Exhibit 4.113


 


Agreement No. KD22-0101-2014-000285


 


Unicom Wireless
Data Service SP Cooperation Agreement


 


of


 


China Unicom
Broadband Online Co., Ltd.


 


Party A: China
Unicom Broadband Online Co., Ltd.


 


Party B: Beijing
AirInbox Information Technologies Co., Ltd.


 


Date: April
1, 2014


 




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Agreement No. KD22-0101-2014-000285


 


Table of Contents


 


	Recitals	3
	Chapter 1 Whereas	3
	Chapter 2 Basic Definitions	3
	Chapter 3 Business Mode	4
	Chapter 4 Rights and Obligations of
    the Two Parties	4
	Chapter 5 Management Mechanism	8
	Chapter 6 Work Interface and Maintenance	11
	Chapter 7 Complaints and Breach Punishments	13
	Chapter 8 Customer Services	21
	Chapter 9 Charging, Settlement and
    Fee Collection	24
	Chapter 10 Intellectual Property	28
	Chapter 11 Modification and Termination
    of Agreement	29
	Chapter 12 Confidentiality	30
	Chapter 13 Force Majeure	31
	Chapter 14 Governing Law and Dispute
    Resolution	32
	Chapter 15 Miscellaneous	32


 


Appendix 1 Definitions


Appendix 2 List of Breaching Acts and Breach
Punishment


Appendix 3 Allocation Ratio List


 




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Agreement No. KD22-0101-2014-000285


 


Recitals


 


		1.	This Agreement is made and entered
                                         into by the following two parties in Beijing on [April 1, 2014]:



China Unicom Broadband Online Co.,
Ltd. (hereinafter referred to as "Party A") is a company organized and existing under the laws of the People's Republic
of China, having its address at [No. 133A, North Street, Xidan, Xicheng District, Beijing] and with [He Huajie] as its legal representative;


Beijing AirInbox Information
Technologies Co., Ltd. (hereinafter referred to as "Party B") is a business entity organized and existing under
the laws of the People's Republic of China, having its address at [F33, Tengda Plaza, No. 168, Xizhimenwai Ave, Haidian District,
Beijing] and with [Wang Tingting] as its legal representative.


		2.	Applicable scope: For the sake of convenience,
                                         this Agreement consists of its main body ("Main Body") and appendixes ("Appendix(es)"),
                                         which constitute an integral part of this Agreement.



		3.	The Main Body, Appendixes and their
                                         supplement and amendment shall be provided by Party A, which will take effect in accordance
                                         with the conditions and procedures as agreed in this Agreement based on consultations
                                         and consents by Party A and Party B.



		4.	If Party A and Party B conduct any
                                         other value-added services in the future other than those under this Agreement (hereinafter
                                         referred to as "New Value-Added Services"), Party A and Party B shall conduct
                                         friendly consultations or otherwise sign an agreement with regard to the New Value-added
                                         Services, or include the same under this Agreement for the implementation in accordance
                                         with the requirements herein.



		5.	Party A's cooperation management measures,
                                         detailed rules for implementation, regulations, rules, standards and related documents
                                         as referred to in this Agreement shall be subject to the information issued or updated
                                         via Party A's Partner Relationship Management Platform ("PRM"). The foregoing
                                         documents include but without limitation to the Measures of China Unicom for the Administration
                                         of Cooperation on Value-Added Products, the Detailed Rules for Implementation
                                         of China Unicom for the Administration of Cooperation on Whole Network Value-Added Products,
                                         the Measures of China Unicom for the Administration of Punishing Breaches Regarding
                                         Cooperation on Value-Added Services (For Trial Implementation), the Customer Service
                                         Standards of China Unicom, the Service Management Rules of China Unicom, and
                                         the Measures of China Unicom for the Administration and Supervision of the Service
                                         Quality of Information Service Business. 



		6.	With a view to satisfying the requirements
                                         for China Unicom to transform its development towards mobile internet and strengthening
                                         the administration of related value-added services of China Unicom, China Unicom Broadband
                                         Online Co., Ltd. (hereinafter referred to as Party A or "Broadband Company"),
                                         as a wholly-owned subsidiary of China Unicom and under the authorization of China Unicom,
                                         is responsible for such work in respect of the business under this Agreement as the refinement
                                         of the policies, recruitment, business examination, contract drafting and execution,
                                         launching of business, charging and settlement, dial testing, breaches handling, categorized
                                         management, assessment and exit, and customer services, etc., and Party B agrees to such
                                         arrangement.



 




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Agreement No. KD22-0101-2014-000285


 


Party B acknowledges that it
has fully and completely read and understood the foregoing content and all the terms and conditions of this Agreement. 


 


Chapter 1 Whereas


 


		1.1	Party A is a wholly-owned subsidiary
                                         of China Unicom (hereinafter referred to as China Unicom) and it operates mobile video,
                                         mobile games, mobile newspaper, mobile email, WO opening service, WO portal, mobile/internet
                                         advertisement and SIM value-added service etc. Party A owns an adequate right to execute
                                         and perform this Agreement.



		1.2	Party B is a service provider (SP)
                                         providing telecommunication value-added services according to law, has the qualifications
                                         for conducting the business under this Agreement, and has, by legal means, obtained the
                                         following qualification certification documents:



		a.	Business License for Enterprises
                                         as Legal Persons with the number of 110108003734369;



		b.	Cross-Region Telecom Value-Added
                                         Service Operation License with the number of B2-20090197; and



		c.	Any other qualification certification
                                         which may certify that Party B has the qualifications and ability to carry out value-added
                                         services and any other certification documents and/or testing pass certificates satisfying
                                         related qualification conditions and access conditions, which are recognized by Party
                                         A.



		1.3	Party B wishes to provide value-added
                                         services through Party A's and China Unicom’s communication network and various
                                         value-added service platforms and has the full rights to execute and perform this Agreement.



		1.4	Party B's legal representative shall,
                                         in the capacity as Party B's representative, effectively executes such documents provided
                                         by Party A as the Information Safety Guarantee Liability Statement, the Anti-Commercial
                                         Bribery Guarantee Liability Statement, the Liability Statement for the Safety
                                         of Value-Added Services Channel Promotion of China Unicom, or any other documents
                                         with any other name but with similar content, and is willing to undertake the liabilities
                                         in respect of the safety of related information in accordance with related laws and regulations.



 


Now therefore, the two parties, on
the basis of the principle of equality and mutual benefit, the integration of complementary advantages and the focus on effectiveness
and targeting at the development and enrichment of sound value-added services and the realization of win-win, execute this Agreement.
Any of the parties hereto shall abide by the principle of good faith for exercising rights and performing obligations.


 


Chapter 2 Basic Definitions


 


Unless separately defined in the provisions
of this Agreement or otherwise interpreted by Party A and Party B in writing, the definitions of all the terms used in this Agreement
shall be subject to those made in Appendix 1. Any other terms not specifically defined in this Agreement shall be interpreted
in accordance with the laws and regulations, the rules of the related government departments and competent departments of the
PRC. In the case of the absence of interpretation in the foregoing documents, such terms shall be interpreted with reference to
industry practices.


 




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Agreement No. KD22-0101-2014-000285


 


Chapter 3 Business Mode


 


		3.1	The telecom value-added services under
                                         this Agreement collectively refer to various telecom value-added services and application
                                         services provided to users through Party A's and China Unicom’s communication network
                                         (mobile network, fixed network, and data network) and various value-added service platforms
                                         and based on the cooperation with Party B on the organization of content, service system
                                         introduction, marketing promotion, etc.



		3.2	The foregoing telecom value-added services
                                         are categorized by product maturity and product platform, and the categories include
                                         Unicom wireless data service.



		3.3	If the foregoing telecom value-added
                                         services are categorized by coverage, Party B shall provide the value-added services
                                         within the scope of whole network or local network on the basis of the scope specified
                                         in the Telecom Value-Added Service Operation License and Party A's regulations
                                         with regard to various value-added services.



		3.4	Party A/China Unicom may charge related
                                         users communication fees for its provision of communication network and various value-added
                                         service platforms, and Party B may charge related users information service fees for
                                         its provision of telecom value-added services, which will be calculated and collected
                                         by Party A on behalf of Party B and under the authorization of Party B.



		3.5	Party A/China Unicom will charge Party
                                         B some fees for its provision of such services to Party B as communication network resources,
                                         platform resources, user resources, access services and fee calculation and collection
                                         services. The fees will be collected by allocating related information service fees as
                                         mutually agreed by Party A and Party B, and the specific collection method, allocation
                                         ratio, fee calculation, settlement and fee collection charge and other content will be
                                         specified in Chapter 9 herein.



		3.6	Unless otherwise agreed by the two parties,
                                         Party B will recognize Party A's change to telecom value-added services and business
                                         mode based on business development requirements and assist Party A in completing such
                                         change.



		3.7	If the State issues related policies,
                                         systems or administrative orders, Party A and Party B shall implement such policies,
                                         systems or administrative orders.



 


Chapter 4 Rights and Obligations of the
Two Parties


 


Party A's rights and obligations


		4.1	Party A shall, based on compensation,
                                         provide Party B with network resources, value-added service platform resources, user
                                         resources, content information access services, and fee calculation and collection services.
                                         The fee calculation results shall be subject to the data of Party A.



		4.2	Party A has the right to formulate or
                                         amend such documents as telecom value-added services rules, cooperation administration
                                         measures and detailed rules for the administration of cooperation, product quality standards
                                         and customer service standards and notify Party B of the same by appropriate means for
                                         Party B to abide by and implement. Party A will assess the services provided by Party
                                         B in accordance with the foregoing administration measures.



 




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		4.3	Party A has the right to examine Party
                                         B's qualification certificates such as operation license, credit certification, and business
                                         license for value-added service information services and value-added telecom services
                                         as well as the legal source of the information and content provided by Party B and Party
                                         B's bank account information, and Party B has the right to examine the qualification
                                         certificates required for the normal operation of any specific value-added service.



		4.4	Party A has the right to assess various
                                         telecom value-added services applied for by Party B and apply the principle of "survival
                                         of the fittest" to the services based on the assessment results, Party B's business
                                         development, credit evaluation and breach. Party A will grant award to Party B for innovative
                                         services and supervise Party B's customer service quality.



		4.5	Party A and China Unicom have the ownership
                                         of their user resources and the right to know the users' use of the services provided
                                         by Party B. Party A has the right to require Party B to provide Party A with the personal
                                         data of users accepting Party B's telecom value-added services, business data, use record,
                                         statistics and other related information.



		4.6	Party A shall provide value-added services
                                         authentication center (VAC) and Party A's VAC shall be interconnected with Party B's
                                         content service systems, and the user data and business data in the VAC will be the basis
                                         for the confirmation of users' use of Party B's services.



		4.7	Party A and China Unicom shall provide
                                         "cooperation partner relationship management" software, whereby the notice,
                                         announcement, service administration measures and related policies relating to cooperation
                                         will be issued to Party B, and the information in respect of the examination of the qualifications,
                                         business, contract, settlement, complaint handling relating to Party B will be generated
                                         and issued. Party A shall be responsible for the management and information update of
                                         the cooperation partner relationship management system (PRM) and guarantee the normal
                                         operation of the system.



		4.8	All the information generated and issued
                                         by the PRM of Party A and China Unicom, unless otherwise specified, shall constitute
                                         the evidence of the communication between Party A and Party B. Moreover, the information
                                         will take effect as soon as it has reached the access point of Party B's service system.
                                         Party A and China Unicom may provide appropriate backup and consultation functions in
                                         the PRM, nevertheless Party A is not liable for the complete preservation and re-provision
                                         of such information.



		4.9	Prior to cooperation, Party A and China
                                         Unicom has the right to require Party B to apply for a provisional login ID in Party
                                         A's PRM and a user name and password will be allocated to Party B for its official logging
                                         into such system after the approval by Party A of the ID.



		4.10	Party A and China
                                         Unicom will allocate to Party B an enterprise code as Party B's identity in Party A's
                                         and China Unicom’s fee calculation and settlement system, value-added service platform
                                         system, customer service system. Party A shall guarantee the stability of the enterprise
                                         code obtained by Party B and acknowledge that in Party A's and China Unicom’s systems
                                         such code has the same meaning with that of the name of Party B as a legal entity.



		4.11	Party A has the rights
                                         to examine and test the services applied for by Party B and confirm the same in the PRM
                                         if such services pass the examination and assessment. The time of official launch of
                                         such services shall be subject to the time when Party A officially launches such services
                                         and starts to calculate fees.



 




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		4.12	Party A has the right to require Party
                                         B to provide assistance in timely handling and settling any litigation, arbitration and
                                         other dispute arising from the value-added services provided by Party B.



		4.13	Party A has the rights to automatically
                                         deduct from any amounts currently payable to Party B all the costs due to such disputes
                                         as any litigation and arbitration relating to Party A and/or China Unicom and any branch
                                         of China Unicom (including but not limited to Party A and/or China Unicom and any branches
                                         of China Unicom as the defendant, third party or respondent) arising from Party B's business,
                                         and such costs include but without limitation to the legal costs, notarial costs, authentication
                                         costs, lawyer's fees, travel expenses, administrative penalty and all the expenses or
                                         expenditures determined or arranged in any effective judgment, ruling, reconciliation
                                         agreement, settlement agreement or any other arrangement with legally binding force incurred
                                         to Party A and/or any branch of China Unicom. If the amount currently payable to Party
                                         B is insufficient for the deduction, Party A has the right to recover the balance and
                                         Party B shall pay Party A such balance within the time limit specified by Party A.



		4.14	Party A and Party B may jointly carry
                                         out market promotion and publicity. If Party B's publicity and advertisement content
                                         involve Party A's and China Unicom’s company name and other brand marks, Party
                                         B must apply to Party A in writing for prior consent and pass Party A's examination.



