Exhibit 4.22


 


(English Translation)


 


 


Comprehensive
Operator Services Agreement


 


 


between


 


 


China United Telecommunications Corporation


 


 


Guoxin Paging Corporation Limited


 


 


and


 


 


China United Telecommunications Corporation Limited


 


 


November 20, 2003


 

















 


This agreement
(the “Agreement”) is hereby entered into on November 20, 2003 in Beijing, the
People’s Republic of China (“PRC”) between and by:


 


	
  Serving
  Party:

  	
   

  	
  China
  United Telecommunications Corporation (“Unicom Group”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Huang
  Cheng Hotel, 15 Yangfangdian Street, Haidian District, Beijing, PRC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal
  representative: Wang Jianzhou

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Guoxin
  Paging Corporation Limited (“Guoxin Paging”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Boruiqi
  Mansion, No.53, Xibianmenneidajie, Xuanwu District, Beijing, PRC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal
  representative: Nan Xinsheng

  
	
   

  	
   

  	
   

  
	
  Served
  Party:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal
  representative: Wang Jianzhou

  



 


Whereas:


 


(1)           Unicom
Group, a limited liability company duly incorporated and validly existing under
the laws of PRC, is an integrated telecommunications business provider
providing “1001” customer services (“Customer Services”) in the following nine
provinces and or autonomous regions: Shanxi, Inner Mongolia, Hunan, Yunnan,
Guizhou, Xizang, Gansu, Qinghai and Ningxia and possesses relevant assets;


 


(2)           Guoxin
Paging, a limited liability company duly incorporated and validly existing
under the laws of PRC , has its equity interest wholly owned by China Unicom
Corporation Limited (“CUCL”). According to the Transfer Agreement with respect
to “1001” assets entered into by CUCL, Unicom New Century Telecommunications
Corporation Limited (“Unicom New Century”), Guoxin Paging may develop Customer
Services business and possess the relevant assets within the regions where
China Unicom Limited (“Unicom Red-Chip Company”) provides mobile communication
services;


 


(3)           Unicom
Group is contemplating counterpurchasing all the equity interest owned by CUCL
in Guoxin Paging through Unicom A Share Company controlled by it (the “Paging
Counterpurchase Project”);


 


(4)           Unicom
A Share Company, a company limited by shares duly incorporated and validly
existing under the laws of the PRC, 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;


 

















 


(5)           Unicom
Group and Unicom 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 Unicom A Share Company between
Unicom Group or its subsidiaries (excluding Unicom A Share Company and any
subsidiaries controlled by it) and China Unicom Limited (“Unicom Red-Chip
Company”), which is indirectly controlled by Unicom A Share Company, or its
subsidiaries;.


 


(6)           CUCL
is a wholly owned subsidiary of Unicom Red-Chip Company, with the following
business scope: domestic and international long-distance telecommunications;
mobile telecommunication services in the following 12 provinces and
municipalities directly under the Central Government: Beijing, Tianjin, Hebei,
Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shandong, Hubei and
Guangdong; wireless beeper-paging; Internet and IP and technology consultation
and services.


 


(7)           Unicom
New Century, a wholly owned subsidiary of Unicom Red-Chip Company, is an
integrated telecommunications business provider. As approved by the Ministry of
Information Industry of PRC in the telex letter numbered [2002] No.299 Unicom
Group has authorized Unicom New Century to engage in the mobile
telecommunications business in the following nine provinces, autonomous regions
and municipalities directly under the Central Government (the “9A Regions” ):
Sichuan, Xinjiang, Chongqing, Shanxi, Guangxi, Henan, Heilongjiang, Jilin and
Jiangxi.


 


(8)           Unicom
New World, a limited liability 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 communications
assets in the following nine provinces and autonomous regions: Shanxi, Inner
Mongolia, Hunan, Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai and
Ningxia (the “9B Regions”). As approved by the Ministry of Information Industry
in the telex letter numbered [2003]443, Unicom Group has authorized Unicom New
World to engage in the mobile telecommunications business in the 9B regions;
and


 


(9)           Unicom
Group is contemplating injecting all of its shares of Unicom New World into
Unicom Red-Chip Company through its wholly-owned overseas subsidiary (the
“Assets Injection Project”). Upon the completion of the Assets Injection
Project, Unicom New World will be one of the subsidiaries of Unicom Red-Chip
Company engaging in telecommunication services within China.


