Exhibit 4.9


 


(English Translation)


 


 


Restructuring
Agreement


 


between


 


China United Telecommunications Corporation


 


and


 


Unicom New Century
Telecommunications  Corporation Limited


 


 


November 18, 2002


 


 

















 


Table of
Content


 


	
  1.

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Restructuring
  of Project Assets and Interests in China

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Representations,
  Warranties and Covenants

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Taxation

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Non-Competition

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Further Consents

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Mutual Indemnification and
  Guarantee

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Ownership
  of Profits

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Document
  Transfer

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Force Majeure

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  No Waiver

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Notices

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Governing Law

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Dispute
  Resolution

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Effectiveness;
  Miscellaneous

  



 


2

















 


Restructuring Agreement


 


This Restructuring Agreement (the “Agreement”), dated
November 18, 2002, is entered into in Beijing, the People’s Republic of China
(“China” or “PRC”), by and between the following two parties:


 


(1)                                  China
United Telecommunications Corporation (“Unicom Group”)

Address: Huang
Cheng Hotel, No. 15, Yangfangdian Road, Haidian District,

Beijing, China

Legal Representative: YANG Xianzu


 


(2)                                  Unicom
New Century Telecommunications Corporation Limited (“Unicom New Century”)

Address: 9/F, No. 133A, Xidan North Street, Xicheng District, Beijing, China

Legal Representative: YANG Xianzu


 


Recitals


 


WHEREAS,


 


(1)                                  Unicom
Group is a duly organized and validly existing corporation engaged in
integrated telecommunications services in accordance with PRC law;


 


(2)                                  Unicom
New Century is a duly organized and validly existing corporation wholly owned
by Unicom Group in accordance with PRC law, established with a registered
capital of RMB128,936,300. Unicom New Century operates mobile
telecommunications services in Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi,
Henan, Heilongjiang, Jilin and Jiangxi, engages in technology development,
services and consultancy; and sells telecommunications equipments and
electrical appliances; and


 


(3)                                  Unicom
Group shall inject all its equity interests in Unicom New Century (“Target
Interests”) into China Unicom Limited (“Unicom Red Chip Company”) through a
wholly owned overseas company.


 


NOW THEREFORE, on the basis of equality and mutual
benefit, after friendly consultations, Unicom Group and Unicom New Century
agree as follows:


 


1                                          Definitions


 


Unless stated otherwise, in this Agreement:


 


3

















 


	
  Assets Assessment Report

  	
   

  	
  shall mean the Assets Assessment General Report for
  the Assets Injection Project of Nine Subsidiaries by China United
  Telecommunications Corporation (Zhong Qi Hua Ping Bao Zi No. 072A[2001]) (For
  details, please see Appendix 1 of this Agreement) prepared by Zhong Qi
  Hua Asset Evaluation Company Limited. This Assets Assessment Report,
  with June 30, 2001 as the assessment reference date, has been certified by
  the Approval Letter for the Assets Assessment Project of China United
  Telecommunications Corporation’s Assets Injection and Overseas Listing (Cai
  Qi No.133 [2002]) of the Ministry of Finance.

  
	
  Auditor’s Report

  	
   

  	
  shall mean the audit report issued by
  PricewaterhouseCoopers on November 18, 2002 in accordance with PRC accounting
  standards based on its audit of Unicom New Century’s financial statements of
  the two fiscal years ended December 31, 2000 and 2001 and the six month
  period ended June 30, 2002.

  
	
  Unicom Red Chip Company

  	
   

  	
  shall mean China Unicom Limited.

  
	
  Project Assets and Interests in China

  	
   

  	
  shall mean related assets, rights and liabilities
  injected by Unicom Group into Unicom New Century, i.e. all assets and
  interests listed in the Assets Assessment Report, and all contracts,
  agreements, certificates, business operation information, documents and
  files, land use rights and housing ownership rights in connection with such
  assets and interests, and all interests thereof, together with all interests
  and income generated by such assets and interests after the Restructuring
  Effective Date.

  
	
  Target Area

  	
   

  	
  shall mean Sichuan, Xinjiang, Chongqing, Shaanxi,
  Guangxi, Henan, Heilongjiang, Jilin and Jiangxi.

  
	
  Listed Business

  	
   

  	
  shall mean any telecommunications business and other
  related business wholly or partially owned, managed or operated directly or
  indirectly by Unicom Group and/or Unicom New Century at any time.

