Exhibit 4.11


 


(English Translation)


 


 


General Service Agreement


 


between


 


China Unicom Corporation Limited


 


and


 


China Unicom Ltd.


 


 


November 20, 2002


 

















 


General Service Agreement


 


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


 


(1)                                  Party
A: China United Telecommunications Corporation


Address: Huang
Cheng Hotel, 15 Yangfangdianlu, Haidian District,


Beijing


Legal
Representative: Mr. Yang Xianzu


 


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


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


Legal
Representative: Mr. Yang Xianzu


 


Whereas:


 


(1)                                  Party
A, a duly incorporated and validly existing limited corporation, is a provider
of integrated telecommunications services;


 


(2)                                  Party
B, a limited company 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)                                  Party
A and Party B entered into a memorandum, dated August 12, 2002 (the “Memorandum
on Connected Transactions”), regarding certain transactions after Party B’s
public offering between Party A or its subsidiaries (excluding Party B and any
subsidiaries controlled by Party B) and China Unicom Limited (the “Unicom
Red-Chip Company”), which is indirectly controlled by Party B, or its
subsidiaries;


 


(4)                                  Unicom
New Century Telecommunications Co. Limited (the “Unicom New Century’), a
limited corporation wholly owned by Party A and a provider of integrated
telecommunications services established on July 16, 2002, has been injected by
Party A 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”); and


 


(5)                                  Party
A is contemplating on injecting, via a wholly owned overseas subsidiary, all
the rights and interests of the shares of Unicom New Century it now holds (the
“Target Interests”) into Unicom Red-Chip Company, which is established in Hong
Kong (the “Offshore Capital Injection Project”).


 


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NOW THEREFORE, for the purpose
of the Offshore Capital Injection Project, in accordance with the Memorandum on
Connected Transactions and the applicable transaction principles set forth in
the related listing rules, and on the basis of equality and mutual benefit,
both Parties hereby have reached the following agreements after friendly
consultations:


 


1.                                      General
Principles:


 


1.1                                 The
“General Service” hereunder refers to certain services and facilities provided
by the Parties to each other and any payment by the Served Party to the Serving
Party (the “Service Fees”).


 


1.2                                 Such
services and/or facilities provided by one Party to the other 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.


 


1.3                                 The
condition or quality of any of the General Service provided hereunder by either
Party to the other Party shall not be lower than that of the same or similar
services or facilities the Serving Party provides to any third party.


 


1.4                                 In
the event that either Party requires the other Party to increase the supply of
any of the General Service, 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.


 


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


 


1.6                                 The
General Service provided hereunder shall be in accordance with the specific
purposes agreed by both Parties as well as with the applicable national
standards.


 


1.7                                 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.


 


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


 


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2.                                      Major
Items in the General Service:


 


2.1                                 The
General Service provided by the Parties to each other and other related
arrangements are set forth in the Annexes hereto:


 


Annex I:                            Interconnection
and Settlement (to be provided by both Parties to each other);


 


Annex II:                       Roaming
Arrangement (to be provided by both Parties to each other);


 


Annex III:                   Special
Phone Cards (to be provided by Party A to Party B);


 


Annex IV:                   Equipment
Acquisition Service (to be provided by Party A to Party B); and


 


Annex IV:                   Use
of the Properties (to be provided by Party A to Party B).


 


3.                                      Pricing
and Payment:


 


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


 


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


 


3.3                                 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’ decisions shall be final and
binding to both Parties.


 


3.4                                 Each
Party shall pay the due Service Fees for the relevant services provided by the
other Party in accordance with the pricing principles and standards set forth
in this Agreement and the Annexes hereto.


 


3.5                                 In
the event that either Party fails to pay any due Service Fee, such Party shall
pay to the other 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 other 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 other 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.


 


3.6                               In
every October, both Parties shall discuss the next fiscal year’s pricing


 


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standards for
each item of the General Service 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 3.3 herein.


 


4.                                      Term:


 


4.1                                 The
term of this Agreement shall be one year. Subject to Section 7 herein, this
Agreement shall become effective on January 1, 2003.