 


Party B's rights and obligations 


		4.15	Party B shall provide Party A with
                                         true, reliable value-added telecom service operation license, credit certification, business
                                         license, information source and bank account, and the qualification materials required
                                         for the normal operation of individual value-added services, and shall ensure that the
                                         fees for the information service it provided satisfy the related requirements of competent
                                         national price administration department.



		4.16	Party B shall be responsible for the
                                         content development, platform construction maintenance (excluding the platforms provided
                                         by Party A), market promotion and customer services.



		4.17	Party B shall abide by the service
                                         rules, cooperation administration measures, the detailed rules for the implementation
                                         of cooperation administration formulated or amended by Party A and the requirements of
                                         any other service quality standards, operation maintenance specifications, customer service
                                         standards and other related documents which have been formulated or amended.



		4.18	Party B shall abide by the policies,
                                         regulations, and decrees in respect of telecom and internet issued by the State, and
                                         Party B shall guarantee that the information content it provided will not contravene
                                         the laws, policies, or regulations in respect of information industry issued by the State
                                         and the content of the Information Safety Guarantee Liability Statement, the Anti-Commercial
                                         Bribery Guarantee Liability Statement, the Liability Statement for the Safety
                                         of Value-Added Services Channel Promotion of China Unicom, which have been executed
                                         by Party B. Party B shall filter the information content provided by users (including
                                         the information content edited or uploaded by users through Party B's website), to deny
                                         any unwholesome, obscene and illegal information. If Party B violates the foregoing requirements,
                                         it shall be deemed to be a material breach.



 




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		4.19	Party B shall use the user name and
                                         password in the PRM to log in the system and use the same to realize such functions as
                                         applying for value-added services, company information maintenance, and information exchange
                                         for value-added services. Party B shall, based on actual situation, register and update
                                         its name, designated banks, account, contact person and customer service information
                                         and properly keep the contract information, settlement information and complaint and
                                         breaches punishment information generated by the PRM.



		4.20	Party B shall be solely responsible
                                         for the proper preservation of the user name and password for logging in the PRM, and
                                         Party B shall not allow any third party to use such user name and password. If such user
                                         name and password is known by any other person due to any reason other than that on the
                                         part of Party A which results in the loss incurred to Party A, Party B or any third party
                                         such as any user, Party B shall solely take all the responsibilities; if Party A sustains
                                         any loss or expense due to the foregoing reason, Party A has the right to deduct corresponding
                                         amount from the amount currently payable to Party B. If such amount is insufficient to
                                         cover the loss or expense, Party A has the right to recover the balance from Party B,
                                         which shall pay the same to Party A within the time limit specified by Party A.



		4.21	At the time of applying for any new
                                         services or updating existing services, Party B shall apply to Party A in writing or
                                         submit effective applications via Party A's PRM and provide all the certification documents
                                         for its qualifications to provide such services.



		4.22	With regard to the value-added services
                                         provided by Party B, necessary technical testing shall be conducted prior to the official
                                         launch of such services. Within one month as of the date for the commencement of the
                                         testing period, any failure to pass the testing required by Party A due to any reason
                                         other than that on the part of Party A, the related application shall be cancelled. If
                                         Party B decides to continue to provide related services, it shall re-apply to Party A
                                         with regard to such services.



		4.23	Party B shall provide Party A with
                                         the network access and authority for telecom value-added services inquiry and service
                                         unsubscribing and provide Party A with the data and reports in respect of user development,
                                         user categorization, users' consumption habits, business prospects projection upon the
                                         request of Party A. In addition, Party B shall timely provide Party A with the user data
                                         for the management of related services, to ensure the real-time update of Party A's user
                                         data bank.



		4.24	During the period of cooperation, Party
                                         B shall set up an independent database for the users affiliated to Party A to separate
                                         the user database from those of any third party. Moreover, Party B neither may use various
                                         telecom value-added services of Party A, by any means or at any service level, to interconnect
                                         with any third party, nor use various service types to interconnect Party A's value-added
                                         services with any third party in any disguised form.



		4.25	Party B shall be responsible for the
                                         information content and the safety and compliance of services it provides to users and
                                         shall ensure that the services it provides will be free of any potential for damaging
                                         Party A's communication network, the value-added service platform or any third party's
                                         interests. Party B shall undertake all the loss incurred to Party A or any third party
                                         due to its violation of the foregoing requirements. Moreover, Party B shall, by appropriate
                                         means, declare in public its responsibilities and eliminate adverse impact.



 




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		4.26	Party B shall not use any means, including
                                         but not limited to coercion, inveigling, deception and cajolery, to procure users to
                                         subscribe any services and charge related fees, or thereby cause users to undertake unnecessary
                                         extra burden.



		4.27	At the time Party B provides users
                                         with value-added services, Party B shall not commit any act as listed in the "List
                                         of Breaching Acts and Breach Handling" or commit any act damaging the interests
                                         of Party A or any user.



		4.28	All the taxes and fees with regard
                                         to the execution or performance of this Agreement levied by competent tax departments
                                         of China in accordance with the requirements of the laws and regulations of the PRC shall
                                         be borne and paid by Party B.



		4.29	If Party B settles related information
                                         service fee with Party A in accordance with this Agreement, it must provide Party A a
                                         true value-added tax invoice pursuant to related laws and regulations of the state. If
                                         Party B fails to provide such value-added tax invoice or any value-added tax invoice
                                         it provided fails to satisfy this Agreement, Party A has the right to make a payment
                                         which equals to the total amount of tax-excluding price plus deductible input tax to
                                         Party A and Party B shall undertake all the losses thereby incurred.



		4.30	Party B shall submit the invoice to
                                         Party A in accordance with this Agreement within 10 days after the issuance of the value-added
                                         tax invoice. If Party A fails to complete the verification of the invoice due to Party
                                         B’s untimely delivery of the invoice within the specified period, Party B shall
                                         be responsible for changing such value-added tax invoice, and undertake all the losses
                                         thereby incurred to Party A.



 


Chapter 5 Management Mechanism


 


		5.1	Party A will determine the access for
                                         the telecom value-added services provided by Party B by assessment. The basic conditions
                                         for access shall be as follows:



		5.1.1	Party B shall have the qualifications
                                         for the provision of value-added services, including the business license for enterprises
                                         as legal persons and cross-region telecom value-added service operation license, and
                                         its qualifications shall satisfy the related requirements of the Measures for the
                                         Administration of Telecom Service Operation License, etc.



		5.1.2	Party B has relatively strong strength
                                         in terms of company scale, content or technology resources, promotional channels and
                                         operation experience.



		5.1.3	Party B shall have telecom level operation
                                         and maintenance ability and satisfy the Requirements on the Operation and Maintenance
                                         of Value-Added Service Providers of China Unicom in such aspects as the conditions
                                         of machine room, maintenance organization, safety management, daily maintenance and administration,
                                         access method, and key indicators, including but not limited to:



		(1)	Operation and maintenance management:
                                         the conditions of machine room, maintenance organization and post setup, safety management,
                                         default and system data change management, daily maintenance and management shall satisfy
                                         related requirements;



		(2)	Access method: private line, VPN
                                         access;



 




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		(3)	KPI: the ratio of successful connection
                                         between Unicom wireless data service gateway and SP, wap service response time, ratio
                                         of successful access to wap service page, and equipment 7*24 hour operation reliability
                                         shall satisfy related requirements.



		5.1.4	Party B has perfect, standardized
                                         customer service system, which shall specifically satisfy the requirements in respect
                                         of customer services as set forth in Chapter 9 of this Agreement.



		5.2	Party A has the right to carry out assessment
                                         and exit management respectively for Party B's qualifications and the telecom value-added
                                         services provided by Party B.



		5.2.1	Party A has the right to conduct assessment
                                         and management for Party B's qualifications and the qualification assessment shall be
                                         carried out on the basis of such indictors as business development, customer service
                                         quality, operation and maintenance quality, credit assessment rating. The specific requirements
                                         shall satisfy the Measures of China Unicom for the Administration of Cooperation on
                                         Value-Added Products and those of its detailed rules for implementation. If Party
                                         B fails to satisfy the agreed standards, Party A has the right to terminate its cooperation
                                         with Party B.



		5.2.2	Party A has the right to assess Party
                                         B's cooperation qualifications. If Party B fails to pass the assessment, Party A has
                                         the right to require Party B to withdraw from the cooperation. In the case, Party A,
                                         in principle, will not accept Party B's application for the qualifications for cooperation
                                         within a year.



		5.2.3	Party A has the right to assess any
                                         individual service provided by Party B on a quarterly basis or annual basis. The assessment
                                         shall be carried out on the basis of such indicators as business income, number of users,
                                         business maintenance quality. Party A has the right to decide to withdraw any service
                                         which fails to satisfy agreed standards from cooperation. As to any individual services
                                         withdrawn from cooperation, Party A, in principle, will not accept any new application
                                         for such service within a year. For any individual service newly included in the cooperation,
                                         the first three months (three full months for charging fees after the launch of the service)
                                         shall be support period, during which the service will not participate in the exit assessment.
                                         As to innovative services, the support period shall be six months.



		5.3	Without the prior written consent of
                                         Party A, Party B shall not transfer to any third party the services it provides. Any
                                         transfer in violation of the requirements of this Agreement will be deemed to be Party
                                         B's breach, and Party B shall undertake corresponding liabilities for the breach.



		5.4	If Party B proposes to transfer in general
                                         its rights and obligations under this Agreement to any third party which has business
                                         license and related value-added telecom service operation license or other qualifications,
                                         Party B shall, after settling all the amount payable to Party A and to the extent that
                                         there is not any unsettled breach punishment event, Party B may apply to Party A for
                                         the transfer formalities and Party A has the right to decide whether to agree to such
                                         transfer application.



		5.5	Party B shall ensure that the third
                                         party as the transferee has the qualifications and ability which are equivalent to or
                                         above those of Party B for carrying out the value-added services under this Agreement
                                         and such third party shall satisfy the requirements in respect of service transfer as
                                         set forth in Party A's business standards and administrative measures. After the completion
                                         of related change, all the rights and obligations agreed under this Agreement will be
                                         undertaken by the new subject. Party B agrees that it will take joint and several liabilities
                                         with regard to the transferee's ability to perform this Agreement and any loss incurred
                                         to Party A or users due to the transferee's violation of this Agreement or related regulations
                                         and rules.



 




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		5.6	The transferee or transferor of the
                                         service transfer shall pay to Party A the costs incurred to Party A as a result of Party
                                         A's assistance in and cooperation on the service transfer or change (hereinafter collectively
                                         referred to as "transfer service fees"), including the costs relating to adjustment
                                         or testing of communication line, data change and customer services. Party A shall be
                                         notified in writing of the specific party, the transferor or the transferee, which will
                                         pay the costs and Party A will provide cooperation on dealing with the formalities after
                                         the receipt of the transfer service fees.



		5.7	The service fee standards for whole
                                         network services shall be as follows:



(1)     As
to the transfer of Unicom wireless data service, Party A will charge Party B the service fee with the amount of 100,000 yuan per
service type;


(2)     For
the transfer of other service type, Party A will charge Party B the service fee with the amount of 50,000 yuan per service type.


		5.8	For encouraging, discovering and supporting
                                         Party B to make innovation in telecom value-added services, Party A shall attract valuable
                                         cooperation resources, create differential competitiveness and shall set up and implement
                                         an innovative business management mechanism. The innovative business shall be subject
                                         to the recognition by Party A, which includes but without limitation to the service or
                                         function, which:



1.     has
creative feature and the independent IP for patent or invention.


2.     facilitates
users to conduct mutual transmission and promote users to carry out self-propagation.


3.     realizes
cross-platform interaction, and promote user consumption and traffic.


4.     integrates
mobile network with broadband network and guides traffic.


5.     has
monopoly and scarcity in terms of content and resources.


6.     conforms
to the focus and hot points of current national policies.


7.     has
innovation in terms of technology, marketing method, transmission method (e.g. SNS).


8. Other monopolized resources
or special resources.


9. helps to promote the brand
image of China Unicom and has economic and social value.


		5.9	Party A has the right to organize bidding
                                         evaluation for innovative business on a regular basis and select certain services from
                                         the services which have obtained the right of access as innovative services.



		5.10	Party A shall give priority to Party
                                         B's innovative services, i.e., giving priority in handling such matters as business acceptance,
                                         examination, testing, launch of services, and designate special "cooperation partner
                                         service manager" to assist Party B in the preparation of innovative service data,
                                         service testing and other links. And Party A shall track the business acceptance at all
                                         time and provide coordination and feedback.



		5.11	Party A will provide a half-year service
                                         promotion period for innovative services and set up a special zone under the column of
                                         newly launched products.



 




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		5.12	The support period granted by Party
                                         A to innovative services shall be six months, during which innovative services will not
                                         be subject to the assessment and exit mechanism. Nevertheless, the punishment of other
                                         breaches and exit mechanism will be applicable all the same.



 


Chapter 6 Work Interface and Maintenance


 


		6.1	During the term of this Agreement, Party
                                         A and Party B shall take the point of junction as the boundary and respectively be responsible
                                         for the maintenance of their interfaces. The work and maintenance interface of the two
                                         parties will be shown as follows:



 


 


 


Schematic Diagram of the Two Parties'
Maintenance Interface


 


		6.2	Party A's maintenance responsibilities



		6.2.1	Party A and China Unicom shall be
                                         responsible for the maintenance of the hardware and software system affiliated to Party
                                         A's communication network and its value-added service platform.



		6.2.2	Party A shall assist Party B in connecting
                                         Party B's server to Party A's gateway or server.



		6.2.3	Party A shall open its technology
                                         agreement standards and interface standards relating to the value-added services to Party
                                         B.



		6.2.4	Party A shall be responsible for
                                         the normal communication of the assets of Party A and China Unicom as indicated in the
                                         foregoing diagram and shall be responsible for the network failure of Party A due to
                                         any other reason which is not ascribable to Party B.



 




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		6.2.5	As to the data of abnormal overload
                                         or information transmission which may affect Party A's network operation safety, Party
                                         A has the right to restrict such transmission.



