such breach shall be notified to Party A’s branch
companies and announced on the SP Service System.




Material Breach Class A default: In connection with on-demand service
category, Party A shall apply closedown of the service in breach; In
connection with monthly subscription service category, Party A shall
apply termination of cooperation on the service in breach; There will
be a 60-day rectification period after Party A has sent the notice of
breach to Party B, during which period it will withhold its acceptance
of Party B’s application for new services under the service category
thereof. For 10159 services including, Uni-Info and Uni-Voice, at
provincial level, Party A shall closedown service in breach. After
expiration of the rectification period, if the result of rectification
is satisfactory, Party A will cancel the screen and restore acceptance
of new applications; the Information Service Fee proceeds from the
service in breach shall be deducted by two times at the amount thereof
for compensation to Subscribers, and liquidated damages shall be paid
at 80% of the aggregate amount of such Information Service Fee
(including Information Service Fee proceeds from the service in
breach) arising from the Billing Cycle during which such breach occurs
(if such amount is less than RMB10,000, it shall be collected at
RMB10,000); and such breach shall be notified to Party A’s branch
companies and announced on the SP Service System.


 


20









 






Material Breach Class B default: termination of cooperation on the
service in breach; After Party A has sent the notice of breach to
Party B, Party A shall withhold its acceptance of Party B’s
application for new services under the service category thereof within
one (1) year; the Information Service Fee proceeds from the service in
breach shall be deducted by two times at the amount thereof for
compensation to Subscribers, and liquidated damages shall be paid at
80% of the aggregate amount of such Information Service Fee (including
Information Service Fee proceeds from the service in breach) arising
from the Billing Cycle during which such breach occurs (if such amount
is less than RMB10,000, it shall be collected at RMB10,000); and such
breach shall be notified to Party A’s branch companies and announced
on the SP Service System.




Warnings: The actual month in which Party A issue warning notice to
Party B shall be the statistical month, 1.5 credit rating score shall
be deducted from the aggregate monthly credit rating score of Party B.




Termination of fee settlements: The actual month in which Party A
issue warning notice to Party B shall be the statistical month, 2
credit rating score shall be deducted from the aggregate monthly
credit rating score of Party B. Other resolve method shall be
conducted in accordance to the ‘China Unicom Messaging Service
Quality, Supervision and Management Measures (2007)’.




	8.8	 	Methods for deducting by two times the total amount of Information
Service Fee proceeds from the service in breach and relevant
liquidated damages: If the currently settled amount is insufficient
for deduction by two times of the total amount of Information Service
Fee from the service in breach and liquidated damages, further
deduction shall be conducted in the subsequent settlements on the part
of Party B until all the remaining amount thereof has been deducted;
if the settled amount is insufficient for such deduction as of the
termination hereof, Party A shall have the right to recover the
remaining amount thereof.
	 
	8.9	 	Methods for deducting shall not be calculated in repetition, in the
event that Party B engage in acts in breach within different branch
companies of Party A, and has receive notice of breach issue by
different branch companies of Party A.




 


21









 






	8.10	 	During the transition period, branch companies of Party A shall be
responsible for investigating, collect evidence, confirm breach
category, and then deduct corresponding compensations in connection
with Party A’s connection, agreement, fee settlement in respective
provinces, and management in respective provinces during acts in
breach of 10159 services including, Uni-Info and Uni-Voice.
Simultaneously, branch companies of Party A shall notify Party A
regarding the acts in breach of services, breach class and result of
post-investigation on evidence. Party shall execute the corresponding
breach in service according to the situation of acts in breach.
Detailed execution method shall be as follows:





	 	 	 	 	 	 	 
	 	 	Penalty Method
	 	 	Branch Company of	 	Party A
	 	 	Party A	 	Service Screening	 	Deduct
	 	 	Temporary Shutdown	 	for breach in	 	Information
	Minor Class A	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for one (1) month
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 10%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for one (1) month
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 10%

Information Fee
	IX and GPRS

	 	N/A
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 10%

Information Fee






	 	 	 	 	 	 	 
	 	 	 	 	Service Screening	 	Deduct
	 	 	Temporary Shutdown	 	for breach in	 	Information
	Minor Class B	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for one (1) month
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 30%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for one (1) month
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 30%

Information Fee
	IX and GPRS

	 	N/A
	 	Service Screening
for breach in
services for one
(1) month
	 	Deduct 30%

Information Fee





 


22









 





	 	 	 	 	 	 	 
	 	 	 	 	Service Screening	 	Deduct
	 	 	Temporary Shutdown	 	for breach in	 	Information
	Major Class A	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	For breach in
On-Demand services,
business closedown
procedure shall be
applied. For breach
in monthly
subscription
services,
termination of
cooperation shall
be applied on the
service in breach;
	 	Deduct 30%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 30%

Information Fee
	IX and GPRS

	 	N/A
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 30%

Information Fee






	 	 	 	 	 	 	 
	 	 	 	 	Service Screening	 	Deduct
	 	 	Temporary Shutdown	 	for breach in	 	Information
	Major Class B	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	For breach in
On-Demand services,
business closedown
procedure shall be
applied. For breach
in monthly
subscription
services,
termination of
cooperation shall
be applied on the
service in breach;
	 	Deduct 50%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 50%

Information Fee
	IX and GPRS

	 	N/A
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 50%

Information Fee





 


23









 





	 	 	 	 	 	 	 
	 	 	 	 	Service Screening	 	Deduct
	Material Breach	 	Temporary Shutdown	 	for breach in	 	Information
	Class A	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	For breach in
On-Demand services,
business closedown
procedure shall be
applied. For breach
in monthly
subscription
services,
termination of
cooperation shall
be applied on the
service in breach;
	 	Deduct 80%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for two (2) months
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 80%

Information Fee
	IX and GPRS

	 	N/A
	 	business closedown
procedure shall be
applied for breach
in services
	 	Deduct 80%

Information Fee






	 	 	 	 	 	 	 
	 	 	 	 	Service Screening	 	Deduct
	Material Breach	 	Temporary Shutdown	 	for breach in	 	Information
	Class B	 	of Service Access	 	services	 	Fee
	Uni-Info

	 	Temporary Shutdown
of Service Access
for twelfth (12)
months
	 	termination of
cooperation on the
service in breach;
withhold its
acceptance of Party
B’s application for
new services under
the service
category thereof
within one (1)
year;
	 	Deduct 80%

Information Fee
	Uni-Tone

	 	Temporary Shutdown
of Service Access
for twelfth (12)
months
	 	termination of
cooperation on the
service in breach;
withhold its
acceptance of Party
B’s application for
new services under
the service
category thereof
within one (1)
year;
	 	Deduct 80%

Information Fee
	IX and GPRS

	 	N/A
	 	termination of
cooperation on the
service in breach;
withhold its
acceptance of Party
B’s application for
new services under
the service
category thereof
within one (1)
year;
	 	Deduct 80%

Information Fee







	8.11	 	If Party A applies the Withdraw Mechanism, it shall give an
appropriate notice in a proper way to Party B, and notify Party B of
the effects on their cooperation resulting therefrom. Information
Service Fee proceeds that has not yet been settled shall be settled
in accordance with the relevant rules and regulations under this
Agreement.
	 
	8.12	 	In that Party B’s operation of one or more Value-added Services has
substantially or significantly breached the standards for service
quality and client service instructed by Party A, or there are
material defects in the services or contents provided by Party B to
the Subscribers hereunder, or Party B, through using technologies,
has participated, on its own initiative or as requested, in any
activities which have violated the interests of Party A or the
Subscribers, or problems in Party B’s operation has caused serious
social impact on Party A or the Subscribers, then in addition to
termination of cooperation with Party B in such services pursuant to
this Chapter, Party A may also terminate cooperation with Party B in
all or part of other services with respect to which no acts in breach
of rules have occurred, or may terminate this Agreement.




 


24









 






	8.13	 	If Party B has maliciously caused damages to the interests of Party A
or the Subscribers by using technologies on its own or through
conspiracy with any other party, or if data or irregularities occur
in Party A’s business platform/system by reason thereof, Party A may
suspend the services conducted by party B and promptly notify Party B
of such suspension, and Party B shall provide sufficient evidence for
explanations of the aforesaid data or irregularities within 7
business days, otherwise Party B shall be deemed to have maliciously
caused damages to the interests of Party A or the Subscribers and
shall be dealt with in accordance with the relevant terms of this
Agreement.





