Exhibit 4.19


 


(English Translation)


 


 


Transfer Agreement


 


with respect to the Comprehensive Services Agreement


 


 


between


 


 


China United Telecommunications Corporation Limited


 


and


 


 


Unicom New World Telecommunications Corporation Limited


 


 


November 20, 2003


 

















 


This Agreement (the
“Agreement”) is entered into on November 20, 2003, in

Beijing, China, between:


 


(1)           Party A: China United
Telecommunications Co. Ltd (the “A Share Company”)


 


Address:  40F, Jinmao Building, No. 88, Century
Boulevard, Shanghai, PRC


 


Legal
Representative: Mr. Wang Jianzhou


 


(2)           Party B:
Unicom New World Telecommunications Corporation Limited (“Unicom New World”)


 


Address: 1009,
10F, Ban Yi, No. 18, Jianguomenneidajie, Dongcheng District, Beijing, PRC


 


Legal
Representative: Mr. Wang Jianzhou


 


Whereas:


 


(1)           China
United Telecommunications Corporation (“Unicom Group”), a limited corporation
duly incorporated and validly existing under the laws of the People’s Republic
of China, is an integrated telecommunications business operator and the
controlling shareholder of the A Share Company;


 


(2)           The A
Share Company, a limited corporation duly incorporated and validly existing
under the laws of the People’s Republic of China, has had its common stock
listed on the Shanghai Stock Exchange since October 9, 2002;


 


(3)           Unicom
New World, a limited corporation wholly owned by Unicom Group and a provider of
integrated telecommunications services established on November 4, 2003, has
been injected by Unicom Group with its GSM mobile telecommunications assets in
the following nine provinces and autonomous regions: Shanxi, Inner Mongolia,
Hunan, Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai and Ningxia  (the “Nine Service Areas”).  As approved by the Ministry of Information
Industry in the telex letter numbered [2003]443, Unicom Group authorizes Unicom
New World to engage in the mobile telecommunication services in the Nine
Service Areas ;


 


(4)           Unicom
Group and the A Share Company entered into a memorandum, dated August 12, 2002
(the “Memorandum on Connected Transactions”), regarding certain transactions
after the public offering of the A Share Company between Unicom Group or its
subsidiaries (excluding the A Share Company and any subsidiaries controlled by
it) and China Unicom Limited (the “Unicom Red-Chip Company”), which is
indirectly controlled by the A Share Company, or its subsidiaries;


 


(5)           Unicom
Group is contemplating injecting all of its shares of Unicom New World and its
other offshore interests (collectively, the “Target Interests”) into the Unicom
Red-Chip Company through its wholly-owned overseas subsidiary (the “Offshore
Capital Injection Project”); After the completion of the Offshore Capital
Injection Project, Unicom New World will be one of the subsidiaries of Unicom
Red-Chip Company engaging in telecommunication services within the PRC; and


 


(6)           Unicom
Group and the A Share Company entered into a Comprehensive Services Agreement
on November 20, 2003 (the “Comprehensive Services Agreement”).


 


NOW THEREFORE, for the
purpose of this Offshore Capital Injection Project,


 


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on the basis of equality
and mutual benefit, both Parties hereby have reached the following agreements
after friendly consultations:


 


1.             Provided
that the conditions under Section 6 herein are satisfied, the A Share Company
agrees to transfer immediately all of its rights and obligations under the
Comprehensive Services Agreement and its Annexes to Unicom New World. Unicom
New World consequently agrees to accept all the rights and obligations of the A
Share Company under the Comprehensive Services Agreement.


 


2.             Once
the A Share Company transfers all of its rights and obligations under the
Comprehensive Services Agreement to Unicom New World, Unicom New World shall
immediately assume all such rights and obligations and the A Share Company
shall immediately terminate all such rights and obligations.


 


3.             The A
Share Company confirms that, pursuant to Section 6 of the Comprehensive
Services Agreement, Unicom Group has given its irrevocable consent that the A
Share Company may transfer all of its rights and obligations under the
Comprehensive Services Agreement to Unicom New World or its subsidiaries or to
Unicom Red-Chip Company or any of its subsidiaries; no other or further consent
by Unicom Group shall be required for the A Share Company to transfer its
rights and obligations under the Comprehensive Services Agreement to Unicom New
World or its subsidiaries, or Unicom Red-Chip Company or its subsidiaries.