 


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


 


5.                                      Representations,
Warranties and Covenants:


 


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


 


5.1                                 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 Annexes;


 


5.2                                 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


 


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


 


6.                                      Assignment:


 


6.1                                 Subject
to the terms and conditions under this Agreement and the Memorandum on
Connected Transactions, Party A hereby gives an irrevocable consent that Party
B may transfer its rights and obligations hereunder to Unicom New Century or
its subsidiaries, or Unicom Red-Chip Company or its subsidiaries. No other or
further consent by Party A shall be required for Party B to transfer its rights
and obligations hereunder to Unicom New Century or its subsidiaries, or Unicom
Red-Chip Company or its subsidiaries.


 


6.2                                 Once
Party B transfers its rights and obligations hereunder to Unicom New Century or
its subsidiaries, or Unicom Red-Chip Company or its subsidiaries, the
transferee shall immediately assume all of Party B’s rights and obligations
hereunder, while Party B shall immediately terminate all such rights and
obligations.


 


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7.                                      Effectiveness:


 


The effectiveness
of this Agreement shall be subject to the terms and conditions under Section
3.1 of the Share Transfer Agreement, dated November 20, 2002, by and among
Unicom Centenarian (BVI) Limited (“Centenarian BVI”), Party A and China Unicom
(BVI) Limited, in connection with the acquisition of Centenarian BVI by China
Unicom (BVI) Limited.


 


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


 


9.                                      Confidentiality:


 


Unless
required by law or any regulations or requirements of any relevant regulatory
authorities, or unless for the purpose of Party B’s information disclosure to
the Shanghai Stock Exchange, each Party 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.


 


10.                               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.


 


11.                               Notification:


 


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


 


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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:

  	
   

  	
  Jia Yong
  Zeng

  
	
  Address:

  	
   

  	
  A133,
  Xidanbeidajie, Room 1167, 11th Floor, Xicheng District,

  
	
   

  	
   

  	
  Beijing,
  China 100032

  



 


Unicom New Century:


 


	
  Attention:

  	
   

  	
  Song Xiao Xi

  
	
  Address:

  	
   

  	
  A133,
  Xidanbeidajie, Room 1168, 11th Floor, Xicheng District,

  
	
   

  	
   

  	
  Beijing,
  China 100032

  
	
   

  	
   

  	
   

  



12.                               Governing
Law:


 


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


 


13.                               Dispute
Resolution:


 


Other than the
exceptions under Section 3.3 herein, 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.


 


14.                               Miscellaneous


 


14.1                           Annexes
I to V 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.


 


14.2                           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.


 


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


 


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


 


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China Unicom Corporation
Limited (Corporate Seal)


 


Legal Representative or
Authorized Representative: /s/ Yang Xian Zu


 


 


China Unicom Ltd.


 


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


 


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Annex I


 


Interconnection and Settlement


 


1.                                       Types
of interconnection:


 


For the
purpose of operating various telecommunication networks, including the mobile
network of the Nine Service Areas, Party A and Party B hereby agree to
interconnect all of their telecommunication networks, including each Party’s
own mobile networks and other networks.


 


2.                                       Technical
specifications and standards, cost sharing and network construction in respect
of the interconnection:


 


2.1                                 Any
such interconnection shall be subject to the interconnection standards and
specifications set forth by governmental telecommunications authorities.


 


2.2                                 Issues
such as cost-sharing methods and network construction shall be discussed and
decided by both Parties, in accordance with applicable regulations set forth by
governmental telecommunications authorities.


 


3.                                       Each
Party’s obligations:


 


3.1                                 Each
Party shall ensure that the quality of the interconnection shall not be lower
than that of the telecommunication within their own networks.


 


3.2                                 Based
on the technology available, each Party shall unconditionally and promptly
provide the other Party’s customers, upon the customers’ requests, any
services  (including special services
and intelligent services) available to the customers in its own networks.


