Exhibit
4.23


 


 


Transfer
Agreement


 


with
respect to the Comprehensive Operator Services Agreement


 


between


 


China
Unicom Corporation Limited


 


Unicom
New Century Telecommunications Corporation


 


Unicom
New World Telecommunication Corporation


 


and


 


China
United Telecommunications Corporation Limited


 


 


November 20,
2003


 

















 


	
   

  	
   

  	
  THIS AGREEMENT is
  hereby entered into on November 20, 2003, in Beijing, People’s Republic
  of China by and between:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Transferor:

  	
   

  	
  China Unicom Telecommunications Corporation Limited
  (“Unicom A Share Company”)

  
	
   

  	
   

  	
   

  	
   

  	
  Address: 88
  Century Boulevard, Jinmao Tower, 40th Floor, Shanghai

  
	
   

  	
   

  	
   

  	
   

  	
  Legal
  Representative: Wang Jianzhou

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Transferees:

  	
   

  	
  China Unicom Corporation Limited (“CUCL”)

  
	
   

  	
   

  	
   

  	
   

  	
  Address: 18 Jianguomenneidajie, Hengji Center, Tower
  One, 12th Floor, Beijing

  
	
   

  	
   

  	
   

  	
   

  	
  Legal Representative: Wang Jianzhou

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Unicom New Century Telecommunications Corporation
  (“Unicom New Century”)

  
	
   

  	
   

  	
   

  	
   

  	
  Address: 18 Jianguomenneidajie, Hengji Center, Tower
  One, 10th Floor, Suite 1012, Beijing

  
	
   

  	
   

  	
   

  	
   

  	
  Legal Representative: Wang Jianzhou

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Unicom New World Telecommunications Corporation
  (“Unicom New World”)

  
	
   

  	
   

  	
   

  	
   

  	
  Address: 18 Jianguomenneidajie, Hengji Center, Tower
  One, 10th Floor, Suite 1009, Beijing

  
	
   

  	
   

  	
   

  	
   

  	
  Legal Representative: Wang Jianzhou

  



 


WHEREAS:


 


(1)                                  China
United Telecommunications Corporation (“Unicom Group”), a limited liability
company duly incorporated and validly existing in China and engaging in
integrated telecommunications business, is the controlling shareholder of
Unicom A Share Company;


 


(2)                                  Unicom
A Share Company, a limited liability company duly incorporated and validly
existing in China, has had its common stock listed on the Shanghai Stock
Exchange since October 9, 2002, with Unicom Group holding 74.6017% of its
total shares;


 


(3)                                  CUCL,
a wholly owned subsidiary of China Unicom Limited (“Unicom Red-Chip Company”)
engages in the following businesses: domestic and international long-distance
telecommunications; mobile telecommunications service in Beijing, Tianjin,
Hebei, Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shangdong, Hubei
and Guangdong (collectively the “12 Provinces and Municipalities”); wireless
beep-paging; internet and IP call; technical advice and service;


 


3

















 


Unicom
New Century, a wholly owned subsidiary of Unicom Red-Chip Company engaging in
integrated telecommunications service, with the approval of the document of
Xin-bu-dian-han [2002] No. 299 formulated by the Ministry of Information
Industry of PRC (“MII”) has been authorized by Unicom Group to operate mobile
telecommunications business in Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi,
Henan, Heilongjiang, Jilin and Jiangxi (collectively the “9A Regions”);


 


(4)                                  Unicom
New World, a limited liability company engaging in integrated
telecommunications service, was established by Unicom Group on November 4,
2003, and is wholly owned by Unicom Group. Unicom Group has contributed its GSM
mobile service assets (the “GSM Assets”) in Shanxi, Neimenggu, Hunan, Hainan,
Yunnan, Tibet (no GSM Assets), Gansu, Qinghai and Ningxia (collectively “the 9B
Regions”) into Unicom New World, which, with the approval of the document of
Xin-bu-dian-han [2003] No. 443 formulated by MII, has been authorized to
provide mobile service in the 9B Regions;


 