  
	
  Competitive Business

  	
   

  	
  shall mean any business or activity which results or
  may result in any direct or indirect commercial competition with the Listed
  Business.

  
	
  Restructuring Effective Date

  	
   

  	
  shall mean the date of incorporation of Unicom New
  Century, i.e. July 16, 2002.

  



 


Unless stated otherwise herein, “provisions” mean only
those hereunder. The titles and headings used herein are for convenience only
and are not to be considered in construing or interpreting this Agreement.


 


4

















 


2                                          Restructuring of Project Assets and
Interests in China


 


2.1                                 Unicom
Group and Unicom New Century (collectively “Parties”) hereby agree to assign
the Project Assets and Interests in China to Unicom New Century pursuant to the
provisions hereunder.


 


2.2                                 Pursuant
to the Restructuring, Unicom Group assigns net assets and related interests
listed in the Assets Assessment Report to Unicom New Century.


 


2.3                                 Both
Parties agree and confirm the assignment of the Project Assets and Interests in
China, including the land use rights and real estate titles to be assigned to
Unicom New Century pursuant to the Restructuring. Both Parties confirm such
land use rights and real estate titles have been appraised to be Unicom Group’s
investment in Unicom New Century.


 


2.4                                 Unless
stated otherwise herein, Unicom New Century shall actually own and control the
Project Assets and Interests in China without limitations from any lien,
security or any other third party interests, and be responsible for related
liabilities on and after the Restructuring Effective Date.


 


2.5                                 Both
Parties hereby agree and confirm that Unicom Group shall undertake all the
responsibilities for any agreements, arrangements, liabilities or obligations
in connection with the following matters, while Unicom New Century shall not
bear any of such responsibilities:


 


2.5.1                        Any rights
of Unicom Group’s employees, including the employees transferred to Unicom New
Century, in connection with any of Unicom Group’s salary funds or benefits
funds at any time prior to the Restructuring Effective Date; and


 


2.5.2                        Any
capital contribution agreements or arrangements made between Unicom Group and
its employees prior to the Restructuring Effective Date.


 


2.6                                 Pursuant
to the Restructuring, certain employees of Unicom Group shall be transferred to
Unicom New Century on the Restructuring Effective Date. Unicom Group shall
permit any such employee to dwell in his or her current residence (owned by
Unicom Group) under the same conditions as before the Restructuring Effective
Date until his or her employment by Unicom New Century is terminated. In the
event that any such employee decides to exercise his or her option to purchase
his or her current residence as permitted by the PRC government’s policies or
regulations of housing reform, Unicom Group shall bear all the cost or loss
arising from the sale of the residence (excluding any expenses to be paid by
such employee as required by laws or regulations).


 


5

















 


2.7                                 For
the purpose to arrange the Restructuring pursuant to the provisions hereunder
and to handle effectively all the related existing and remaining matters, both
Parties hereby agree and confirm that all the activities in connection with the
Restructuring shall be legally binding to each Party hereto.


 


2.8                                 Both
parties agree to make their best efforts to complete as early as possible all
the Restructuring matters remaining after the Restructuring Effective Date.
Both Parties agree to take all actions, including, but not limited to, to
execute or cause others to execute any documents, to apply and obtain any
approval, consent or permit, and to register, list or file any proceeding
documents, so as to ensure the full implementation of the Restructuring. As for
any related matters not referred hereto, both parties shall consult with each
other
in a friendly fashion and handle them in an appropriate manner.


 


2.9                                 In
the event that there is any lawsuit or arbitration, caused by any matters that
happened prior to the Restructuring Effective Date, in connection with the
Project Assets and Interests in China assigned to Unicom New Century, both
Parties shall participate in such lawsuit or arbitration, exercise their rights
and Unicom Group shall undertake related responsibilities, and take all proper
and reasonable actions permitted by the court or arbitrator so as to protect
the interests of both Unicom Group and Unicom New Century against such lawsuit
or arbitration.


