Exhibit
4.12


 


(English
Translation)


 


 


Transfer
Agreement of


General
Service Agreement


 


 


between


 


China United Telecommunications Corporation Limited


 


and


 


Unicom
New Century Telecommunications Corporation Limited


 


 


November
20, 2002


 

















 


Transfer Agreement
of General Service 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;


 


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(5)                        Unicom
Group is contemplating on injecting all of its shares of Unicom New Century and
its 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


 


(6)                        For
the purpose of the Offshore Capital Injection Project, Unicom Group, Unicom New
Century and Unicom A-Share Company entered into a General Service 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 General Service Agreement and its Annexes to Unicom New Century. Unicom New
Century consequently agrees to accept all the rights and obligations of Unicom
A-Share Company under the General Service Agreement.


 


2.                             Once
Unicom A-Share Company transfers all of its rights and obligations under the
General Service Agreement to Unicom New Century, Unicom New Century shall
immediately assume 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 6 of the General Service
Agreement, Unicom Group has given its irrevocable consent that Unicom A-Share
Company may transfer all of its rights and obligations under the General
Service 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 General Service 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 to perform hereunder. Upon execution, this Agreement will
constitute legal, valid and binding obligations to each Party.


 


5.                             Unicom
New Century agrees to retain and perform, during the term of the General
Service 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 General Service Agreement.


 


6.                             Effectiveness


 


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


 


6.1                        Approval
from the Shareholders Meeting of Unicom Red-Chip Company to transfer of all of
the rights and obligations under the General Service


 


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Agreement by Unicom A-Share Company to Unicom New Company pursuant to
applicable laws, regulations and listing rules; and


 


6.2                        The
requirements under Article 7 of the General Service 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.


 


7.                             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,
both Parties shall decide through negotiations 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


 


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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 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
entitle 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 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.


 


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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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