 


NOW THEREFORE, For
the purpose of this Assets Injection Project and the Paging Counterpurchase
Project, on the basis of equality and mutual benefit, both Parties hereby have
reached the following agreements after friendly consultations:


 


1.             Definitions


 


	
  “Unicom
  Group”

  	
   

  	
  China United
  Telecommunications Corporation

  



 


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  “Guoxin
  Paging”

  	
   

  	
  Guoxin Paging Corporation
  Limited

  
	
   

  	
   

  	
   

  
	
  “Unicom
  A Share Company”

  	
   

  	
  China United
  Telecommunications Corporation Limited

  
	
   

  	
   

  	
   

  
	
  “Unicom
  BVI”

  	
   

  	
  China Unicom (BVI)
  Limited

  
	
   

  	
   

  	
   

  
	
  “Unicom
  Red-Chip Company”

  	
   

  	
  China Unicom Limited

  
	
   

  	
   

  	
   

  
	
  “CUCL”

  	
   

  	
  China Unicom
  Corporation Limited

  
	
   

  	
   

  	
   

  
	
  “Unicom
  New Century”

  	
   

  	
  Unicom New Century
  Telecommunications Corporation Limited

  
	
   

  	
   

  	
   

  
	
  “Unicom
  New World”

  	
   

  	
  Unicom New World
  Telecommunications Corporation Limited

  
	
   

  	
   

  	
   

  
	
  “Paging
  Counterpurchase Project”

  	
   

  	
  Unicom Group’s
  contemplated counterpurchase of all the equity interest owned by CUCL in
  Guoxin Paging through Unicom A Share Company controlled by it

  
	
   

  	
   

  	
   

  
	
  “Assets
  Injection Project”

  	
   

  	
  Unicom Group’s
  contemplated injection of all of its shares of Unicom New World into China
  Unicom Limited through its wholly owned overseas subsidiary

  
	
   

  	
   

  	
   

  
	
  “Memorandum
  on Connected Transactions”

  	
   

  	
  The memorandum entered
  into by Unicom Group and Unicom A Share Company, dated August 12, 2002,
  regarding certain transactions after the public offering of the Unicom A
  Share Company between Unicom Group or its subsidiaries (excluding Unicom A
  Share Company and any subsidiaries controlled by it) and China Unicom Limited
  which is indirectly controlled by Unicom A Share Company, or its subsidiaries

  
	
   

  	
   

  	
   

  
	
  “Service
  Fee”

  	
   

  	
  Payment by the Served
  Party to the Serving Party for certain services and facilities provided by
  the Serving Party to the Served Party pursuant to the Agreement

  
	
   

  	
   

  	
   

  
	
  “SSE”

  	
   

  	
  Shanghai Stock Exchange

  
	
   

  	
   

  	
   

  
	
  “Mobile
  Customer”

  	
   

  	
  A customer of GSM
  and/or CDMA mobile telecommunications service provided by subsidiaries of
  Unicom Red-Chip Company which operates telecommunication services within
  China

  
	
   

  	
   

  	
   

  
	
  “RMB”

  	
   

  	
  Unless otherwise
  indicated, Renminbi, the lawful currency of PRC

  



 


2.             Basic Principles


 


2.1           The “Comprehensive
Operator Services” hereunder refers to certain services and facilities provided
by the Serving Party to the Served Party and any payment by the Served Party to
the Serving Party (the “Service Fees”).


 


2.2           Such services and/or
facilities provided by the Serving Party to the Served Party pursuant to this
Agreement are non-gratuitous commercial transactions. In accordance with the
fair-market principles, the Serving Party shall collect reasonable Service Fees
for any services and facilities provided by it, and the Served Party shall make
any due payment.


 


2.3           The condition or
quality of any of the Comprehensive Operator Services provided hereunder


 


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by the Serving
Party to the Served Party shall not be lower than that of the same or similar
services or facilities the Serving Party provides to any third party.


 


2.4           In the event that the
Served Party requires the Serving Party to increase the supply of any of the
Comprehensive Operator Services, the other Party shall do its utmost to provide
such requested amount of the services or facilities, of which the condition or
quality shall not be lower than that of the same or similar services or
facilities the Serving Party provides to any third party


 


2.5           In the event that the
Serving Party is not able to provide, in full amount or at all, any of the
Comprehensive Operator Services due to any reasons other than its own fault,
the Serving Party shall promptly notify the Served Party and do its utmost to
assist the Served Party in seeking the same or similar services or facilities
through other channels.


 


2.6           The Comprehensive
Operator Services provided hereunder shall be in accordance with the specific
purposes agreed by both Parties as well as with the applicable national
standards.


 


2.7           In the event that
either Party breaches this Agreement and losses are incurred by the other
Party, the defaulting Party shall bear any liabilities for such breach,
including, but not limited to, any direct and indirect losses resulting from
the breach, provided that such losses are not caused by any force majeure
event.