CHAPTER 9 CLIENT SERVICE





	9.1	 	The client service with respect to the Value-added Services hereunder
shall be implemented by making reference to the standards issued by
the Ministry of Information Industry, and Party A’s client service
standards then in effect, including without limitation,
‘Telecommunications Regulations (2000)’, ‘Standard of China Unicom
Client Service Brand’, ‘China Unicom Uni-10010 Service Measures’,
‘China Unicom Messaging Service Quality, Supervision and Management
Measures (2007)’, and etc.
	 
	9.2	 	The SP Service Supervision telephone number of Party A within the
state and various provinces is 10109696.
	 
	9.3	 	Party B shall provide developed and effective client service system,
which include without limitation:






	 	(1)	 	Customer service hotline: 7×24 hours customer service hotline with
numbers starting with 800, 400, 1010XXXX, and other short numbers. The
hotline number shall not be a fix line or a mobile number.
	 
	 	(2)	 	Platform Function: Customer Service system general functions
including, exchange, automatic calling allocation, computerized
telephone, IVR automatic voice answering machine, manually operated
call center, voice recording, database, preposition-service function,
and etc.




 


25









 






	 	(3)	 	Service Function: Customer Service Call Center shall support Client
Service functions to subscribers including, information search,
service cancellation, service enquiry, customer complaint solution
provider, and mostly call-in and manual services.
	 
	 	(4)	 	Manual Service Allocation: shall guarantee no less than 5 seats, and 12 call-in staff.
	 
	 	(5)	 	System performance and service criteria: 99% of system connection rate
and 80% of service rating (successful manual connection in 20
seconds).






	9.4	 	The Parties hereof shall notify the subscribers through reasonable
methods in connection to details including company name, detail
service name, service content, fee and charges, customer service
hotline, unsubscribe method, and other relevant information, before
providing the services to customers.
	 
	9.5	 	The Parties hereof shall notify the subscribers through reasonable
methods in connection to details including company name, detail
service name, service content, fee and charges, customer service
hotline, unsubscribe method, and other relevant information, before
providing the services to customers.
	 
	9.6	 	Complaints from Subscribers shall fall in the responsibility of the
Party first receiving such complaints, whether they are actually
within the responsibility of either Party; provided that if the other
Party is involved in the problems, such other Party shall assist in
resolving the problems.
	 
	9.7	 	Party A’s customer complaint or enquiry center (1001 customer service
hotline) shall direct to Party B for solution of such issues that are
not the responsibility of Party A, and Party B shall send initial
reply to Party A or directly respond to Subscribers within one (1)
hour thereafter, and shall be responsible for the final explanation or
solution of such issues.
	 
	9.8	 	Party B shall not require Subscribers to contact directly with Party A
on the excuse that the inquires or complaints it received are the
responsibilities of Party A. If Party B believes that the inquires or
complaints it received are the responsibility of Party A, Party B’s
customer service personnel or customer service system shall assist
Party A to analyze and resolve such inquires or complaints, and
contact with Party A within one (1) hour after receipt thereof, and
direct the same to Party A upon Party A’s confirmation.
	 
	9.9	 	If neither Party A nor Party B can determine which Party shall be
responsible for the inquiries or complaints it received, such Party
shall contact with the other Party within one (1) hour after the
receipt thereof to find out the Party to be responsible, and help the
Subscriber resolve the problem as soon as possible. Neither Party
shall try to evade from its responsibilities thereto.




 


26









 






	9.10	 	If the complaints from Subscribers have arisen from the services have
not been provided in such quality as specified in promotions or
covenants, the Party making such promotions and covenants shall be
responsible for responding and resolving the problems in relation to
such complaints and the other Party shall give necessary cooperation.
	 
	9.11	 	In the event that Party B cannot continue to provide the Value-added
Services due to poor operation, withdrawal from this Agreement or for
other reasons of its own, Party B shall be directly responsible for
making appropriate explanations to the Subscribers and dealing with
subsequent problems. Except for the Withdrawal Mechanism as provided
herein, Party B shall inform Party A of the suspension of its
provision of the Value-added Services three months ahead; Party A
shall promptly stop the collection of Information Service Fee on
behalf of Party B, and assist Party B in making explanations to the
Subscribers.
	 
	9.12	 	The client service with respect to the Value-added Services provided
by both Parties hereunder shall be implemented by making reference to
the standards issued by the Ministry of Information Industry.





CHAPTER 10 BILLING, SETTLEMENT AND COLLECTION





	10.1	 	Billing
	 
	10.1.1	 	Communication Fee shall be set by Party A, and Information Service
Fee shall be set by Party B upon Party A’s examination and
approval. Any amendment to the Information Service Fee (including
the amendment to the manner of fee collection) shall be implemented
only upon Party A’s approval.
	 
	10.1.2	 	Party B may set the Information Service Fee according to various
methods of collection including frequency, duration and monthly
payment, and may provide such various methods of collection for
Subscribers to select from. Party B may, through announcement on
its website, explicit indication in the Customization agreement,
display on the interface of cell phone, or transmission of short
message, specifically inform the Subscribers of the collection
methods, pricing standards, payment deadline, customer service
hotline etc. for the Information Service Fees.
	 
	10.2	 	Settlement
	 
	10.2.1	 	Party A shall be entitled to various Communication Fees arising
from the use of Party A’s Communication Network by Subscribers or
Party B.




 


27









 






	10.2.2	 	Proceeds of the Information Service Fee shall be distributed
between Party A and Party B in certain percentage after deduction
of certain allowance percentage for bad accounts, advance
compensation in connection with the complaints from Subscribers and
other expenses acknowledged by the parties. Party A’s share in the
proceeds is based on the following services it provided: Mobile
Communication Network Subscriber resources, relevant service
platform, service testing and quality supervision, more than 20
Information Fee arising from unified customer service (excluding
zero (0) Communication Fee subscribers) per hour per customer
subscription fee and business promotion, collection of Information
Service Fees, and/or billing services.
	 
	10.2.3	 	The distribution percentage of the Information Service Fee is set
forth as per business type in Annex IV hereto.
	 
	10.2.4	 	Settlement cycle: Party A and Party B shall settle account once in
each month, the settlement cycle shall constitute one (1) full
calendar month.
	 
	10.2.5	 	Settlement procedure






	 	(1)	 	Subscribers use of the Value-added Service in the first month.
	 
	 	(2)	 	Subscribers shall settle the Value-added Service Fee in the second and third month.
	 
	 	(3)	 	Party A shall send the settlement information (including the amount of
Communication Fee and Information Service Fee) to Party B through the
SP Service System within 15 days after the beginning of the fourth
month.
	 
	 	(4)	 	Party B shall apply to receive the statement of account from Party A
within 15 days after the beginning of the fourth month if Party B have
any enquiry regarding the statement received from Party A. If no
application is submitted, Party A shall not process any application
further on. After application, Party A shall revert back within three
(3) months, the relevant management measure of providing statement of
accounts shall be in accordance with the relevant management measure
of Party A and the ‘Management Measure of China Unicom WVAS SP
statement of accounts’.
	 
	 	(5)	 	Both parties shall reconcile the account on the aggregate amount of
the Communication Fee and Information Service Fee. If the discrepancy
between Party A’s billing and that of Party is no more than 8%, the
billing shall be based on Party A’s data; if the discrepancy is more
than 8%, both parties shall redo the reconciliation and identify the
reasons for such discrepancy and timely find out reasonable solutions
thereto. Any delay in Party A’s payment due to reconciliation of
account shall not be deemed as a violation of Party A’s obligation in
timely payment.




 


28









 






	 	(6)	 	Party B shall submit the reconciliation and invoice affixed with its
seal as required by Party A prior to the 25th day of the fourth month
immediately after the occurrence of respective service due to Party
B’s reason or the process of reconciliation, Party A will suspend its
payment for Party B’s share of revenue until upon receipt of Party B’s
reconciliation and invoice.
	 
	 	(7)	 	Party A shall make payment to the bank account designed by Party B no
later than the 28th day of the fifth month after the reduction of
penalties, and etc.
	 
	 	(8)	 	In the event that the aggregate amount of the Communication Fee and
Information Service Fee of Party B is more than RMB 50,000, Party A
shall make payment. In the event that the aggregate amount of the
Communication Fee and Information Service Fee of Party B is less than
RMB 50,000 during the term of this Agreement, Party A shall make
payment to Party B one month before the expiration date of this
Agreement.
	 
	 	(9)	 	If Party B fails to submit the reconciliation and invoice affixed with
its seal as required by Party A prior to the 25th day of the fourth
month immediately after the occurrence of respective service due to
Party B’s reason or the process of reconciliation, Party A will
suspend its payment for Party B’s share of revenue until the end of
next quarter upon receipt of Party B’s reconciliation and invoice.
Party A’s suspension of payment pursuant to this clause shall not
constitute a breach or delayed payment under this Agreement, and Party
A shall not be liable for default as a result thereof.
	 
