Exhibit 4.15


 


(English Translation)


 


 


Restructuring Agreement


 


between


 


China United Telecommunications Corporation


 


and


 


Unicom New World Telecommunications
Corporation Limited


 


 


November 4, 2003


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Restructuring
  of Project Assets and Interests in China

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Representations,
  Warranties and Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Taxation

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Non-Competition

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Further
  Consents

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Mutual
  Indemnification and Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Ownership
  of Profits

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Document
  Transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Force Majeure

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  No Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Dispute
  Resolution

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Effectiveness; Miscellaneous

  	
   

  



 

















 


Restructuring Agreement


 


This Restructuring
Agreement (the “Agreement”), dated November 4, 2003, is entered into in
Beijing, the People’s Republic of China (“China” or “PRC”), by and between the
following two parties:


 


(1)           China United
Telecommunications Corporation (“Unicom Group”) Address: Huang Cheng Hotel,
No.15, Yangfangdian Road, Haidian District, Beijing, China


 


Legal Representative: Wang Jianzhou


 


(2)           Unicom New World
Telecommunications Corporation Limited (“Unicom New World”) Address: Room 1009,
10th Floor, Tower 1, No. 18, Jian Guo Men Nei Avenue, Dongcheng
District, Beijing, China


 


Legal Representative: Wang Jianzhou


 


WHEREAS:


 


(1)           Unicom Group is a duly
organized and validly existing corporation engaged in integrated
telecommunications services in accordance with PRC law.


 


(2)           Unicom New World is a
duly organized and validly existing corporation wholly owned by Unicom Group at
the time of incorporation in accordance with PRC law, established with a
registered capital of RMB2,054,769,800. It operates mobile telecommunications
services in 9 provinces (autonomous regions), namely, Shanxi, Neimenggu, Hunan,
Hainan, Yunnan, Tibet, Gansu, Qinghai and Ningxia.


 


(3)           Unicom Group intends to
inject all its equity interests in Unicom New World into China Unicom Limited
(“Unicom Red Chip Company”) through a wholly owned overseas company.


 


NOW THEREFORE, on the
basis of equality and mutual benefit, after friendly consultations, Unicom
Group and Unicom New World agree as follows:


 


1.             Definitions


 


Unless stated otherwise,
in the Agreement:


 


	
  Assets Assessment Report

  	
   

  	
  shall mean the Assets Assessment General Report for
  the Intention of Establishment of Unicom New World Telecommunications
  Corporate Limited by China United Telecommunications Corporation (Zhong Qi
  Hua Ping Bao Zi [2003]139), which is made by Zhong Qi Hua Asset Evaluation
  Company and approved by the Committee of Management of State-owned Assets
  under the State Council (Guo Zi Chan Quan Han [2003]314), with June 30,
  2004 as the assessment reference date.

  
	
   

  	
   

  	
   

  
	
  Auditor’s Report

  	
   

  	
  shall mean the financial statements and audit report
  (Pu Hua Yong Dao Te Shen Zi [2003]123) issued by PricewaterhouseCoopers Zhong
  Tian Accountants Firm for Unicom New World Telecommunications Corporation
  Limited for 2002 and the six months period ended June 30, 2003.

  
	
   

  	
   

  	
   

  
	
  Unicom Group

  	
   

  	
  China United Telecommunications Corporation

  
	
   

  	
   

  	
   

  
	
  Unicom Red Chip Company

  	
   

  	
  China Unicom Limited

  
	
   

  	
   

  	
   

  
	
  CUCL

  	
   

  	
  China Unicom Corporation Limited

  
	
   

  	
   

  	
   

  
	
  Unicom New World

  	
   

  	
  Unicom New World Telecommunications Corporation
  Limited

  



 


1

















 


	
  Unicom New World (BVI)

  	
   

  	
  Unicom New World (BVI) Limited

  
	
   

  	
   

  	
   

  
	
  Project Assets and Interests in China

  	
   

  	
  shall mean related assets, rights and liabilities
  injected by Unicom Group into Unicom New World, i.e. all assets and interests
  listed in the Assets Assessment Report, and all contracts, agreements,
  certificates, business operation information, documents and files, land use
  rights and housing ownership rights in connection with such assets and
  interests, and all interests thereof, together with all interests and income
  generated by such assets and interests since June 30, 2003.