 


4.             Each
Party warrants that it has the full right, power and authority to execute this
Agreement and to perform its obligations hereunder. Upon execution, this
Agreement shall constitute legal, valid and binding obligations on each Party.


 


5.             Unicom
New World agrees to retain and perform, during the term of the Comprehensive
Services Agreement, all the rights and obligations given to the A Share Company
in the past or in the future pursuant to the provisions and conditions set
forth in the Comprehensive Services Agreement.


 


6.             Effectiveness


 


This Agreement
shall become effective simultaneously with the Comprehensive Services Agreement
subject to the following conditions:


 


6.1           Approval
from the Shareholders Meeting of Unicom Red-Chip Company to transfer all of the
rights and obligations under the Comprehensive Services Agreement by the A
Share Company to Unicom New World pursuant to applicable laws, regulations and
listing rules; and


 


6.2           The
requirements under Article 7 of the Comprehensive Service agreement have been
met.


 


7.             Force Majeure


 


In any force
majeure event that is unforeseeable and the consequences of which are
unavoidable or insurmountable and which results in either Party’s failure to
duly perform its obligations hereunder, such Party shall promptly notify the
other Party of such situation and provide within 15 days any valid documents
evidencing the details and explaining the reasons for not being able to perform
all or part of its obligations hereunder or the reasons for any necessary
delays of such performance. Based on the impact of the force majeure event,
both Parties shall decide through negotiations to terminate, partially waive or
postpone such performance.


 


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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 submission to
the Shanghai Stock Exchange by the A Share Company or to the Hong Kong Stock
Exchange by Unicom Red-Chip Company, each Party, without the other party’s
written consent, shall not provide or disclose to any company, enterprise,
organization or person any data and information relating to the other Party’s
operations or businesses.


 


9.             No Waiver


 


Unless otherwise required by law, any failure or delay in exercising
any of its rights, powers or privileges by one Party shall not be construed as
a waiver of such rights, powers or privileges. Any one time or partial exercise
of such rights, powers or privileges shall not affect any further or complete
exercise of such rights, powers or privileges.


 


10.           Notices


 


Any notification given in connection with this Agreement shall be in
writing and shall be delivered by one Party to the other Party by hand, fax or
mail. Such a notification by hand shall be deemed to have been duly given on
the date of delivery. Such a notification via fax shall be deemed to have been
duly given upon the completion of the fax transmission. Such a notification by
mail shall be deemed to have been duly given on the third working day (extended
when there is a public holiday) after the postal date. Notifications become
effective upon their arrival.


 


Addresses of the Parties
hereto for receiving notifications are as follows:


 


China United
Telecommunications Corporation Limited


Attention: Zhao Yilei


Address: 40F, Jinmao
Building, No. 88, Century Boulevard, Shanghai, China


Post Code: 200121


 


Unicom New World
Telecommunications Corporation Limited


Attention: Song Xiaoxi


Address: A133
Xidanbeidajie, Suite 1168, 11th Floor, Xicheng


District, Beijing,China


Postcode: 100032


 


11.           Applicable Law


 


This Agreement is
under the jurisdiction of the laws of the People’s Republic of China and shall
be interpreted and executed in accordance with the laws of the People’s
Republic of China.


 


12.           Dispute Settlement


 


Both Parties shall
endeavour to resolve any dispute over the effectiveness, interpretation or
execution of this Agreement through friendly consultations. Should any dispute
remain unsettled for more than 30 days after its occurrence, either Party is
entitled to bring a lawsuit based on this Agreement before a competent PRC
court.


 


13.           Miscellaneous


 


13.1         Based
on mutual consultations, both Parties can make modifications, revisions or
additions to this Agreement and Annexes hereto. No revision or addition shall
become effective until it is duly signed in writing and sealed by both Parties
or their authorized representatives.


 


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13.2         This
Agreement is severable, that is, when any of the clauses in this Agreement or
the Annexes hereto is deemed illegal or unenforceable, the effectiveness and
enforceability of the other clauses contained herein shall by no means be
affected.


 


13.3         This
Agreement has six original copies with each party holding three copies and each
having equal legal binding.


 


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China United
Telecommunications Corporation Limited (Corporate Seal)


 


 


	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Sun Qian

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Unicom New World
  Telecommunications Corporation Limited (Corporate Seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Tong Jilu

  	
   

  



 


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