	 	(10)	 	If Party B fails to submit the reconciliation to Party A within one
(1) year, commencing from the 25th day of the fourth month
immediately after the occurrence of respective service, it shall be
deemed as Party B’s waiver of its rights to such payment, and Party A
shall be therefore released from any obligations to make such payment
to Party B.






	10.2.6	 	The actual amount that should be paid to Party B (“Settled
Information Service Fee”) in connection with various services
conducted on a joint basis shall be determined by Party A according
to the amount payable to Party B calculated and aggregated in
proportion to the relevant distribution percentages of the parties
applicable to each of such services, after deducting (or adding)
other fees to be paid (or received) by Party B. The foregoing
“other fees” include but are not limited to: Resource Use Charge,
liquidated damages deductible as a result of breach, and hosting
expense. The amount of service revenue payable to Party B may, upon
agreement between the Parties, be settled separately from the costs
and expenses payable from Party B, to which the settlement process
shall apply separately.




 


29









 






	10.2.7	 	If after reconciliation the amount of the Settled Information
Service is negative, Party B shall make up the amount to Party A
within ten (10) days upon receipt of notice from Party A. After
payment, Party B shall promptly obtain formal invoices from Party
A. In the event that Party B delay payments, Party B shall be
charged with 1‰ of the total amount of the Settled Information
Service according to the amount of days delayed. At the same time,
Party A shall reserve the right to directly deduct any outstanding
service fee and overdue charges from Party B in the next round of
settlement cycle. In the event that Party B delay payments for more
than 60 days, Party A shall have the right to terminate any
cooperation agreement and Party B shall be hold liable.
	 
	10.2.8	 	Party B shall timely update its information (such as bank account)
in connection with the payment recorded in the SP Service System.
If due to Party B’s failure to timely update its information, Party
A’s payment is rejected by the bank, or Party A is otherwise
prevented from making timely payment, Party A shall suspend making
such payment. Such suspended payment shall be made together with
the most recent payment of settled amount in either June or
December since Party A acknowledges Party B’s correct bank account,
and Party A shall not be liable for default due to failure of
timely payment.
	 
	10.2.9	 	If Party B changes it corporate name, it shall promptly (through
the SP Service System or other appropriate manner) notify Party A
of the same. All the amount that should be paid by Party A to Party
B after such change to Party B’s corporate name shall be remitted
to such bank account with the changed corporate name of Party B,
regardless whether or not such payment accrue after the change of
Party B’s corporate name. If Party A is unable to make timely
payment due to Party B’s failure in the handling of formalities for
the change of its corporate name, it shall be dealt with in
accordance with Clause 10.2.8 hereof.
	 
	10.2.10	 	If this Agreement is terminated by Party B as provided hereunder,
the Parties shall settle the Information Service Fees accrued
prior to the termination hereof. The settlement method, cycle and
procedure shall be determined according to Clause 10.2 hereof,
together with the provisions relating to the deduction of
Information Service Fee and liquidated damages as a result of
breach.
	 
	10.3	 	Fee Collection
	 
	10.3.1	 	Information Service Fee shall be charged and collected by Party A.
Party B shall not collect the Information Service Fee from the
Subscribers. Communication Fee shall be charged by Party A and
collected from the Subscribers or Party B.




 


30









 






	10.3.2	 	Prior to collection of the Information Service Fee on behalf of
Party B, Party A shall review in detail the fee collection items
and the summary thereof, and Party B shall provide active support
to Party A in this respect. The key details to be reviewed shall
include to make sure whether the contents provided by Party B are
in violation of the provisions of Article 57 and Article 58 of the
Telecommunication Regulations of People’s Republic of China and
other relevant laws, regulations and policies.
	 
	10.3.3	 	Prior to Party A’s collection of the Information Service Fee on
behalf of Party B, Party B shall provide relevant documents
evidencing that the Subscriber is using such service with knowledge
and willingness, and the fee to be collected shall accrue at the
time of actual use by such Subscriber (except for monthly fee). The
parties shall keep the record of Subscriber Customization and use
of service for more than 5 months.
	 
	10.3.4	 	The invoice issued by Party A to Subscribers shall explicitly
indicate “Fee Collection” and the amount thereof for the portion of
fees collected on behalf of Party B. Party A shall provide
Subscribers with reasonable and effective methods and ways to
inquire about Party B’s name, name of services for fee collection
and the specific amount thereof. If the Subscribers require the
billing record for such fee collection, the parties shall provide
such record to Subscribers without charge.
	 
	10.3.5	 	If the Subscribers refuse to pay the Information Service Fee for
any objection thereto, Party A shall only collect the portion of
fees other than that is under dispute, and timely notify Party B of
the case.
	 
	10.3.6	 	If there is any dispute with any Subscriber on a pre-paid basis,
and both parties cannot prove that the amount to be collected is
correct within 15 days thereafter, Party A shall for the time being
refund to such Subscriber, and deduct the portion of Information
Service Fee in dispute from Party B’s share of distribution in the
next round of settlement cycle. Thereafter, Party B shall be
responsible to settle the dispute with the Subscriber.
	 
	10.3.7	 	During the process of dispute resolution, both parties shall not
suspend or terminate services to such Subscriber other than those
in dispute.





CHAPTER 11 INTELLECTUAL PROPERTY





	11.1	 	Issues relating to copyrights, trade marks, patents and other
intellectual property rights during the term of this Agreement shall
be in compliance with relevant State laws; Party B shall, in
accordance with relevant State laws and regulations, enter into
appropriate authorization/license agreements with the intellectual
property rights owner/patentee and or/agent, to ensure that the
Mobile Value-added Service provided by Party B will not infringe on
the legal interest of the owner/patentee of the intellectual property
rights. Party A shall not be liable for any intellectual property
right disputes between Party B and any third parties arising from
services provided by Party B.




 


31









 






	11.2	 	In the event that Party B desire to insert Party A’s company brand,
customer brand, service names, trademark, service mark or logo, and
etc. to its Mobile Value-added Services, both Parties agree to
negotiate beforehand. Without prior written consent from Party A,
Party B shall not use such properties as stated above, and shall not
misled customers to believe that Party B the sole provider or joint
provider of such content or services. Party B shall, in accordance
with the “China Unicom Management Handbook VIrelevant State laws and
regulations, enter into appropriate authorization/license agreements
with the intellectual property rights of Party A.
	 
	11.3	 	The parties hereby agree to not infringe upon the trademark rights,
intellectual property rights or industrial property rights either of
Party A or Party B and/or any third parties under any circumstances.
If any party hereto infringes upon the trademark rights, intellectual
property rights or industrial property rights of any third party
through its unilateral acts, the infringing party shall be liable for
all the consequences of infringement, compensate the economic loss
that the non-infringing party may suffer, and eliminate negative
social impact upon the non-infringing party that may arise therefrom.





CHAPTER 12 MODIFICATION OR TERMINATION OF AGREEMENT





	12.1	 	During the term of this Agreement, should Party A make any business
provision, management measure, quality standard and/or client service
standard relating to the Mobile Value-added Services, such provision
and standard shall be deemed as a part of the covenants hereof with
which both Parties shall comply. In case of any conflicts between
such provision and/or standard and the provisions hereof, such
provision, measure and/or standard shall prevail, except for the
provisions with respect to defaults; provided, however, that except
for cases that both Parties consider, through consultation, to be
applicable to this Agreement or otherwise enter into a separate
agreement if necessary in relation to such conflicts.
	 
	12.2	 	In the event that either Party desires to alter or amend this
Agreement, such Party shall notify in writing the other Party thereof
with 15 days in advance. Parties shall alter or amend this Agreement
in writing through negotiation.
	 
	12.3	 	Except as expressly provided herein, during the performance this
Agreement, neither Party may, without the prior written consent of
the other Party, suspend or terminate the performance hereof or
unilaterally cancel this Agreement.
	 
	12.4	 	Any failure of one Party to operate or smoothly conduct the Mobile
Value-added Services hereunder shall, as a result of non-performance
of its duties or obligations hereunder or otherwise material breach
of provisions herein by the other Party, be deemed as the defaulting
Party’s unilateral termination of this Agreement, and the
non-defaulting Party shall have the right to lodge a claim to the
defaulting Party for economic losses suffered by it as a result
thereof and cancel this Agreement.