 


2.10                           All
existing contracts and agreements, with Unicom Group or any of its subsidiaries
as a party and in connection with the Project Assets and Interests in China,
shall be assigned to Unicom New Century on the Restructuring Effective Date.
For the purpose of changing the titles of such contracts or agreements, both Parties have
entered into agreements and/or letters of consent with other participating
parties. In the event that some of such contracts have not yet been agreed by
certain other participating parties to be assigned  from Unicom Group to Unicom New Century because of such reasons
as time or quantity (“Unassigned Contracts”), both Parties agree as follows:


 


2.10.1                  Unicom Group
shall hold the Unassigned Contracts after the Restructuring Effective Date and
perform, in the name of Unicom Group, its obligations thereunder to the other
participating parties thereto, while all Unicom Group’s  rights or obligations thereunder and all the
consequent profits or losses, unless otherwise specified herein, shall belong
to Unicom New Century. Unicom Group agrees that it shall receive or hold any
interests thereunder, including, but not limited to, goods and money, on behalf
of Unicom New Century, who is the owner of such interests. Unicom Group shall
deliver such interests to Unicom New Century at Unicom New Century’s requests;


 


2.10.2                  Unicom Group
shall exercise and perform, strictly under Unicom New Century’s instructions
from time to time, its rights and obligations under


 


6

















 


the Unassigned Contracts, and shall not alter or
terminate any Unassigned Contracts without Unicom New Century’s prior written
consent; notwithstanding the fact that Unicom Group holds the Unassigned
Contracts as a trustee of Unicom New Century, the latter shall not directly
claim any rights against other participating parties thereto, unless consented
by such other participating parties;


 


2.10.3                  Any reasonable
expenses incurred by Unicom Group in performing the obligations under 2.10.1
herein shall be reimbursed by Unicom New Century, excluding those arising from
Unicom Group’s negligence or fault or any other factors caused by Unicom Group;


 


2.10.4                  During the time
when Unicom Group holds or performs any Unassigned Contract as a trustee of
Unicom New Century pursuant to the provisions hereunder, in the event that
there is any Unicom New Century’s loss resulting from Unicom Group’s negligence
or fault or any other factors caused by Unicom Group, prior to or after the
Restructuring Effective Date, including, but not limited to, lawsuit costs and
indemnification, Unicom Group shall make adequate, effective and timely
indemnification to Unicom New Century against such loss; and


 


2.10.5                  In the event
that Unicom New Century needs Unicom Group to exercise, in the latter’s name,
its rights under any Unassigned Contract, including filing lawsuits or
arbitration or taking other necessary actions, Unicom Group should assist
Unicom New Century by so doing in exercising such rights.


 


2.11                           Each
Party agrees to bear its own expenses hereunder, unless specified otherwise
herein.


 


3                                          Representations, Warranties and Covenants


 


3.1                                 Each
Party hereto makes to the other Party the following representations, warranties
and covenants:


 


3.1.1                        It is an
independent legal person organized under PRC law. It has its valid business
license and full rights to operate within the business scope described in the
license;


 


3.1.2                        It has the
full legal rights, power and authorization to execute this Agreement and
perform its responsibilities and obligations hereunder; and


 


3.1.3                        No
provision hereunder violates any of its organizational documents, PRC laws and
regulations, and any thirty-party agreements.


 


7

















 


3.2                                 Unicom
Group makes to Unicom New Century the following representations, warranties and
covenants:


 


3.2.1                        Unicom
Group is the legitimate owner of the Project Assets and Interests in China,
upon which Unicom Group has no lien, security, debts or other third-party
interests (except for those disclosed in the Assets Assessment Report and the
Auditor’s Report);


 


3.2.2                        Unicom
Group agrees to execute this Agreement and perform its responsibilities and
obligations hereunder, including, but not limited to, the assignment of the
Project Assets and Interests in China to Unicom New Century; such assignment
does not violate any of Unicom Group’s organizational documents, agreements or
contracts of which Unicom Group is a participating party, and applicable laws
and regulations;


 


3.2.3                        Unicom
Group has taken all necessary actions, including, but not limited to, executing
agreements, adopting resolutions, filing and obtaining approvals, and has
acquired all the necessary approvals from the state government, provincial and
municipal governments and relevant supervisory authorities for the purpose of effectively
assigning
the Project Assets and Interests in China to Unicom New Century;


 


3.2.4                        The
Auditor’s Report truthfully and impartially reflects Unicom New Century’s
operating results and cash flows for the two fiscal years ended December 31,
2000 and 2001 and the six month period ended June 30, 2002, and its financial
conditions as of December 31, 2000 and 2001 and June 30, 2002;


 