 


4.                                       Network
management and adjustment:


 


4.1                                 Each
Party shall notify the other Party of its construction work on network
expansions, if such construction work may affect the usage of the other Party’s
customers, six months before such construction work starts.


 


4.2                                 Each
Party shall notify the other Party of its technical adjustment work on router
systems, frame relays, transmission methods, cell data or software upgrades,
etc.,


 


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if such
adjustment may affect the usage of the other Party’s customers, 30 days before
such adjustment work starts.


 


4.3                                 Each
Party shall provide timely cooperation and assistance, at the other Party’s
request, in the other Party’s adjustment work on router systems, frame relays,
transmission methods, cell data or software upgrades, etc., so as to ensure the
quality of the interconnection.


 


5.                                       Maintenance,
technical problems and solutions:


 


5.1                                 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.


 


5.2                                 Each
Party may not terminate the interconnection without the other Party’s consent.


 


5.3                                 Should
there be a network breakdown or heavy network traffic, both Parties shall take
effective measures to resume operations.


 


6.                                       Settlement
and payment:


 


6.1                                 Settlement
Principles:


 


i.                                          Settlement
between both Parties’ mobile networks:


 


The two
different settlement methods for mobile calls between different provinces are
as follows:


 


1.                                       In
the event that Party A’s or Party B’s mobile subscriber makes a call in both
Parties’ service area, and when Party A collects 4% of the long-distance
charge, then Party B is also entitled to collect 4%. The remainder shall be
collected by China Unicom Corporation Limited (CUCL).


 


2.                                       If
the settlement standards stipulated in the MII announcement dated March 14,
2001 is applied, the caller’s network shall retain RMB0.06 of the long-distance
charge while the receiver’s network shall retain RMB0.06. The remainder shall
be collected by CUCL.


 


Currently,
both Parties agree to adopt the first settlement method above. Both Parties
also agree that, if any other settlement method set forth and modified from


 


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time to time by governmental
authorities, are found more favorable to Party B than the settlement method
currently used by both Parties, such settlement method shall be adopted.


 


ii.                                       All
other interconnection settlement between both Parties:


 


Both Parties
agree to make settlements in accordance with the MII’s announcement dated March
14, 2001 and its amendments from time to time.


 


6.2                                 Billing
principles:


 


The
interconnection settlement between the Parties shall be based on Party B’s
billing data. However, if the discrepancy between Party A’s billing data and
Party B’s accounting billing is larger than 3%, both Parties shall consider
other basis for settlement.


 


6.3                                 Delivery
of billing data and settlement:


 


(1)                                  Settlement
between the Parties’ mobile networks


 


Both Parties
agree to submit relevant billing data on the 25th day of each month
to the Settlement Center, controlled by Party B. The Settlement Center is in
charge of data collecting and processing, and creating network settlement
statements.


 


Both Parties
also agree to make settlements once a month on the network settlement
statements created by the Settlement Center.


 


(2)                                  Other
settlements between the Parties’ mobile networks and fixed networks


 


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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Annex II


 


Roaming Arrangement


 


For the
purpose of providing mobile services to each Party’s subscribers in its own
service areas and providing roaming services to both Parties’ subscribers, both
Parties hereby agree to make arrangements as follows:


 


1.                                       Both
Parties agree to arrange for automatic roaming, so that either Party’s mobile
subscribers can make and receive calls in the other Party’s service areas.


 


2.                                       Both
Parties agree that a mobile subscriber using roaming services shall be charged
with a fixed roaming fee of RMB 0.60 per minute for both incoming and outgoing
calls.


 


(1)                                  If
a Party B’s subscriber uses the roaming service in Party A’s service area, the
roaming charge collected by Party B shall be distributed as follows: (i) RMB
0.40 is collected by Party A; and (ii) RMB 0.20 is retained by Party B.


 


(2)                                  If
a Party A’s subscriber roams in the Nine Service Areas, the roaming charge
collected by Party A shall be distributed as follows: (i) RMB 0.56 is collected
by Party B; and (ii) RMB 0.04 is retained by Party A.


