Exhibit
4.24


 


 


(English
Translation)


 


 


21
June 2002


 


 


CHINA
UNICOM LIMITED


 


 


and


 


 


William
Lo Wing Yan


 


 












 


SERVICE
AGREEMENT


 












 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Conditions Precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Term of Employment

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Duties

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Remuneration

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Holidays

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Confidential Information

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Non-Solicitation

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Non-Competition

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Return of Papers

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Effect of Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Termination of Employment

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Takeover

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Other Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  The Articles

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Language

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Governing Law

  	
   

  



 

















 


THIS AGREEMENT is entered into on 21 June 2002 by
and between:


 


CHINA UNICOM LIMITED whose registered office is at 75th
Floor, 99 Queen’s Road Central, Hong Kong (the Company); and


 


WILLIAM LO WING YAN of Room A, 18th Floor,
Monterey Court, No. 47 Bai Jian Shi Road, Hong Kong (the Employee).


 


IT IS AGREED as follows:


 


1.             Definitions and
Interpretation


 


1.1           In this Agreement:


 


Articles means the articles of association of the
Company for the time being in force.


 


Board means the board of directors of the
Company or a duly constituted committee of the board of directors.


 


Companies Ordinance means the Companies Ordinance (Chapter
32 of the Laws of Hong Kong).


 


Listing Rules means the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited.


 


NYSE means the New York Stock Exchange.


 


PRC means the People’s Republic of China.


 


Stock Exchange means the Stock Exchange of Hong Kong
Limited.


 


Subsidiary means any company which is from time to
time a subsidiary of the Company (as defined in section 2 of the Companies
Ordinance).


 


1.2           In this Agreement:


 


(a)           a word in the singular includes the plural and
vice-versa;


 


(b)           a party is a party to this Agreement and shall include
its successor or permitted transferee;


 


(c)           no provision shall be taken as preventing this
Agreement from being extended, modified, changed or supplemented from time to
time;


 


(d)           all references to laws and regulations are to those
laws and regulations as amended, supplemented or otherwise modified from time
to time; and


 


(e)           all headings are used for ease of reference and shall
have no effect on the interpretation of this Agreement.


 


2.             Conditions
Precedent


 


2.1           The Employee makes the
following warranties to the Company, and confirms that the Company will not
sign this Agreement unless the Employee has satisfied the following conditions:


 


2.1.1        The Employee shall be
qualified, pursuant to the Companies Ordinance and the Listing


 


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Rules, for the position of director of a listing
company; and


 


2.1.2        The Employee has never,
according to the relevant laws and regulations, been prohibited to be a
director of any company.


 


2.2           The
resolution of the Board authorizes the Employee to assume the responsibility of
a director.


 


3.             Term of Employment


 


3.1           The
Company shall appoint and employ the Employee as its executive director and
vice-president.


 


3.2           The
term of employment shall take effect on 8 July 2002 (“Employment Date”)
until the termination of the relevant provisions under this Agreement.


 


3.3           There
is a six-month probation starting from the Employment Date (“Probation”).


 


4.             Duties


 


4.1           The Employee’s normal place of work shall
be in the PRC including Hong Kong, or at such other places as the Company may
from time to time determine.


 


4.2           The Employee hereby undertakes to the
Company that during his employment, he:


 


(a)           shall report
directly to the Company and the Board, and give to the Board such information
regarding the affairs of the Company as the Board may require and at all times
conform to the reasonable and lawful directions of the Board;


 


(b)           shall faithfully
and diligently perform in respect of the Company such duties and exercise such
powers as may be reasonably assigned to or vested in him from time to time by
the executives and the Board;


 


(c)           shall comply with all rules and
regulations of the Company from time to time concerning its executives and
directors;


 


(d)           shall devote his full time and attention
to the business of the Company (except in case of incapacity through illness or
accident, in which case he shall forthwith notify the secretary of the Board of
such incapacity and shall provide evidence of such incapacity as may be
required by the Board) and use his best efforts and exercise the best of his skill
and ability to develop and extend the business of the Company, promote the
interests of the Company and carry out his duties in a proper, loyal and
efficient manner;


 


(e)           shall travel to such places within and
outside of the PRC at such times as the Company may from time to time
reasonably require, provided that the Company gives reasonable prior notice;


 


(f)            shall observe and comply with the
following, as the same may be amended, supplemented or otherwise modified from
time to time:


 


(i)            the Articles;


 


(ii)           all relevant and
applicable PRC laws and regulations;


 


(iii)          all relevant and
applicable Hong Kong laws and regulations including, but not limited to:


 


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(A)    the Listing Rules, including the listing agreement
between the Stock Exchange and the Company;


 


(B)    the Hong Kong Codes on Takeovers and Mergers and Share
Repurchases;


 