 


32









 






	12.5	 	Amendment or termination hereof as a result of Party B’s
qualification for cooperation: In the event that Party B has any of
the following behaviors, this Agreement shall be automatically
terminated:






	 	(1)	 	transfer, without Party A’s approval, such resources as service
number, trunk line, digital URL, etc that Party B has obtained from
Party A;
	 
	 	(2)	 	conduct business beyond its physical boundary and business scope as
provided in its qualification license;
	 
	 	(3)	 	provide, without qualification license granted by competent State
authorities, content and category of services requiring such
qualification license;
	 
	 	(4)	 	provide false copyright and/or qualification license;
	 
	 	(5)	 	engage in other unauthorized services or provide content in violation
of the requirements of relevant competent authorities or the agreement
between the Parties hereto.






	12.6	 	During the term of this Agreement, in case of occurrence of any event
involving corporate nature, qualification and civil capacity
resulting from the split, merger, dissolution, liquidation or
bankruptcy of Party B, Party B shall forthwith notify Party A
thereof, and shall comply with provisions hereunder concerning the
Grace Period for Withdrawal. If Party B no longer qualifies for or
has the capacity to provide, the Mobile Value-added Services
hereunder due to its dissolution, liquidation or bankruptcy, this
Agreement shall be terminated accordingly. and the successor company
(or other entity) of Party B’s Mobile Value-added Services hereunder
shall reapply to Party A for activation of such service and timely
modify Party B’s corporate code and other information in Party A’s
service system or the SP Service System.
	 
	12.7	 	If there is any change to Party B’s company name, Party B shall
timely register such change with relevant administrative authority
for industry and commerce and authority in charge of information
industry, and receive a valid entity qualification certificate and
business qualification certificate.
	 
	12.8	 	Where Party B fails to obtain this Agreement duly sealed by Party A
due to its own reason within one month after receipt of Party A’s
notice thereof, that is to say, the interval between the dates of
execution hereof by Party A and Party B is more than one (1) month,
this Agreement shall be deemed as null and void, and Party B’s
qualification for access shall be automatically cancelled, and
application for services shall simultaneously become void. Or where
Party B fails to serve, within one (1) month after its receipt hereof
duly signed by Party A, this Agreement duly signed by both Parties to
Party A due to its own reason, this Agreement shall be deemed as null
and void, and Party B’s qualification for access shall be
automatically cancelled, and application for services shall
simultaneously become void.




 


33









 





CHAPTER 13 CONFIDENTIALITY





	13.1	 	For the purpose of this Agreement, “Confidential Information” means
trade secret (including financial secret), technical secret, know-how
and/or other confidential information and materials that one Party
(“Receiving Party”) obtains or learns from the other Party
(“Disclosing Party”), or jointly developed by both parties through
the performance hereof, no matter whether such information or
materials is in any form or contained in any media, or the Disclosing
Party has indicated its confidentiality in oral, graphic or written
form at the time of such disclosure.
	 
	13.2	 	During the term of this Agreement and five years thereafter, neither
Party shall disclose, reveal or provide any Confidential Information
to any third party.
	 
	13.3	 	Each Party shall take proper measures to keep the Confidential
Information provided by the other Party strictly confidential, using
the same degree of care as it uses to protect its own Confidential
Information. Neither Party shall use the Confidential Information for
purposes or objectives other than that provided herein with respect
to the cooperation hereunder.
	 
	13.4	 	Each of the Parties warrants that it shall only disclose the
Confidential Information to its personnel in charge and employees
engaged in such services. Prior to its disclosure thereof, it shall
notify such personnel of the confidentiality of the Confidential
Information and their obligations hereunder, and shall demonstrate
such personnel are subject to confidentiality obligations hereunder
in a certifiable manner.
	 
	13.5	 	If necessary, the Receiving Party shall at the instruction of the
Disclosing Party return all documents or other materials containing
the Confidential Information to the Disclosing Party, or otherwise
destroy the same if so requested by the Disclosing Party.
	 
	13.6	 	The preceding provisions shall not apply to the following:






	 	A.	 	The Receiving Party has already legally owned the Confidential
Information on or prior to the execution of this Agreement;
	 
	 	B.	 	The Confidential Information is already known to the general public or
otherwise can be obtained from the public domain prior to disclosure
to the Receiving Party;




 


34









 






	 	C.	 	The Confidential Information has been obtained from a third party
which is not bound to confidentiality or non-disclosure obligation
hereunder;
	 
	 	D.	 	The Confidential Information has already became known to the general
public or otherwise can be obtained from the public domain other than
by breach of this Agreement;
	 
	 	E.	 	The Confidential Information is developed independently by the
Receiving Party or its affiliate or associate companies without any
benefit from the information obtained from the Disclosing Party or its
affiliate or associate companies;
	 
	 	F.	 	The Receiving Party discloses the Confidential Information in response
to a court order or as otherwise required by law or administrative
authorities (by way of oral enquiry, interrogation, request for
submission of material or document, subpoena, civil or criminal
investigations or other legal proceedings) provided, however, that the
Receiving Party shall promptly notify the Disclosing Party thereof and
provide necessary explanations.






	13.7	 	Both Parties shall keep the content of this Agreement in strict confidence.
	 
	13.8	 	Both Parties shall keep a good record of communications, notices or
any other document transmitted or exchanged by them for performance
of this Agreement, and shall not use the same for purposes other than
in relation to the cooperation hereunder. Neither Party shall do any
act of slander or defamation against the other Party, nor make any
public statement detrimental to the cooperation between the two
Parties.





CHAPTER 14 FORCE MAJEURE





	14.1	 	“Force Majeure” means all the events that can not be controlled nor
foreseen, or can be foreseen but can not be avoided by the Parties
hereto, which prevent any Party to perform part or all of this
Agreement. These events shall only include: natural disaster (such as
earthquake, landslide, collapse, flood, typhoon, abnormal weather,
etc.) and incidents (such as fire, explosion, accident, war,
terrorist event, large-scale epidemic, sabotage, hacking, network
failures or any other similar or dissimilar incidents).
	 
	14.2	 	In the event that any Party hereto affected by Force Majeure event is
unable to perform its obligations hereunder, such Party shall not be
held responsible for the other Party’s losses arising therefrom.




 


35









 






	14.3	 	The Party affected by Force Majeure event shall promptly inform the
other Party of occurrence of such event in writing, and shall, within
15 days thereafter, send a valid certificate issued by the relevant
authority evidencing the detail of such event and the reason for the
failure or delay to perform all or any part of this Agreement. Both
parties shall negotiate whether to continue to perform or terminate
this Agreement according to the degree of impact on the performance
hereof caused by such event.





CHAPTER 15 GOVERNING LAW AND DISPUTE RESOLUTION





	15.1	 	The execution, validity, performance and interpretation of this
Agreement shall be governed by the laws and regulations of the
People’s Republic of China.
	 
	15.2	 	Any disputes arising from or in connection with this Agreement shall
be settled through amicable consultations between the Parties in the
spirit of cooperation. If the dispute can not be settled through
consultations, such dispute shall be submitted to the people’s court
where Party A is domiciled for ruling.





CHAPTER 16 MISCELLANEOUS





	16.1	 	Transferability. Unless otherwise provided in Clause 6.9 hereof, any
or all rights and obligations hereunder shall not be transferred or
assigned.
	 
	16.2	 	This Agreement shall constitute a contractual relationship only
between the Parties hereto. Any provisions hereof shall not be
construed as: (a) establishing partnership or other relationship of
joint liability between the Parties hereto; (b) making any Party to
be an agent of the other Party (except with prior written approval
from the other Party); (c) authorizing any Party to incur expenses or
any other obligations to the other Party (except with prior written
approval from the other Party).
	 
	16.3	 	Any failure or delay in the exercise of certain right hereunder by
either Party shall not constitute a waiver of such right by such
Party; any complete or partial exercise of certain right by either
Party shall not preclude further exercise of such right by such Party
in the future.
	 
	16.4	 	The invalidity of any provision hereof shall not affect the validity
of the remaining provisions of this Agreement.
	 
	16.5	 	This Agreement shall become effective as of September 1, 2007, and
expire on June 30, 2008, unless terminated earlier according to the
terms hereof. If Parties have cooperated to develop the Mobile
Value-added Service or otherwise have signed similar agreements prior
to the term hereof, both Parties shall execute this Agreement as of
the date hereof; if Parties have not cooperated to develop the Mobile
Value-added Service or otherwise have not signed similar agreements
prior to the term hereof, this Agreement shall become effective as of
the date of signature or of affixing of seal by the authorized
representative of each Party.




