Exhibit 4.71
 Translation of Mobile Value-added Service (WAP 1. 2) Cooperation Agreement
 Mobile Value-added Service (WAP 1. 2) Cooperation Agreement
China Telecommunications Corporation
 Master Contract No.: GF08200
 China Telecommunications Corporation
 Beijing Hengjiweiye Electronic Commerce Co., Ltd.




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CONTENTS
 PREAMBLE
    
    
    3CHAPTER 1 RECITALS
    
    
    3CHAPTER 2 DEFINITIONS
    
    
    4CHAPTER 3 WAYS OF COOPERATION
    
    
    5CHAPTER 4 RIGHTS AND OBLIGATIONS OF PARTIES
    
    
    5CHAPTER 5 MANAGEMENT MECHANISM
    
    
    9CHAPTER 6 WORK INTERFACE AND MAINTENANCE COOPERATIVE SERVICES
    
    
    12CHAPTER 7 CREDIT RATING SYSTEM
    
    
    14CHAPTER 8 COMPLAINT AND BREACH RESOLUTION
    
    
    16CHAPTER 9 CUSTOMER SERVICE
    
    
    21CHAPTER 10 BILLING, SETTLEMENT AND COLLECTION
    
    
    24CHAPTER 11 INTELLECTUAL PROPERTIES
    
    
    27CHAPTER 12 MODIFICATION OR TERMINATION OF AGREEMENT
    
    
    28CHAPTER 13 CONFIDENTIALITY
    
    
    29CHAPTER 14 FORCE MAJEURE
    
    
    31CHAPTER 15 GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    31CHAPTER 16 MISCELLANEOUS
    
    
    32SIGNATURE PAGEANNEX I DEFINITIONS
    
    
    34ANNEX II LIST OF ACTS IN BREACH
    
    
    38ANNEX III CREDIT RATING
    
    
    46ANNEX IV SCHEDULE OF PROFIT DISTRIBUTION PERCENTAGES
    
    
    48
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PREAMBLE
 1.
    
    This Cooperation Agreement (hereinafter referred to as this
Agreement) is entered into as of 1 October, 2008 in Beijing by and
between the following Parties (individually referred to as a Party
and collectively the Parties):
 Party A PRC
 Party B
 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.
    
    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
 
 1.1
    
    Party A is a telecommunication operator approved by the competent
authorities of Industry and Information Technology (previously known
as, the 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:
 a.
    
    Business License for Incorporated Enterprise No. 110108001695261;b.
    
    Operation License for Cross-region Telecom VAS No. B2-20040210;
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c.
    
    Operation and Maintenance License for VAS ;d.
    
    Customer Service License for VAS ; ande.
    
    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; andf.
    
    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.
  CHAPTER 2 DEFINITIONS
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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 platforms, and Party
B shall provide various Mobile VAS services to Party As mobile
telecom network subscribers.3.2
    
    The Mobile Value-added Services in this Agreement shall be WAP-related VAS services.3.3
    
    Party A and Party B shall collect connection service and information
service fee from customers by providing the above Mobile VAS services
to customers. Detailed fee collection method, distribution percentage,
fee calculation, fee settlement, collection of information service
fee, and other relevant content shall be conducted in accordance with
Chapter 10 hereof.3.4
    
    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.3.5
    
    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 also
connection services to Party B, and Party A will be responsible for
billing and fee collection on behalf of Party B.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.
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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 customer 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
 Rights and Obligations of Party B
 4.8
    
    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 customer service.4.9
    
    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,
customer service standards, and etc. which Party A may issue or amend
from time to time.
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4.10
    
    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 and Anti Business Corruption 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.4.11
    
    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, customer service
information and shall ensure the authenticity and prompt updating of
the foregoing information.4.12
    
    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.4.13
    
    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.4.14
    
    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.4.15
    
    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.
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4.16
    
    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.4.17
    
    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.4.18
    
    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. 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 and 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.4.19
    
    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.4.20
    
    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.4.21
    
    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.4.22
    
    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.
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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 MIIT.5.1.2
    
    Party B has favorable capabilities in terms of scale of company,
content, technical resources, marketing channel, operational
experience and etc.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 Telecom 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 customer 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.
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5.2.1
    
    Party A shall assess Party B. The assessment shall be applied
according to the business development, customer 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 customer 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:
 1.
    