  
	
   

  	
   

  	
   

  
	
  Listed Business

  	
   

  	
  shall mean any telecommunications business and other
  related businesses, wholly or partially owned, managed or operated directly
  or indirectly by Unicom Red Chip and/or Unicom New World at any time.

  
	
   

  	
   

  	
   

  
	
  Competing Business

  	
   

  	
  shall mean any business or activity which results or
  may result in any direct or indirect commercial competition with the Listed
  Business.

  
	
   

  	
   

  	
   

  
	
  Unassigned Contracts

  	
   

  	
  shall mean the unassigned contracts defined in
  article 2.10 under the Agreement.

  
	
   

  	
   

  	
   

  
	
  Restructuring Effective Date

  	
   

  	
  shall mean the date of incorporation of Unicom New
  World, i.e., November 4, 2003.

  



 


Unless stated
otherwise herein, “provisions” mean only those hereunder. The titles and
headings used are for convenience only and are not to be considered in
construing or interpreting the Agreement.


 


2.             Restructuring of Project Assets and
Interests in China


 


2.1           Unicom Group and Unicom
New World (collectively, the “Parties”) hereby agree to assign the Project
Assets and Interests in China to Unicom New World pursuant to the provisions
and conditions of the Agreement.


 


2.2           Pursuant to the
Restructuring, Unicom Group assigns net assets and related interests being
RMB2,054,769,800 to Unicom New World.


 


2.3           Both Parties agree and
confirm the assignment of the Project Assets and Interests in China, including
the land use rights and real estate titles to be assigned to Unicom New World
pursuant to the Restructuring.


 


Both Parties confirm such
land use rights and real estate titles have been appraised to be Unicom Group’s
investment in Unicom New World.


 


2.4           Unless otherwise provided
herein, Unicom New World shall own and control the Project Assets and Interests
in China free of any liens, security or any other third party interests, and be
responsible for related liabilities on and after the Restructuring Effective
Date.


 


2.5           Both Parties hereby
agree and confirm that Unicom Group shall undertake all the responsibilities
for any agreements, arrangements, liabilities or obligations in connection with
the following matters, while Unicom New World shall not bear any of such responsibilities:


 


2.5.1        Any rights of Unicom
Group’s employees (including the employees transferred to Unicom New World), in
connection with any of Unicom Group’s salary funds or benefits funds at any
time prior to the Restructuring Effective Date; and


 


2.5.2        Any capital contribution
agreements or arrangements made between Unicom Group and its employees prior to
the Restructuring Effective Date.


 


2

















 


2.6           Pursuant to the
Restructuring, certain employees of Unicom Group shall be transferred to Unicom
New World on the Restructuring Effective Date. Unicom Group shall permit any
such employee to occupy his or her current residence (owned by Unicom Group)
under the same conditions as before the Restructuring Effective Date until his
or her employment by Unicom New World is terminated. In the event that any such
employee decides to exercise his or her option to purchase his or her current
residence as permitted by the PRC government’s policies or regulations on
housing reform, Unicom Group shall bear all the costs or losses arising from
the sale of the residence (excluding any expenses to be paid by such employee
as required by laws or regulations).


 


2.7           For the purpose of
arranging the Restructuring pursuant to the provisions hereunder and to handle
effectively all the related existing and remaining matters, both Parties hereby
agree and confirm that all the activities in connection with the Restructuring
shall be legally binding on each Party hereto.


 


2.8           Both parties agree to
make their best efforts to complete as early as possible all the Restructuring
matters remaining after the Restructuring Effective Date. Both Parties agree to
take all actions, including, but not limited to, executing or causing others to
execute any documents, applying and obtaining any approvals, consents or
permits, and registering, listing or filing any proceeding documents, so as to
ensure the full implementation of the Restructuring. As for any related matters
not referred hereto, both parties shall consult with each other in a friendly
fashion and handle them in an appropriate manner.


 


2.9           In the event that there
is any lawsuit or arbitration, caused by any matters that happened prior to the
Restructuring Effective Date, in connection with the Project Assets and
Interests in China assigned to Unicom New World, both Parties shall participate
in such lawsuit or arbitration, exercise their rights and Unicom Group shall
undertake related responsibilities, and take all proper and reasonable actions
permitted by the court or arbitrator so as to protect the interests of both
Unicom Group and Unicom New World against such lawsuit or arbitration.