3.2.5                        Since the
Assessment Reference Date, Unicom Group has been managing in a proper manner
all the assets and liabilities in connection with the Project Assets and
Interests in China and operating in a proper manner all the related business,
and there has been no material adverse changes in the contents and values of
such assets and liabilities;


 


3.2.6                        Except for
the liabilities in connection with the Project Assets and Interests in China
which has been disclosed in the Assets Assessment Report and the Auditor’s
Report and the debts generated in the regular business operation after the
Assessment Reference Date as stated in the Auditor’s Report, Unicom New Century
has no other actual, liquid or contingent debt, including any guaranteed debt,
or liability to undertake;


 


3.2.7                        Unicom
Group handles the Project Assets and Interests in China and operates all the
related business in accordance with all applicable PRC laws and regulations,
and has no illegal actions that may bring Unicom New Century any material loss;


 


8

















 


3.2.8                        Unicom
Group has not violated any provisions of any material contracts or agreements
related to the Project Assets and Interests in China injected into Unicom New
Century;


 


3.2.9                        The
operation of the Project Assets and Interests in China has not been affected or
interrupted by any shortage of facilities or resources, such as electricity, or
any other factors;


 


3.2.10                  Unicom Group has
not violated any third party’s patents, copyrights, trademarks, titles or other
registered or unregistered industrial or intellectual copyrights. Unicom Group
shall bear the responsibility for indemnification in the event of any claims
arising from Unicom New Century’s use of the Chinese and English names of
“Unicom”;


 


3.2.11                  As of the
execution date of this Agreement, Unicom Group and its subsidiaries have not
engaged in any Competitive Business in any manner in China (including, but not
limited to, proprietorship, equity or cooperative joint venture, or directly or
indirectly possessing other companies’ shares or other interests, unless via
China Unicom Corporation Limited (“Unicom Operating Company”) and Unicom New
Century), except for the existing Competitive Business stipulated in the
prospectus of Unicom Red Chip Company issued on June 30, 2000;


 


3.2.12                  There is no
material ongoing, pending or threatened lawsuit, arbitration or other legal
proceeding related to Unicom Group (whether as a plaintiff, defendant or any
other identity) and in connection with the Project Assets and Interests in
China injected into Unicom New Century by Unicom Group, nor any claim or fact
of material importance to the Restructuring that may result in any claim which
may have a material impact on Unicom New Century’s operations or financial conditions;


 


3.2.13                  After the
Restructuring Effective Date, all existing or future business licenses, consents,
permits and approvals (including Unicom Group’s licenses for telecommunications
business, same hereafter) obtained from the Ministry of Information Industry
and other state telecommunications authorities and other government
authorities, other allocated and/or acquired resources (including but not
limited to such resources as spectra, frequencies, numbers, trademarks and titles)
related to Unicom New Century’s Listed Business are also applicable to Unicom
New Century. Unicom Group shall obtain in accordance with law, continue to hold,
retain and renew such business licenses, consents, permits and approvals and
other resources for the sole benefit of Unicom New Century’s Listed Business,
and shall not conduct any action or inaction which may adversely affect the
legality, validity and continuity of such business licenses, consents, permits
and approvals and other resources or which


 


9

















 


may impair Unicom New Century’s ability in operating Listed
Business in accordance with PRC laws and regulations. Unicom Group shall take all
action or inaction to obtain, maintain, retain, renew or extend such business
licenses, consents, permits and approvals, and for the legality, validity and
continuity of such business licenses, consents, permits and approvals and other
resources and the ability of Unicom New Century in operating Listed Business in
accordance with PRC laws and regulations;


 


3.2.14                  To meet operating needs of Unicom
New Century’s Listed
Business, Unicom Group shall
arrange to allow Unicom New Century to participate in its existing or future roaming and
settlement arrangements set up with third parties in accordance with industry
rules;


 


3.2.15                  Unicom Group
hereby consents irrevocably to inject into Unicom New Century a sum of circa
RMB1.518 billion yuan which is recorded before the Restructuring Effective Date
as belonging to subsidiaries of Unicom Group within the Target Area;


 