		6.2.6	Party A has the right to control
                                         and adjust the data traffic and port of the maintenance interface of Party A, nevertheless
                                         Party A shall notify Party B of the results.



		6.2.7	Party A has the right, based on requirements
                                         and during the operation of the services, to carry out necessary testing and data statistics
                                         for the services provided by Party B from time to time and may, based on the testing
                                         results, require Party B to rectify in accordance with Party A's telecom value-added
                                         service administration regulations.



		6.2.8	Party A shall be responsible for
                                         the statistics of the data in respect of the unbalanced traffic used by Party B via Party
                                         A's communication channel (the unbalanced traffic data in respect of Unicom wireless
                                         data service) and provide such data to Party B in time.



		6.2.9	Party A shall, prior to any suspension
                                         of transmission due to any foreseeable reason such as the commissioning, updating, disconnection,
                                         maintenance of the platforms or any other equipment of Party A or any other similar reason,
                                         notify Party B in advance within reasonable time period of the reason, time and period
                                         of the suspension. Party A will not be liable for any breach or any other responsibilities
                                         for any loss incurred or potentially incur to Party B.



		6.3	Party B's maintenance liabilities



		6.3.1	Party B shall be solely responsible
                                         for the construction and maintenance of its own systems, including but not limited to
                                         the installation, commissioning, opening, launch and daily maintenance of all the hardware
                                         equipment under this Agreement.



		6.3.2	Party B shall be responsible for
                                         the application for, lease of and interconnection with any communication lines required
                                         under this Agreement.



		6.3.3	Party B shall bear the costs for
                                         the hosting of the system required by the telecom value-added services under this Agreement
                                         to Party A’s and China Unicom's IDC machine room and the line lease costs.



		6.3.4	Party B shall ensure that Party A
                                         is notified in writing five working days in advance of any system commissioning, opening
                                         and system maintenance which may affect the normal use of services by users, and specify
                                         such content as the extent, scope, time and other content which may affect the service.
                                         Such commissioning, opening and system maintenance may only be carried out to the extent
                                         Party A's approval is obtained. Party B shall ensure that the foregoing work will not
                                         affect the normal operation of Party A's and China Unicom’s network and take all
                                         the liabilities for any default thus caused to Party A's network system.



		6.3.5	Party B agrees to the adjustment
                                         made by Party A to data traffic for ensuring the normal operation and stability of various
                                         value-added services under emergencies.



		6.3.6	Where Party B sends any data or information
                                         to Party A's communication platform, Party B shall ensure that the data traffic will
                                         not cause any damage to the safe load of network. With regard to any abnormal overload
                                         data or information transmission which may affect the safe operation of Party A's and
                                         China Unicom’s network, Party A has the right to restrict the transmission.



		6.3.7	During the maintenance of all the
                                         equipment placed in Party A's and China Unicom’s IDC machine room based on hosting,
                                         Party B shall strictly abide by various machine room administration rules formulated
                                         by Party A.



 




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		6.3.8	Party B shall ensure that it will
                                         provide 7*24 hour uninterrupted system protection.



 


Chapter 7Complaints and Breach Punishments


 


		7.1	Party A and Party B shall strictly abide
                                         by the provisions of this Agreement. If Party B fails to perform its obligations, warranties
                                         and commitment or violates the requirements of this Agreement, business standards or
                                         related administrative method, which results in damage to the interests of users or Party
                                         A or China Unicom or the inability to continue business, it shall constitute a breach
                                         of this Agreement.



		7.2	If Party B's breach of this Agreement
                                         causes Party A or China Unicom to suffer adverse social impact or loss, Party A has the
                                         right to hold Party B liable, require Party B to eliminate such impact, compensate corresponding
                                         loss (including but not limited to economic loss, reputational loss), and terminate this
                                         Agreement.



		7.3	With regard to Party B's violation of
                                         value-added service subscription regulations or process and creation of irregular value-added
                                         service subscription relationship with any user, Party A will implement the breach processing
                                         operation such as "irregular subscription complaint and breach handling" and
                                         "deduction of irregular subscription complaint and breach income".



		7.4	Party A and China Unicom will adopt
                                         the principle of "the party who handles the complaint and breach shall take the
                                         burden of proof", to maintain "fairness, impartiality and openness" and
                                         avoid subjective judgment.



		7.5	Party B's breach includes but without limitation to:






		l	The
                                         service information it provided is vulgar, obscene, unwholesome and violates the related
                                         requirements of the laws and regulations of the State; 



		l	The
                                         service information it provided contravenes laws, e.g., such information is related to
                                         feudalism, superstition, gambling, drug, gangland, arms, or hallucinogen; 



		l	The
                                         service information it provided involves reactionary content; 



		l	Party
                                         B cajoles or coerces users into subscribing services or subscribes any services for users
                                         without authorization by technical means; or 



		l	Party
                                         B tricks users into subscription or conducting any act resulting in deduction of fees
                                         by sending promotional information to group users. 






		7.6	Determination of breach



		7.6.1	Determination
                                         of irregular subscription complaints



		(I)	The determination of Party B's irregular
                                         subscription complaint shall at the same time satisfy the following conditions:



		(1)	Any user lodges any
                                         complaint to object to the subscription relationship.



		(2)	Users' complaint involves
                                         any of the following specific complaints of the value-added services:



		l	Peremptory
                                         charging of any fees; 



		l	Charging
                                         fees by induction; 



		l	Absence
                                         of second confirmation for information services; 



		l	Absence
                                         of notice as to charging standards for on-demand services; 



		l	Absence
                                         of accumulative participation and steps and notice as to charging standards; 









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		l	Absence
                                         of charging reminder or the reminder is not clear as to voice information service; or



		l	Any
                                         behavior involving cheating users. 



		(3)	Any act resulting
                                         in the charging fees from users.



		(II)	Consulting services, absence of objection
                                         to subscription relationship, repetitive work orders and work orders due to system failure
                                         or mis-operation by users will not be included in the scope of "irregular subscription
                                         complaint".



		(III)	Avoidance of repetitive handling



Multiple complaints with the same
number and account period which are related to the same service shall avoid double counting.


		7.6.2	Determination
                                         of other breaches



The breaches shall be rated based on the nature
and influence of Party B's breaches and the extent of adverse impact on users, China Unicom, and the society.


		7.7	Breach handling



7.7.1 Party A has the right to handle
Party B's breaches in accordance with related business standards or administration measures, which includes but without limitation
to service screening, service withdrawal, closing service channel, termination of the cooperation for the type of service, deduction
of payment for breaches, suspension of settlement, termination of cooperation, etc. If different measures are specified in this
Agreement and the foregoing standards and other requirements for the same breach, the requirements of such standards or measures
with the latest amendment shall prevail and such requirements shall be subject to the final interpretation by Party A.


7.7.2 Breach punishment on the basis
of the number of complaints due to irregular subscription in ten thousand yuan proceeds


		(1)	As to "irregular subscription"
                                         complaints, in accordance with the standard of "0.5 pieces of complaints per ten
                                         thousand" fees for the information service provided by the provincial branch company
                                         (Note: the number of irregular subscription complaints corresponding to per ten thousand
                                         information service fee shall be no more than 0.5 pieces), for any portion exceeding
                                         such standard, the proceeds from the breaching act shall be deducted based on the formula=[number
                                         of complaints of irregular subscription for business type(piece)-0.5 (piece)/ten thousand
                                         yuan]*receivables in the current month for the type of services in respect of complaints
                                         due to breach (ten thousand yuan)*6000 yuan/piece (note: receivables in the current month
                                         for the type of services in respect of complaints due to breach refer to the total amount
                                         of information service fees receivable by Party B prior to allocation in the month of
                                         the occurrence of complaints in respect of various business types for the provincial
                                         branch company. The unit of the amount shall be "ten thousand yuan"); if the
                                         number of complaints is lower than the standard, no deduction shall be made.



		(2)	With regard to the complaints from such
                                         sources as upgrading from 10015, micro-blog, the media, complaints from the Ministry
                                         of Industry and Information Technology (MIIT), users' complaint accepted and forwarded
                                         by industry and supervision department, the number of complaints from "irregular
                                         subscription" complaints shall be doubled for the number of ''irregular subscription"
                                         complaints for the provincial branch company, i.e., the number of irregular subscription
                                         complaints (piece)= any complaints other than the "complaints from such sources
                                         as upgrading from 10015, micro-blog, the media, complaints from the Ministry of Industry
                                         and Information Technology (MIIT), users' complaint accepted and forwarded by industry
                                         and supervision department" (piece)+complaints from such sources as upgrading from
                                         10015, micro-blog, the media, complaints from the Ministry of Industry and Information
                                         Technology (MIIT), users' complaint accepted and forwarded by industry and supervision
                                         department (piece)* 2; in accordance with the standard of "0.5 pieces of complaints
                                         per ten thousand" fees for the information service provided within the province,
                                         for any portion exceeding such standard, the proceeds from the breaching act shall be
                                         deducted based on the formula=[number of complaints of irregular subscription (piece)-0.5
                                         (piece)/ten thousand yuan]*receivables in the current month for the type of services
                                         in respect of complaints due to breach (ten thousand yuan)*6000 yuan/piece (note: receivables
                                         in the current month for the type of services in respect of complaints due to breach
                                         refer to the total amount of information service fees receivable by Party B prior to
                                         allocation in the month of the occurrence of complaints in respect of various business
                                         types for the provincial branch company. The unit of the amount shall be "ten thousand
                                         yuan"); if the number of complaints is lower than the standard, no deduction shall
                                         be made.



 




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		(3)	As to irregular subscription complaints,
                                         whether the threshold limit is exceeded or not (the standard of 0.5 piece of complaint
                                         for per thousand yuan), further inspection shall be made. If it is determined that the
                                         cooperation partner has breached this Agreement, corresponding breach punishment grade
                                         will be granted based on the seriousness of the breach.



		7.8	Party A, based on the nature and influence
                                         of the breach and such factors as the extent of adverse impact on users, China Unicom
                                         and the society, may respectively grant warning, general breach, serious breach, material
                                         breach, settlement suspension, suspending business for internal rectification or termination
                                         of cooperation. For the details see Appendix 2 List of Breaching Acts and Breach Handling.



		7.9	As to Party B's breaches, corresponding
                                         breach punishment shall be carried out. The detailed measures for punishment shall be
                                         as follows;



		7.9.1	Warning



If Party B violates related regulations
such as the business standards and cooperation administration measures of China Unicom and the impact of the breach upon users,
China Unicom and the society is slight, a warning shall be granted.


		7.9.2	General breach



		1.	Service screening: the services in
                                         respect of breach shall be screened for a month and the date of the screening shall commence
                                         as of the date at which the final examination of the breach punishment in PRM system
                                         has been passed.



		2.	Payment deduction for breach: 30%
                                         of the total amount of actually received or receivable information service fees for such
                                         service types prior to allocation in the fee calculating period in which the breach period
                                         falls in (to be determined based on the settlement rules for various types of services)
                                         shall be deducted as liquidated damages.



		3.	Settlement suspension: preparatory
                                         settlement with Party B will be suspended for three months and such preparatory settlement
                                         may be resumed on the basis of the actual situation of rectification and breach deductions.



Party B will be notified of the foregoing
breach punishment results via the PRM system.


 




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A month as of the date of the
effectiveness of the breach punishment by China Unicom (such date is the date at which PRM system passes the final examination
of breach handling) shall be Party B's rectification period, during which, the acceptance of any new application submitted by
Party B for Party B's service type in respect of breach punishment will be suspended (as to the whole network of Unicom wireless
data service, the closing of the business channel for the province where the breach occurred shall be no longer than a month).
If Party B passes the rectification, the screening will be cancelled and the acceptance of new service application will be resumed;
if Party B does not pass the rectification, the service in respect of breach will be continuously screened until the rectification
satisfies related requirements.


		7.9.3	Serious breach



		1.	Withdrawal of services: handling the
                                         services in respect of breach by withdrawing the same.



		2.	Payment deduction for breach: 50%
                                         of the total amount of actually received or receivable information service fees for such
                                         service types prior to allocation in the fee calculating period in which the breach period
                                         falls in (to be determined based on the settlement rules for various types of services)
                                         shall be deducted as liquidated damages.



		3.	Suspension of settlement: the preparatory
                                         settlement for Party B shall be suspended for three months, at the same time, the settlement
                                         of the charging period in which the breach period falls in shall be suspended, and the
                                         settlement may be resumed based on the actual situation of the rectification and the
                                         completion of payment deduction for the breach.



Party B will be notified of the foregoing
breach punishment results via PRM system.


Two months as of the date of the
effectiveness of the breach punishment by China Unicom (such date is the date at which PRM system passes the final examination
of breach handling) shall be Party B's rectification period, during which, the acceptance of any new application submitted by
Party B for Party B's service type in respect of breach punishment will be suspended (as to the whole network of Unicom wireless
data service, the closing of the business channel for the province where the breach occurred shall be no longer than two months).
If Party B passes the rectification, the acceptance of new service application will be resumed and related business channel will
be opened; if Party B does not pass the rectification, the service in respect of breach will be continuously rectified until the
rectification satisfies related requirements.


		7.9.4	Material breach



		1.	Termination of the cooperation on
                                         the service types in respect of breach: the cooperation on the service types in respect
                                         of breach shall be terminated.



		2.	Payment deduction: 80% of the total
                                         amount of actually received or receivable information service fees for such service types
                                         prior to allocation in the fee calculating period in which the breach period falls in
                                         (to be determined based on the settlement rules for various types of services) shall
                                         be deducted as liquidated damages.



 




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		3.	Suspension of settlement: the preparatory
                                         settlement for Party B shall be suspended for three months, at the same time, the settlement
                                         of the charging period in which the breach period falls in shall be suspended, and the
                                         settlement may be resumed based on the actual situation of the rectification and the
                                         completion of payment deduction for the breach.



Party B will be notified of the foregoing
breach punishment results via PRM system.