 


2.10         All existing contracts
and agreements, with Unicom Group or any of its subsidiaries as a party and in
connection with the Project Assets and Interests in China, shall be assigned to
Unicom New World on the Restructuring Effective Date.


 


For the purpose of
changing the titles of such contracts or agreements, both Parties have entered
into agreements and/or letters of consent with other participating parties.


 


In the event that some of
such contracts have not yet been agreed by certain other participating parties
to be assigned from Unicom Group to Unicom New World because of such reasons as
time or quantity (“Unassigned Contracts”), both Parties agree as follows:


 


2.10.1      Unicom Group shall hold the
Unassigned Contracts after the Restructuring Effective Date and perform, in the
name of Unicom Group, its obligations thereunder to the other participating
parties thereto, while all Unicom Group’s rights or obligations thereunder and
all the consequent profits or losses, unless otherwise specified herein, shall
belong to Unicom New World. Unicom Group agrees that it shall receive or hold
any interests thereunder, including, but not limited to, goods and money, on
behalf of Unicom New World, who is the owner of such interests. Unicom Group
shall deliver such interests to Unicom New World at Unicom New World’s
requests;


 


2.10.2      Unicom Group shall exercise
and perform, strictly under Unicom New World’s instructions from time to time,
its rights and obligations under the Unassigned Contracts, and shall not alter
or terminate any Unassigned Contracts without Unicom New World’s prior written
consent; notwithstanding the fact that Unicom Group holds the Unassigned
Contracts as a trustee of Unicom New World, the latter shall not directly claim
any rights against other participating parties thereto, unless consented by
such other participating parties;


 


2.10.3      Any reasonable expenses
incurred by Unicom Group in performing the obligations under 2.10.1 herein
shall be reimbursed by Unicom New World, excluding those arising from Unicom
Group’s negligence or fault or any other factors caused by Unicom Group;


 


2.10.4      During the time when Unicom
Group holds or performs any Unassigned Contract as a trustee


 


3

















 


of Unicom New World
pursuant to the provisions hereunder, in the event that there are any losses
incurred by Unicom New World resulting from Unicom Group’s negligence or fault
or any other factors caused by Unicom Group, prior to or after the
Restructuring Effective Date, including, but not limited to, lawsuit costs and
indemnification, Unicom Group shall make adequate, effective and timely
indemnification to Unicom New World against such loss; and


 


2.10.5      In the event that Unicom New
World needs Unicom Group to exercise, in the latter’s name, its rights under
any Unassigned Contract, including filing lawsuits or arbitration or taking other
necessary actions, Unicom Group should assist Unicom New World by so doing in
exercising such rights.


 


2.11         Each Party agrees to bear
its own expenses hereunder, unless specified otherwise herein.


 


3.             Representations, Warranties and Covenants


 


3.1           Each Party hereto makes
to the other Party the following representations, warranties and covenants:


 


3.1.1        It is an independent legal
person organized under PRC law. It has its valid business license and full
rights to operate within the business scope described in the license;


 


3.1.2        It has the full legal
rights, power and authorization to execute this Agreement and perform its
responsibilities and obligations hereunder; and


 


3.1.3        No provision hereunder
violates any of its organizational documents, PRC laws and regulations, and any
third-party agreements.


 


3.2           Unicom Group makes to
Unicom New World the following representations, warranties and covenants:


 


3.2.1        Unicom Group is the
legitimate owner of the Project Assets and Interests in China, upon which
Unicom Group has no lien, security, debts or other third-party interests
(except for those disclosed in the Assets Assessment Report and the Auditor’s
Report);


 


3.2.2        Unicom Group agrees to
execute this Agreement and perform its responsibilities and obligations hereunder,
including, but not limited to, the assignment of the Project Assets and
Interests in China to Unicom New World; such assignment does not violate any of
Unicom Group’s organizational documents, agreements or contracts of which
Unicom Group is a participating party, and applicable laws and regulations;


 


3.2.3        Unicom Group has taken all
necessary actions, including, but not limited to, executing agreements,
adopting resolutions, filing and obtaining approvals, and has acquired all the
necessary approvals from the state government, provincial and municipal
governments and relevant supervisory authorities for the purpose of effectively
assigning the Project Assets and Interests in China to Unicom New World;


 


3.2.4        The Auditor’s Report
truthfully and impartially reflects the aggregate profits and net assets
injected into Unicom New World’s Asset Injection Project for fiscal year as of
December 31, 2002 and the six months period ended June 30, 2003. The
Auditor’s Report fully provides and discloses all obligations (notwithstanding
whether they are existing or not, indirect or disputable, including financial
lease undertaking obligations, pension obligations), and all outstanding
capital undertaking and all bad and non-performing debts.