    In connection with Uni-Info, withdrawal mechanism shall be
applied to SP on a monthly or quarterly ranking;2.
    
    Assessment criteria for the operation and maintenance of business
shall based on the China Telecom 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
    
    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.5.2.4
    
    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.
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1.
    
    In connection to the transfer of SMS, and IVR 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.5.5
    
    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.5.6
    
    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, customer service, and any other costs and expenses with
respect thereto, for the support and assistance of Party A to the
transferor or transferee.5.7
    
    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; or2.
    
    content resources is of monopoly or rare nature, and is hard to
modify or obtain within a short period; or3.
    
    Special, patented, created services or application which has own
intellectual property rights
 5.8
    
    Party A shall confirm the above new services hereof through quarterly assessment.5.9
    
    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.5.10
    
    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.5.11
    
    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.
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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:
 
  6.2
    
    Party As Maintenance Responsibilities6.2.1
    
    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.
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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.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 Responsibilities6.3.1
    
    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.
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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.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.
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7.2
    
    A scoring system for measuring the credit rating shall be adopted as follows:
 Credit Rating
    
    Credit Score
    
    Responses
    
    Policies of Incentives and RestrictionsExcellent
    
    90£credit score£100
    
    Development support

    
    Include without limitation:1.   Eligible to apply for Green Pathway for services2.    Party A shall support the development of Party B by providing relevant subscriber data3.    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/AFair
    
    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.
  (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.
    
    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.
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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 A shall established complaint warning system, and based on
customer complaint situation, issue monthly complaint warning notice
to Party B through SP service system, in order to prevent violation or
any act of violation from happening.8.5
    
    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.
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8.6
    
    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.8.6.1
    
    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:
 
    
    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.
 8.6.2
    
    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.8.6.3
    
    The Screening method is as follows:
 Service Category
    
    Screening MethodWAP
    
    Screen Service (service subscriber will receive service; non-service subscribers unable to receive service)SMS
    
    On-Demand
    
    Subscriber unable to use service if service code fails to pass assessmentMonthly Subscription
    
    While maintaining the customization of Subscribers, the billing rate shall be set at zero.IVR
    
    Suspend Service Code (service subscriber unable to use service)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)JAVA
    
    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)Mail
    
    Screen Service (service subscriber will receive service; non-service subscribers unable to receive service)
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8.7
    
    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 services including, SMS and Voice message, 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 services
including, SMS and Voice message, 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.
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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 services including, SMS and Voice message, 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 services including, SMS and Voice message, 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.
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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.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).
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8.9
    
    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.8.10
    
    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.8.11
    
    In that Party Bs operation of one or more Value-added Services has
substantially or significantly breached the standards for service
quality and customer 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.8.12
    
    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 CUSTOMER SERVICE
 9.1
    
    The customer 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 customer
service standards then in effect, including without limitation,
Telecommunications Regulations, Standard of China Unicom Customer
service Brand, China Telecom-10000 Service Measures, China Telecom
Messaging Service Quality, Supervision and Management
Measures, and
etc.9.2
    
    The SP Service Supervision telephone number of Party A within the
state and various provinces is 10000.
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9.3
    
    Party B shall provide developed and effective customer service
system, which include without limitation:
 (1)
    
    Customer service hotline: 7×24 hours customer service hotline with
numbers starting with 800, 400, 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.(3)
    
    Service Function: Customer Service Call Center shall support Customer
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
    