 


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Annex III


Special Phone Cards


 


1.                                       Scope
of the special phone cards service:


 


Based on its
actual needs, Party B may request Party A to provide, via Unicom Xingye, a
subsidiary held by Party A, certain telephone cards for various purposes, including
SIM cards, UIM cards, IP cards, long-distance cards and rechargeable cards (the
“Phone Cards” collectively).


 


2.                                       Quantity
of the Phone Cards:


 


2.1                                 Annual
and periodical plans for ordering the Phone Cards:


 


2.1.1                        In October of each year, Party B shall submit to Party A its annual
order plan for the coming year, based on its operation plan for the year.


 


2.1.2                        In
February, May and September of each year, Party B shall confirm its order plans
for the periods from May to August, from September to December, and from
January to April of the next year, respectively. Party A shall deliver the  Phone Cards according to the order plans
confirmed by Party B, unless there is a force majeure event.


 


2.2                                 Rush
orders and temporary orders:


 


Party B may
request to modify its order plans. Should there be any rush orders or temporary
orders resulting from such modifications, Party A shall do its utmost to supply
the order as requested by Party B and shall confirm within three days after
Party B’s request whether it will be able to perform as requested by Party B.


 


3.                                       Prices
for the Phone Cards


 


3.1                                 Both
Parties agree that the prices for the Phone Cards shall be determined by the
actual cost of the Phone Cards to be delivered by Party A to Party B (including
the import cost, manufacture cost and distribution cost) plus a marginal profit
no higher than 20% (which is to be determined from time to time by both
Parties) of


 


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the overall
cost. Both Parties also agree to set up a discount rate based on the volume of
Party B’s orders.


 


3.2                                 As
for Party B’s rush orders or temporary orders, Party A may add an expedited fee
of up to 10% on top of the prices set forth above.


 


3.3                                 Both
Parties agree to negotiate and determine in December of each year the price for
each type of Phone Card for the coming year.


 


4.                                       Delivery
time and place:


 


Party A shall
deliver the Phone Cards to Party B at the time and places designated in Party
B’s order plans or as requested by any rush/temporary orders.


 


5.                                       Quality
of the Phone Cards:


 


5.1                                 Party
A shall guarantee the quality of the Phone Cards to be up to the standards
stipulated by the relevant governmental authorities, and provide any necessary
certification.


 


5.2                                 Party
A shall guarantee all the numbers, codes and passwords of the Phone Cards to be
produced under a secure and confidential condition, and guarantee the
technology, security and confidentiality of such numbers, codes or passwords.


 


5.3                                 In
the event that Party B raises any questions regarding the quality of any Phone
Cards within five days after it receives such Phone Cards, Party A shall
exchange or repair such defective Phone Cards, unless the defect was caused by
Party B, until the applicable standards and Party B’s requirements are satisfied.


 


5.4                                 In
the event that Party B fails, after its reasonable efforts, to discover any
existing quality defects in the Phone Cards, Party A shall indemnify Party B
for all Party B’s direct losses caused by such defects.


 


6.                                       Payment:


 


6.1                                 By
the time that Party B confirms with Party A of Party B’s order plan, it shall
make a prepayment of 15% of the total price of the Phone Cards ordered by Party
B. The remaining 85% of the total payment shall be delivered to Party A by the
time that Party A completes the delivery of all the Phone Cards pursuant to
Party B’s order plan.


 


6.2                                 Payment
for rush/temporary orders:


 


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By the time
that Party A confirms with Party B of any rush or temporary order, Party B
shall make the full payment of such order (including any expedited fees) and
Party B may require Party A to deliver such order on a timely basis.


 


7.                                       Other
Phone Cards:


 


Based on its
business needs, Party B may request Party A to provide other types of Phone
Cards. Party A shall make such effort after making a working plan based the
available technology, operating conditions and other factors.


 


Both Parties
agree that they shall discuss the amount, prices, and payment methods of such
other types of Phone Cards. The price shall be based on the actual cost
incurred by Party A in manufacturing and delivering such Phone Cards plus a
marginal profit no higher than 20% of the total cost.