 


3.2.5        Since the Assessment
Reference Date, Unicom Group has been managing in a proper manner all the
assets and liabilities in connection with the Project Assets and Interests in
China and operating in a proper manner all the related business, and there has
been no material adverse changes in the content and value of such assets and
liabilities;


 


3.2.6        Except for the liabilities
in connection with the Project Assets and Interests in China which have been
disclosed in the Assets Assessment Report and the Auditor’s Report and the
debts generated in the regular business operation after the Assessment
Reference Date as stated in the Auditor’s Report, Unicom New World has no other
actual, liquid or contingent debt,


 


4

















 


including any guaranteed
debt, or liability to undertake;


 


3.2.7        Unicom Group handles the
Project Assets and Interests in China and operates all the related business in
accordance with all applicable PRC laws and regulations, and has taken no
illegal actions that may bring Unicom New World any material loss;


 


3.2.8        Unicom Group has not
violated any provisions of any material contracts or agreements related to the
Project Assets and Interests in China injected into Unicom New World;


 


3.2.9        The operation of the
Project Assets and Interests in China has not been affected or interrupted by
any shortage of facilities or resources, such as electricity, or any other
factors;


 


3.2.10      Unicom Group has not
violated any third party’s patents, copyrights, trademarks, titles or other registered
or unregistered industrial or intellectual copyrights. Unicom Group shall bear
the responsibility for indemnification in the event of any claims arising from
Unicom New World’s use of the Chinese and English names of “Unicom”;


 


3.2.11      As of the execution date of
this Agreement, Unicom Group and its subsidiaries have not engaged in any
Competing Business in any manner in China (including, but not limited to,
proprietorship, equity or cooperative joint venture, or directly or indirectly
possessing other companies’ shares or other interests, unless via China Unicom
Corporation Limited (“CUCL”) and Unicom New World), except for the existing
Competing Business stipulated in the prospectus of Unicom Red Chip Company
issued on June 30, 2000;


 


3.2.12      There is no material
ongoing, pending or threatened lawsuit, arbitration or other legal proceeding
related to Unicom Group (whether as a plaintiff, defendant or any other
identity) and in connection with the Project Assets and Interests in China
injected into Unicom New World by Unicom Group, nor any claim or fact of
material importance to the Restructuring that may result in any claim which may
have a material impact on Unicom New World’s operations or financial
conditions;


 


3.2.13      After the Restructuring Effective
Date, all existing or future business licenses, consents, permits and approvals
(including Unicom Group’s licenses for telecommunications business) obtained
from the Ministry of Information Industry and other state telecommunications
authorities and other government authorities, other allocated and/or acquired
resources (including but not limited to such resources as spectra, frequencies,
numbers, trademarks and titles) related to Unicom New World’s Listed Business
are also applicable to Unicom New World. Unicom Group shall obtain in
accordance with law, continue to hold, retain and renew such business licenses,
consents, permits and approvals and other resources for the sole benefit of
Unicom New World’s Listed Business, and shall not conduct any action or
inaction which may adversely affect the legality, validity and continuity of
such business licenses, consents, permits and approvals and other resources or
which may impair Unicom New World’s ability in operating Listed Business in
accordance with PRC laws and regulations. Unicom Group shall take all action or
inaction to obtain, maintain, retain, renew or extend such business licenses,
consents, permits and approvals, and for the legality, validity and continuity
of such business licenses, consents, permits and approvals and other resources
and the ability of Unicom New World in operating Listed Business in accordance
with PRC laws and regulations;


 


3.2.14      To meet the operating needs
of Unicom New World’s Listed Business, Unicom Group shall arrange to allow
Unicom New World to participate in its existing or future roaming and
settlement arrangements set up with third parties in accordance with industry
rules;


 


3.2.15      After the Restructuring
Effective Date, (i) Unicom Group shall have the obligation to assist Unicom New
World in obtaining the real estate title certificates in connection with the
Project Assets and Interests in China. In the event that Unicom New World fails
to acquire such certificates for any reasons, Unicom Group shall indemnify Unicom
New World for all resulting losses, indemnities, payments, fees, expenses, or
claims; and (ii) Unicom Group shall provide Unicom New World, other than the
Project Assets and Interests in China, certain other assets and related
services (including but not limited to those ensuring the continuous use by