    Both Parties shall implement responsibility confirmation method in
relation to customer complaints issue, Party A shall notify Party B
through order transfer method or other relevant method and shall
responds to customers complaint within a restricted time period.
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9.8
    
    Party B shall not require Subscribers to contact directly with Party A
on the excuse that 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.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 customer 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.9.13
    
    In the event that this Agreement is terminated due to any reasons
caused by Party B, and result in suspension in providing services to
customers, Party B shall bear all liabilities or losses occurred due
to this termination.
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CHAPTER 10 BILLING, SETTLEMENT AND COLLECTION
 10.1
    
    Billing10.1.1
    
    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
    
    Settlement10.2.1
    
    Party A shall be entitled to various Communication Fees arising
from the use of Party As Communication Network by Subscribers or
Party B.10.2.2
    
    Proceeds of the Information Service Fee shall be distributed
between Party A and Party B in certain percentage after deduction
of 8% for bad accounts, advance compensation in connection with the
complaints from Subscribers and other expenses acknowledged by the
parties.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 ten (10) days
prior to the second 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 second
month, and the reconciling period shall not exceed one (1) month. 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.(4)
    
    Party B shall submit the reconciliation and invoice affixed with its
seal as required by Party A prior to the 25th day of the second month.
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(5)
    
    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.(6)
    
    If Party B fails to submit the reconciliation to Party A within one
(1) year, commencing from the 15th day of the second 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.(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.
 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.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.
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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 9.2.8 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 Collection10.3.1
    
    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.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 Chinaand
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.
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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.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.
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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 customer
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.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;
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(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 five (5) days 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 five (5) days,
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.
 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.
  29




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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;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.
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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.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.
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15.3
    
    The final ruling of arbitration shall be final and shall have equal
legal effect on both Parties. The arbitration fee shall be liable to
whichever Party who lost the trail.15.4
    
    During the process of arbitration, both Parties shall continue to
execute and perform the rest of the terms, which are not involved in
the arbitration, stated in this Agreement.
 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 October 1, 2008, and
expire on September 30, 2009, 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.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 three
originals, Party A holds two copies and Party B shall hold one copy,
and such originals shall be of equal legal effect. This Agreement
shall become effective as of the date of signature or of affixing of
seal by the authorized representative of each Party.
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Party A: China Telecommunications Corporation
 Legal representative/Authorized representative:
 Date of signature:
 Party B: Beijing Hengjiweiye Electronic Commerce Co., Ltd.
 Legal representative/Authorized representative:
 Date of signature:
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Annex I Definitions
  SP
 SP Service Provider" SP SP
  
 Subscribers
 Mobile Value-added Services
 (1)
    
    SMS: Information on demand and customization, location service and
e-commerce application, etc. via short message technology;(2)
    
    WAP: Information browse, download of pictures, music, Download Fun,
WAP PUSH, interactive application and e-commerce, etc. via wireless
application protocol (WAP);(3)
    
    Voice information service: Voice information service via IVR
technology, including music voice, chatting, information enquiry, and
interactive participation, etc.;(4)
    
    MMS/ 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;(5)
    
    BREW/JAVA: offline and online application of various general
information, entertainments via BREW/JAVA technology;(5)
    
    CRBT: Customized ring back tone service (CRBT);(6)
    
    Video: High quality video and audio services via stream media technology.
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Mobile Telecom Network and Value-added Service Platform  
 Service Supporting Systems
 Communication Channel
 Port
 Data Flow
 Testing
 Grace Period for Withdrawal
 Equipment Junction Point
 Maintenance Interface
 System Maintenance
 Gateway
 Customize
 MO
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Asymmetric Communication Fee
 7×24 hours
 Communication Fee
 Information Service Fee Aggregate Amount of Information Service Fee Settlement Information Service Fee
  Billing Cycle 
 Corporate Code China Telecom Mobile Data Service SP/CP Corporate Code
 SP Service System
 Ranking
 Business Support Period
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Service Screening
 Service Closedown
 Withdrawal
 Service Category SMS Service Category
 Credit Rating System
 Resource Use Charge
 Number of Complaints Compensated 
 Establishment and Maintenance of the SP Service System
 Marketing and Promotion
 Customer service
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Annex II List of Acts in Breach
 Item
    
    Acts in Breach1
    
    Provide free of charge services in violation of the relevant rules and regulations
    
    Class1
    
    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.
    