 


36









 






	16.6	 	On the expiration hereof, Party A may examine Party B’s capacity and
qualification in performing this Agreement, and, to the extent that
Party A believes that Party B has the capability to perform this
Agreement and that Party B is qualified for the continued performance
hereof, this Agreement shall be automatically renewed, and each
renewed term hereof shall be one (1) year.
	 
	16.7	 	This Agreement and the Annexes attached hereto shall be in two
originals, each of Party A and Party B shall hold one thereof, and
such originals shall be of equal legal effect.






 


37









 







Party A: China United Telecommunications Corporation




Legal representative/Authorized representative:




Date of signature:




Party B: Beijing Hengjiweiye Electronic Commerce Co., Ltd.




Legal representative/Authorized representative:




Date of signature:





 


38









 







Annex I Definitions




Unless otherwise stated in this Agreement or required in the context, the following terms shall
have meanings as below:



1. “SP”




“SP”, is the abbreviation for “Service Provider”. For the purpose of this Agreement, “SP”
shall refer to the professional provider of telecom and information services. “SP” can be a network
operator or an integrator of business provided by other network providers and provides integrate
services to its customers.



In this Agreement, “SP” shall include all the professional entities willing to cooperate with
Party A, use Party A’s mobile telecom network and data service platform, and provide various Mobile
Value-added Services to Party A’s mobile telecom network Subscribers.



2. “Subscribers”, shall refer to such individuals, corporate persons or other entities that connect
with Party A’s mobile telecom network and Value-added Service Platform via mobile terminals or
other telecom terminals approved by Party A, and voluntarily receive the Mobile Value-added Service
provided by Party A and Party B.



3. “Mobile Value-added Services”, shall collectively mean the various information services and
applications, among other things, provided to Party A’s Subscribers jointly by both of the Parties
based on the mobile network of China Unicom and various Mobile Value-added Service Platforms. The
Mobile Value-added Services of China Unicom, with “UNI” as the single brand name, include seven
broad categories as follows, i.e. Uni-Info, Uni-Wap, Uni-Voice, Uni-Mail, Uni-Magic, Uni-Tone, and
Uni-Video, and the Service Categories will continue to be expanded as a result of innovations in
technology and business.




	 	(1)	 	Uni-Info: Information on demand and customization, location service
and e-commerce application, etc. via short message technology;
Uni-Wap: Information browse, download of pictures, music, Download
Fun, WAP PUSH, interactive application and e-commerce, etc. via
wireless application protocol (WAP);
	 
	 	(2)	 	Voice information service: Voice information service via IVR
technology, including music voice, chatting, information enquiry, and
interactive participation, etc.
	 
	 	(3)	 	Uni-Mail: Publication subscription and transmission on cell phone via
SMTP/IMAP4/POP3, and information on demand and customization via
multi-media messaging service (MMS) technology;
	 
	 	(4)	 	Uni-Magic: Closedown and online application of various general
information, entertainments via BREW/JAVA technology;
	 
	 	(5)	 	Uni-Tone: Customized ring back tone service (CRBT);
	 
	 	(6)	 	Uni-Video: High quality video and audio services via stream media technology.




 


39









 





4. “Mobile Telecom Network and Value-added Service Platform” For the purpose of this Agreement,
“Mobile Telecom Network” refers to the mobile telecom infrastructure facilities provided by Party
A. “Value-added Service Platform” refers to the service platform added based on the mobile telecom
network, which is specially designed for one or more specific Value-added Service, including but
not limited to Subscriber interface, SP/CP interface, business management and application billing
functions.



5. “Service Supporting Systems”, means Subscriber management and accreditation, billing,
settlement, and accounting systems required for the normal operation of services.



6. “Communication Channel”, means physical and logical connections within mobile communication
system for the communication between subscribers.



7. “Port”, means the interface for the communication connection between data service platform and
mobile telecom network, data service platform and application server provided by SP/CP, including
communication address and relevant specifications.



8. “Data Flow”, means the communication volume coming in and out of the data service platform.



9. “Testing”, means the testing on services provided by SP/CP, which may include network connection
test, interface conformity test, and function test, so as to ensure the service meets the
requirements for activation. The period necessary for Testing or believed necessary to finish
Testing by Party A is the Testing Period.



10. “Grace Period for Withdrawal”, means certain period that if the SP/CP services are required to
be terminated, the SP/CP shall make prior notice to Subscribers in appropriate manner within such
period prior to the termination thereof, and shall continue its services to Subscribers according
to Subscriber agreement to minimize the Subscribers’ losses arising from such termination.



11. “Equipment Junction Point”, means the location of linkage between two physical or logical
equipments.



12. “Maintenance Interface”, as the whole service system is composed of different parts, and the
responsibility of maintenance also belongs to different parties, the maintenance interface is to
set up the location for different parties to take responsibility for maintenance.



13. “System Maintenance”, means the daily maintenance and trouble shooting for the normal operation
of system.



14. “Gateway”, means the equipment that provides the function of protocol transition and system
interconnection.



15. “Customize”, means the Subscribers acknowledge their acceptance of content services, and
voluntarily ask for such services.



16. “MO”, means the short message sent from the cell phone of the subscriber to the short message
Gateway of Party B. The expense arising from MO shall be the MO Communication Fee, which shall be
collected by Party A from the subscriber.



 


40









 





17. “MT”, means the short message sent from the Part B’s access number for short message to the
cell phone of subscriber. MT includes the short messages under the service category of PUSH.



18. “Asymmetric Communication Fee”, mean the fee arising from the short message of asymmetric part
(i.e. number of MT — number of MO). Asymmetric Communication Fee shall be collected by Party A
from Party B.



19. “7×24 hours”, means 24 hours a day and 7 days a week, regardless of public holidays.



20. “Communication Fee”, means such fee arising from the use of Party A’s network resources by
Subscribers or the SP/CP; Communication Fee shall be collected by Party A from subscribers or the
SP/CP.



21. “Information Service Fee”, means such fee arising from the use of SP/CP’s content information
or application services other than communication fee. Information Service Fee shall be divided in
certain portions between Party A and Party B. Before the distribution in certain percentage between
Party A and Party B, the fee, calculated by Party A’s settlement system, to be collected from
Subscribers is, the “Aggregate Amount of Information Service Fee”. The fee paid to Party B after
Party A deducts certain percentage and expenses from the Aggregate Amount of information Service
Fee is the “Settlement Information Service Fee”.



22. “Billing Cycle”, means the statistic cycle for Party A’s billing system on Party B’s
Information Service Fee, which shall be one (1) complete calendar month, from 0:00:00 on the first
day of each calendar month until 24:00:00 on the last day of that month.



23. “Corporate Code”, refers to “China Unicom Mobile Data Service SP/CP Corporate Code”, which is
the sole corporate identification to identify Party B in Party A’s system.



24. “SP Service System”, means the online office system established and maintained by Party A for
integration, agreement execution, account reconciliation, information disclosure and feed back, and
other daily work.



25. “Ranking”, means the ranking conducted by Party A according to one or more targets including
income of Information Service Fee or business volume of all SP/CP that are beyond the Business
Support Period with respect to a certain mobile value-added service. If there is any decimal after
the total number of SP/CP multiplied by percentage, the round number shall remain, and the decimal
number shall be omitted. With respect to any SP/CP for which the income of Information Service Fee
is unable to be determined due to account reconciliation, its ranking shall be determined according
to Party A’s statistics prior to the reconciliation.



26. “Business Support Period”, means the period in which there are certain preferential policies
that Party A extends to Party B in terms of ranking and withdrawal on certain service for a period
of three complete Billing Cycle after Party B obtains the all network accession qualification, and
has passed testing of such service, the purpose of which is to provide Party
B with time to accept training for the business cooperation between Party A. This time of period
shall be called the Business Support Period. Party A and Party B shall decide whether to apply the
Business Support Period according to the characteristics of the mobile value-added service, and
specify in detail in the Exhibits the rights and obligations of both parties during the Business
Support Period.


 


41









 





27. “Service Screening”, means except for Uni-Voice and Uni-Info, Party A cancels the display of
Party B’s service to Subscribers, but remains the customization and billing therefor. Service
Screening for Uni-Voice means temporary shutdown of the service access number; Service Screening
for Uni-Info means while maintaining the customization of Subscribers, the billing rate shall be
set at zero.



28. “Service Closedown”, means Party A’s termination of cooperation on Party B’s service section by
canceling the customization of Subscribers and terminating the billing for such services.