(C)    the Securities (disclosure of interests) Ordinance;


 


(D)    the Model Code for Securities Transactions by
Directors of Listed Companies;


 


(iv)          all relevant and
applicable laws of the United States and regulations of the     NYSE;


 


(g)           shall, in the
exercise of his powers and discharge of his duties, exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances;


 


(h)           shall, in the
exercise of powers of the Company entrusted to him, observe obligations of a
fiduciary not to place himself in a position where his duty and his interest
may conflict; this principle includes without limitation a duty:


 


(i)    to act honestly in the best
interests of the Company;


 


(ii)          to exercise the
powers vested in him for their intended purpose;


 


(iii)       to exercise the discretion
vested in him personally and not allow himself to act under the direction of another
and, unless and to the extent permitted by law or with the informed consent of
shareholders in general meeting, not to delegate the exercise of his
discretion;


 


(iv)      to treat shareholders of the
same class equally and to treat shareholders of different classes fairly;


 


(v)         except in
accordance with the Articles or with the informed consent of shareholders in
general meeting, not to enter into a contract, transaction or arrangement with
the Company or any Subsidiary;


 


(vi)      without the informed consent
of shareholders in general meeting, not to use the Company’s or any
Subsidiary’s property for his own benefit;


 


(vii)   not to use his powers as a
means to accept bribes or any other unlawful income, and not to expropriate in
any way the Company’s or any Subsidiary’s property, including without
limitation, not to usurp the Company’s or any Subsidiary’s opportunities;


 


(viii)not
to use his position and powers to make personal gains;


 


(ix)        without the informed consent
of shareholders in general meeting, not to accept commissions in connection
with the Company’s or any Subsidiary’s transactions; and


 


(x)           without the
informed consent of shareholders in general meeting, not to compete with the
Company or any Subsidiary.


 


4.3           The Company may at any time during the appointment of
the Employee under this Agreement suspend the Employee from the performance of
his duties or exclude him from any premises of the Company or any Subsidiary
and need not give any reason for so doing.


 


4.4           For the purposes of this Agreement, the Employee
shall, if and so long as he is so reasonably required by the Company:


 


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(a)           carry
out the duties of his office on behalf of any Subsidiary;


 


(b)           act
as director, officer or employee of any such Subsidiary; and


 


(c)           carry
out such duties relating to any such appointment as if they were duties to be
performed by him on behalf of the Company under this Agreement.


 


4.5           The Employee shall at all times keep the
board promptly and fully informed (in writing if so requested) of his conduct
of the business or affairs of the Company and provides such explanations as the
Board may require in connection therewith.


 


4.6           The Employee agrees that the Company
shall have the remedies provided in the Articles and that neither this
Agreement nor his office is capable of assignment.


 


4.7           The Employee also undertakes to the
Company acting as agent for each shareholder to observe and comply with his
obligations to shareholders stipulated in the Articles.


 


5.             Remuneration


 


5.1           In consideration of the performance of
his duties, the Employee shall be paid HK$150,000 per month (or at a rate
approved by the general meeting of shareholders and agreed by the Company and
the Employee from time to time) during his employment at the end of each month.
The Company shall pay the fee (the amount shall be calculated according to the
Employment Ordinance) of the 13th month to the Employee pursuant to
the Employment Ordinance of Hong Kong.


 


5.2           At least once in each twelve (12) months,
the Company shall review, but shall not be obliged to increase, the fee payable
to the Employee referred to in Section 5.1.


 


5.3           In addition to the fee referred to in
Section 5.1, the Employee:


 


(a)   shall be entitled to such
allowances and benefits as the Company grants to all its employees;


 


(b)   shall be entitled to such
other allowances and benefits commensurate with his position as the Board may
from time to time determine;


 


(c)   may in respect of each
financial year of the Company during his employment under this Agreement
receive a year end bonus to be determined by the Board, subject in each case to
approval by the shareholders in general meeting; and


 


(d)   may receive equity options of
the Company through the equity option plan with the approval and authorization
of the Board.


 


5.4           As for working
overtime or on vacations or public holidays, the Company assumes no liability
to pay additional subsidy or any other fees.


 


6.             Expenses


 


The Company shall reimburse the Employee, pursuant to
relevant rules of the Company, against production of receipts and vouchers if
requested, for all necessary and reasonable expenses (including travel, hotel,
entertainment and other out-of-pocket expenses) properly incurred in the
performance of his duties under this Agreement.


 


7.             Holidays


 


7.1           The working hours of the Company are from
9 am to 5:30 pm, Monday to Friday.


 


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7.2           The Employee will be entitled to paid
leave of 21 working days for each calendar year.  In relation to the first and last calendar year of employment,
the number of days of paid leave will be apportioned accordingly.  Notice of intention to take leave should be
given, pursuant to relevant to rules of the Company, to the relevant department
of the Company at least half month in advance.