 


2.8           Each Party shall
provide all the reasonable and necessary efforts in assisting the other Party’s
performance hereunder.


 


2.9           Preconditioned on the
satisfaction of Article 2.3 and that the billing standards of the Serving Party
is not higher than any third party, the Served Party hereby agrees to choose
the service provided by the Serving Party on a priority basis.


 


2.10         If there is any
independent third party in the regions where the Serving Party provides the
services, who (i) provides services of a better quality than those by the
Serving Party; or (ii) collects lower fees than the Serving Party for services
of the same quality, the Served Party has the right to terminate the services
provided by the Serving party and shall be free from any liability for
compensation in connection with the termination, subject to advance written
notice to the Serving Party.


 


3.             Major Items in the Comprehensive Operator
Services


 


3.1           The Comprehensive
Operator Services provided by the Parties to each other and other related
arrangements are set forth in the Annexes hereto:


 


	
  Annex I

  	
   

  	
  Cellular
  Subscriber Value-added Services

  
	
   

  	
   

  	
   

  
	
  Annex II

  	
   

  	
  “1001” Customer
  Services

  
	
   

  	
   

  	
   

  
	
  Annex III

  	
   

  	
  Agency Services

  



 


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4.             Pricing and Payment


 


4.1           The principles for
pricing and billing standards in connection with the Service Fees are set forth
in the Annexes hereto.


 


4.2           Any specific amounts of
the Service Fees shall be calculated under the current applicable Chinese
accounting rules.


 


4.3           In the event that the
Parties fail to agree upon a certain amount of the Service Fees, such issue
shall be reported to the relevant authorities, who shall determine such amount
in accordance with this Agreement and the national pricing policies and rules.
Such authorities’ decision shall be final and binding on both Parties.


 


4.4           The Served Party shall
pay the due Service Fees for the relevant services provided by the Serving
Party in accordance with the pricing principles and standards set forth in this
Agreement and the Annexes hereto.


 


4.5           In the event that the
Served Party fails to pay any due Service Fee, the Served Party shall pay to
the Serving Party a late fee of 0.05% of the due amount on a daily basis. In
the event that the payment is overdue for more than 60 days, the Serving Party
may notify in writing of its intention to suspend the relevant services. In the
event that such Service Fees are not paid within 30 days after the receipt of
the written notice, the Serving Party may declare to terminate the relevant
services. The suspension or termination of such services shall not affect any
rights or obligations hereunder brought forth prior to such event.


 


4.6           In every October, both
Parties shall discuss the next fiscal year’s pricing standards for each item of
the Comprehensive Operator Services as well as other related matters and enter
into certain supplemental agreements. If the Parties fail to enter into such
supplemental agreements by then, the current pricing standards and other
related clauses shall apply to the next fiscal year until certain agreement is
reached or the dispute is resolved pursuant to Section 4.3 herein.


 


5.             Term


 


5.1           The term of this
Agreement shall be one year. Subject to Section 8 herein, this Agreement shall
become effective on January 1, 2003.


 


5.2           Subject to applicable
laws and government regulations, this Agreement shall be automatically renewed
each year, unless the Served Party notifies the Serving Party in writing 60
days prior to the expiration day.


 


6.              Representations, Warranties and
Undertakings


 


Each Party hereto
represents and warrants to the other Party as follows:


 


6.1           Such Party has the full
power and authority (including, but not limited to, obtaining relevant approvals,
consents or permits from government authorities) to execute this Agreement and
its


 


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Annexes;


 


6.2           This Agreement and its
Annexes will become effective and binding once it is signed in the way specified
herein and can be enforced in a mandatory manner; and


 


6.3           No provision in this
Agreement and its Annexes shall run counter to the applicable laws and
regulations of the People’s Republic of China.


 


7.             Assignment


 


7.1           Subject to the terms
and conditions under this Agreement and the Memorandum on Connected
Transactions, the Serving Party hereby gives an irrevocable consent that the
Served Party may, according to the regional division for mobile communication
services, transfer its rights and obligations hereunder to the subsidiary
companies of Unicom Red-Chip Company within China engaging in telecommunication
services. No other or further consent by the Serving Party shall be required
for the Served Party to transfer its rights and obligations hereunder to
subsidiary companies of Unicom Red-Chip Company within China engaging in
telecommunication services


 


7.2           Once the Served Party
transfers its rights and obligations hereunder to subsidiary companies of
Unicom Red-Chip Company within China engaging in telecommunication services,
the transferee shall immediately assume all of the rights and obligations of
the Served Party hereunder, while the Served Party shall immediately terminate
all such rights and obligations.