 


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Annex IV


 


Equipment Acquisition Services


 


1.                                       Scope
of the equipment acquisition services:


 


Based on its
actual needs, Party B may request Party A to act on its behalf (via Unicom
Import and Export Co. Ltd. (“Unicom I&E”), a subsidiary controlled by Party
A), to handle overseas acquisitions of telecommunications equipment and other
materials.


 


Unicom I&E
shall provide comprehensive acquisition services, including bidding,
consulting, and acting as the processing agent. Unicom I&E may also
authorize Party A’s other subsidiaries to provide such acquisition services.


 


2.                                       Procedures
for the acquisition services:


 


Both Parties
agree to authorize Unicom I&E to provide the equipment aquisition services
to Party B in accordance with “Notice on Centralized Import and Export
Operations (No. [1994]001)”, “Rules on Centralized Equipment Acquisitions of
China Unicom (No. [1995]380)”, “Rules on Centralized Acquisitions of Equipment
and Instruments (No. [1996 ]31)”, “Methods of Equipment Acquisitions of China
Uniform (No. [1998] 059)” and other applicable documents agreed upon by both
Parties.


 


3.                                       Service
Fees and Payment:


 


3.1                                 Party
B shall pay Unicom I&E such service fees for the acquisitions of any
equipment and materials as follows:


 


3.1.1                                  0.7%
of the underlying amount (including any bank processing fees) in any overseas
acquisition contract of major equipment signed by Unicom I&E on Party B’s
behalf;


 


3.1.2                                  0.5%
of the underlying amount in any domestic acquisition contract of major
equipment signed by Unicom I&E on Party B’s behalf; and


 


3.1.3                                  Unicom
I&E agrees not to charge Party B for the acquisition of any power switches,
storage batteries, diesel-electric sets, constant power supplies, the


 


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air
conditioning of equipment rooms, optic fibers and other transmission materials
and necessary accessories.


 


3.2                                 Both
Parties agree that the payment time for the agent service fees shall be
determined by both Party B and Unicom I&E, based on the specific
circumstance of the equipment acquisition. Should there be any payment overdue,
Party B shall pay Unicom I&E a late fee of 0.5% of the total amount due on
a daily basis.


 


4.                                       Party
A shall cause Unicom I&E to treat Party B in the same manner as it would
Party A in respects of import and export prices as well as other material
provisions or conditions.


 


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Annex V


 


USE OF THE PROPERTIES


 


1.                                       Use
and purposes of the properties:


 


1.1                                 Based
on Party B’s requests from time to time, Party A agrees to give Party B access
to use certain properties it owns (“Party A’s Properties”) and certain other
properties procured by Party A from certain third parties (the “Third Parties’
Properties”), including premises, air conditioners, power supplies, power
devices and other accessorial facilities.


 


1.2                                 Party
B shall use such above-mentioned properties only for the purposes of its
offices, retail outlets, and operations.


 


2.                                       Fees
and payments:


 


2.1                                 Party
B’s payment for using any of Party A’s Properties shall be based on the
depreciation cost or the market price of similar properties in the same
geographical area, whichever is lower.


 


2.2                                 As
for any of the Third Parties’ Properties used by Party B, both Parties shall
share the payment to such third party, based on the proportion used by each
Party.


 


2.3                                 Party
B shall make the payments to Party A within 30 days after the end of each
quarter.


 


2.4                                 Should
there be any payment overdue, Party B shall pay Party A a late fee of 0.05% of
the total amount due on a daily basis.


 


3.                                       Warranties
and Covenants:


 


Party A
warrants that it has full rights to provide such above-mentioned Party A’s
Properties and Third Parties’ Properties (including premises, power supplies,
air conditioners, power devices and other accessorial facilities) for Party B
to use. Party A agrees to indemnify Party B for all the losses resulting from
any dispute regarding Party A’s ownership or rights of use of such Properties
that prevents Party B from exercising its rights under this Annex or any other
damages incurred by Party B.


 


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