 


8.             Confidential
Information


 


The Employee shall not either during or after the
termination of his appointment without limit in point of time:


 


(a)   divulge or communicate to any
person or persons except to those officers of the Company whose province it is
to know the same and except as required by law; or


 


(b)   use for his own purposes or
for any purposes other than those of the Company; or


 


(c)   through any failure to
exercise all due care and diligence cause any unauthorized disclosure of any
secret confidential or private information of the Company or any Subsidiary
including, but not limited to:


 


(i) marketing plans, customer
lists, business development plans, inventions, technical data and know-how;


 


(ii)   information relating to
corporate activities or transactions which have been or are proposed to be
undertaken by the Company or any Subsidiary; or


 


(iii)  any information in respect of
which the Company or any Subsidiary is bound by an obligation of confidence to
any third party,


 


provided, however, that these restrictions
shall cease to apply to any information or knowledge which may (otherwise than
through the default of the Employee) become available to the public generally
without requiring a significant expenditure of labor, skill or money.


 


9.             Non-Solicitation


 


The Employee undertakes that he will not during, or
for a period of twelve (12) months after the termination of his employment with
the Company (howsoever caused), within the PRC or in any other country where
the Company or any Subsidiary has transacted business, either personally or
through an agent:


 


(a)   solicit or endeavor to entice
away from the Company or any Subsidiary:


 


(i)    any person, firm, Company or
other organization which within twelve (12) months prior to or at the date of
such termination was a customer or client of, or in the habit of dealing with
the Company or any Subsidiary and with whom the Employee had contact or about
whom he became aware or informed of in the course of his employment; or


 


(ii)   any other person, firm,
Company or other organization with whom the Employee had regular, substantial
or a series of business dealings on behalf of the Company or any Subsidiary; or


 


(iii)  any employee, director,
adviser or consultant of the Company or any Subsidiary;


 


(b)   accept into employment or
otherwise engage or use the services of any person who is an employee, adviser,
consultant of or under a contract of services with the Company or any
Subsidiary.


 


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10.          Non-Competition


 


10.1         During his employment the Employee shall
not, without obtaining the prior approval of the shareholders in general
meeting, be directly or indirectly engaged or concerned in the conduct of any
other business or have any financial interest in any other business which, in
the reasonable opinion of the Board or the shareholders in general meeting:


 


(a)   is a body which competes or
tends to compete with the business of the Company or any Subsidiary; or


 


(b)   is an association which could
harm the reputation of the Company; or


 


(c)   is an engagement which would
reduce the Employee’s ability to perform his duties under this Agreement fully
and properly.


 


10.2         The Employee will not, for a period of
twelve (12) months after the termination of his employment with the Company
(howsoever caused), either personally or through an agent, carry on or be
interested or engaged in (other than as a holder of not more than 5% of the
issued shares or debentures of any Company listed on any recognized stock
exchange), or be concerned directly or indirectly in any executive, technical,
advisory or other capacity in, any business concern (of whatever kind) which is
in direct competition with the business of the Company or any of the
Subsidiaries.  However, this restriction
shall not restrain the Employee from being engaged or concerned in any business
concern insofar as the Employee’s duties or work shall relate solely to:


 


(a)   geographical areas outside the
PRC where the Company and the Subsidiaries have not transacted any business; or


 


(b)   services or activities of a
kind with which the Employee was not concerned to a material extent during his
employment with the Company.


 


11.          Return
of Papers


 


The Employee shall promptly whenever requested by the
Company and in any event upon the termination of his employment, deliver up to
the Company or its nominees all lists of clients or customers, correspondence
and all other records, documents, papers, tapes, computer diskettes, laptops,
mobile phones, keys and assets which may have been prepared by him or have come
into his possession, custody or control in the course of his employment, and
the Employee shall not be entitled to and shall not retain any copies
thereof.  Title and copyright in these
items shall vest in the Company.


 


12.          Effect
of Restrictions


 


While the restrictions contained in this Agreement are
considered by the parties to be reasonable in all the circumstances, it is
agreed that if such restrictions as a whole are adjudged to go beyond what is
reasonable for the protection of the confidential information and other
legitimate interests of the Company, and to be unenforceable, but would be
adjudged reasonable and enforceable if any part or parts thereof were deleted
or any periods or areas reduced, such restrictions shall apply as if such part
or parts had been deleted or such periods or areas reduced so that such
restrictions would be adjudged reasonable and enforceable.


 


13.          Termination
of Employment


 


13.1         During the probation, either party may
terminate this Agreement by giving to the other party a one-month notice in
writing or remuneration in lieu of notice. After the probation, either party
may terminate this Agreement by giving to the other party a six-month notice in
writing or by payment


 


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of remuneration in
lieu of notice.