29. “Withdrawal”, means Party A’s termination of cooperation with Party B on certain service, and
Party A will not accept Party B’s application for cooperation on such service in certain period of
time.



30. “Service Category”, means service classification according to the similarity of techniques as
provided by the administrative specifications of Party A, such as “Uni-Info Service Category”.



31. “Credit Rating System”, means evaluation of creditworthiness of SP based on subscriber
complaints, SP’s default, SP’s breach of rules and cooperation, etc., for the purpose of defining
the credit rating of SP through quantified scoring, and applying different policies of cooperation
to SP at different credit ratings.



32. “Resource Use Charge”, means resource use charge in a certain amount payable from Party B to
Party A for Party A’s access numbers and/or E1 port resources occupied by Party B and management
costs thereof.



33. “Number of Complaints Compensated”, means the number of complaints resulting in actual
compensation due to Party B’s reasons.



34. “Establishment and Maintenance of the SP Service System”, means providing the software and
hardware infrastructure to provide the value-added services as set forth under this Agreement, and
shall also provide daily maintenance and system failure restoration work in order to maintain daily
operation.



35. “Marketing and Promotion”, means the marketing, and promotion activities and implementation of
the value-added services.



36. “Client Service”, means providing necessary customer services including without limitation
service enquiry, complaints, and other relevant customer services to ensure the normal and
reasonable use of value-added services by customers.




 


42









 







Annex II List of Acts in Breach




	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	1

	 	Provide free of charge services in violation of the relevant rules and regulations
	 	Class
	 
	 	 	 	 
	1

	 	In case Party B promotes services by providing free trial service to Subscribers,
Party B fails to notify Subscriber explicitly of the period or conditions for
free trial before Subscribers begin free trail.
	 	A
	 
	 	 	 	 
	2

	 	In free services: connect the Subscribers to the webpage with charge by using
technical methods; or make changes to the normal link of the services in
violation of the logics of services through technical methods, with less than 50
complaints from Subscribers
	 	A
	 
	 	 	 	 
	3

	 	In free services: connect the Subscribers to the webpage with charge by using
technical methods; or make changes to the normal link of the services in
violation of the logics of services through technical methods, with more than 50
complaints from Subscribers
	 	B
	 
	 	 	 	 
	4

	 	In case Party B promote the service by providing free trail service for
Subscribers, upon the end of free trial period and prior to the beginning of fee
collection, Party B fails to explicitly notify the Subscribers of the billing
rate
	 	Major A
	 
	 	 	 	 
	5

	 	In case Party B promote the service by providing free trail service for
Subscribers, upon the end of free trial period and prior to the beginning of fee
collection, Party B begins Customization without receipt of confirmation of
Customization from the Subscriber
	 	Major B
	 
	 	 	 	 
	2

	 	Significantly Adjust Business Content Without Approval
	 	Class
	 
	 	 	 	 
	6

	 	After the service is available online, significantly adjust the contents of
service without authorization, for example, adjust news content to travel content
services
	 	A
	 
	 	 	 	 
	7

	 	After the service is available online, significantly adjust the contents of
service without authorization into content or content of service links containing
vulgar information
	 	Major B
	 
	 	 	 	 
	8

	 	After the service is available online, significantly adjust the contents of
service without authorization into content or content of service links containing
illegal, in violate with the state security, such as superstitious, gambling,
drugs, illegal activities, firearms, illegal medications, improper, falungong,
and other relevant contents.
	 	Material Breach A
	 
	 	 	 	 






 


43









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	3

	 	Conduct services without approval
	 	Class
	 
	 	 	 	 
	9

	 	Without approval by Party A, conduct services and officially provide the services
online.
	 	Major A
	 
	 	 	 	 
	4

	 	Provide services without approval
	 	Class
	 
	 	 	 	 
	10

	 	Provide the contents without the authorization of the rights holder, which
violates the State regulations concerning intellectual property rights
	 	Major A
	 
	 	 	 	 
	11

	 	Provide the contents without the authorization of the rights holder, which
violates the State regulations concerning intellectual property rights, and
result into economic losses to Party A or the rights holder
	 	A
	 
	 	 	 	 
	5

	 	Arbitrarily Collect Fees on behalf of Party A
	 	Class
	 
	 	 	 	 
	12

	 	Provide fee collection service in respect of illegal services or contents of
Internet websites in violation of relevant regulations of the State
	 	A
	 
	 	 	 	 
	13

	 	Provide fee collection service in respect of illegal services or contents of
Internet websites containing vulgar information and in violation of relevant
regulations of the State
	 	Major A
	 
	 	 	 	 
	14

	 	Provide fee collection service in respect of illegal services or contents of
Internet websites containing illegal and anti-social security information and in
violation of relevant regulations of the State
	 	Material Breach A
	 
	 	 	 	 
	6

	 	Significantly Adjust Scope and Content of Group Messaging approved by Party A
	 	Class
	 
	 	 	 	 
	15

	 	Significantly adjust the scope and content of group messaging services as
approved by Party A.
	 	A
	 
	 	 	 	 
	16

	 	Significantly adjust the scope and content of group messaging as approved by
Party A, and contain misleading, fraud, and other false information.
	 	B
	 
	 	 	 	 
	17

	 	Significantly adjust the contents of service without authorization into content
or content of service links containing illegal information that is in violate
with the state security rules and regulations, including superstitious, gambling,
drugs, illegal activities, firearms, illegal medications, improper, falungong,
and other relevant contents.
	 	Major A






 


44









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	7

	 	Group Message with Approval from Party A
	 	Class
	 
	 	 	 	 
	18

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber, with less than 200 complaints from Subscribers
	 	A
	 
	 	 	 	 
	19

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber containing vulgar information, with less than 200 complaints
from Subscribers
	 	B
	 
	 	 	 	 
	20

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber, with more than 200 to 500 complaints from Subscribers
	 	Major A
	 
	 	 	 	 
	21

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber containing vulgar information, with more than 200 to 500
complaints from Subscribers
	 	Major B
	 
	 	 	 	 
	22

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber containing vulgar information, with more than 500 complaints
from Subscribers
	 	Material Breach A
	 
	 	 	 	 
	23

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber that is in violate with the state security rules and
regulations, including superstitious, gambling, drugs, illegal activities,
firearms, illegal medications, improper, falungong, and other relevant contents
to Subscribers.
	 	Material Breach A
	 
	 	 	 	 
	24

	 	Without the consent from Party A, send PUSH message, group short message, group
mail to Subscriber or alter the scope or contents of PUSH containing illegal
information that is in violate with the state security rules and regulations with
more than 500 complaints from Subscribers
	 	Material Breach B
	 
	 	 	 	 
	8

	 	Misled Subscribers into Customization or fee-based services
	 	Class
	 
	 	 	 	 
	25

	 	Whilst providing services to Subscribers, mislead Subscribers into Customization
without knowledge or willingness, or there is any fraud including enticing
Subscribers into the fee-based service without knowledge or willingness, with
less than 20 complaints from Subscribers
	 	A
	 
	 	 	 	 
	26

	 	Whilst providing services to Subscribers, mislead Subscribers into Customization
without knowledge or willingness, or there is any fraud including enticing
Subscribers into the fee-based service without knowledge or willingness, with
more than 20 complaints from Subscribers
	 	B






 


45









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	27

	 	Mislead Subscribers into Customization without knowledge or willingness, or there
is any fraud including enticing Subscribers into the fee-based service without
knowledge or willingness, which result into charges to Subscribers, and with less
than 20 complaints from Subscribers, or less than 200 reported cases of such
misleading from Subscribers.
	 	Major A
	 
	 	 	 	 
	28

	 	Mislead Subscribers into Customization without knowledge or willingness, or there
is any fraud including enticing Subscribers into the fee-based service without
knowledge or willingness, which result into charges to Subscribers, and with more
than 20 complaints from Subscribers, or more than 200 reported cases from
Subscribers.
	 	Major B
	 
	 	 	 	 
	29

	 	Maliciously mislead Subscribers into Customization without knowledge or
willingness, or there is any fraud including enticing Subscribers into the
fee-based service without knowledge or willingness, which result into charges to
Subscribers, and causes significant negative social impact or negative influence
to Party A.
	 	Material Breach B
	 
	 	 	 	 
	9

	 	Force Subscribers into Customization or fee-based services
	 	Class
	 
	 	 	 	 
	30

	 	Force the Subscriber into Customization, or make Customization without
authorization, but party B retain evidence that the problem was caused by a third
party or not solely due to the reasons of party B.
	 	A
	 
