Exhibit
4.14


 


(English
Translation)


 


 


Transfer
Agreement of

CDMA Network Capacity Lease Agreement


 


between


 


China
United Telecommunications Corporation Limited


 


and


 


Unicom New Century Telecommunications Corporation Limited


 


 


November
20, 2002


 

















 


Transfer Agreement of CDMA Network
Capacity Lease Agreement


 


This Agreement
(the “Agreement”) is entered into on November 20, 2002, in Beijing, China,
between


 


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

Address: 9th Floor, A 133, Xidanbeidajie, Xicheng District, Beijing

Legal Representative: Mr. Yang Xianzu


 


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

Address: 9th Floor, A 133, Xidanbeidajie, Xicheng District, Beijing

Legal Representative: Mr. Yang Xianzu


 


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 Unicom A-Share Company;


 


(2)               Unicom 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 Century,
a limited corporation wholly owned by Unicom Group and a provider of integrated
telecommunications services established on July 16, 2002 after the
restructuring of Unicom Group, has been injected by Unicom Group with its
mobile telecommunications businesses and related assets, credits and
liabilities in the following nine provinces and municipalities: Sichuan,
Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin and Jiangxi
(the “Nine Service Areas”);


 


(4)               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 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 (the “Unicom Red-Chip Company”), which is
indirectly controlled by Unicom A-Share Company, or its subsidiaries;


 


(5)               Unicom Group is
contemplating on injecting all of its shares of Unicom New Century and other
offshore interests (hereinafter collectively as “Target Interests”) into Unicom
Red-Chip Company through its wholly-owned overseas subsidiary (the “Offshore
Capital Injection Project”); and


 


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(6)               For the purpose of
the Offshore Capital Injection Project, Unicom Group, Unicom New Century and
Unicom A-Share Company entered into a CDMA Network Capacity Lease Agreement on
November 20, 2002.


 


NOW THEREFORE, For the purpose of this Offshore Capital Injection
Project, in accordance with the transaction principles set forth in the
Memorandum on Connected Transactions and 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 Article 6 herein are satisfied, Unicom A-Share Company
agrees to transfer immediately all of its rights and obligations under the CDMA
Network Capacity Lease Agreement and the Annexes thereto to Unicom New Century.
Unicom New Century consequently agrees to accept all of the rights and
obligations of Unicom A-Share Company under the CDMA Network Capacity Lease
Agreement.


 


2.                    Once Unicom A-Share
Company transfers all of its rights and obligations under the CDMA Network
Capacity Lease Agreement to Unicom New Century, Unicom New Century shall
immediately succeed all such rights and obligations and Unicom A-Share Company
shall immediately terminate all such rights and obligations.


 


3.                    Unicom A-Share
Company confirms that, pursuant to Article 21 of the CDMA Network Capacity
Lease Agreement, Unicom Group has given an irrevocable consent that Unicom
A-Share Company may transfer all of its rights and obligations under the CDMA
Network Capacity Lease Agreement to Unicom New Century 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 Unicom A-Share Company to transfer
its rights and obligations under the CDMA Network Capacity Lease Agreement to
Unicom New Century 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 perform hereunder. Upon execution, this Agreement shall
constitute a legal, valid and binding obligation to each Party.


 


5.                    Unicom New
Century agrees to retain and perform during the term of the CDMA Network
Capacity Lease Agreement all the rights and obligations given to Unicom A-Share
Company in the past or in the future pursuant to the provisions and conditions
set forth in the CDMA Network Capacity Lease Agreement.


 


3.                    Effectiveness


 


This Agreement shall become effective subject to the
conditions as follows:


 


6.1              Approval at the
Shareholders Meeting of Unicom Red-Chip Company of transfer of all of the
rights and obligations under the CDMA Network Capacity Lease Agreement by
Unicom A-Share Company to Unicom New Company pursuant to applicable laws,
regulations and listing rules; and


 


3

















 


6.2     The requirements under Article 3 of the
CDMA Network Capacity Lease Agreement are met.


 


6.3              This Agreement shall
become effective on January 1, 2003, provided that the requirements under
Sections 6.1 and 6.2 herein are met.


 


4.                    Force Majeure


 


In any force majeure event that is unforeseeable and
the consequences of which are unavoidable or insurmountable and 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


 


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 Unicom 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, organisation 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
arrivals.


 


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


 


China United Telecommunications Corporation Limited

Attention: Zhao Yi Lei

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

Post Code: 100032


 


Unicom New Century
Telecommunications Corporation Limited

Attention: Song Xiao Xi

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 to a competent PRC Court.


 


13.              Miscellaneous


 


13.1                  Based on mutual
consultations, both Parties can make modifications, revisions or additions to
this Agreement and the 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.


 


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


 


13.3                  This Agreement
has six original copies with each having equal legal binding force.


 


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(This page contains no text)


 


 


China
United Telecommunications Corporation Limited (Corporate Seal)


 


Legal Representative or duly Authorized Representative: /s/ Wang Jian
Zhou


 


 


Unicom
New Century Telecommunications Corporation Limited (Corporate Seal)


 


Legal Representative or duly Authorized Representative: /s/ Tong Ji Lu


 


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