    A2
    
    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
    
    A3
    
    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
    
    B4
    
    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 A5
    
    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 B2
    
    Significantly Adjust Business Content Without Approval
    
    Class6
    
    After the service is available online, significantly adjust the contents of service without authorization, for example, adjust news content to travel content services
    
    A7
    
    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 B8
    
    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
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Item
    
    Acts in Breach3
    
    Conduct services without approval
    
    Class9
    
    Without approval by Party A, conduct services and officially provide the services online.
    
    Major A4
    
    Provide services without approval
    
    Class10
    
    Provide the contents without the authorization of the rights holder, which violates the State regulations concerning intellectual property rights
    
    Major A11
    
    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
    
    Major B5
    
    Arbitrarily Collect Fees on behalf of Party A
    
    Class12
    
    Provide fee collection service in respect of illegal services or contents of Internet websites in violation of relevant regulations of the State
    
    A13
    
    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 A14
    
    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 A6
    
    Significantly Adjust Scope and Content of Group Messaging approved by Party A
    
    Class15
    
    Significantly adjust the scope and content of group messaging services as approved by Party A.
    
    A16
    
    Significantly adjust the scope and content of group messaging as approved by Party A, and contain misleading, fraud, and other false information.
    
    B17
    
    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
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Item
    
    Acts in Breach7
    
    Group Message with Approval from Party A
    
    Class18
    
    Without the consent from Party A, send PUSH message, group short message, group mail to Subscriber, with less than 200 complaints from Subscribers
    
    A19
    
    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
    
    B20
    
    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 A21
    
    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 B22
    
    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 A23
    
    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 A24
    
    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 B8
    
    Misled Subscribers into Customization or fee-based services
    
    Class25
    
    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
    
    A26
    
    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
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Item
    
    Acts in Breach27
    
    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 A28
    
    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 B29
    
    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 B9
    
    Force Subscribers into Customization or fee-based services
    
    Class30
    
    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.
    
    A31
    
    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.
    
    B32
    
    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 B33
    
    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 A34
    
    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
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Item
    
    Acts in Breach10
    
    Deduct the fees from the Subscriber or effect Customization without opened account or an unused phone number
    
    Class35
    
    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 B36
    
    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 B11
    
    Conduct Embedded Services Without Approval
    
    Class37
    
    Without the consent from Party A, conduct services embedded in mobile terminals together with the producers of such mobile terminals
    
    Major B12
    
    Use Party As Materials without Approval
    
    Class38
    
    Without the consent from Party A, use the name, logo and other related materials of Party A in violation of this Agreement
    
    A39
    
    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 A13
    
    Fail to explicitly notify the Subscriber Regarding Relevant Information
    
    Class40
    
    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, customer service number, and etc.
    
    A14
    
    Malfunction of Services
    
    Class41
    
    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
    
    A42
    
    Due to service design or system problems on the part of Party B, Subscribers cannot cancel services provided through normal procedures.
    
    Major A15
    
    Collect Fees without Providing Services
    
    Class43
    
    Collect fees from the Subscriber without providing any service
    
    A
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Item
    
    Acts in Breach16
    
    Malfunction of Network
    
    Class44
    
    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 B17
    
    Unfair Competition
    
    Class45
    
    Conduct unfair competition in the marketing process, disrupt market order
    
    Major A46
    
    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 A18
    
    Litigation or Unresolved Matters
    
    Class47
    
    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.
    