 


5

















 


Unicom New World of any
premises owned by Unicom Group for which documentation of its relevant rights
has not yet obtained, for three years after the Restructuring Effective Date).
Unicom Group has the full legal rights, power and authorization to make such
arrangements. In the event that there is any dispute regarding the usage by
Unicom New World or its branches/subsidiaries of such assets or the related services
that has resulted in the failure of Unicom New World or its
branches/subsidiaries in exercising their relevant rights or caused damages to
Unicom New World or its branches/subsidiaries, Unicom Group agrees to indemnify
Unicom New World or its branches/subsidiaries for all consequent losses,
indemnities, payments, fees, expenses, or claims;


 


3.2.16      Should Unicom New World deem
it necessary, Unicom Group shall continue to provide financial support to
Unicom New World; and


 


3.2.17      Unicom Group shall, at
Unicom New World’s request from time to time, make available to Unicom New
World or its branches/subsidiaries certain of its own assets and assets of
which use rights have been obtained from certain third parties (including
premises and related facilities). In the event that there is any dispute for
any reason and under any circumstance regarding Unicom Group’s property rights
or use rights of such assets that has resulted in Unicom New World’s failure in
exercising its relevant rights or resulted in damages to Unicom New World,
Unicom Group agrees to indemnify Unicom New World for all resulting claims.


 


3.3           All representations,
warranties and covenants herein are separate and independent, and not subject
to any other provisions or contents herein, unless stipulated otherwise herein.


 


3.4           In the event that
Unicom New World finds Unicom Group has defaulted on any representations,
warranties or covenants herein, Unicom New World shall be entitled to claim an
indemnity against Unicom Group; Unicom Group agrees to indemnify Unicom New
World, within thirty (30) days after it receives a notice for indemnity from
Unicom New World, for all direct and indirect losses, fees or liabilities
arising from such default by Unicom Group.


 


4.             Taxation


 


4.1          “Taxes” stipulated in
Section 4.2 herein means all the taxes collected by or paid to state,
provincial and local government authorities, including, but not limited to,
taxation on gross or net profit, income, sales, acquisitions, patents and other
intellectual property rights, tangible or intangible assets, chattel or estate
(including sales, assignments, bestowal, disposals, possession, usage or
occupancy of such), including, but not limited to, income tax, sales tax,
value-added tax, consumption tax, tariff, stamp duty, deductions and
withholding tax, and also include the following:


 


4.1.1        Any tax collected or paid
based on contractual packages or in other similar methods;


 


4.1.2        Any additional or
double-levied tax, whether such tax results from the deficiency of the previously
collected or paid tax or the tax credits generated by previously collected or
paid tax are unjustifiable or illegitimate; and


 


4.1.3        Any penalties, interest,
delinquency charges or any other payables, but not including any tax to be paid
which has been listed in financial statements.


 


4.2           Unicom Group will
assume the following:


 


4.2.1        All taxes generated by the
operation of the Project Assets and Interests in China, or any other assets
assigned to Unicom New World, prior to the Restructuring Effective Date,
whether such taxes are levied or payable before or after the Restructuring
Effective Date; and


 


4.2.2        All taxes generated prior
to or after the Restructuring Effective Date by assets, rights, debts or
obligations (and the relevant operations) owned but not stipulated in the
Assets Assessment Report and the Auditor’s Report.


 


4.3           Unicom Group agrees to
indemnify Unicom New World as follows:


 


6

















 


All taxes
stipulated in Section 4.2 above and their related claims, lawsuits,
losses, indemnities, payments, fees or expenses, including, but not limited to,
all payments, fees and expenses arising from or associated with enforcements of
judgments or settlements of such claims or lawsuits.