Within one year as of the date of
the effectiveness of the breach punishment by China Unicom (such date is the date at which PRM system passes the final examination
of breach handling), the acceptance of any new application for Party B's such service type will be suspended (as to the whole
network of Unicom wireless data service, the closing of the business channel for the province where the breach occurred shall
be no longer than two months).


		7.9.5	Suspension of
                                         settlement



As to Party B's violation of the
business standards and cooperation administration measures and other requirements of China Unicom, China Unicom may suspend related
settlement based on the seriousness of the case.


		1.	Suspension of settlement: the settlement
                                         of the charging period in which the breach period falls in shall be suspended, and the
                                         settlement may be resumed based on the actual situation of the rectification and the
                                         completion of payment deduction for the breach.



		7.9.6	Suspending business
                                         for rectification



In the case of suspending business
for rectification as circularized by the government, competent industry regulatory department and social service quality supervision
agency due to any reason on the part of Party B, or the case of the material breach regarding whole network, China Unicom may
suspend business for rectification.


		1.	Service screening: all the services
                                         will be screened and all the business ports closed, until the completion of the rectification.



		2.	Suspension of settlement: during the
                                         term of suspending business for rectification, the settlement for Party B will be suspended
                                         and may be resumed on the basis of the rectification.



During the period of suspending business
for rectification, the status of each service shall be as follows:


	Service
    type	Operation
    instruction for suspending business for rectification
	Unicom
    wireless data service	Gateway
    will be closed. Nevertheless, the subscription relations shall be maintained without charging fees. 


 


		7.9.7	Termination
                                         of cooperation



If the breach of cooperation partner is especially
serious, including but not limited to the negative reporting on Party A and/or China Unicom by the media affiliated to the Central
Government, which results in especially adverse impact due to Party B's liabilities as ascertained or Party B is judged to take
criminal liabilities on the base of the national public security organ, prosecutorial or judicial organ due to Party B's illegal
operation, Party A may terminate cooperation.


		1.	Terminating the cooperation on all
                                         service types.



		2.	Payment deduction for breaches: 80%
                                         of the total amount of actually received or receivable information service fees for such
                                         service types prior to allocation in the fee calculating period in which the breach period
                                         falls in (to be determined based on the settlement rules for various types of services)
                                         shall be deducted as liquidated damages.



 




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		3.	Suspension of settlement: the preparatory
                                         settlement for such cooperation partner shall be suspended for three months, at the same
                                         time, the settlement of the charging period in which the breach period falls in shall
                                         be suspended, and the settlement may be resumed based on the actual situation of the
                                         completion of payment deduction for the breach.



		7.9.8	     If
                                         Party A's handling of any breach involves the screening or withdrawal of various services
                                         of Party B, the specific operation method shall be implemented with reference to the
                                         requirements of Party A's related administration measures and detailed rules for implementation.



		7.10	In case of sudden occurrence of large-scale
                                         complaints (subject to the standards of Party A's provincial branch company), Party A
                                         may immediately close service channel, and after Party A completes its investigation
                                         and taking evident against Party B, it may take corresponding measures based on the investigation
                                         results.



		7.11	Party A and China Unicom and/or its
                                         branch companies will adopt "three-level management for breach handling" for
                                         Party B's breaches, i.e., any of the group company, provincial branch company and branch
                                         at prefecture level has the right to handle Party B's breaches. On the basis of the original
                                         authority at the level of group headquarter, provincial branch company for punishing
                                         the breach of Party B in respect of whole network value-added services, any branch at
                                         prefecture level is added. In other words, any of the group headquarters, product innovation
                                         department of provincial branch company, customer service department and branches at
                                         prefecture level has the right to handle Party B's breach of the whole network value
                                         added services.



		7.11.1	    The whole
                                         network breach punishment conducted by Party A includes:



		1)	Party B's serious breaches forwarded
                                         by the government, industry regulatory department and social service quality agency and
                                         Party A's customer service department;



		2)	If any serious breach is found during
                                         the dial and testing of Party A's products, the irregular service dial and testing occurs
                                         no less than three times in a year on an accumulative basis, rectification report is
                                         not submitted or such report fails to pass related examination which results in service
                                         screening and the screening lasts for no less than three months;



		3)	If Party B's breach for the same service
                                         type is handled by Party A's branch company within the same charging period (one month),
                                         Party A has the right to impose additional punishment on Party B's breach in respect
                                         of whole network services on the basis of the points scored by Party B due to breach,
                                         Party A's additional punishment measures shall be as follows:



		a)	The date of effectiveness of breach
                                         punishment imposed by Party A's branch company: the breach punishment imposed by various
                                         branch companies on Party B will take effect at the time of the pass of "final examination"
                                         via the PRM system in the province.



		b)	Statistical period: the charging period
                                         (month) shall be the statistical period based on the records in the PRM system.



 




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		4)	After the initiation of breach punishment
                                         by branch companies, if the SP's breach is especially serious and branch companies apply
                                         to the group headquarters for the imposition of additional breach punishment regarding
                                         whole network and the application is approved after examination, whole network breach
                                         punishment may be imposed on the breaching SP.



		7.11.2	    As to the
                                         breach punishment imposed by Party A and China Unicom on Party B, Party A shall, based
                                         on the results of investigation and evidence collection, judge and punish Party B as
                                         to its breach service in the manners which includes but without limitation to warning,
                                         service screening, service withdrawal, closing service channel, payment deduction for
                                         breach, suspension of settlement, suspending business for rectification, termination
                                         of cooperation on the service type in respect of breach, termination of cooperation,
                                         etc.



 


A List of Party
A and China Unicom's Punishment of Party B's Breaches


 


	Breach
    

    grade	Operation
    and implementation

    unit	Operation
    content by implementation unit
	General	Party
    A and China Unicom	The
    services in respect of breach will be screened for a month. The rectification period is 1 month, during which Party B's new
    application for the services in respect of breach will be suspended (as to whole network Unicom wireless data services, the
    period for closing the channel of the province where the breach occurs shall be no more than 1 month). If rectification satisfies
    related requirements, screening will be cancelled, the acceptance of new business application will be resumed, and business
    channel opened. If the rectification does not satisfy related requirements, the services in respect of breach will be screened
    continuously, until the rectification satisfies related requirements. The preparatory settlement for Party B shall be suspended
    for three months and the settlement may be resumed based on the actual situation of rectification and the completion of payment
    deduction. And 30% of the total amount of actually received or receivable information service fees for such service types
    prior to allocation in the fee calculating period in which the breach period falls in (to be determined based on the settlement
    rules for various types of services) shall be deducted as liquidated damages. 
	Serious	Party
    A and China Unicom	The
    service in respect of breach shall be service withdrawn. The rectification period is two months, during which Party B's new
    application for the services in respect of breach will be suspended (as to whole network Unicom wireless data services, the
    period for closing the channel of the province where the breach occurs shall be no more than two month). If rectification
    satisfies related requirements, the acceptance of new business application will be resumed, and business channel opened. If
    the rectification does not satisfy related requirements, the rectification will be continued, until the rectification satisfies
    related requirements. The preparatory settlement for Party B shall be suspended for three months; and at the same time, the
    settlement for Party Bin the fee calculating period in which the breach period falls in shall be suspended and the settlement
    may be resumed based on the actual situation of rectification and the completion of payment deduction. And 50% of the total
    amount of actually received or receivable information service fees for such service types prior to allocation in the fee calculating
    period in which the breach period falls in (to be determined based on the settlement rules for various types of services)
    shall be deducted as liquidated damages.


 




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	Material	Party
    A and China Unicom	The
    cooperation on the service type in respect of breach shall be terminated d. The acceptance of new applications for the service
    type in respect of breach will be suspended for 1 year and preparatory settlement for Party B shall be suspended for three
    months. At the same time, the settlement for Party B in the fee calculating period in which the breach period falls in shall
    be suspended, and such settlement may be resumed based on the actual situation of rectification and the completion of payment
    deduction. And 80% of the total amount of actually received or receivable information service fees for such service types
    prior to allocation in the fee calculating period in which the breach period falls in (to be determined based on the settlement
    rules for various types of services) shall be deducted as liquidated damages.
	Warning
    	Party
    A and China Unicom	 
	Suspension
    of settlement	Party
    A and China Unicom	The
    settlement for Party B in the fee calculating period in which the breach period falls in shall be suspended, and such settlement
    may be resumed based on the actual situation of rectification and the completion of payment deduction.
	Suspending
    business for rectification	Party
    A and China Unicom	All
    types of business shall be screened and the business ports will be closed until the end of suspending business for rectification.
    The settlement for Party B will be suspended during the period of suspending business for rectification, and may be resumed
    based on the actual situation of rectification.
	Termination
    of cooperation	Party
    A and China Unicom	The
    preparatory settlement for Party B shall be suspended for three months; the settlement for Party B in the fee calculating
    period in which the breach period falls in shall be suspended and such settlement may be resumed based on the completion of
    payment deduction. 80% of the total amount of actually received or receivable information service fees for all business service
    types prior to allocation in the fee calculating period in which the breach period falls in (to be determined based on the
    settlement rules for various types of services) shall be deducted as liquidated damages. All types of business cooperation
    shall be terminated.


		7.11.3	    As to the
                                         breach punishment imposed by Party A and China Unicom's branch company on Party B, China
                                         Unicom’s branch company will, based on the results of investigation and evidence
                                         collection, judge and punish Party B's services in respect of breach in the manners which
                                         includes but without limitation to warning, service screening, withdrawal of services,
                                         closing the service channel for the related province, and payment deduction for breaches.



 




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Agreement No. KD22-0101-2014-000285


 


A List of the
Punishment Imposed by China Unicom's Branch Company on Party B's Breaches


 


	Breach
    grade	Operation
    and implementation 

    unit	Operation
    content by implementation unit
	General
    	China
    Unicom’s provincial branch company	Submitted
    to China Unicom's headquarters for filing. And 30% of the total amount of actually received or receivable information service
    fees for such service types prior to allocation in the fee calculating period in which the breach period falls in (to be determined
    based on the settlement rules for various types of services) shall be deducted. As to whole network Unicom wireless data services,
    the period for closing the channel of the province shall be no more than 1 month. 
	Serious
    	China
    Unicom’s provincial branch company	Submitted
    to China Unicom's headquarters for filing. And 50% of the total amount of actually received or receivable information service
    fees for such service types prior to allocation in the fee calculating period in which the breach period falls in (to be determined
    based on the settlement rules for various types of services) shall be deducted. As to whole network Unicom wireless data services,
    the period for closing the channel of the province shall be no more than 2 months.
	Material
    	China
    Unicom’s provincial branch company	Submitted
    to China Unicom's headquarters for filing. And 80% of the total amount of actually received or receivable information service
    fees for such service types prior to allocation in the fee calculating period in which the breach period falls in (to be determined
    based on the settlement rules for various types of services) shall be deducted. As to whole network Unicom wireless data services,
    the period for closing the channel of the province shall be no more than 3 months.
	Warning	Provincial
    branch company	Submitted
    to China Unicom's headquarters for filing. 


Note: The breach punishment imposed
on Party B by Party A's branch company at prefecture level shall be submitted to the provincial branch company by Party A's branch
company at prefecture level, which shall uniformly implement the same in the PRM system.


		7.12	Party B's complaint about the breach
                                         punishment in respect of value-added services will be directly accepted by the unit implementing
                                         the breach punishment. If the complaint is directly submitted to higher authority, such
                                         complaint shall be accepted by the department next higher than unit implementing the
                                         breach punishment. China Unicom has the right to supervise the standardization of the
                                         breach punishment conducted by any branch company and operation center and has the final
                                         judgment over the complaint lodged by cooperation partners directly to higher authority.
                                         If Party B succeeds in complaint, the original breach punishment shall be rescinded and
                                         original deductions shall be recounted. As to Party B's complaints lodged directly to
                                         higher authority, if such complaints are dismissed for no less than three times within
                                         a year, the channel for Party B to lodge complaints directly to higher authority shall
                                         be closed.



		7.13	If Party A impose any breach punishment
                                         on Party B, it shall notify Party B by due means. And unsettled information service fees
                                         shall be handled in accordance with related requirements of this Agreement.



 




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		7.14	If Party B fundamentally or materially
                                         breaches the service quality standards or user service standards set up by Party A in
                                         one or more service operations or there are any major defects in the services or content
                                         provided to users under this Agreement, or Party B uses technological means to actively
                                         or passively participate in the activities damaging or, infringing on the interests of
                                         Party A/China Unicom or users, or Party B's improper operation brings any adverse social
                                         impact on Party A/China Unicom or users, Party A may terminate all or a part of t Party
                                         B's other services which are absence of violation/breach or even terminate this Agreement,
                                         in addition to the application of the requirements specified in this Chapter to terminate
                                         the related service.



		7.15	If Party B, individually or jointly,
                                         uses technical means to intentionally damage the interests of Party A/China Unicom or
                                         users or network safety, or Party A's business platforms/systems occur data or irregular
                                         situation due to the possible existence of the foregoing acts of Party B, Party A may
                                         suspend Party B's business in advance and notify Party B of the same. And Party B shall,
                                         within 7 working days, provide adequate evidence to explain or interpret the data or
                                         irregular situation, otherwise Party B shall be deemed to have committed any act intentionally
                                         damaging the interests of Party A or users, and Party B will be punished in accordance
                                         with the corresponding provisions of this Agreement.



 


Chapter 8Customer Services


 


		8.1	Party A will provide Party B a user
                                         service code as access code for call service for customer service complaint and consultation.
                                         Moreover, the customer service center of Party A will be responsible for the final confirmation
                                         and distribution of customer service issues. Party B's customer service personnel or
                                         customer service system must assist Party A in analyzing and handling customer-related
                                         service complaints and consultation. Party A has the right to forward to Party B any
                                         user's consultation and complaint arising from various non-network communication issues
                                         due to the services provided by Party B. And Party A will be responsible for any user's
                                         consultation and complaint due to network communication issues.