    A48
    
    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 A19
    
    Fail to Offer Client Support Services or Fail to Provide Sufficient Customer services
    
    Class49
    
    Information as to 24-hour customer service telephone number, etc. is inconsistent with that in Party As SP Service System, or the customer service number cannot be connected or there is no response for a long time
    
    A50
    
    Fail to offer client support service in line with this Agreement and service management procedures, evade or fail to respond to customer service complaints of Party A in the promised time limit
    
    B20
    
    In Violation of the rules and regulations under theChina Telecom Mobile Value-added Service Cooperation Management Measures
    
    Class51
    
    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
  43




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Item
    
    Acts in Breach52
    
    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
    
    Warning53
    
    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
    
    Warning54
    
    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
    
    Warning55
    
    Party B decline to cooperate to resolve Subscriber Complaints
    
    Warning56
    
    Due to Party Bs reason, Party A has been criticized publicly, significant negative impact or complaint from Subscribers
    
    Warning57
    
    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
    
    Warning58
    
    Due to Party Bs reason, Party A is being investigated by relevant governmental authorities, Ministry of Information Industry, and quality inspection authorities.
    
    Warning59
    
    Due to Party Bs reason, the Percentage of Compensation for Complaints are more than or equal to 20 complaints compensated, and more than 20 provinces are involved
    
    Termination of Fee Settlements60
    
    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 Settlements61
    
    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 Settlements62
    
    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
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Item
    
    Acts in Breach63
    
    Due to Party Bs reason, Party A has been criticized publicly for three times in the aggregate within one year
    
    Termination of Fee Settlements64
    
    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 B65
    
    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 B66
    
    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 B67
    
    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 B68
    
    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 B21
    
    Miscellaneous
    
    Class69
    
    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
  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.
 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.
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##### 



Annex III Credit Rating
   (1)
    
    The score shall be calculated on a 6-month 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. , 5 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.
  Points toFactors in Credit
    
    
    
    be
    
    
    
    ExtraRating
    
    Details
    
    Reduced
    
    Unit
    
    PointsDefault
    
    Class A/BClass Major A/BClass Material Breach A/B
    
    
    123
    
    
    Per each time
    
    The score shall be calculated on a quarterly basis. In the event of no reduction of credit rating score, 3 points will be added, for average information fee revenue is no less than RMB 300, 000 per quarter, no points will be addedBreach of rules
    
    Service Screening due to complaints from Subscribers, without breaching any rules
    
    
    1
    
    
    Per each time/ service category/ monthClient complaints
    
    Receive warning due to complaints from Subscribers,
    
    
    1.5
    
    
    Per each timeReceive warning due to complaints from national IVR partners, 
due to complaints from Subscribers
    
    
    1
1.5
    
    
    Per each time
Per each time
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##### 



Points toFactors in Credit
    
    
    
    be
    
    
    
    ExtraRating
    
    Details
    
    Reduced
    
    Unit
    
    PointsCooperation
    
    Failure to make payment the expenses payable to Party A as required
    
    
    2
    
    
    Per each item of paymentFailure to punctually submit the materials and settlement statements for confirmation
    
    
    1
    
    
    Per each timeProvide fraudulent materials
    
    
    2
    
    
    Per each timeFailure to promptly update SP Service System
    
    
    1
    
    
    Per each timeResponse 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
failure to attend the meetings at the agreed time
    
    
    2
1
    
    
    Per each time
Per each timeMiscellaneous
    
    Breach of business standards and cooperation management measures, complaints, and other uncooperative manner
    
    
    1-3
    
    
    Per each time
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##### 



Annex IV Schedule of Profit Distribution Percentages
 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.
    
    Asymmetric Communication Fee shall be charged for the Service Category
of WAP PUSH at (MT  MO ) * RMB0.05/message.3.
    
    Formulas for settlement:
 allowance for bad account
 $.
    
    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.
  48