(5)                                  Unicom
Group and Unicom A Share Company signed a memorandum on August 12, 2002,
on the transaction matters, after the stock offering of Unicom A Share Company,
between Unicom Group or its subsidiaries (excluding Unicom A Share Company and
any subsidiaries controlled by Unicom A Share Company) and Unicom Red-Chip
Company, indirectly controlled by Unicom A Share Company, and its subsidiaries;


 


(6)                                  Unicom
Group, through its wholly owned overseas subsidiaries, is to transfer all the
stock equity of Unicom New World to Unicom Red-Chip Company (the “Assets
Injection Project”). After the completion of the Assets Injection Project,
Unicom New World shall be one of the subsidiaries of Unicom Red-Chip Company
operating domestic telecommunications business;


 


(7)                                  Guoxin
Paging Corporation Limited (“Guoxin Paging”), a limited liability company duly
incorporated and validly existing in China, has its stock equities entirely
held by CUCL. Pursuant to a transfer agreement entered into by Guoxin Paging,
CUCL and Unicom New Century regarding the assets of 1001 phone code resource,
Guoxin Paging shall engage in customer service business by means of the 1001
phone code resource within the areas where Unicom Red-Chip Company provides
mobile telecommunications service;


 


(8)                                  Unicom
Group, through its holding company, Unicom A Share Company, is to
counterpurchase all the stock equities of Guoxin Paging from CUCL (the “Paging
Counterpurchase Project”); and


 


(9)                                  the
Comprehensive Operator Services Agreement (the “Services Agreement”) was
entered into on November 20, 2003, by Unicom Group, Guoxin Paging and
Unicom A Share Company.


 


NOW THEREFORE, for
the purpose of the Paging Counterpurchasing Project and the Assets Injection
Project, on the ground of equality and mutual benefits and through friendly
consultations, the parties hereto reach this Agreement as follows:


 


4

















 


1.                                       Subject
to the satisfaction of the conditions set forth in Section 6 herein under
which this Agreement becomes effective, the Transferor hereby agrees to
transfer all the rights and obligations set out in the Services Agreement and
the annexes thereto to the Transferees, who shall accept such rights and
obligations respectively in their own areas of mobile telecommunications
service (namely, CUCL in the 12 Provinces and Municipalities, Unicom New
Century in the 9A Regions and Unicom New World in the 9B Regions).


 


2.                                       Once
such rights and obligations under the Services Agreement and the annexes
thereto have been transferred to each of the Transferees, the Transferees shall
immediately succeed to such rights and obligations while the Transferor shall
immediately terminate such rights and obligations.


 


3.                                       The
Transferor acknowledges that, pursuant to Section 7 in the Services
Agreement, Unicom Group has irrevocably agreed to have the Transferor assign
the Transferor’s rights and obligations under the Services Agreement and the
annexes thereto to the subsidiaries of Unicom Red-Chip Company operating
domestic telecommunications business, and that no other consents of Unicom
Group shall be required for such assignment.


 


4.                                       Each
party hereto warrants to have its own full rights, power and ability to execute
and perform this Agreement, which shall become a legal, effective and binding
obligation to each party hereto upon execution.


 


5.                                       The
Transferees agree to enjoy and perform on the ground of the clauses and
conditions under the Services Agreement all the Transferor’s rights and obligations
thereunder in the past or in the future within the effective term of the
Services Agreement.


 


6.                                       Effectiveness
of this Agreement:


 


Subject
to the satisfaction of the following conditions, this Agreement shall become
effective simultaneously with the Services Agreement:


 


6.1                                 In
accordance with the applicable laws, regulations and listing rules, a general
meeting of the shareholders of Unicom Red-Chip Company approves the Transferor
to transfer all its rights and obligations under the Services Agreement to the
Transferees; and


6.2                                 The
conditions set forth in Section 8 of the Services Agreement have been
satisfied.


 


7.                                       Force
Majeure


 


In the
event that any party hereto is prevented from performing any of its obligations
under this Agreement and the annexes hereto as a consequence of any Force
Majeure events, which are unforeseeable and the occurrence and results of which
are unavoidable, such party shall notify the other party without delay, and
within 15 days thereafter provide detailed


 


5

















 


information
concerning such events and certification concerning the reasons for its
inability to perform all or part of, or for deferring the performance of, the
obligations under this Agreement and the annexes hereto. The parties hereto
shall, through consultations, decide whether to terminate this Agreement or to
partly exempt the performance of or to defer the performance of the obligation
according to the extent to which the performance of this Agreement is affected
by such Force Majeure event.