		8.2	If Party A receives any user complaints
                                         regarding the transmission of information in violation of related regulations, Party
                                         B must offer Party A the preliminary reply within two hours and ascertain the reasons
                                         within one working day. In addition, Party B shall immediately terminate the transmission
                                         of such information.



		8.3	The customer service administration
                                         of Party A's value-added services shall be implemented in accordance with the related
                                         policies and regulations issued by the MIIT and the existing Customer Service Standards
                                         of China Unicom, the Service Management Rules of China Unicom of Party A, which includes
                                         but without limitation to the Telecom Service Standards, the Notice on the Regularization
                                         of Price and Charging Behaviors of Mobile Information Service Industry, the Notice on
                                         the Implementation of the Administration and Regularization of the Special Activities
                                         Regarding the Price and Charging behaviors of Mobile Information Service Industry, and
                                         the Measures of the China United Telecommunications Corporation Limited for the Administration
                                         and Supervision of the Service Quality of Information Service Business for the time
                                         being in force, and uniform customer service telephone shall be used to provide users
                                         with such customer services, including consultation, complaint handling before, during
                                         or after the use of the services. Party B shall provide perfect and standardized customer
                                         service system in accordance with the related policies and regulations issued by the
                                         foregoing departments and Party A's existing customer service standards.



 




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		8.4	Prior to the provision of services to
                                         users, Party A and Party B shall, by appropriate means, notify users in detail of the
                                         name of the enterprise providing services, specific service name, service content, pricing
                                         standard, customer service telephone, unsubscribing method, and other information which
                                         shall be known by users.



		8.5	Both Party A and Party B shall provide
                                         customers with multiple, convenient service subscription relationship inquiry method
                                         and service unsubscribing methods. Party A and Party A's branch company shall, by technical
                                         and management means, independently realize its control and management of Party B's service
                                         subscription relationship and independently provide service inquiry and unsubscribing
                                         means.



		8.6	Party A and Party B shall strictly implement
                                         the first inquiry accountability system for user's complaint and the time limit for complaint
                                         handling shall be implemented in accordance with the List of Time Limit for Handling
                                         Various Complaints among Party A's customer service administration regulations. No
                                         matter which party shall finally be responsible for the complaints, any party receiving
                                         user's complaint is liable for coordinating and proper handling user's complaints. If
                                         the issue is indeed related to the other party, such other party shall provide assistance
                                         in settling the issue.



		8.7	As to the consultations or complaints
                                         which may only be settled by Party B, Party A will, by means of circulation of work orders,
                                         notify Party B to settle the complaints within specified time limit. After that, Party
                                         A shall reply to related user.



		8.8	Party B shall not, on the grounds that
                                         it thinks any consultation or complaint it received is ascribable to Party A, instruct
                                         related user to directly contact Party A. If Party B thinks that the consultation or
                                         complaint it received is indeed ascribable to Party A's issue, Party B shall assist Party
                                         A in analyzing and handling the issue and contact Party A within an hour. And Party B
                                         will forward the issue to Party A, subject to Party A's confirmation.



		8.9	If any of the two parties is unable
                                         to judge which party shall be responsible for the consultation or complaint it received,
                                         such party shall, within an hour, contact the other party to ascertain liabilities, so
                                         as to settle related issues as soon as possible for customers. The two parties shall
                                         not prevaricate.



		8.10	If user's complaints are due to the
                                         failure to meet the service quality promised in advance, the party which made the service
                                         quality promise shall rely to such user and settle the related complaints. The other
                                         party shall provide necessary cooperation.



		8.11	As to the complaints due to service
                                         content, pricing standards and the failure to meet promised service content and pricing
                                         standards, if Party B is unable to provide reasonable explanations to the satisfaction
                                         of Party A and users, Party B shall immediately reduce or exempt related service fees
                                         or refund the fees, and other matters will be handled after ascertaining the related
                                         facts. During the handling of complaints, Party A shall anticipate the payment of the
                                         fees to users, and such payment may be deducted from monthly settlement. In the case,
                                         Party B shall provide cooperation. Party A has the right to recover the insufficient
                                         portion from Party B, which shall replenish the balance within the time limit specified
                                         by Party A.



 




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		8.12	If Party B withdraws from this Agreement
                                         due to poor operation or is unable to provide value-added services due to other reasons
                                         of its own, Party B shall directly provide users with proper explanations and take proper
                                         measures to handle the matters. Unless the exit mechanism under this Agreement is applied,
                                         Party B shall notify Party A in writing of the information regarding the termination
                                         of related value-added services in advance. Party A shall timely stop to act on behalf
                                         of Party B for the collection of information service fees and assist Party B in providing
                                         explanations.



		8.13	Party A and Party B shall strictly
                                         abide by the related requirements of the MIIT and competent department and properly handle
                                         user's complaints and claims.



		8.14	Party A will assess the customer service
                                         quality of Party B, which will be an important part for the assessment of Party B.



		8.15	Party B shall accept Party A's regular,
                                         irregular service quality inspection and carry out rectifications based on the inspection.
                                         The content of the service quality inspection includes but without limitation to the
                                         arrangement of customer service documents in respect of cooperation services, customer
                                         service hotline services, use of service products. The method of inspection includes
                                         spot inspection, outer call, and return visit to customers.



		8.16	After the opening of Party B's telecom
                                         value-added services, Party B shall, in accordance with the requirements of competent
                                         departments, timely apply to the MIIT or the communication administration departments
                                         in various places for filing and dealing with other formalities (if applicable).



		8.17	In case of any customer's complaints
                                         due to the unreasonable design of Party B's telecom value-added service procedures, errors
                                         in calculating fees, inconformity between actual service content and promised content,
                                         fees shall be refunded to customers.



		8.18	Party B shall guarantee to provide
                                         7*24 hour uninterrupted 400 or 800 toll-free customer service telephone.



 


Chapter 9Charging, Settlement and fee collection


 


		9.1	Fee calculation



		9.1.1	   The price of communication
                                         fee, traffic fee, broadband access fee and M/T will be determined by Party A. The standard
                                         of information service fee shall, in principle, be determined by Party B and subject
                                         to the approval of Party A. Any change to information service fee (including but without
                                         limitation to change to charging method) may only be implemented after Party A's confirmation.
                                         Party A shall, based on compensation, provide Party B with fee calculation and collection
                                         services, and formulate the value-added service fee calculation and settlement principle
                                         and procedures in accordance with the features of Party A's network platform and the
                                         business process of fee calculation and settlement system.



		9.1.2	   Where determining
                                         the price for information service, Party B may choose various fee calculation methods
                                         such as frequency, monthly package, or provide various charging methods for users to
                                         make choice. Party B shall notify users of the method and standard for the collection
                                         of information service fee, the time of paying fees and customer service telephone by
                                         announcement on its website, the express specification in related subscription agreement,
                                         display through mobile phone user's interface, or sending SMS.



 




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		9.1.3	   Party A has the
                                         right to determine the customers of various value-added products (number segment or sub-brand)
                                         to be the effective scope of chargeable customers, and to audit the information service
                                         fees due to the irregular use of customer numbers in connection with ineffective customer
                                         numbers (including numbers with suspended services, inactive customers, etc), unopened
                                         services, etc.



		9.2	Settlement



		9.2.1	   Various communication
                                         fees, traffic fees, and broadband access fees, M/T proceeds due to users’ use of
                                         Party A's communication network shall be owned by Party A, which will not be included
                                         in the scope for settlement with Party B.



		9.2.2	The
                                         income settlement shall follow the price-tax separation principle and the tax-exclusive
                                         income shall serve as the basis for settlement and income sharing. The settlement data
                                         released by Party A through PRM (partner relationship management) shall be the tax-exclusive
                                         sum settled with Party B. The actual settlement sum between Party A and Party B shall
                                         be equal to the total of the tax-exclusive settlement sum with Party B plus the deductible
                                         input VAT.



		9.2.3	All information
                                         service fees collected by Party A for Unicom wireless data service shall be settled uniformly
                                         according to “Receivable Settlement Rules” in the principle of settlement
                                         by deduction of bad debt ratio (8%) from the receivable, that is, with respect to the
                                         business income generated from Unicom wireless data service in the T month, Party A shall,
                                         before the 15th day of the T+1 month, release the settlement data after the
                                         deduction of a bad debt ratio of 8% from the receivable according to the settlement ratio
                                         set forth herein. The receivable settlement data is calculated based on the receivable
                                         settlement base according to the rules for sharing of information service fee between
                                         Party A and Party B and the actual settlement sum of Party B is obtained by deducting
                                         the default deduction, unbalanced communication fee and other expenses confirmed by the
                                         Parties from the receivable settlement data.



		9.2.4	   The allocation ratio
                                         of information service fees shall be specified in Appendix 3 by service type.



		9.2.5	The total income from Unicom wireless
                                         data service shall first be paid by China Unicom to Party A, who shall, after receiving
                                         such payment, pay the settlement amount to Party B after deducting the difference in
                                         tax.



		9.2.6	Billing cycle: the
                                         statistical cycle of the total information service fee of Party B by the billing system
                                         of Party A; the billing cycle is usually divided by natural month, beginning at the 0
                                         o’clock on the first day of a natural month and ending at 24 o’clock on the
                                         last day of such month.



		9.2.6.1	   Settlement
                                         process of Unicom wireless data service: the settlement process runs according to the
                                         “Receivable Settlement Rules” by deducting the bad debt ratio (8%) from the
                                         receivable data:



The process for
the release of settlement data is: for the income from the settlement of information fee in the T month, the receivable settlement
data shall be released in the T+1 month. With respect to the information fee generated in T month, China Unicom shall pay the
settlement amount to the account of Party A before the end of the T+2 month, and then Party A shall pay the settlement amount
to the account of Party B and thereby complete the entire settlement.


 




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(1) Party A releases
the settlement data according to the Receivable Settlement Rules. With respect to the information fee incurred to users in the
T month, Party A shall release the settlement data before the 15th day of the T+1 month;


(2) Party B shall
provide settlement confirmation sheet and invoice. Party B shall provide the confirmation sheet and invoice to Party A before
the 25th day of the T+1 month;


(3) Party A shall
pay the settlement money. Party A shall, after performing related payment formalities according to related financial regulations,
pay the settlement money before the 28th day of the T+2 month to the account designated by Party B;


(4) Party B must
file an account checking application on the PRM system within 10 natural days from the date of settlement data release by Party
A. If Party B fails to file such application within 10 natural days, whether the settlement data have been confirmed on the PRM
or not, it shall be deemed that Party B has approved such settlement data and Party A no longer accepts any account checking application
filed by such partner for such settlement month.


(5) If Party B
believes that the difference between the settlement data released by Party A each month and the data recorded thereby in such
month exceeds 8%, it may file an account checking application. The delay on the part of Party A in paying various expenses to
Party B due to account checking shall not be deemed that Party A breaches its obligation of making payment on time.


(6) If, due to
reasons attributable to Party B or due to account checking, Party B fails to feed back the settlement confirmation sheet (affixed
with the official seal of Party B pursuant to the requirements of Party A) and invoice (affixed with the special seal for invoice
use) before the 25th day of the second month after the business occurs, Party A shall delay in the business settlement
payment for the month to Party B, which means that Party A shall confirm the settlement documents through the partner relationship
management system before the end of the natural quarter immediately after receiving the settlement confirmation sheet and invoice
from Party B and shall make the payment in the month following the confirmation. The delay in payment on the part of Party A due
to the application of this article does not constitute the delayed payment provided herein and Party A does not assume any liability
resulting therefrom.


(7) If Party B
fails to provide the settlement confirmation sheet and invoice within 30 days (commencing on the 25th day of the second
month after the occurrence of business), Party A shall have the right to collect corresponding management fee equal to 1% of the
sum involved; if Party B fails to provide the settlement confirmation sheet and invoice within 365 days (commencing on the 25th
day of the second month after the occurrence of business), it shall be deemed that Party B waives the right to collect the
sum involved and Party A is henceforth discharged from the obligation to pay such sum to Party B.


(8) The information
service fee for the other months shall be settled by following the above-said process.


		9.2.7	Party A shall, pursuant
                                         to the allocation ratio of all value-added services, calculate and total up the income
                                         from all services payable to Party B and, after deduction (addition) of the expenses
                                         from (to) the expenses/fees payable (obtained) by Party B, work out the income that Party
                                         A shall pay to Party B (referred to as the “Settled Information Service Fee”).
                                         The above-said deductible expenses include but not limited to: deduction due to default,
                                         refund or indemnity, server co-location fee, and other fees that shall be deducted pursuant
                                         hereto. The method for deduction of the above-said expense: if the settlement sum to
                                         Party B in the current period is not sufficient for the deduction, the deduction shall
                                         be made from the subsequent settlement sums to Party B, and this process continues until
                                         the expenses are fully deducted. If the deduction has not been fully made up to the termination
                                         date of this Agreement, Party A shall have the right to recover the insufficiency and
                                         Party B shall pay the balance within the period specified by Party A. The business income
                                         and payable expenses may be separately settled and separate settlement processes may
                                         apply, if so agreed upon by Party A and Party B.



 




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		9.2.8	    If the account-checking
                                         results show that the Settlement Information Service Fee is a negative, Party B shall
                                         pay to Party A the corresponding amounts within ten working days subsequent to its receipt
                                         of Party A's notice, and Party B shall timely obtain an official invoice after making
                                         such payment. If Party B delays in making the payment, it shall pay a sum of liquidated
                                         damages to Party A with the amount of one thousandth of the amount due to Party A on
                                         a daily basis. At the same time, Party A has the right to directly deduct Party B's payables
                                         and liquidated damages from the settlement amount for the next period. If Party B's payment
                                         is delayed for sixty days, Party A has the right to terminate this Agreement at its sole
                                         discretion and hold Party B liable for related legal liabilities.