 


13.2         The Company shall be entitled to
terminate the Employee’s employment under this Agreement forthwith by notice in
writing if the Employee shall:


 


(a)   become disqualified or
prohibited by any applicable law or regulation including those applied by the
Stock Exchange or Securities & Futures Commission of Hong Kong or the NYSE
or the Securities and Exchange Commission, from being or acting as a director
or from being directly or indirectly concerned in the promotion, formation or
management of a Company, or from carrying out any of the duties or functions he
is employed to carry out under this Agreement; or


 


(b)   be or become incapacitated by
reason of ill-health, accident or otherwise from efficiently performing his
duties under this Agreement for four (4) consecutive months or for one hundred
and twenty (120) working days in aggregate in any period of twelve consecutive
months; or


 


(c)   become bankrupt or make any
arrangement or composition or analogous arrangement with his creditors; or


 


(d)   be guilty of misconduct or
default in the course of his employment or commit any serious, persistent or
material breach of any of his obligations to the Company or any of the
Subsidiaries (whether under this Agreement, the Listing Rules or otherwise); or


 


(e)   be convicted of any criminal
offence punishable by imprisonment (other than a motoring offence involving
imprisonment of three months or less).


 


13.3         The Employee shall have no claim against
the Company by reason of termination under Section 13.1 or
Section 13.2.  Any delay or
forbearance by the Company in exercising any right of termination under
Section 13.2 shall not constitute a waiver of it.


 


13.4         If the Employee shall cease to be a director
of the Company, his appointment under this Agreement shall automatically
terminate.  But if such cessation shall
be caused by any act or omission of either party without the consent,
concurrence or complicity of the other, then such act or omission shall be
deemed a breach of this Agreement and termination hereunder shall be without
prejudice to any claim for damages in respect of such breach.


 


13.5         On the termination of his appointment
under Section 13.2 howsoever arising:


 


(a)   the Employee shall at the
request of the Company immediately resign in writing from his office as a
director of the Company, the Subsidiaries or any other office held by him with
the Company and any of the Subsidiaries; and


 


(b)   the Employee shall not at any
time thereafter unless he has been appointed to a different post in the Company
represent himself still to be connected with the Company or any of the
Subsidiaries.


 


13.6         Termination of the Employee’s appointment under this
Agreement shall be without prejudice to any rights which have accrued at the
time of termination or to Sections 8, 9, 10, 12, 13, 18 and 19 (all of which
shall remain in full force and effect).


 


14.          Takeover


 


In the event of an offer for the Company within the
meaning of the Hong Kong Code on Takeovers and Mergers and subject to the
approval of the shareholders in general meeting, the Employee shall be entitled
to compensation for the unexpired period of his term of employment under this
Agreement for any loss of office as a result of such offer for the Company.


 


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15.          Notices


 


15.1         All notices and communications given or
made under or in connection with this Agreement shall be in writing and shall,
unless otherwise specified, be in Chinese.


 


15.2         Any such notice or other communication
shall be addressed to the registered address for the time being of the Company
and, in the case of the Employee, to the address stated above or as notified
from time to time and, if so addressed, shall be deemed to have been duly given
or made as follows:


 


(a)   if sent by personal delivery,
upon delivery at the address of the relevant party;


 


(b)   if sent by post, five (5) days
after the date of posting; and


 


(c)   if sent by facsimile, at the
time when sending is complete.


 


16.          Other
Agreements


 


The Employee acknowledges and warrants that there are
no agreements or arrangements whether written, oral or implied between the
Company and the Employee relating to the employment of the Employee other than
those referred to in this Agreement and that he is not entering into this
Agreement in reliance on any representation not expressly set out herein (save
that this Section 16 shall not exclude liability for, or remedy in respect
of, fraudulent misrepresentation).


 


17.          The
Articles


 


Insofar as any terms of this Agreement shall be
inconsistent with the Articles, the Articles shall prevail.


 


18.          Language


 


This Agreement is made in the Chinese language.


 


19.          Governing
Law


 


This Agreement shall be governed by and construed in
accordance with Hong Kong law.


 


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IN WITNESS whereof this Agreement has been signed by
or on behalf of the parties on the day and year first before written


 


 


	
  SIGNED by

  
	
  on behalf of

  
	
  CHINA UNICOM LIMITED:

  	
  /s/ Shi Cuiming

  	
   

  
	
   

  
	
   

  
	
  in the presence of:

  	
  /s/ Maurice Ngai

  	
   

  
	
   

  
	
  SIGNED by

  
	
  WILLIAM LO WING YAN:

  	
  /s/  Lo Wing Yan

  	
   

  
	
   

  
	
   

  
	
  in the presence of:

  	
  /s/ Maurice Ngai