 


5.             Non-Competition


 


Unicom Group
hereby covenants to Unicom New World that, once the shares of Unicom Red Chip
Company are listed, Unicom Group, as a controlling shareholder of Unicom Red
Chip Company and the coordinator of other controlling shareholders in
accordance with laws or listing rules of such listing place, shall not engage
or participate in, and shall prevent its subsidiaries from engaging or
participating in, any Competing Business in China, except for the existing
Competing Business or cellular telephony services based on CDMA technology, in
any form (including, but not limited to, proprietorship, equity or cooperation
joint venture, or directly or indirectly possessing other companies’ shares or
interests, unless via Unicom Operating Company and/or Unicom New World). In the
event that Unicom Group and/or any of its subsidiaries engages or participates
in, at any time and in any place within China, operations or activities that
have become a Competing Business, except for the existing Competing Business or
cellular telephony services base on CDMA technology, Unicom Group shall
terminate and/or cause its subsidiaries to terminate the engagement,
participation, management and operation of such Competing Business.


 


6.             Further Consents


 


6.1           After Unicom Group has
assigned all of its shares in Unicom New World to Unicom New World (BVI)
Limited (“New World BVI”), Unicom New World shall then become a wholly owned
foreign proprietorship company of New World BVI, and this agreement shall
remain binding on Unicom Group and Unicom New World.


 


6.2           If Unicom Red Chip
Company needs to further restructure Unicom Operating Company and Unicom New
World, then this Agreement shall be binding on such company which shall be a
successor to the assets, interests and businesses of Unicom New World.
Representations, warranties and covenants made by Unicom Group to Unicom New
World shall be deemed to be made to such company which shall be a successor to
the assets, interests and businesses of Unicom New World.


 


7.             Mutual Indemnification and Guarantee


 


7.1           Except for liabilities
specified in the Assets Assessment Report and the Auditor’s Report to be borne
by Unicom New World, Unicom Group shall bear all the liabilities (including
contingent liabilities) related to the Project Assets and Interests in China
and other assigned assets and interests and all the indemnities arising from
the Restructuring. Unicom New World assumes no responsibilities, rights or
interests related to other assets, rights and liabilities (including contingent
liabilities) owned by Unicom Group pursuant to the Restructuring.


 


7.2           Unicom Group agrees to
make unlimited indemnities to Unicom New World as follows:


 


7.2.1        Any claims (excluding
those related to taxation) of Unicom New World arising from or related to (i)
the failure to disclose certain assets or liabilities in the financial
statements prior to the Restructuring Effective Date or (ii) assets and
liabilities retained or held by Unicom Group;


 


7.2.2        Any claims arising from or
related to Unicom Group’s negligence or mismanagement in respect of the Project
Assets and Interests in China prior to the execution date of this Agreement
(unless any such claim is specified in the Assets Assessment Report); and


 


7.2.3        At any time:


 


(a)           Any claims arising from
Unicom Group’s failure to inject any related assets or liabilities into Unicom
New World pursuant to the Restructuring and this Agreement; and


 


(b)           Any claims arising from
Unicom Group’s breach of any provision hereunder.


 


7

















 


7.3           Unicom New World agrees
to indemnify Unicom Group for any claim arising from Unicom New World’s breach
of any provision hereunder.


 


7.4           Claims specified in
Sections 7.2 and 7.3 above include but are not limited to all payments, fees
and expenses generated in or related to the handling of such claims or the
enforcement of judgments or decisions thereof. However, any lawsuits, claims,
payments, fees and expenses resulting from or relating to the deliberate breach
of this Agreement, fraud or negligence by the party claiming such indemnity are
not included hereunder.


 


7.5           Any indemnity claim
from any Party hereto should be presented in written form and with a
description of the facts and status of the claim in reasonable detail.


 


7.6           Unicom Group hereby
agrees to forward to Unicom New World any payment that belongs to Unicom New
World after the Restructuring Effective Date within seven (7) days after Unicom
Group receives such payment from any third party.


 


7.7           Pursuant
to the Restructuring, some of Unicom Group’s employees shall be transferred to
Unicom New World together with various social securities attached thereto.
Unicom New World shall sign an employment contract with each of such employees
as required by law, and provide such employee with all required benefits such
as social security, medical insurance and retirement plans in accordance with
the applicable PRC laws. Unicom Group agrees that Unicom New World shall not be
responsible for any liabilities incurred in the period of such employee’s
employment in Unicom Group. Unicom Group shall indemnify Unicom New World in
the event that such liabilities result in Unicom New World’s loss.


 


8.             Ownership of Profits


 


Both Parties
hereby agree that, after the Restructuring Effective Date, profits generated by
businesses related to the Project Assets and Interests in China shall belong to
Unicom New World.