	 	 	 	 
	31

	 	By using technical means, cheat or force the Subscriber into Customization, or
make Customization without authorization, or maliciously excessive or incorrect
fees from Subscribers, with less than 20 complaints from Subscribers, or less
than 200 reported cases from Subscribers.
	 	B
	 
	 	 	 	 
	32

	 	By using technical means, cheat or force the Subscriber into Customization, or
make Customization without authorization or maliciously excessive or incorrect
fees from Subscribers, with 20 to 200 complaints from Subscribers, or 200 to
2,000 reported cases from Subscribers.
	 	Major B
	 
	 	 	 	 
	33

	 	By using technical means, cheat or force the Subscriber into Customization, or
make Customization without authorization, or maliciously excessive or incorrect
fees from Subscribers, with more than 200 complaints from Subscribers, or more
than 2,000 reported cases from Subscribers.
	 	Material Breach A
	 
	 	 	 	 
	34

	 	By using technical means, cheat or force the Subscriber into Customization, or
make Customization without authorization, or maliciously excessive or incorrect
fees from Subscribers, and causes significant negative social impact or negative
influence to Party A.
	 	Material Breach B






 


46









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	10

	 	Deduct the fees from the Subscriber or effect Customization without opened

account or an unused phone number
	 	Class
	 
	 	 	 	 
	35

	 	Deduct the fees from the Subscriber without opened account or an unused phone
number, or by technical means simulate the Subscribers without opened account or
an unused phone number in order to effect Customization, and subscribers numbers
which are deducted fees from are less than 1,000
	 	Major B
	 
	 	 	 	 
	36

	 	Deduct the fees from the Subscriber without opened account or an unused phone
number, or by technical means simulate the Subscribers without opened account or
an unused phone number in order to effect Customization, and subscribers numbers
which are deducted fees from are more than 1,000
	 	Material Breach B
	 
	 	 	 	 
	11

	 	Conduct Embedded Services Without Approval
	 	Class
	 
	 	 	 	 
	37

	 	Without the consent from Party A, conduct services embedded in mobile terminals
together with the producers of such mobile terminals
	 	Major B
	 
	 	 	 	 
	12

	 	Use Party A’s Materials without Approval
	 	Class
	 
	 	 	 	 
	38

	 	Without the consent from Party A, use the name, logo and other related materials
of Party A in violation of this Agreement
	 	A
	 
	 	 	 	 
	39

	 	Without the consent from Party A, use the name, logo and other related materials
of Party A in violation of this Agreement, and causes negative impact or economic
losses to Party A
	 	Major A
	 
	 	 	 	 
	13

	 	Fail to explicitly notify the Subscriber Regarding Relevant Information
	 	Class
	 
	 	 	 	 
	40

	 	Fail to explicitly notify the Subscriber of any of the following items after the
Subscriber is connected: the name of Party B, the name of the service, billing
rate, client service number, and etc.
	 	A
	 
	 	 	 	 
	14

	 	Malfunction of Services
	 	Class
	 
	 	 	 	 
	41

	 	Due to service design or system problems on the part of Party B, services cannot
be provided to the Subscribers or the customization is cancelled
	 	A
	 
	 	 	 	 
	42

	 	Due to service design or system problems on the part of Party B, Subscribers
cannot cancel services provided through normal procedures.
	 	Major A
	 
	 	 	 	 
	15

	 	Collect Fees without Providing Services
	 	Class
	 
	 	 	 	 
	43

	 	Collect fees from the Subscriber without providing any service
	 	A






 


47









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	16

	 	Malfunction of Network
	 	Class
	 
	 	 	 	 
	44

	 	Due to problems of security mechanism, a third party causes significant
malfunction of party A’s service platforms or networks through party B’s system,
affecting services in a part of or the entire network
	 	Major B
	 
	 	 	 	 
	17

	 	Unfair Competition
	 	Class
	 
	 	 	 	 
	45

	 	Conduct unfair competition in the marketing process, disrupt market order
	 	Major A
	 
	 	 	 	 
	46

	 	Conduct unfair competition in the marketing process, disrupt market order, and
the normal business activities of Party A, and causes economic losses to Party A
	 	Material Breach A
	 
	 	 	 	 
	18

	 	Litigation or Unresolved Matters
	 	Class
	 
	 	 	 	 
	47

	 	Litigations, arbitration or other legal actions arising from the services
provided by or involving Party B, and Party D did not immediately handle,
unreasonably resolve, or reject to cooperate with Party A.
	 	A
	 
	 	 	 	 
	48

	 	Litigations, arbitration or other legal actions arising from the services
provided by or involving Party B, and Party D did not immediately handle,
unreasonably resolve, or reject to cooperate with Party A, and causes negative
impact or economic losses to Party A
	 	Major A
	 
	 	 	 	 
	19

	 	Fail to Offer Client Support Services or Fail to Provide Sufficient Client
Services
	 	Class
	 
	 	 	 	 
	49

	 	Information as to 24-hour client service telephone number, etc. is inconsistent
with that in Party A’s SP Service System, or the client service number cannot be
connected or there is no response for a long time
	 	A
	 
	 	 	 	 
	50

	 	Fail to offer client support service in line with this Agreement and service
management procedures, evade or fail to respond to client service complaints of
Party A in the promised time limit
	 	B
	 
	 	 	 	 
	20

	 	In Violation of the rules and regulations under the China Unicom Mobile
Value-added Service Cooperation Management Measures
	 	Class
	 
	 	 	 	 
	51

	 	Due to Party B’s reason, the Percentage of Compensation for Complaints rank in
the top 5 across the country are more than or equal to “3 complaints compensated
/RMB10,000 of Information Service Fee proceeds”
	 	Warning






 


48









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	52

	 	Due to Party B’s reason, the Percentage of Compensation for Complaints are more
than or equal to “10 complaints compensated /RMB10,000 of Information Service Fee
proceeds”, and more than 10 provinces are involved in the Percentage of
Compensation for Complaints
	 	Warning
	 
	 	 	 	 
	53

	 	Party B is suspected to be engage in group messaging information containing
misleading information or providing other IVR services in violation with the
relevant rules and regulations of Party A, and there arise significant complaints
from Subscribers, with more than or equal to 200 cases of Complaints from such
act per province per month
	 	Warning
	 
	 	 	 	 
	54

	 	Party B fails to complete the confirming procedure under a given time limit, in
accordance with the relevant authority requirement during Subscriber Complaint
check by the relevant authority
	 	Warning
	 
	 	 	 	 
	55

	 	Party B decline to cooperate to resolve Subscriber Complaints
	 	Warning
	 
	 	 	 	 
	56

	 	Due to Party B’s reason, Party A has been criticized publicly, significant
negative impact or complaint from Subscribers
	 	Warning
	 
	 	 	 	 
	57

	 	Client complaints resulting from SPs problem, which have been made before the
Ministry of Information Industry and filed for investigation, leading to major
media’s adverse report of Party A or its business, and post-investigation,
confirm that is due to Party B’s reason
	 	Warning
	 
	 	 	 	 
	58

	 	Due to Party B’s reason, Party A is being investigated by relevant governmental
authorities, Ministry of Information Industry, and quality inspection
authorities.
	 	Warning
	 
	 	 	 	 
	59

	 	Due to Party B’s reason, the Percentage of Compensation for Complaints are more
than or equal to “20 complaints compensated /RMB100,000 of Information Service
Fee proceeds”, and more than 20 provinces are involved
	 	Termination of Fee
Settlements
	 
	 	 	 	 
	60

	 	Engage in group messaging containing information misleading Subscribers to use
such services or other IVR services in violation with the business standard of
Party A, and causes complaints from Subscribers, and more than or equal to 350
complaints from Subscribers per province.
	 	Termination of Fee
Settlements
	 
	 	 	 	 
	61

	 	Due to Party B’s reason, there are complaints filed by the Ministry of
Information Industry for investigation and SP have been deemed to be responsible
for such complaints
	 	Termination of Fee
Settlements
	 
	 	 	 	 
	62

	 	There are complaints filed by the relevant governmental authorities, Ministry of
Information Industry, quality inspection authorities for investigation and SP
have been deemed to be responsible for such complaints
	 	Termination of Fee
Settlements






 


49









 





	 	 	 	 	 
	Item	 	Acts in Breach	 	 
	 
	 	 	 	 
	63

	 	Due to Party B’s reason, Party A has been criticized publicly for three times in
the aggregate within one year
	 	Termination of Fee
Settlements
	 
	 	 	 	 
	64

	 	Due to Party B’s reason, Party B has been terminated fee settlement for two times
in the aggregate of one year, or has been terminated fee settlement and have not
regain fee settlement within six (6) months
	 	Major B
	 
