Exhibit
4.17


 


 


(English Translation)


 


 


Conditional Sale and Purchase Agreement


with respect to the equity interest of Guoxin Paging Co.,
Ltd.


 


 


between


 


China Unicom Corporation Limited


 


 


and


 


China United Telecommunications Corporation Limited


 


 


November 20, 2003


 

















 


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


 


(1).          Vendor:
China Unicom Corporation Limited (“CUCL”)


 


Address: 12F,
Tower One, Henderson Center, No. 18, Jianguomenneidajie, Beijing, PRC


 


Legal
Representative: Mr. Wang Jianzhou


 


(2).          Purchaser:
China United Telecommunications Co. Ltd (the “A Share Company”)


 


Address: 40F,
Jinmao Building, Century Boulevard, Shanghai, PRC


 


Legal
Representative: Mr. Wang Jianzhou


 


Whereas:


 


(1).          The
A Share Company is a company limited by shares duly incorporated and validly
existing under the laws of the PRC and has had its common stock listed on the
Shanghai Stock Exchange since October 9, 2002, with China United
Telecommunication Corporation (“Unicom Group”) holding 74.6017% of its total
shares.


 


(2).          CUCL
is a wholly owned subsidiary of China Unicom Limited (the “Unicom Red-Chip
Company”). Guoxin Paging Co., Ltd. (“Guoxin Paging”) is a limited liability
company duly incorporated and validly existing under the laws of the PRC
engaging in paging services, other value-added businesses and customer
services. CUCL owns 100% of the equity interest of Guoxin Paging (the “Target
Interest”).


 


(3).          Unicom
Group and the A Share Company entered into a memorandum, dated August 12, 2002,
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 the Unicom Red-Chip Company, which is
indirectly controlled by the A Share Company, or its subsidiaries;


 


NOW THEREFORE, for
the purpose of the repurchase of Guoxin Paging, on the basis of equality and
mutual benefit, both Parties hereby have reached the following agreements after
friendly consultations:


 


1.             Sale of the Target Interest


 


1.1           Sale of the Target
Interest


 


In accordance with
the terms and conditions set out in this Agreement, the Vendor agrees to sell,
and the Purchaser agrees to purchase, the entire equity interest held by the
Vendor in Guoxin Paging.


 


The Target
Interest shall be sold free from any mortgage, pledge, other security interest,
option, claim or any other rights of third parties (including but not limited
to limited rights of purchase).


 


1.2           Consideration


 


As consideration
for the sale of the Target Interest specified in Article 1.1, the Purchaser
shall pay the Vendor HK$2,590,917,656 in cash pursuant to Section 2 below.


 


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2.             Closing


 


2.1           Closing


 


Pursuant to the
terms and conditions set forth in the Agreement, the closing with respect to
the sale and purchase of the Target Interest shall be completed as soon as
possible following satisfaction of the conditions under Section 5.


 


2.2           Closing Date


 


Subject to the
approval by the State Administration of Industry and Commerce, the Closing
Date, for the purpose of the sale of the Target Interest under the Agreement,
shall be the date when Guoxin Paging has completed the shareholders
modification registration and received a modified enterprise legal person
business license.


 


2.3           On or before the
Closing Date, the Purchaser shall perform its payment obligations under Article
1.2 by arranging for the sum specified in Article 1.2 to be paid to the
designated bank account in the manner as instructed by the Vendor in writing.


 


2.4           Provided the share
price of the Unicom Red-Chip Company undergoes material adverse fluctuations
and the sale of the Target Interest is not in the overall interest of the
Unicom Red-Chip Company, the Vendor has the right to terminate the Agreement.


 


3.             Representations and Warranties


 


3.1           Either party to the
Agreement has made to the other party the following representations and
warranties:


 


(a)           It has the full right,
power and authority to execute this Agreement and perform its obligations
hereunder.  This Agreement constitutes a
valid and binding obligation, enforceable pursuant to its terms.


 


(b)           Performance of terms
and/or provisions in the Agreement will not lead to:


 


(i)            Violation of the company’s constituent documents or other related documents, or any
applicable laws, regulations or rules; or


 


(ii)           Violation of any
material contracts, agreements, permits or other documents, or any
determinations, judgments and orders issued by courts, government departments
or supervisory authorities.


 


(c)           There are no orders or
resolutions to carry out any liquidation, winding-up or other similar
arrangements, or petitions to any court or meetings to be held at which a
judgment or resolution concerning liquidation, winding-up or other similar
arrangement is being considered.


 


(d)           No liquidator,
temporary liquidator, bankruptcy receiver, bankruptcy trustee or other similar
persons has been appointed and no resolution is before the board of directors or
shareholder’s meeting regarding the appointment of such persons by the company.


 


(e)           The party is not in a
situation where it is insolvent, unable to pay debts already due, or has
stopped paying debt already due.


 


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3.2           The Vendor hereto makes
the following additional representations and warranties to the Purchaser:


 


(a)           The Vendor, a limited
liability company duly incorporated and validly existing under the laws of the
PRC and registered with the State Administration of Industry and Commerce, has
the full right, power and authority in its capacity as a company to develop its
business and possess, lease and operate its properties and assets;


 


(b)           The Vendor has not
entered into any agreements with any third party for the sale of the Target
Interest or which contemplates the sale of the Target Interest;


 


(c)           The sale of the Target
Interest by the Vendor to the Purchaser shall be free from any preemptive right
or any other third party rights;


 


(d)           The Vendor warrants
that the Purchaser shall be free of any liability in connection with any
claims, debts and obligations unknown on the Completion Date but incurred
before the effective date;


 


(e)           The Vendor does not
impose any mortgage, pledge or other security interest on the Target Interest,
and it is the sole owner of Guoxin Paging; and


 


(f)            The representations
and warranties hereof made by the Vendor have been true and correct in all
material respects when made and as of the Closing Date (as if these representations
and warranties were made on the Closing Date), unless clearly permitted by the
Agreement or where modifications have been anticipated.