3.2.16                  After the
Restructuring Effective Date, (i) Unicom Group shall have the obligation to
assist Unicom New Century in obtaining the real estate title certificates in
connection with the Project Assets and Interests in China. In the event that
Unicom New Century fails to acquire such certificates for any reasons, Unicom
Group shall indemnify Unicom New Century for all consequent losses,
indemnities, payments, fees, expenses, or claims; and (ii) Unicom Group shall
provide Unicom New Century, other than the Project Assets and Interests in
China, certain other assets and related services (including but not limited to those
ensuring the continuous use by Unicom New Century of any premises owned by
Unicom Group for which documentation of its relevant rights has not yet obtained,
for three years after the Restructuring Effective Date). Unicom Group has the
full legal rights, power and authorization to make such arrangements. In the
event that there is any dispute regarding the usage by Unicom New Century or
its branches/subsidiaries of such assets or the related services that has
resulted in the failure of Unicom New Century or its branches/subsidiaries in
exercising their relevant rights or caused damages to Unicom New Century or its
branches/subsidiaries, Unicom Group agrees to indemnify Unicom New Century or
its branches/subsidiaries for all consequent losses, indemnities, payments, fees,
expenses, or claims;


 


3.2.17                  Should Unicom
New Century deem it necessary, Unicom Group shall continue to provide financial
support to Unicom New Century; and


 


3.2.18                  Unicom Group
shall, at Unicom New Century’s request from time to time, make available to
Unicom New Century or its branches/subsidiaries certain of its own assets and
assets of which use rights have been obtained


 


10

















 


from certain third parties (including premises and
related facilities). In the event that there is any dispute for any reason and
under any circumstance regarding Unicom Group’s property rights or use rights
of such assets that has resulted in Unicom New Century’s failure in exercising
its relevant rights or caused damages to Unicom New Century, Unicom Group agrees
to indemnify Unicom New Century for all consequent claims.


 


3.3                                 All
representations, warranties and covenants herein are separate and independent, and not
subject to any other provisions or contents herein, unless stipulated otherwise
herein.


 


3.4                                 In
the event that Unicom New Century finds Unicom Group has defaulted on any
representations, warranties or covenants herein, Unicom New Century shall be
entitled to claim an indemnity against Unicom Group; Unicom Group agrees to indemnify
Unicom New Century, within thirty (30) days after it receives a notice for
indemnity from Unicom New Century, for all direct and indirect losses, fees or
liabilities arising from such default by Unicom Group.


 


4                                          Taxation


 


4.1                                 “Taxes”
stipulated in 4.2 herein means all the taxes collected by or paid to state,
provincial and local government authorities, including, but not limited to, taxation
on gross or net profit, income, sales, acquisitions, patents and other
intellectual property rights, tangible or intangible assets, chattel or estate (including
sales, assignments, bestowal, disposals, possession, usage or occupancy of
such), including, but not limited to, income tax, sales tax, value-added tax,
consumption tax, tariff, stamp duty, deductions and withholding tax, and also
include the following:


 


4.1.1                        Any tax
collected or paid based on contractual packages or in other similar methods;


 


4.1.2                        Any
additional or double-levied tax, whether such tax results from the deficiency
of the previously collected or paid tax or the tax credits generated by
previously collected or paid tax are unjustifiable or illegitimate; and


 


4.1.3                        Any
penalties, interest, delinquency charges or any other payables, but not
including any tax to be paid which has been listed in financial statements.


 


4.2                                 Unicom
Group will assume the following:


 


4.2.1                        All taxes
generated by the operation of the Project Assets and Interests in China, or any
other assets assigned to Unicom New Century, prior to the Restructuring
Effective Date, whether such taxes are levied or payable before or after the
Restructuring Effective Date; and


 


11

















 


4.2.2                        All taxes
generated prior to or after the Restructuring Effective Date by assets,
rights, debts or obligations (and the relevant operations) owned but not
stipulated in the Assets Assessment Report and the Auditor’s Report.


 


4.3                                 Unicom
Group agrees to indemnify Unicom New Century as follows:


 


All taxes stipulated in
4.2 above and their related claims, lawsuits, losses, indemnities, payments,
fees or expenses, including, but not limited to, all payments, fees and
expenses arising from or associated with enforcements of judgments or
settlements of such claims, lawsuits.