		9.2.9	Party B understands that Party A may
                                         fail to carry out settlement on schedule due to the delay in data release on RRM of China
                                         Unicom or lack in settlement money, agrees that Party A does not assume liability therefore,
                                         and accepts that the actual settlement process may be postponed depending on the receipt
                                         of the settlement money.



		9.2.10	    Party B shall
                                         timely update such information required for making payment as bank account information
                                         recorded in the PRM. If Party A's payment is recovered by related bank due to Party B's
                                         failure to update the information required for making payment or cause any other difficulties
                                         for Party A to make a payment in time, Party A will delay the payment of such amount.
                                         The time for handling the delayed payment shall be the June or December nearest to Party
                                         A's knowledge of Party B's accurate bank account. Party A will not be liable for the
                                         liabilities for breach or other responsibilities due to failure to make a payment in
                                         time.



		9.2.11	    If Party
                                         B changes its company name, it shall notify Party A in time via the PRM or other appropriate
                                         means. As to all the amounts payable y Party A to Party B after the change of Party B's
                                         company name, whether such amounts are accrued after the change of Party B's company
                                         name, Party A shall pay such amounts to the bank account after the change to Party B's
                                         name. If Party A is unable to make a payment due to Party B's failure to handle name
                                         change formalities, such situation shall be handled in accordance Article 9.2.10.



		9.2.12	    If Party
                                         B terminates this Agreement due to the application of the provisions herein, Party A
                                         and Party B shall settle the information service fees accrued prior to the termination.
                                         For the settlement, the settlement method, period and procedures specified in Article
                                         9.2 herein and the provisions in respect of deduction of information service fee and
                                         liquidated damages due to breaches shall be abided by and implemented.



		9.3	Fee collection



		9.3.1	    Information
                                         service fee shall be uniformly calculated and collected by China Unicom on behalf of
                                         Party B. Party B will not charge any information service fee from users. Communication
                                         fees shall be calculated by China Unicom and collected from users or Party B.



 




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		9.3.2	    Prior to the
                                         collection of information service fees on behalf of Party B, Party A has the right to
                                         examine the fee collection items and summarized content one by one, and Party B shall
                                         provide active cooperation. The major content for the examination shall be: whether the
                                         content provided by Party B violate the requirements of Article 57 and/or Article 58
                                         of the Telecommunication Rules of the People's Republic of China and those of
                                         other related laws, regulations and policies.



		9.3.3	    Prior to the
                                         collection of information service fees from users by China Unicom, Party B shall provide
                                         related data to certify such users are using the related services based on their knowledge
                                         and voluntariness. The fees shall be collected since the actual use of the services by
                                         users (excluding monthly package); Party A and Party B shall keep the records in respect
                                         of user's subscription and use of service for no less than five months.



		9.3.4	    At the time
                                         China Unicom issues to users any bills for collecting fees, prompting words and the amount
                                         "collected on behalf of Party B" shall be specified for the portion of fees
                                         collected by Party A on behalf of Party B. Party A/China Unicom shall provide users with
                                         reasonable and effective methods and ways for users to inquire Party B's name, the service
                                         item, and specific amount in respect of the amount collected on behalf of Party B. If
                                         users require the provision of a detailed charging list for the fees collected on behalf
                                         of Party B, Party A and Party B shall provide users with such list for free.



		9.3.5	    If users have
                                         any objection to and refuse to pay the information service fee collected on behalf of
                                         Party B, Party A shall only collect the portion of fees without dispute and notify Party
                                         B in time of the related information.



		9.3.6	    If users have
                                         any objection to the fees collected on behalf of Party B, and Party A and Party B is
                                         unable to provide evidence within 15 days to prove that that the fee collection is without
                                         any error, China Unicom shall refund users such fees at first and then make compensation
                                         in accordance with the compensation rules it has publicized. Such portion of information
                                         service fees and compensations (excluding the compensation due to Party A's liabilities)
                                         will be deducted from the allocation for Party B in the next settlement period. After
                                         that, Party B shall be responsible for proper handling of the objection with users.



		9.3.7	    During handling
                                         the objections, neither Party A, nor Party B shall stop or terminate any services other
                                         than the services in respect of the objection.



 


Chapter 10Intellectual
Property


 


		10.1	Party B ensures that it has intellectual
                                         property or has obtained the license from related rights owners for all software and
                                         hardware and cooperation service information content in respect of the value-added telecom
                                         services it provides, and it has not infringed upon any other person's IP such as copyright,
                                         trade mark, patent, trade secret and/or other rights. Party B shall, on its own initiative,
                                         provide Party A with related certificates of the rights. Among which, special information
                                         source services such as news, songs, weather forecast, securities information, and medical
                                         care must have the authority or license for the operation of such services, and at the
                                         same time, the source of the authority shall be specified. As to services based on the
                                         cooperation with the media, related cooperation agreement must be signed.



 




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		10.2	During the performance of this Agreement,
                                         if any third party claim against Party A/China Unicom with regard to the intellectual
                                         property or other rights as specified in Article 10.1, which results in dispute, controversy
                                         or other legal action, etc., upon the notice given by Party A, Party B shall, within
                                         two days, subsequent to the receipt of the notice, immediately take necessary measures
                                         to clarify facts. At the same time, Party B shall, as required by Party A, properly handle
                                         all matters in respect of such dispute, controversy or legal action independently or
                                         by assisting Party A/China Unicom in doing so, and indemnify Party A/China Unicom all
                                         the losses thereby incurred.



		10.3	Party A and Party B may consult with
                                         each other to agree that Party A's company brand, customer brand, business name, trademark,
                                         mark or Logo may be labeled in the value-added services provided by Party B, nevertheless
                                         Party B shall not use the same without authorization, unless Party A's written confirmation
                                         is obtained. Party B shall not misguide users to think that any content or services independently
                                         provided by Party B are provided by Party A or jointly provided by Party A and Party
                                         B.



		10.4	During the performance of this Agreement,
                                         Party A and Party B shall not infringe upon trademarks or other intellectual property
                                         of any party or any third party. If any of the two parties infringes on the intellectual
                                         property of any other person due to its sole act, such party shall take all the responsibilities
                                         regarding infringement, indemnify the other party against all the loss thereby incurred,
                                         and eliminate any adverse social impact upon the other party.



		10.5	Under any circumstances, one party
                                         may only use the materials of the other party during the term of this Agreement (including
                                         the exhibition, download, copy and distribution of such materials). Moreover, such materials
                                         shall not be used for any other content, products or services other than for such matters
                                         in respect of promotion, marketing and distribution regarding the cooperation. And the
                                         use of such materials shall not cause any misguidance or deception.



 


Chapter 11 Modification and Termination
of Agreement


 


		11.1	During the term of this Agreement,
                                         if Party A and China Unicom formulates or amends from time to time any business rules,
                                         administration measures, quality standards and/or customer service standards regarding
                                         telecom value-added services, such standards and rules shall constitute a part of the
                                         agreement between Party A and Party B under this Agreement. If such standards, measures
                                         or rules may conflict with the provisions of this Agreement, except the provisions in
                                         respect of breach punishment, such rules, measures or standards shall prevail, unless
                                         the two parties otherwise agree to apply this Agreement.



		11.2	During the term of this Agreement,
                                         in case of the implementation of any national policies or adjustment of the same, which
                                         affect the agreement and description in respect of the cooperation content between the
                                         two parties, e.g., fee calculation, settlement, etc., the two parties may sign a new
                                         agreement or a supplementary agreement for explanation and arrangement.



		11.3	If any party hereto decides to modify
                                         or amend this Agreement, it must notify the other party in writing fifteen days in advance.
                                         The two parties shall, based on consultation and agreement, modify or amend this Agreement
                                         in writing.



 




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		11.4	Except express stipulated in this Agreement,
                                         during the performance of this Agreement, any party hereto shall not suspend or terminate
                                         this Agreement or rescind this Agreement at its sole discretion, without the written
                                         consent of the other party.



		11.5	If any party hereto is unable to carry
                                         out its operation or the telecom value-added services under this Agreement due to the
                                         other party's failure to perform the obligations or responsibilities under this Agreement
                                         or serious violation of the provisions herein, the non-breaching party has the rights
                                         to claim compensation for various losses due to the breaches of the breaching party and
                                         rescind this Agreement.



		11.6	If Party B is under any of the following
                                         circumstances, Party A has the right to rescind this Agreement at its sole discretion:



		(1)	Transfer such resources as the numbers,
                                         junction lines or digital web sites obtained from Party A and China Unicom without the
                                         approval of Party A;



		(2)	The area for business operation is
                                         beyond the operation area and scope as set forth in its qualification certificates and
                                         licenses;



		(3)	Providing the business content and
                                         varieties requiring qualification licenses under the circumstances of failure to obtain
                                         the qualification license issued by competent national department;



		(4)	Providing false copyright or qualifications;
                                         or



		(5)	Any other act of conducting operation
                                         and providing content without authorization, without conforming to the requirements of
                                         competent departments or the agreement between the two parties.



		11.7	During the term of this Agreement,
                                         if Party B undergoes any division, consolidation, dissolution, liquidation or bankruptcy,
                                         which results in any event restricting the nature, qualifications or civil capacity of
                                         the company, Party B shall timely notify Party A in writing, and Party A has the right
                                         to terminate the performance of this Agreement. If Party B undergoes any division or
                                         consolidation, this Agreement shall be terminated correspondingly. Any company succeeding
                                         the telecom value-added services under this Agreement (or other entities) shall re-apply
                                         to Party A for the opening of services, and amend Party B's enterprise identity code
                                         and other information in Party A's service system and PRM.



		11.8	In case of any change to Party B's
                                         company name, Party B shall timely go to related industrial and commercial administration
                                         department and the competent department in charge of information industry to go through
                                         the formalities in respect of company name change, to collect effective entity qualification
                                         certificates and service qualification certificates.



		11.9	If Party B fails to take a copy of
                                         this Agreement with Party A's seals affixed hereto from Party A due to its own reason
                                         within one month as of the receipt of Party A's notice, i.e., the time interval between
                                         Party A's execution of this Agreement and that of Party B is no less than one month,
                                         this Agreement will not be deemed to be executed and effective, Party B's access qualifications
                                         shall be automatically canceled and its service application nullified; or if Party B,
                                         due to its own reason within one month after taking a copy of this Agreement from and
                                         executed by Party A, fails to send the copy of this Agreement executed by both Party
                                         A and Party B to Party A, this Agreement will not be deemed to be executed and effective,
                                         Party B's access qualifications shall be automatically canceled and its service application
                                         nullified.



 




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Chapter 12 Confidentiality


 


		12.1	The confidential information mentioned
                                         herein refers to the trade secrets (including financial secrets), know-how, trick of
                                         the trade and/or any other confidential information and data obtained, known by one party
                                         ("Receiving Party") from the other Party ("Disclosing Party") or
                                         the confidential information jointly created by the two parties during the performance
                                         of this Agreement, which is inseparable, no matter such information and data is carried
                                         by any media in any form, disclosed by the Disclosing Party in oral, written or graphic
                                         means to indicate the confidentiality of such information.



		12.2	During the term of this Agreement and
                                         within five years after the termination of the same, any party shall not disclose, divulge
                                         or offer to any third party the confidential information.



		12.3	Party A and Party B shall take proper
                                         measures to properly protect the confidential information provided by the other party
                                         and such measures shall be no less prudent than those taken by any party hereto to protect
                                         its own confidential information. Party A and Party B may only use the confidential information
                                         for the purpose or use under this Agreement.



		12.4	The two parties ensure that such information
                                         shall only be known by their respective persons in charge of or employees related to
                                         the services. Prior to the knowledge of such confidential information by the foregoing
                                         personnel of the two parties, the two parties shall make such personnel know the confidentiality
                                         and obligations for the confidential information, and use any effective evidence to prove
                                         such personnel have undertaken the confidentiality obligations under this Agreement.



		12.5	If required, the Receiving Party shall
                                         follow the instructions of the Disclosing Party to return all the documents or other
                                         data containing confidential information to the Disclosing Party or destruct the same.



		12.6	The foregoing provisions in this Chapter
                                         shall not be applicable to the following circumstances:



		A.	The confidential information has been
                                         legally owned by the Receiving Party at the time of or prior to the execution of this
                                         Agreement;



		B.	The confidential information has been
                                         made public or publicly available at the time of providing the same to Receiving Party;



		C.	The confidential information known
                                         by the Receiving Party from any third party without the confidentiality and non-disclosure
                                         obligations.



		D.	The confidential information is made
                                         public or publicly available, to the extent the obligations agreed in this Agreement
                                         are not contravened;



		E.	The confidential information is independently
                                         developed by the Receiving Party or any of its related or affiliated companies and no
                                         benefits have been procured from the information obtained from the Disclosing Party or
                                         its related or affiliated companies; or



		F.	The confidential information is disclosed
                                         by the Receiving Party as required by any competent court or other legal or administrative
                                         management department (by oral query, inquiry, required data or file, subpoena, civil
                                         or criminal investigation or other proceedings). In the case, the Receiving Party shall
                                         immediately issue a notice to the Disclosing Party and make necessary explanations.



 




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		12.7	Both Party A and
                                         Party B shall keep confidential the detailed content of this Agreement.



		12.8	The communications or documents exchanged
                                         between the two parties with regard to communication, announcement, and notice for the
                                         performance of this Agreement shall be properly kept by the two parties, which shall
                                         not be used for any purpose damaging the services conducted by the two parties. Either
                                         party hereto shall not slander the other party or make any remarks in the public which
                                         are adverse to the two parties for the purpose of attacking the other party.



 


Chapter 13 Force Majeure


 


		13.1	Force majeure refers to unpredictable,
                                         unavoidable and insurmountable objective circumstances, including such natural disaster
                                         as earthquake, landslide, subsidence, flood, typhoon, irregular astronomical phenomenon,
                                         and fire, explosion, accident, war, terrorist event, pandemic disease, damaging activities,
                                         hacker attack, network breakdown, governmental orders or any other similar or different
                                         contingent events.