 


8.                                       Confidentiality


 


Except
to the extent that disclosure is required by law or by the rules of the
relevant supervisory authorities, or for the purpose of information disclosure
submitted to the Shanghai Stock Exchange by the Transferor or to the Hong Kong
Stock Exchange by Unicom Red-Chip Company, no party hereto shall, without the
other party’s written consent, provide or disclose to any company, enterprise,
organization or individual any data or information relating to the other
party’s businesses.


 


9.                                       Non-waiver


 


Unless
otherwise required by law, any party’s failure or delay to exercise any right,
power or privilege shall not be deemed as a waiver of them, and any partial
exercise of any right, power or privilege shall not preclude the exercise of
such right, power or privilege in the future.


 


10.                                 Notice


 


All
notices relating to this Agreement shall be in writing and may be delivered
either by special messenger, fax or mail. Notices delivered by messenger shall
be deemed served upon their handover; notices delivered by fax shall be deemed
served when the sent signal appears on the sender’s fax machine; notices
delivered by mail shall be deemed served on the third working day (extension is
allowed for any statutory holiday) after the date of sending. Any notice shall
immediately come into force upon being served.


 


The mailing addresses of the parties hereto are as
follows:


 


China United Telecommunications
Corporation Limited


 


Attention: Zhao Yilei


Address:   88
Century Boulevard, Jinmao Tower, 40th Floor, Shanghai


Zipcode:  
200121


 


China Unicom Corporation


 


Attention: Yang Xiaowei


Address:   A133
Xidanbeidajie, 10th Floor, Suite 1029, Xicheng District, Beijing


Zipcode:  
10032


 


6

















 


Unicom New Century Telecommunications Corporation


 


Attention:
Jia Yongzeng


Address:   A133
Xidanbeidajie, 9th Floor, Suite 976, Xicheng District, Beijing


Zipcode:   10032


 


Unicom New World Telecommunications Corporation


Attention:
Song Xiaoxi


Address:   A133
Xidanbeidajie, 8th Floor, Suite 828, Xicheng District, Beijing


Zipcode:   10032


 


11.                                 Applicable
Law


 


This Agreement shall be governed by the PRC law, and
interpreted and implemented in accordance with the PRC law.


 


12.                                 Dispute
Settlement


 


The
parties hereto shall primarily endeavor to resolve any dispute with respect to
the validity, interpretation or performance of this Agreement through friendly
consultation. In the event that a resolution fails to be reached by the parties
hereto within 30 days after the occurrence of the dispute, any party may submit
the dispute for litigation to a people’s court that has jurisdiction.


 


13.                                 Miscellaneous


 


13.1                           Upon
unanimous agreement the parties hereto may amend or supplement this Agreement
and its annexes, and all the amendments or supplements shall become effective
upon written execution by the signatures of the legal representatives of the
parties hereto or its duly authorized representatives and by the corporate
seals of the parties hereto.


 


13.2                           This
Agreement is severable, and the invalidity or non-enforcement of any provision
of this Agreement and its annexes shall not affect the validity and enforcement
of any other provision hereof.


 


13.3                           This
Agreement has eight originals with each having equal legal effect and each
party hereto holding two of them.


 


7

















 


Signature page


 


 


	
  China United Telecommunications
  Corporation Limited (Corporate Seal)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Sun Qian

  	
   

  
	
  (Legal Representative
  or Authorized Representative)

  
	
   

  	
   

  
	
   

  	
   

  
	
  China Unicom Corporation (Corporate
  Seal)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Tong Jilu

  	
   

  
	
  (Legal Representative
  or Authorized Representative)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Unicom New Century
  Telecommunications Corporation (Corporate Seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Tong Jilu

  	
   

  
	
  (Legal Representative
  or Authorized Representative)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Unicom New World Telecommunications
  Corporation (Corporate Seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Tong Jilu

  	
   

  
	
  (Legal Representative
  or Authorized Representative)

  



 


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