 


5                                          Non-Competition


 


Unicom Group hereby
covenants to Unicom New Century that, once the shares of Unicom Red Chip
Company are listed, Unicom Group, as a controlling shareholder of Unicom Red
Chip Company and the coordinator of other controlling shareholders in
accordance with laws or listing rules of such listing place, shall not engage
or participate in, and shall prevent its subsidiaries from engaging or
participating in, any Competitive Business in China, except for the existing
Competitive Business or cellular telephony services base on CDMA technology, in
any form (including, but not limited to, proprietorship, equity or cooperation
joint venture, or directly or indirectly possessing other companies’ shares or
interests, unless via Unicom Operating Company and/or Unicom New Century, same hereafter).
In the event that Unicom Group and/or any of its subsidiaries engages or
participates in, at any time and in any place within China, operations or
activities that have become a Competitive Business, except for the existing
Competitive Business or cellular telephony services base on CDMA technology,
Unicom Group shall terminate and/or cause its subsidiaries to terminate the
engagement, participation, management and operation of such Competitive
Business.


 


12

















 


6                                          Further Consents


 


6.1                                 After
Unicom Group has assigned all of its shares in Unicom New Century to
Unicom New Century (BVI) Limited (“New Century BVI”), Unicom New Century shall
then become a wholly owned foreign proprietorship company of New Century BVI,
and this agreement shall remain binding on Unicom Group and Unicom New Century.


 


6.2                                 If
Unicom Red Chip Company needs to further restructure Unicom Operating Company
and Unicom New Century, then this Agreement shall be binding on such company which
succeeds the assets, interests and businesses of Unicom New Century.
Representations, warranties and covenants made by Unicom Group to Unicom New
Century shall be deemed to be made to such company which succeeds the assets,
interests and businesses of Unicom New Century.


 


7                                          Mutual Indemnification and Guarantee


 


7.1                                 Except
for liabilities specified in the Assets Assessment Report and the Auditor’s
Report to be borne by Unicom New Century, Unicom Group shall bear all the
liabilities (including contingent liabilities) related to the Project Assets
and Interests in China and other assigned assets and interests and all the
indemnities arising from the Restructuring. Unicom New Century assumes no
responsibilities, rights or interests related to other assets, rights and
liabilities (including contingent liabilities) owned by Unicom Group pursuant
to the Restructuring.


 


7.2                                 Unicom
Group agrees to make unlimited indemnities to Unicom New Century as follows:


 


7.2.1                        Any claim
(excluding that related to taxation) arising from or related to (i) the failure
in disclosing certain assets or liabilities in the financial statements prior
to the Restructuring Effective Date or (ii) assets and liabilities retained or
held by Unicom Group;


 


7.2.2                        Any claim
arising from or related to Unicom Group’s negligence or malpractice in respect
of the Project Assets and Interests in China prior to the execution date of
this Agreement (unless any of such claim is specified in Assets Assessment
Report); and


 


7.2.3                        At any
time:


 


(a)                                  Any
claim arising from Unicom Group’s failure to inject any related assets or
liabilities into Unicom New Century pursuant to the Restructuring and this
Agreement; and


 


(b)                                 Any
claim arising from Unicom Group’s breach of any provision hereunder.


 


13

















 


7.3                                 Unicom
New Century agrees to indemnify Unicom Group for any claim arising from Unicom
New Century’s breach of any provision hereunder.


 


7.4                                 Claims
specified in 7.2 and 7.3 above include but are not limited to all payments,
fees and expenses generated in or related to the handling of such claims or the
enforcing of judgments or decisions thereof. However, any lawsuits, claims,
payments, fees and expenses resulted from or related to the deliberate breach
of this Agreement, fraud or negligence by the party claiming such indemnity are
not included hereunder.


 


7.5                                 Any
indemnity claim from any Party hereto should be presented in written form and
with a description
of the facts and status related to the claim in reasonable details.


 


7.6                                 Unicom
Group hereby agrees to forward to Unicom New Century any payment that belongs
to Unicom New Century after the Restructuring Effective Date within seven (7)
days after Unicom Group receives such payment from any third party.


 


7.7                                 Pursuant
to the Restructuring, some of Unicom Group’s employees shall be transferred to
Unicom New Century together with various social securities attached thereto.
Unicom New Century shall sign an employment contract with each of such
employees as required by law, and provide such employee with all required
benefits such as social security, medical insurance and retirement plans in
accordance with the applicable PRC laws. Unicom Group agrees that Unicom New
Century shall not be responsible for any liabilities incurred in the period of
such employee’s employment in Unicom Group. Unicom Group shall indemnify Unicom
New Century in the event that such liabilities result in Unicom New Century’s
loss.