		13.2	In case of force majeure, which
                                         causes any party hereto is unable to perform its obligations, the two parties agree to
                                         exempt all or part of the liabilities based on the influence of the force majeure on
                                         the performance of this Agreement.



		13.3	Party Affected by the foregoing
                                         force majeure shall immediately notify the other party in writing of the event and offer
                                         the details of the force majeure, the reason of the inability to perform this Agreement
                                         in whole or in part or delayed performance, and the related effective certificates issued
                                         by related governmental department. Based on the impact of the event upon the performance
                                         of this Agreement, the two parties may consult with each other to continue to perform
                                         or terminate this Agreement.



 


Chapter 14 Governing Law and Dispute Resolution


 


		14.1	The laws of the People's Republic of
                                         China will be applicable to the execution, effectiveness, implementation and interpretation
                                         of this Agreement (for the purpose of this Agreement, the laws of Hong Kong, Macao and
                                         Taiwan will be excluded).



		14.2	Any dispute arising from or in connection
                                         with this Agreement shall be settled by the two parties based on consultations. If such
                                         consultations fail, any party hereto may file an action before the people's court where
                                         Party A is domiciled.



 


Chapter 15 Miscellaneous


 


		15.1	Assignability. All or part of the rights
                                         and obligations under this Agreement shall not be assigned, unless under the circumstances
                                         as specified in Chapter 5 of this Agreement.



		15.2	The execution of this Agreement will
                                         only create agreement relationship between the two parties, and any provisions herein
                                         shall not be interpreted as:



		(a)	Partnership or any other joint responsibilities
                                         have been created between the two parties hereto;



 




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		(b)	Any party is the agent of the other
                                         party (unless otherwise agreed in writing in advance); or



		(c)	Any party is authorized to incur
                                         any costs or liabilities in any form to the other party (unless agreed in advance by
                                         the other party in writing).



		15.3	Any party's failure or delay in exercising
                                         any rights under this Agreement will not operate as the waiver of such rights, and any
                                         party's exercise or partial exercise of such rights will not preclude it from further
                                         exercise of such rights.



		15.4	The invalidity of any provisions herein
                                         will not affect the validity of any other provisions, unless otherwise provided for by
                                         laws and administrative regulation.



		15.5	Unless this Agreement is terminated
                                         in advance in accordance with related requirements, the term of this Agreement shall
                                         be from [April 1, 2014] to [March 31, 2015].



		15.6	Within [30] days prior to the expiry
                                         of this Agreement, Party A and Party B may consult with each other with regard to the
                                         renewal of this Agreement. Party A and Party B may renew this Agreement by entering into
                                         a separate written agreement.



		15.7	This Agreement and its appendixes shall
                                         be executed in quadruplicate. Party A and Party B will hold two copies respectively,
                                         and each copy shall be equally valid and binding.



 




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Signature page (reminder of page intentionally
left blank)


 


Party A: China Unicom Broadband Online Co.,
Ltd.


 


Legal representative/authorized representative:


 


Date: 


 


Party B: Beijing AirInbox Information Technologies
Co., Ltd.


 


Legal representative/authorized representative:


 


Date:


 




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Appendix 1 Definitions


Unless otherwise provided in this Agreement
or required by the context, the following terms shall have the following meanings:


		1.	SP



SP is the abbreviation of Service
Provider. The term "SP" herein refers to the professional service agency providing communication and information service.
SP may be network carrier, or the provision of whole network services by integrating the services of other network service providers.


The "SP" mentioned herein
means various professional organizations which are willing to use the communication network and value-added service platforms
(mobile network, fixed network and internet) provided by Party A and China Unicom to provide various value-added services for
Party A's (mobile network, fixed network and internet) users.


		2.	User



Any natural person, legal person
or other organization who is using the telecom terminal recognized by Party A to connect to Party A's communication network and
value-added service platforms and who is willing to accept the value-added services provided by Party A and Party B.


		3.	Value-added services



Generally referring to various
telecom value-added services and application business provided for users based on Party A's communication network (mobile network,
fixed network and data network) and various value-added service platforms, and the cooperation with Party B on such aspects as
content organization, service system introduction, and marketing promotion, etc. The major service types include:


		(1)	Unicom wireless data service:
                                         as one of the short message services of GSM/WCDMA, it is a service brand of value-added
                                         business supplied to users by Party A and China Unicom, through which, Party A and China
                                         Unicom supply a paid short message communication channel to the cooperator, and by using
                                         business supporting system, supply agency fee calculation and agency fee collection service,
                                         according to the cooperator’s requirements. The cooperator makes use of Party A
                                         and China Unicom’s Unicom wireless data service as a platform to supply users of
                                         China Unicom with various short message services.



		(2)	MMS: with the support of GPRS,
                                         pictures, voice and textural information are sent with WAP (wireless application protocol)
                                         as carrier, which ensures the real-time multimedia information transmission from mobile
                                         phone to mobile phone, mobile phone to internet or internet to mobile phone.



		(3)	Mobile network services (2G-WAP):
                                         such services as information browse, picture, music, Download Fun, WAP PUSH, interactive
                                         application and e-commerce with 2G network and wireless application protocol.



		(4)	Whole network PHS short message
                                         services: generally referring to the application services provided to users based on
                                         such information service platform as PAS, including public information services, commercial
                                         information, entertainment and chatting, etc.



		(5)	WO internet portal: the broad
                                         band customer terminal and website brand launched with individuals and households as
                                         target users, to set up a broad bank world for users through the integration of broad
                                         band applications and services.



 




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		(6)	Mobile newspaper: the information
                                         transmission platform with mobile phone as the media, which provides users with news
                                         services via mobile phone. i.e., news content of traditional media is sent to MMS mobile
                                         phones through wireless technology platform and such functions as SMS news, color pictures,
                                         animation design and WAP surfing are developed for mobile phones.



		(7)	Mobile surfing: the service sending
                                         information on network to mobile phones or other wireless communication terminals based
                                         on WAP. Through WAP, users may, at any time, use wireless communication terminal to have
                                         access to real-time information on internet or company website, to realize the wireless
                                         surfing in the real sense.



		4.	Communication network and value-added
                                         service platform



For the purpose of this Agreement,
communication network refers to the communication service infrastructure based on (mobile network, fixed network and data network)
provided by China Unicom. Value-added service platform is the service platform for one or multiple value-added services on the
communication network, including but without limitation to such functions as user's interface, SP interface, service management
and application fee calculation.


		5.	Service support system



User management and authentication,
fee calculation, settlement, business operation support system (BOSS) required for the normal operation of business.


		6.	Communication channel



Physical and logical connection
provided for the communication between users in communication systems.


		7.	Port



Interface setup for the communication
connection between value-added service platform and communication network, value-added service platform and the application server
provided by SP, including communication address and related parameters.


		8.	Data traffic



The inflow and outflow of communication
traffic through the value-added services.


		9.	Testing



The testing using certain tools
and methods to test the services provided by SP, including network connection testing, network consistency testing, function testing,
etc., to ensure the related service satisfies the requirements for opening and operation. The time required by testing or as think
necessary by Party A is the testing period.


		10.	Point of junction for equipment



The point for connecting two sets
of physical and logical equipment.


		11.	Maintenance interface



The whole service system required
for provision of services to users constitutes different parts and the maintenance responsibilities shall be undertaken by different
persons responsible. Maintenance interface is where different persons responsible divide the responsibilities in respect of technology
service and maintenance.


		12.	System maintenance



Daily maintenance, fault maintenance,
and other work required for the normal operation of service system.


 




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		13.	Gateway



It refers to the equipment providing
such functions as protocol conversion and system interconnection.


		14.	User subscription



It refers to user's confirmation
to accept service content and user's willingness to accept the services.


		15.	Upload short message



The short message sent by users
through mobile phone to Party B's SMS gateway. The fee thus accrued is the upload communication fee, which will be collected by
Party A from related users.


		16.	Downlink short message



The short message sent from Party
B's short message access number to user's mobile phone. Downlink short message includes short messages of PUSH category.


		17.	Unbalanced communication fee



The fee accrued due to unbalanced
portion of short message (number of downlink short message –number of upload short message). Unbalanced communication fee
shall be collected by Party A from Party B.


		18.	7*24 hour



Seven days a week and 24 hours
a day, without festivals, holidays or rest day.


		19.	Communication fee



The fee accrued as a result of
user or SP's occupation of China Unicom's network resources; communication fees shall be collected by Party A from users or SP,
which shall be owned by Party A.


		20.	Information service fee



Information service fee is any
fee other than communication fee, which arises from users' use of SP content and information or application services. Information
service fee may be allocated by Party A and Party B based on allocation ratio. Any fee based on Party A's fee calculation system
prior to the allocation by the two parties, which shall be collected from users will be called "total amount of information
service fee". Based on the agreement between the two parties, the information service fee paid by Party A, after deducting
certain ratio of shares and costs from the total amount of information service fee, shall be the Settlement Information Service
Fee.


		21.	Fee calculation period



The statistical period for the
total amount of Party B's information service fees in Party A's fee calculation system will generally be based on calendar month,
from zero hour of the first day of a calendar month to the 24 hour of the last day of the same calendar month.


		22.	Enterprise code



The code is the abbreviation of
"China Unicom Value-Added Service SP Enterprise Code", which is the sole label for the identification of Party B in
Party A's system.


		23.	Cooperation partner relationship
                                         management system (PRM)



The online office system set up
and maintained by Party A, which is used for the connection of Party A and Party B during business development, execution of agreements,
account-checking, information release and feedback and other daily work.


 




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		24.	Ranking



The rank arranged by Party A for
all SPs providing value-added services which are not in the support period based on one or multiple indicators such as information
service fee receipts or business volume and the sequence from high to low. If the result of total amount of SP multiplied by percentage
has fractional part, the results shall be read in round figures. As to the SP whose information service fee receipts are unable
to be determined due to account-checking, their ranking will be arranged based on Party A's data prior to account-checking.


		25.	Service support period



After Party B obtains the qualifications
for access to whole network, if certain services pass testing for the first time, during certain period from the opening of the
services for charging fees, Party A may grant certain preferential policies to Party B with regard to the ranking and exit of
such services, with a view to providing Party B with a period of time to cultivate its business. The period is called business
support period. Party A and Party B may, based on the characteristics of the value-added services they provided, choose whether
to apply the business support period and specify the two parties' rights and obligations during the business support period in
specific service appendixes. The support period for general service shall be three months and that for innovative business six
months.


		26.	Service screening



The screening of any other services
other than voice information service and Unicom wireless data services refers to Party A's cancellation of Party B's business/column
exhibited to users and preservation of user subscription relationship and fee calculation; the screening of voice information
service refers to the interim closing of service access numbers; the screening of Unicom wireless data service refers to the preservation
of user subscription relationship, with the setup of service information fee as zero.


		27.	Service withdrawal



It refers to Party A's closing
of Party B's business/column, cancellation of user's subscription relationship and termination of the fee calculation for such
business.


		28.	Withdrawal



Party A will terminate Party B's
certain type of services and will not accept Party B's application for such type of services.


		29.	Service types 



The services which may be categorized
based on their similarity in technical aspects as stipulated in Party A's service management rules, for example, "Unicom
wireless data service type"


		30.	Credit evaluation system



Such factors as user breach, SP
breach, violation and cooperation will be used to evaluate SP credit. Based on quantization, SP credit rating will be determined,
and different service development policies will be granted to SP based on the different credit ratings.


		31.	Content development



Legal technical means or scientific
methods will be used to process written words, voice, pictures, videos or content integrating the foregoing into value-added service
products which may be provided to users through the value-added service platform.


		32.	Value-added Service Authentication
                                         Center (VAC)



VAC is the abbreviation of value-added
service authentication center, which is the authentication center of China Unicom aiming at users, SPs and services for the provision
of value-added services and the use of services.


 




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		33.	Platform construction and maintenance



It refers to the software and hardware
for providing the value-added services under this Agreement and the necessary daily maintenance and fault maintenance for its
normal operation.


		34.	Market promotion



The organization and implementation
such market activities as the marketing and planning of value-added services.


		35.	Customer service



Customer service refers to necessary
services provided for the normal and reasonable use of value-added services, including but without limitation to pre-sale, interim
and after-sale services such as response to consultations, complaint handling, etc.


		36.	Refund and compensation



The amount as anticipated compensation
paid by Party A to users due to any reason on the part of Party B. The refund and compensation will be deducted from the pre-settlement
information service fees accrued as a result of Party B's services.