	 	 	 	 
	65

	 	Due to Party B’s reason, there are two complaints filed by the Ministry of
Information Industry for investigation within one year and SP have been deemed to
be responsible for such complaints
	 	Major B
	 
	 	 	 	 
	66

	 	Due to Party B’s reason, there arise significant complaints or adverse report on
Party A or Party A’s business by the media at or above the provincial level
	 	Major B
	 
	 	 	 	 
	67

	 	Due to Party B’s reason, there arise warning and above penalty on Party A or
Party A’s business by the Ministry of Information Industry, state
telecommunication authorities, and etc at or above the provincial level
	 	Major B
	 
	 	 	 	 
	68

	 	Engage in any other activities in violation with the relevant rules and
regulations of the State or in violate with the benefit of the Subscribers
	 	Major B
	 
	 	 	 	 
	21

	 	Miscellaneous
	 	Class
	 
	 	 	 	 
	69

	 	Engage in any other activities with prejudice to the interests of Party A and/or
Subscribers, or provide contents of service with prejudice to the interests of
Party A and/or Subscribers
	 	A to Major B






Notes:




	 	1.	 	Unless otherwise specified in the Text hereof, Annexes or this List,
acts listed in the column of “Acts in Breach” cover all breaches that
might arise while carrying out Mobile Value-added Services; provided
that, some acts in breach are not applicable to all kinds of Mobile
Value-added Services due to special reasons in terms of technologies
or business characters.




 


50









 






	 	2.	 	“Classes” are divided into Class A, B, Major A, Major B, Material
Breach A, Material Breach B, Warning, and Termination of Fee
Settlement, which correspond to the three methods for handling
breaches set forth in the main body of the Agreement. Such three
classes are basically divided on the basis of severity and (possible)
losses/adverse affects to Party A or subscribers. If no specific class
but only a wider grade (such as A-Major B) has been identified for a
kind of acts in breach, then Party A may select a suitable handling
method under an applicable class based on the nature and affects of
such act in breach, and the losses it has caused to Party A and/or
Subscribers, and the effects arising therefrom upon Party A and/or
Subscribers.






	 	3.	 	Apart from this List, Party A may also apply business standards and
management procedures developed itself in accordance with Text of this
Agreement. If such business standards and management procedures
conflict with this Schedule, this List shall prevail.






 


51









 







Annex III Credit Rating




In accordance with the provisions of Chapter 7 of this Agreement and other provisions in
relation to credit rating and credit scoring, this Annex sets out the criteria and points for score
increase and reduction in connection with credit rating.



Criteria for score increase:




	 	(1)	 	The score shall be calculated on a quarterly basis. In the event of no
reduction of credit rating score, i.e. no acts in breach of contract
or rules, satisfactory ratio of Subscribers complaints, cooperation in
accordance with the relevant policies of China Unicom, etc. , and the
average information fee revenue is no less than RMB 600, 000 per
quarter, 3 points will be added to the score
	 
	 	(2)	 	The full score is 100 points, and no more points shall be added to a
full score. Any reduction in score shall be conducted from 100 points
in case of circumstances for which score reduction shall apply.
	 
	 	(3)	 	For any new SP involved in cooperation, there shall be no increase but
only reduction in its score within the three full Billing Cycles
commencing from the activation of services and billing for the first
time. Upon the end of such three full Billing Cycles, score increase
will be conducted for any SP satisfying the conditions to score
increase.





Criteria for score reduction: reduction in score shall be conducted according to the table below.



	 	 	 	 	 	 	 	 	 	 	 
	Factors in Credit	 	 	 	Points to	 	 	 	 
	Rating	 	Details	 	be Reduced	 	Unit	 	Extra Points
	Default

	 	Class A/B

Class Major A/B
	 	 	1

2	 	 	Per each time
	 	The score shall be
calculated on a
quarterly basis. In
the event of no
reduction of credit
rating score, i.e.
no acts in breach
of contract or
rules, satisfactory
ratio of
Subscribers
complaints,
cooperation in
accordance with the
relevant policies
of China Unicom,
etc. , and the
average information
fee revenue is no
less than RMB 600,
000 per quarter, 3
points will be
added to the score
	 

	 	Class Material
Breach A/B
	 	 	3	 	 	 	 
	Breach of rules

	 	Service Screening
due to complaints
from Subscribers,
without breaching
any rules
	 	 	1	 	 	Per each time/service

category/

month	 
	Client complaints

	 	Receive warning due
to complaints from
Subscribers,
	 	 	1.5	 	 	Per each time
	 
	 

	 	
Termination of fee
settlement due to
complaints from
Subscribers
	 	 	
2	 	 	
Per each time	 
	Cooperation

	 	Failure to make
payment the
expenses payable to
Party A as required
	 	 	2	 	 	Per each item of
payment	 
	 

	 	Failure to
punctually submit
the materials and
settlement
statements for
confirmation
	 	 	1	 	 	Per each time	 
	 

	 	Provide fraudulent

materials
	 	 	2	 	 	Per each time	 
	 

	 	Failure to promptly
update SP Service
System
	 	 	1	 	 	Per each time	 
	 

	 	Response in a bad
manner to the
solution for
default, provision
of fraudulent
statements, failure
to cooperate with
evidence collection
in respect of
events of default
	 	 	2	 	 	Per each time	 
	 

	 	failure to attend
the meetings at the
agreed time
	 	 	1	 	 	Per each time	 
	Miscellaneous

	 	Breach of business
standards and
cooperation
management
measures,
complaints, and
other uncooperative
manner
	 	 	1-3	 	 	Per each time	 







 


52









 







Annex IV Schedule of Profit Distribution Percentages




	 	 	 	 	 
	Service Category	 	Profit Distribution Percentage
	 	 	 	 	(Party A/Party B)
	 
	 	 	 	 
	Uni-Info

	 	 	 	20 : 80
	CDMA IX services

	 	Uni-Wap	 	 
	 
	 	 	 	 
	 

	 	Uni- Magic
	 	15 : 85
	 

	 	Uni-Mail	 	 
	 
	 	 	 	 
	GPRS (WAP, MMS, JAVA)
	 	 	 	 
	 
	 	 	 	 
	Mobile Stock Market

	 	 	 	40 : 60






Notes:




	 	1.	 	The Communication Fee and basic function fee under each Service
Category shall be the property of Party A, for which no distribution
shall apply.
	 
	 	2.	 	The Information Service Fee received for BREW service under the
Service Category of Uni-Magic may serve as the basis for settlement
after deduction of 10% developer application fee payable to Brew
Company.
	 
	 	3.	 	Asymmetric Communication Fee shall be charged for the Service Category
of Uni-Info at (MT — MO ) * RMB0.05/message.
	 
	 	4.	 	Formulas for settlement:






	 	(1)	 	Uni-Info :Settled expenses of Party B = Total amount of Information
Service Fee × ( 1 — 8% allowance for bad account ) × 80% profit -
Asymmetric Communication Fee
	 
	 	(2)	 	Uni-Wap :Settled expenses of Party B = Total amount of Information
Service Fee × 85% as the profit distribution percentage of Party B -
WAP PUSH Communication Fee
	 
	 	(3)	 	Unija under the Service Category of Uni-Magic : Settled expenses of
Party B = Total amount of Information Service Fee × 85% as the profit
distribution percentage of Party B
	 
	 	(4)	 	BREW under the Service Category of Uni-Magic : Settled expenses of
Party B = ( Total amount of Information Service Fee × 85% as the
profit distribution percentage of Party B) — Developer application fee
Developer application fee = the rate of developer application fee(
>=5)× 10% as the profit distribution percentage of developer +
RMB0.5 (in case the rate of developer application fee is less than
RMB5)




 


53









 






	 	(5)	 	Uni-Mail : Settled expenses of Party B = Total amount of Information
Service Fee × 85% as the profit distribution percentage of Party B
	 
	 	(6)	 	GPRS (WAP, MMS, JAVA) :Settled expenses of Party B =Total amount of
Information Service Fee × 85% as the profit distribution percentage of
Party B
	 
	 	(7)	 	Mobile Stock Market :Settled expenses of Party B =Total amount of
Information Service Fee × 60% as the profit distribution percentage of
Party B






	 	5.	 	In the above formulas, the amount equal to “Total amount of
Information Service Fee × ( 1 — 8% allowance for bad account )” shall
be the basis for settlement, subject to deductions of advance
compensation in connection with Subscribers complaints under Clause
10.2.2 and other expenses as agreed upon by the Parties hereto.






 


54