 


9.             Document Transfer


 


Unicom Group shall
transfer to Unicom New World the originals of all the contracts, deeds,
agreements, letters of undertaking, letters of guarantee, insurance policies
and all other relevant documents related to the Project Assets and Interests in
China.


 


10.          Force
Majeure


 


Should an
unforeseeable, unavoidable and uncontrollable event of force majeure cause
either Party hereto to be unable to perform its obligations hereunder, such
party shall inform the other party of the situation, and provide within 15 days
the relevant detailed information and a document discussing the reasons for the
total inability or partial inability or necessary delay in continuing to
perform the obligations hereunder. Both Parties shall consequently consult with
each other in consideration of the degree such event of force majeure has
affected the performance of such obligations so as to decide whether to
terminate or partially relieve or delay the performance of such obligations.


 


11.          Confidentiality


 


Unless required
otherwise by law or by supervisory authorities or for the purpose of
acquisition, each party hereto shall not provide or disclose, without written
permission from the other party, to any company, enterprise, organization or
individual any information and materials regarding the other party.


 


12.          No Waiver


 


Unless required
otherwise by law, any party’s failure or delay in exercising any of its rights,
power or privileges hereunder shall not be construed as any waiver of such
rights, power or privileges. Any partial exercising of such rights, power or
privileges shall not impair any further exercising of such rights, power or
privileges.


 


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13.          Notices


 


Notices given in
connection with this Agreement shall be transmitted in written form by hand
delivery, facsimile or mail. If hand-delivered, it shall be deemed effectively
delivered on the date it is actually delivered to the other Party. If sent by
facsimile, it shall be deemed effectively delivered at the time the
transmission report indicates that the message was completely transmitted. If
sent by mail, it shall be deemed effectively delivered three business days
(postponed automatically for public holidays) after the date of mailing. Any
notice shall become effective upon delivery.


 


The Parties’
addresses are as follows:


 


	
  China United Telecommunications Corporation

  	
   

  	
  Unicom
  New World Telecommunication Corporation Limited

  
	
   

  	
   

  	
   

  
	
  Contact
  Person: Yi Yongji

  	
   

  	
  Contact
  Person: Song Xiaoxi

  
	
   

  	
   

  	
   

  
	
  Address:
  Room 1167, 11/F, No. 133A, Xidan North Street, Xicheng District, Beijing,
  China

  	
   

  	
  Address:
  828, 8th Floor, No. 133A, Xidan North Avenue, Xicheng District,
  Beijing, China

  
	
   

  	
   

  	
   

  
	
  Postal
  code:100032

  	
   

  	
  Postal
  code:100032

  



 


14.          Governing
Law


 


This Agreement and
its interpretation and enforcement shall be governed by the laws of the
People’s Republic of China.


 


15.          Dispute Resolution


 


In the event that
there is any dispute regarding the effectiveness, interpretation or performance
of this Agreement, both Parties hereto shall first endeavor to resolve such
dispute through friendly consultations. In the event that such dispute fails to
be resolved within thirty (30) days after its occurrence, any Party may bring
up a suit to a PRC Court in a relevant jurisdiction.


 


16.          Effectiveness; Miscellaneous


 


16.1         This Agreement shall
become effective immediately after being executed and sealed by both Party’s
legal representatives or their authorized persons.


 


16.2         This Agreement is
severable. In the event that any provision hereof is determined to be unlawful
or unenforceable, it shall not affect the effectiveness and enforcement of the
other provisions hereof.


 


16.3         If mutually agreed upon,
any amendments or supplements to this Agreement and related appendices may be
made by both Parties and shall become effective after being executed and sealed
by both Parties’ legal representatives or their authorized persons.


 


16.4         Each Party shall not
transfer any of its rights and obligations hereunder to any third party without
the written consent of the other party.


 


16.5         This agreement shall be
executed by the Parties hereto in six (6) original counterparts. Each of the
originals is equally effective.


 


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Signature page follows:


 


 


China United Telecommunications
Corporation  (corporate seal)


 


 


	
  By:

  	
  /s/ Wang Jianzhou

  	
   

  
	
     (The signature of legal
  representative or authorized representative)

  



 


 


Unicom New World Telecommunications
Corporation Limited  (corporate seal)


 


 


	
  By:

  	
  /s/ Tong Jilu

  	
   

  
	
     (The signature of legal
  representative or authorized representative)

  



 


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