 


7.3           No other or further
consent by the Served Party shall be required for Unicom Group to transfer all
of its rights and obligations to Guoxin Paging or its successors in connection
with the provision of services under the Agreement in the following nine
provinces and autonomous regions: Shanxi, Inner Mongolia, Hunan, Yunnan,
Guizhou, Xizang, Gangsu, Qinghai and Ningxia


 


8.             The Effectiveness of the Agreement


 


The Agreement
shall take effect on the day agreed by the parties after the following
conditions are satisfied:


 


8.1           The general
shareholder’s meeting of Unicom A Share Company approves, pursuant to the
applicable laws, regulations and relevant listing rules, to sell Unicom Group,
the total stock equities of Guoxin Paging which have been assigned to and are
being held by Unicom A Share Company through CUCL.


 


8.2           Pursuant to the
applicable laws, regulations and relevant listing rules, the general
shareholder’s meeting of Unicom A Share Company approves the implementation of
the Agreement.


 


8.3           Pursuant to the
applicable laws, regulations and relevant listing rules, the general
shareholder’s meeting of Unicom Red Chip Company approves the sale of stock
equities of


 


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Guoxin Paging from
CUCL to Unicom A Share Company.


 


8.4           The general
shareholder’s meeting of Unicom Red Chip Company approves, pursuant to the
applicable laws, regulations and relevant listing rules, to assign its rights
and obligations under the Agreement to the Subsidiaries.


 


9.             Force Majeure


 


9.1           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
obligation 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, the Parties shall
decide through negotiations whether to terminate, partially waive or postpone
such performance.


 


10.          Confidentiality


 


10.1         Unless otherwise required
by law or requirements of any relevant regulatory authorities, or unless for
the purpose of information disclosure to a securities regulatory authority by
Unicom A Share Company and Unicom Red Chip Company, each Party hereto shall
not, without the other Party’s written consent, provide or disclose any data
and information in connection with the other Party’s businesses to any other
company, enterprise, organization or person.


 


11.          Non-waiver


 


11.1         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 partial exercise of such rights, power or privileges
shall not affect any further or complete exercise of such rights, powers or
privileges.


 


12.          Notification


 


12.1         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
notification are as follows:


 


China United Telecommunications
Corporation

Addressee: Yi Yongji


 


8

















 


Address: Room 1167, 11th Floor, A133, Xidan
North Avenue, Xicheng District, Beijing.

Postcode: 100032




Guoxin Paging Corporation Limited

Addressee: Xiao Baoyu

Address: Room 873, 8th Floor, A133, Xidan North Avenue, Xicheng
District, Beijing.

Postcode: 100032




China United Telecommunications
Corporation Limited

Addressee: Zhao Yilei

Address: 40th Floor, Jinmao Tower, No.88, Century Boulevard,
Shanghai.

Postcode: 200121


 


13.          Governing Law


 


13.1         This Agreement is under
the jurisdiction of the Chinese laws and shall be interpreted and executed in
accordance with the Chinese laws.


 


14.          Disputes Resolution


 


14.1         Other than the exceptions
under Section 4.3, 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. 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.


 


15.          Miscellaneous


 


15.1         Annexes I to III hereof
are integral parts of this Agreement with equal legal binding force. Should
there be any conflict between the Annexes and the Agreement, the Annexes shall
prevail.


 


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


 


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


 


15.4         This Agreement has six
original copies with equal legal binding force, and each Party shall retain
two.


 


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Signature page follows:


 


 


China
United Telecommunications Corporation (common seal)


 


 


	
  By:

  	
  /s/ Wang Jianzhou

  	
   

  
	
   

  
	
     (The signature of legal representative
  or authorized representative)

  
	
   

  
	
   

  
	
  Guoxin
  Paging Corporation Limited (common seal)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Nan Xinsheng

  	
   

  
	
   

  
	
     (The signature of legal
  representative or authorized representative)

  
	
   

  
	
   

  
	
  China
  United Telecommunications Corporation Limited (common seal)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Sun Qian

  	
   

  
	
   

  
	
     (The signature of legal
  representative or authorized representative)

  
				



 


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Annex I: Cellular Subscriber
Value-added Services


 


1.             General guideline of the services


 


The provider, through operating the overall business
of voice beeper-paging, provides various voice value-added services to the
recipient’s cellular subscribers, including the “Unicom Assistant” service and
etc.


 


2.             Settlement


 


2.1.          The subsidiaries of the Providing Party
and the Receiving Party shall negotiate the proportion for sharing the revenue
derived from value-added services, on the condition that such agreed proportion
for the Providing Party shall not be higher than the average agreed proportion
for independent value-added telecommunications content providers who provide
value-added telecommunications content to the Receiving Party in the same
region. The proportion of revenue sharing may be adjusted once annually subject
to the above conditions.