 


3.3           The Purchaser hereto
makes the following additional representations and warranties to the Vendor:


 


(a)           The Purchaser, a
limited liability company duly incorporated and validly existing under the laws
of the PRC and registered with the State Administration of Industry and
Commerce, has the full right, power and authority in its capacity as a company
to develop its business and possess, lease and operate its properties and
assets; and


 


(b)           The representations and
warranties hereof made by the Purchaser have been true and correct in all
material respects when made and as of the Closing Date (as if these
representations and warranties were made on the Closing Date), unless clearly
permitted by the Agreement or where modifications have been anticipated.


 


4.             Resale of the Target Interest


 


4.1           Pursuant to the terms
and conditions set forth in the Agreement and the memorandum regarding
connected transactions, the Vendor has given its irrevocable consent for the
Purchaser to sell the Target Interest to Unicom Group and no other or further
consent by the Vendor shall be required for the Purchaser to sell the Target
Interest to Unicom Group.


 


5.             Effectiveness


 


This agreement shall become effective upon satisfaction of the
following conditions:


 


5.1           Approval at the
Shareholders Meeting of the A Share Company of the sale of the Target Interest
to Unicom Group pursuant to applicable laws, regulations and listing rules;


 


5.2           Approval at the
Shareholders Meeting of Unicom Red-Chip Company of implementation of this


 


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Agreement pursuant to applicable laws, regulations and
listing rules;


 


5.3           Approval at the
Shareholders Meeting of the A Share Company of the implementation of the
Comprehensive Services Agreement entered into by Unicom Group, Guoxin Paging
and the A Share Company ( the “Comprehensive Services Agreement ”) pursuant to
applicable laws, regulations and listing rules;


 


5.4           Approval at the
Shareholders Meeting of Unicom Red-Chip Company of transfer of all of the
rights and obligations under the Comprehensive Services Agreement by Unicom
Red-Chip Company to CUCL, Unicom New Century Telecommunications Corporation
Limited (“Unicom New Century”) and Unicom New World Telecommunications
Corporation Limited (“Unicom New World”) pursuant to applicable laws,
regulations and listing rules;


 


5.5           Approval at the
Shareholders Meeting of Unicom Red-Chip Company of implementation of the
Premises Leasing Agreement entered into by CUCL, the Unicom New Century and the
the Unicom New World (the “Leasing Agreement”) pursuant to applicable laws,
regulations and listing rules; and


 


5.6           Approval at the Shareholders
Meeting of the A Share Company of transfer of all of the rights and obligations
under the Leasing Agreement by the A Share Company to Guoxin Paging pursuant to
applicable laws, regulations and listing rules.


 


6.             Taxation


 


6.1           Either party to the
Agreement shall pay the taxes arising from the sale and purchase of the Target
Interest under the Agreement as required by the applicable laws and
regulations.


 


6.2           The various taxes and
fees incurred in connection with Article 6.1 shall be the responsibility of the
appropriate party pursuant to applicable laws and regulations.


 


7.             Force Majeure


 


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


 


8.             Confidentiality


 


8.1           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, each Party, without the other party’s written consent,
shall not provide or disclose to any company, enterprise, organisation or
person any data and information relating to the other Party’s operations or
businesses.


 


9.             No Waiver


 


9.1           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 one time or partial exercise of such rights, powers
or privileges shall not affect any further or


 


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complete exercise of such rights, powers or
privileges.


 


10.          Severability


 


10.1         If any of the provision
of the Agreement is deemed as invalid or unenforceable, such provision is
invalid and shall be deemed as not incorporated into this Agreement, while the
other provisions shall remain valid.  In
this situation, both parties shall make reasonable efforts to substitute the
provisions deemed invalid or unenforceable with valid or enforceable
provisions.  The validity of such new
provisions shall be as similar as possible to that of the provisions
substituted.


 


11.          Notices


 


11.1         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 arrivals.


 


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


 


China Unicom
Communication Limited


 


Attention: Yan
Xiaowei


 


Address: 1021,
10th Floor, No. 133 Xidanbeidajie Jia, Xicheng District, Beijing, China


 


Post Code: 100032


 


China United
Telecommunications Corporation Limited


 


Attention: Zhao
Yilei


 


Address: 40F,
Jinmao Building, Century Boulevard, Shanghai, China


 


Post Code: 200121


 


12.          Applicable Law and Dispute Settlement


 


12.1         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.


 


12.2         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         Revisions to this
Agreement (or any documents referred to in the Agreement) shall be made in
writing. No revisions or additions shall become effective until it is duly
signed in writing and sealed by the legal representatives of both parties or
their duly authorized representatives. 
The term “revision” shall include revisions, additions, deletions or
modifications in any manner.


 


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


 


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  China United
  Telecommunications Corporation Limited (Corporate Seal)

  
	
   

  
	
   

  
	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Wang Jianzhou

  	
   

  
	
   

  
	
   

  
	
  Unicom New World
  Telecommunications Corporation Limited (Corporate Seal)

  
	
   

  
	
   

  
	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Sun Qian

  	
   

  



 


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