 




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Appendix 2 List of Breaching Acts and Breach
Punishment


 


	Section
    1	Failure
    to provide free services 	Breach
    punishment 
	1	Failure
    to make users know the specific term and conditions for users to use related services for free prior to user's use of such
    services at no costs. 	General
    breach
	2	During
    the use of free services, use technical means to link users to fee charging pages; or use technical means and violate business
    logic, to change the normal link of services, which result in user complaints. 	General
    breach
	3	Failure
    to make user know specific pricing standards prior to charging and after the expiry of the term for free use. 	Serious
    breach
	4	Failure
    to obtain user's subscription confirmation prior to charging and after the expiry of the term for free use, whereas services
    are subscribed for users 	Serious
    breach
	Section
    2	Failure
    to provide or update product content	 
	5	Failure
    to satisfy the requirements in respect of time limit and quality specified in product specifications to provide or update
    product content (once).  	Warning
    
	6	Failure
    to satisfy the requirements in respect of time limit and quality specified in product specifications to provide or update
    product content, which results in user complaint. 	General
    breach
	7	Failure
    to satisfy the requirements in respect of time limit and quality specified in product specifications to provide or update
    product content for two successive periods.	Serious
    breach
	Section
    3	Change
    to service content without authorization 	 
	8	Service
    content are adjusted to other service content after the launching of the services, e.g., news service is adjusted to be travel
    service. 	General
    breach
	9	Service
    content are altered or added to be obscene or unwholesome content after the launching of the services. 	Serious
    breach
	10	Service
    content are altered to be illegal, anti-revolutionary after the launching of the services, e.g., feudalistic, or involving
    gambling, drug, gangland, arms, hallucinogen, obscene or pornographic content or Falun Gong. 	Material
    breach
	Section
    4	Provision
    of unauthorized service content or failure to provide copyright/authorization certificate	 
	11	The
    service content provided causes private disputes due to copyright issues, but without regard to misstatement, falsification
    of copyright certificate or authorization certificate. 	Warning
	12	The
    service content provided causes legal disputes due to copyright issues, but without regard to misstatement, falsification
    of copyright certificate or authorization certificate.	General
    breach
	13	The
    service content, related copyright/authorization provided are imperfect, which results in legal dispute. 	General
    breach
	14	Violation
    of national legal provisions regarding intellectual property and provision of the content without the authorization by related
    right owners. 	Serious
    breach
	15	Violation
    of national legal provisions regarding intellectual property and provision of false or counterfeit copyright certificate or
    authorization certificates. 	Material
    breach


 




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	Section
    5	Failure
    to provide marketing resources 	 
	16	Failure
    to perform the written commitment as to marketing resources, which is made to Party A/China Unicom, and failure to communicate
    with Party A/China Unicom in advance to reach consensus as to solutions, which causes certain regional (provincial) adverse
    impact. 	General
    breach
	17	Failure
    to perform the written commitment as to marketing resources, which is made to China Unicom, and failure to communicate with
    China Unicom in advance to reach consensus as to solutions, which cause whole network adverse impact. 	Serious
    breach
	Section
    6	Sublease
    channel or code without authorization	 
	18	Sublease
    channel or code without authorization.	Serious
    breach
	Section
    7	Collection
    of fees in violation of related regulations	 
	19	Collection
    of fees for internet website business or content in violation of national laws or regulations or Party A's business standards	General
    breach
	20	Collection
    of fees for unwholesome internet website business or content in violation of national laws or regulations or Party A's business
    standards	Serious
    breach
	21	Collection
    of fees for illegal, anti-revolutionary internet website business or content in violation of national laws or regulations
    or Party A's business standards. 	Material
    breach
	Section
    8	Change
    the scope and content approved by Party A for sending information to group users without authorization 	 
	22	Change
    the scope and content approved by Party A for sending information to group users without authorization	General
    breach
	23	Change
    the scope and content approved by Party A for sending information to group users without authorization, and such information
    contains cajoling and inductive content. 	Serious
    breach
	24	Change
    the scope and content approved by Party A for sending information to group users without authorization, and such information
    is change to illegal, anti-revolutionary information, e.g. feudalistic information, or information relating to gambling, drug,
    gangland, arms, hallucinogen, obscene or pornographic content or Falun Gong.	Material
    breach
	Section
    9	Sending
    information to group users without the approval of Party A	 
	25	Sending
    group users PUSH information, short message or email without the approval of Party A, and number of complaints relating to
    users at provincial level is less than 200 per month.	General
    breach
	26	Sending
    group users PUSH information, short message or email without the approval of Party A, and number of complaints relating to
    users at provincial level is no less than 200, but no more than 500 per month	Serious
    breach
	27	Sending
    group users PUSH information, short message or email without the approval of Party A, and number of complaints relating to
    users at provincial level is no less than 500 per month	Material
    breach
	28	Sending
    group users PUSH information, short message or email without the approval of Party A, and the content contain unwholesome
    elements. 	Serious
    breach


 




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	29	Sending
    group users PUSH information, short message or email without the approval of Party A, and the content are illegal, anti-revolutionary,
    e.g., relating feudalistic elements, gambling, drug, gangland, arms, hallucinogen, obscene or pornographic content or Falun
    Gong.	Material
    breach
	Section
    10	Cajoling
    subscription and on-demand services 	 
	30	Cajoling
    users into subscribing or designating services, causing fees and user complaint. The number of cajoled users at provincial
    level is less than 20 per month. 	General
    breach
	31	Cajoling
    users into subscribing or designating services, causing fees and user complaint. The number of cajoled users at provincial
    level is no less than 20 but no more than 200 per month.	Serious
    breach
	32	Cajoling
    users into subscribing or designating services, causing fees and user complaint. The number of cajoled users at provincial
    level is more than 200 per month. 	Material
    breach
	Section
    11	Compulsory
    subscription and designation of services 	 
	33	Subscribing
    or designating services for users without authorization, however Party B has sufficient evidence to prove that such case is
    due to any reason beyond Party B's control or any subjective reason not on the part of Party B	General
    breach
	34	Using
    technical or other means to subscribe or designate services for users without authorization, which caused users to be overcharged
    or erroneously charged. And the number of involved users at provincial level is less than 20 per month. 	General
    breach
	35	Using
    technical or other means to subscribe or designate services for users without authorization, which caused users to be overcharged
    or erroneously charged. And the number of involved users at provincial level is no less than 20, but no more than 200 per
    month. 	Serious
    breach
	36	Using
    technical or other means to subscribe or designate services for users without authorization, which caused users to be overcharged
    or erroneously charged. And the number of involved users at provincial level is no less than 200 per month.	Material
    breach
	37	Using
    technical or other means to subscribe or designate services for users without authorization, which caused users to be overcharged
    or erroneously charged with vile behavior or means, and which is exposed by the media directly under the provincial government
    or investigated by competent provincial department for responsibilities. 	Serious
    breach
	38	Using
    technical or other means to subscribe or designate services for users without authorization, which caused users to be overcharged
    or erroneously charged with vile behavior or means, and which is exposed by the media directly under the central government
    or investigated by competent national department for responsibilities.	Material
    breach
	Section
    12	Causing
    group complaints	 
	39	Group
    complaints arise from single service due to Party B, and the number of complaints at provincial level is less than 200 per
    month. 	General
    breach
	40	Group
    complaints arise from single service due to Party B, and the number of complaints at provincial level is no less than 200,
    but no more than 500 per month.	Serious
    breach


 




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	41	Group
    complaints arise from single service due to Party B, and the number of complaints at provincial level is no less than 500
    per month.	Material
    breach
	Section
    13	Such
    service promotional channels as terminals violate related rules	 
	42	Setting
    up built-in services in terminals with terminal manufacturers without authorization, which is not filed in Party A's management
    system.	Serious
    breach
	43	Collecting
    fees without providing services through built-in mobile phone services, including but not limited to failure to provide users
    with services or business content after users subscribe the same; services are unavailable and downloading failed, however
    fees are deducted.  	Serious
    breach
	44	Using
    technology means to screen the charging standard message sent by China Unicom. 	Serious
    breach
	45	Using
    advertisement ally and any other channels in violation of the requirements made by other industry regulatory departments and
    China Unicom to promote value-added services. 	Serious
    breach
	46	Inducing
    users to subscribe/designate services through mobile phone built-in value-added services, including but not limited to: direct
    deduction of fees for user's first click on built-in menu; or use the menu with obscene content or inductive titles to cajole
    users into subscribing and designating services, to result in fee deductions. 	Serious
    breach
	47	Procuring
    users to subscribe/designate services by compulsory means through value-added services built in mobile phone and other terminals,
    including but not limited to terminal's automatic sending of subscription short message to result in fee deductions without
    user's knowledge and any operation. 	Material
    breach
	48	Using
    porn-related unwholesome channels to promote value-added services, including but not limited to: the inclusion of porn-related
    and unwholesome information in service promotion channels; linking service promotion channels with illegal or law-breaking
    websites; collection of fees on behalf of porn-related or unwholesome websites. 	Material
    breach
	49	Conduction
    of service promotion through other improper means/channels. 	From
    warning to suspending business for rectification
	Section
    14	Using
    Party A's materials without authorization	 
	50	Using
    Party A's name, label and other related materials without Party A/China Unicom's consent.	General
    breach
	51	Using
    Party A's name, label and other related materials without Party A/China Unicom's consent, which causes Party A to sustain
    adverse impact or loss. 	Serious
    breach
	Section
    15	Failure
    to specify related information	 
	52	Failure
    to notify users in detail of any of the following in the service charging standards in accordance with service management
    rules: Party B's company name, service name, information service fee charging standards, customer service telephone, etc (including
    the case the foregoing charging standards are not specified in fee deduction message for on demand services). 	General
    breach


 




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	53	The
    mobile information service requires user's multiple times of participation or interaction (award-giving competition or quiz)
    fails to specify the constitution of the fees for interactive services (including: upper limit of total pieces of the interactive
    services for a successful participation with the price of ** yuan/piece, upper limit of total amount of possible information
    service fees and the information excluding communication fees. 	General
    breach 
	Section
    16	Normal
    services are unavailable	 
	54	Inability
    to provide users with services or user subscription relationship is canceled due to Party B's service design or system. 	General
    breach
	55	Party
    B is unable to provide normal services at the time user designates any services. Although information service fees are not
    deducted, Party B fails to send a piece of free service prompt information as required or apply to China Unicom for service
    withdrawal.	General
    breach
	56	Users
    are unable to unsubscribe services due to Party B's service design or system. 	Serious
    breach
	Section
    17	Collecting
    fees without services	 
	57	Collecting
    fees from users without providing services	General
    breach
	Section
    18	Network
    failure	 
	58	Party
    B's system causes Party A's business platform or network to sustain major faults which affects a portion of Party A's regional
    services (provincial level) due to Party B's service system safety mechanism or service design out of Party B's ill intention
    or any reason which is not able to be ascribed to third party by Party B. 	Serious
    breach
	59	Party
    B's system causes Party A's business platform or network to sustain major faults which affects Party A's whole network services
    due to Party B's service system safety mechanism or service design out of Party B's ill intention or any reason which is not
    able to be ascribed to third party by Party B.	Material
    breach
	Section
    19	Unfair
    competition 	 
	60	Carrying
    out any unfair competition, which disrupts market order. 	Serious
    breach
	61	Carrying
    out any unfair competition, which disrupts market order, Party A's normal operation and causes Party A to sustain economic
    loss. 	Material
    breach
	Section
    20	Improper
    handling of actions or disputes	 
	62	Any
    action, arbitration or other dispute arising from or in connection with Party B's services, for which Party B fails to provide
    proper cooperation, timely feedback, reasonable solutions or refuse to provide cooperation. 	General
    breach
	63	Any
    action, arbitration or other dispute arising from or in connection with Party B's services, for which Party B fails to provide
    proper cooperation, timely feedback, reasonable solutions or refuse to provide cooperation, which results in damage to Party
    A's interests or adverse impact on Party A.	Serious
    breach
	Section
    21	Failure
    to provide customer support or the support is inadequate	 
	64	Party
    B's such information as 24-hour customer service telephone is inconsistent with that in Party A's SP service system, or such
    telephone is unavailable for connection or connected without response. 	General
    breach


 




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	65	Failure
    to provide corresponding customer services in accordance with agreement or service administration rules, prevaricating to
    or failure to respond to Party A's customer service complaint within the time limit specified in related contract.  	Serious
    breach
	Section
    22	Acts
    in violation of the administrative rules of China Unicom	 
	66	Failure
    to provide operation data, operation analysis, invoice or satisfy other requirements. 	Warning
	67	Change
    to information regarding customer service, fax, telephone and contact person without authorization is not filed in time or
    SP service, customer service or technical interface personnel is not able to be contacted due to other reasons. 	General
    breach
	68	Failure
    to satisfy related requirements to keep user consumption or use records for no less than five months. 	General
    breach
	69	Violation
    of administrative measures and confidentiality provisions of cooperation agreement.	Serious
    breach
	70	Providing
    falsified documents and qualification certificates at the time of applying for services. 	Material
    breach
	Section
    23	Party
    B's violation is especially serious 	 
	71	Adverse
    reporting by the media directly under the central government relating to Party A, which, as ascertained, causes abominable
    impact due to Party B's liabilities. 	Termination
    of cooperation 
	72	Party
    B is investigated by any public security organ, prosecutorial or judicial organ of the State and judged to take criminal liabilities.
    	Termination
    of cooperation
	Section
    24	Miscellaneous
    	 
	73	Party
    B is subject to criticism circularized by the government, competent department and social service quality inspection agency
    or any punishment. 	From
    warning to suspending business for rectification
	74	Engaging
    in any activity damaging the interests of Party A and/or users, or provide any service content damaging the interests of Party
    A and/or users. 	From
    warning to suspending business for rectification


 


Note:


		1.	Unless otherwise agreed in the Main
                                         Body, Appendix(es), or this list, the acts listed under the column of "breaches"
                                         include various breaches possible arise during value-added services; provided that some
                                         breaches will not be applicable to each type of value-added services due to technical
                                         or service feature.



		2.	"Breach grade" is divided
                                         into general, serious, material and warning, suspension of settlement, suspending business
                                         for rectification, and termination of cooperation, corresponding to the breach punishment
                                         methods specified in the Main Body of this Agreement. The division of the breach grade
                                         will, in principle, based on the seriousness of the breaches, the loss incurred or possibly
                                         incur to Party A/China Unicom or users, and the adverse impact on Party A and/or users.
                                         If breach grade fails to specify certain grade but specified the scope, for example,
                                         "from general grade to material grade", Party A may choose to apply the breach
                                         grade based on the nature of the breaches, the seriousness of the loss incurred to Party
                                         A/China Unicom or users, and the adverse impact on Party A and/or users.



 




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		3.	In addition to the application of this
                                         list, Party A may, in accordance with the Main Body of this Agreement, formulate business
                                         standards, administration measures, etc.



 




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Appendix 3 Allocation Ratio List 


 


	Service
    type	Settlement
    payment ratio Unicom: Cooperation Partner 
	Unicom
    wireless data service	20:80


 


Explanations: 


		1.	The receipts of communication fee and
                                         basic function fee for various services shall be owned by China Unicom, and will not
                                         participate into allocation.



		2.	Unbalanced communication fees shall
                                         be charged for Unicom wireless data services, and the standards shall be: (piece of downlink
                                         information –piece of uplink information)*0.05 yuan/piece.



 




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