 


8                                          Ownership of
Profits


 


Both Parties hereby agree
that, after the Restructuring Effective Date, profits generated by businesses
related to the Project Assets and Interests in China shall belong to Unicom New
Century.


 


 


9                                          Document Transfer


 


Unicom Group shall
transfer to Unicom New Century the originals of all the contracts, deeds,
agreements, undertaking letters, guarantee letters, insurance policies and all
other relevant documents related to the Project Assets and Interests in China.


 


14

















 


10                                    Force Majeure


 


Should an unforeseeable,
unavoidable and uncontrollable event of force majeure cause either Party hereto
to be unable to perform its obligations hereunder, such party
shall inform the other party of the situation, and provide within 15 days the
relevant detailed information and a document discussing the reasons for the
total inability or partial inability or necessary delay in continuing to
perform the obligations hereunder. Both Parties shall consequently consult with
each other in consideration of the degree such event of force majeure has
affected the performance of such obligations so as to decide whether to
terminate or partially relieve or delay the performance of such obligations.


 


11                                    Confidentiality


 


Unless required otherwise
by law or by supervisory authorities or for the purpose of acquisition, each
party hereto shall not provide or disclose, without written permission from the
other party, to any company, enterprise, organization or individual any
information and materials regarding the other party.


 


12                                    No Waiver


 


Unless required otherwise
by law, any party’s failure or delay in exercising of its rights, power or
privileges hereunder shall not be construed as any waiver of such rights, power
or privileges. Any partial exercising of such rights, power or privileges shall
not impair any further exercising of such rights, power or privileges.


 


13                                    Notices


 


Notices given in
connection with this Agreement shall be transmitted in written form by hand
delivery, facsimile or mail. If hand-delivered, it shall be deemed effectively
delivered on the date it is actually delivered to the other Party. If sent by
facsimile, it shall be deemed effectively delivered by the time when the
transmission report indicates that the message was completely transmitted. If
sent by mail, it shall be deemed effectively delivered three business days
(postponed automatically for public holidays) after the date of mailing. Any
notice shall become effective upon delivery.


 


The Parties’ addresses are as follows:


 


	
  China United Telecommunications Corporation

  	
   

  	
  Unicom New Century

  Telecommunications Corporation

  Limited

  
	
   

  	
   

  	
   

  
	
  Contact Person: Jia Yongzeng

  	
   

  	
  Contact Person: Zhao Yilei

  



 


15

















 


	
  Address: Room 1167, 11/F

  No. 133A, Xidan North Street

  Xicheng District

  Beijing, China

  Postal code: 100032

  	
   

  	
  Address: Room 976, 9/F

  No. 133A, Xidan North Street

  Xicheng District

  Beijing, China

  Postal code: 100032

  



 


14                                    Governing Law


 


This Agreement and its
interpretation and enforcement shall be governed by the laws of the
People’s Republic of China.


 


15                                    Dispute
Resolution


 


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. In the event that such dispute
fails to be resolved within thirty (30) days after its occurrence, any Party may bring
up a suit to a PRC Court in a relevant jurisdiction.


 


16                                    Effectiveness; Miscellaneous


 


16.1                           This
Agreement shall become effective immediately after being executed and sealed by
both Party’s legal representatives or their authorized persons.


 


16.2                           This
Agreement is separable. In the event that any provision hereof is determined to
be unlawful or unenforceable, it shall not affect the effectiveness and
enforcement of the other provisions hereof.


 


16.3                           If
mutually agreed upon, any amendments or supplements to this Agreement and related
appendices may be made by both Parties and shall become effective after being
executed and sealed by both Party’s legal representatives or their authorized
persons.


 


16.4                           Each
Party shall not transfer any of its rights and obligations hereunder to any
third party without the written consent of the other party.


 


16.5                           This
agreement shall be executed by the Parties hereto in six (6) original
counterparts. Each of the original is equally effective.


 


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  (Corporate Seal)

  	
   

  
	
   

  	
  China United Telecommunications Corporation

  
	
   

  	
   

  
	
   

  	
  Legal Representative:

  
	
   

  	
   

  
	
   

  	
  /s/ Wang Jian Zhou

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  
	
   

  	
  Unicom New Century Telecommunications

  Corporation Limited

  
	
   

  	
   

  
	
   

  	
  Legal Representative:

  
	
   

  	
   

  
	
   

  	
  /s/ Yang Xian Zu

  	
   

  
	
   

  	
  (Signature)

  



 


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