 


2.2.          The settlement of the Parties shall be
based on the billing data provided by the Receiving Party.


 


2.3.          Both Parties agree to have their
subsidiaries make settlements once a month based on the settlement principles
set forth in this Annex.


 


3.             Obligations of the Parties


 


3.1.          Each Party shall notify the other Party
of its network construction (including but not limited to capacity expansion or
reconstruction), if such construction work may affect the services under this
Agreement, six months before such construction work starts.


 


3.2.          Both Parties shall maintain their
networks by the current standards and regulations set forth by the governmental
telecommunications authorities so as to ensure normal operation of the entire
network.


 


3.3.          Each Party shall not terminate the
interconnection without the other Party’s consent. Should there be a network
breakdown or heavy network traffic, both Parties shall take effective measures
to resume operations.


 


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Annex II: “1001” Customer Services


 


1.             Content of services


 


The Providing Party, through its “1001” operator
service, shall provide to the Receiving Party the following services: business
inquiries, tariff inquiries, account maintenance, complaints handling (“1001 Basic
Services”) and customer interview and subscriber retention (“1001 Value-added
Services”), and at the same time shall charge such fees to the Receiving Party.


 


2.             Settlement standards


 


2.1.          The settlement standards of services
listed in this annex shall be the cost of providing the above-mentioned
customer services plus a profit margin of not more than 10%.


 


2.2.         The cost of the Customer Services will be
the cost per operator seat multiplied by the number of effectively operating
operator seats.


 


(a).          The
cost per operator seat for economically developed metropolises, such as Beijing
and Shanghai, shall be the Actual Cost per Operator Seat (as defined below) in
such area for the previous year. The cost per operator seat in the areas other
than those economically developed metropolises shall be negotiated by the
subsidiaries of both Parties and final confirmed by the Receiving Party,
provided that it shall not exceed the amount of 110% of the actual cost of each
seats weighted average in the country (excluding Beijing and Shanghai).


 


The Actual Cost per Operator Seat
consists of wages, administration expenses, operation, maintenance expenses,
depreciation of equipment and leasing fees for premises etc. The Actual Cost
per Operator Seat in a certain area shall be calculated based on the auditor’s
report issued by an independent audit firm in respect of such costs of the
Providing Party in the same region for previous year. Such auditor’s report and
relevant supporting documents shall be provided to the Receiving Party’s
auditor.


 


(b).          Confirmation
of the number of effective operator seats: the Providing Party shall notify the
number of operator seats of the previous month to the Receiving Party before
the tenth day of each month. The Receiving Party shall confirm the number of
effective operator seats within five working days based on the criteria as set
out in the Service Standard for
Telecommunication Operations (for Trial Implementation) published by
the Ministry of Information Industry. The number of effective operator seats
shall be subject to the final confirmation of the Receiving Party.


 


2.3.          Both Parties agree to have their
subsidiaries make settlements once a month based on the settlement principles
set forth in this Annex.


 


3.             Obligations of the Parties


 


3.1.          The provider shall, according to
requirements of the Receiving Party, properly increase the


 


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seats and/or expand the
service content, including but not limited to providing special seats for the
1001 Value-added Services upon the written instructions of the Receiving Party.
The cost of the seats should be calculated in light of the aforesaid Section
2.2(a).


 


3.2.          The Receiving Party shall not only
promptly provide the Providing Party with information regarding new services
that the Receiving Party operates for its cellular customers, but shall also
provide from time to time information on the variety of services that the
Receiving Party operates as the Providing Party shall so require.


 


3.3.          Each Party shall not terminate the
interconnection without the other Party’s consent. Should there be a network
breakdown or heavy network traffic, both Parties shall take effective measures
to resume operations.


 


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Annex III: Agency Services


 


1.             Content of services


 


The Providing Party shall direct promotion and
marketing of products and services in accordance with the demands of the market
and the demands and requirements of the Receiving Party.


 


2.             Settlement standard


 


The standard of the service that the Providing Party
provides shall not be lower than that of the services provided by an
independent third party agent developing customers for the Receiving Party in
the same region. The agency fee that the Providing Party charges shall not be
higher than the average fee for an independent third party agent developing
customers for the Receiving Party in the same region.


 


3.             Other settlement matters


 


3.1.          The settlement of the Parties shall be
based on the billing data provided by the Receiving Party.


 


3.2.          Both Parties agree to have their
subsidiaries make settlements once a month based on the settlement principles
set forth in this Annex.


 


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