**Exhibit 4.15**

 

(English Translation)

 

 

**Restructuring Agreement**

 

**between**

 

**China United Telecommunications Corporation**

 

**and**

 

**Unicom New World TelecommunicationsCorporation Limited**

 

 

November 4, 2003

 

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**TABLE OFCONTENTS**

 
| **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**                            |   |

 

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**Restructuring Agreement**

 

This RestructuringAgreement (the “Agreement”), dated November 4, 2003, is entered into inBeijing, the People’s Republic of China (“China” or “PRC”), by and between thefollowing two parties:

 

(1)           China UnitedTelecommunications Corporation (“Unicom Group”) Address: Huang Cheng Hotel,No.15, Yangfangdian Road, Haidian District, Beijing, China

 

Legal Representative: Wang Jianzhou

 

(2)           Unicom New WorldTelecommunications Corporation Limited (“Unicom New World”) Address: Room 1009,10th Floor, Tower 1, No. 18, Jian Guo Men Nei Avenue, DongchengDistrict, Beijing, China

 

Legal Representative: Wang Jianzhou

 

WHEREAS:

 

(1)           Unicom Group is a dulyorganized and validly existing corporation engaged in integratedtelecommunications services in accordance with PRC law.

 

(2)           Unicom New World is aduly organized and validly existing corporation wholly owned by Unicom Group atthe time of incorporation in accordance with PRC law, established with aregistered capital of RMB2,054,769,800. It operates mobile telecommunicationsservices in 9 provinces (autonomous regions), namely, Shanxi, Neimenggu, Hunan,Hainan, Yunnan, Tibet, Gansu, Qinghai and Ningxia.

 

(3)           Unicom Group intends toinject all its equity interests in Unicom New World into China Unicom Limited(“Unicom Red Chip Company”) through a wholly owned overseas company.

 

NOW THEREFORE, on thebasis of equality and mutual benefit, after friendly consultations, UnicomGroup and Unicom New World agree as follows:

 

**1.**             Definitions

 

Unless stated otherwise,in the Agreement:

 
| Assets Assessment Report |   | shall mean the Assets Assessment General Report for  the Intention of Establishment of Unicom New World Telecommunications  Corporate Limited by China United Telecommunications Corporation (Zhong Qi  Hua Ping Bao Zi [2003]139), which is made by Zhong Qi Hua Asset Evaluation  Company and approved by the Committee of Management of State-owned Assets  under the State Council (Guo Zi Chan Quan Han [2003]314), with June 30,  2004 as the assessment reference date. |
|--------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Auditor’s Report    |   | shall mean the financial statements and audit report  (Pu Hua Yong Dao Te Shen Zi [2003]123) issued by PricewaterhouseCoopers Zhong  Tian Accountants Firm for Unicom New World Telecommunications Corporation  Limited for 2002 and the six months period ended June 30, 2003.                                                                                                                                                                                                |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Unicom Group             |   | China United Telecommunications Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Unicom Red Chip Company  |   | China Unicom Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| CUCL                     |   | China Unicom Corporation Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Unicom New World         |   | Unicom New World Telecommunications Corporation  Limited                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

1

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| Unicom New World (BVI)                |   | Unicom New World (BVI) Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Project Assets and Interests in China |   | shall mean related assets, rights and liabilities  injected by Unicom Group into Unicom New World, 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 since June 30, 2003. |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Listed Business                       |   | shall mean any telecommunications business and other  related businesses, wholly or partially owned, managed or operated directly  or indirectly by Unicom Red Chip and/or Unicom New World at any time.                                                                                                                                                                                                                                                                                                      |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Competing Business                    |   | shall mean any business or activity which results or  may result in any direct or indirect commercial competition with the Listed  Business.                                                                                                                                                                                                                                                                                                                                                                  |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Unassigned Contracts                  |   | shall mean the unassigned contracts defined in  article 2.10 under the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Restructuring Effective Date          |   | shall mean the date of incorporation of Unicom New  World, i.e., November 4, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

Unless statedotherwise herein, “provisions” mean only those hereunder. The titles andheadings used are for convenience only and are not to be considered inconstruing or interpreting the Agreement.

 

# **2.**             Restructuring of Project Assets andInterests in China

# ** **

## 2.1           Unicom Group and UnicomNew World (collectively, the “Parties”) hereby agree to assign the ProjectAssets and Interests in China to Unicom New World pursuant to the provisionsand conditions of the Agreement.

##  

## 2.2           Pursuant to theRestructuring, Unicom Group assigns net assets and related interests beingRMB2,054,769,800 to Unicom New World.

##  

## 2.3           Both Parties agree andconfirm the assignment of the Project Assets and Interests in China, includingthe land use rights and real estate titles to be assigned to Unicom New Worldpursuant to the Restructuring.

 

## Both Parties confirm suchland use rights and real estate titles have been appraised to be Unicom Group’sinvestment in Unicom New World.

 

## 2.4           Unless otherwise providedherein, Unicom New World shall own and control the Project Assets and Interestsin China free of any liens, security or any other third party interests, and beresponsible for related liabilities on and after the Restructuring EffectiveDate.

##  

## 2.5           Both Parties herebyagree and confirm that Unicom Group shall undertake all the responsibilitiesfor any agreements, arrangements, liabilities or obligations in connection withthe following matters, while Unicom New World shall not bear any of such responsibilities:

##  

### 2.5.1        Any rights of UnicomGroup’s employees (including the employees transferred to Unicom New World), inconnection with any of Unicom Group’s salary funds or benefits funds at anytime prior to the Restructuring Effective Date; and

 

### 2.5.2        Any capital contributionagreements or arrangements made between Unicom Group and its employees prior tothe Restructuring Effective Date.

 

2

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## 2.6           Pursuant to theRestructuring, certain employees of Unicom Group shall be transferred to UnicomNew World on the Restructuring Effective Date. Unicom Group shall permit anysuch employee to occupy his or her current residence (owned by Unicom Group)under the same conditions as before the Restructuring Effective Date until hisor her employment by Unicom New World is terminated. In the event that any suchemployee decides to exercise his or her option to purchase his or her currentresidence as permitted by the PRC government’s policies or regulations onhousing reform, Unicom Group shall bear all the costs or losses arising fromthe sale of the residence (excluding any expenses to be paid by such employeeas required by laws or regulations).

##  

## 2.7           For the purpose ofarranging the Restructuring pursuant to the provisions hereunder and to handleeffectively all the related existing and remaining matters, both Parties herebyagree and confirm that all the activities in connection with the Restructuringshall be legally binding on each Party hereto.

##  

## 2.8           Both parties agree tomake their best efforts to complete as early as possible all the Restructuringmatters remaining after the Restructuring Effective Date. Both Parties agree totake all actions, including, but not limited to, executing or causing others toexecute any documents, applying and obtaining any approvals, consents orpermits, and registering, listing or filing any proceeding documents, so as toensure the full implementation of the Restructuring. As for any related mattersnot referred hereto, both parties shall consult with each other in a friendlyfashion and handle them in an appropriate manner.

##  

## 2.9           In the event that thereis any lawsuit or arbitration, caused by any matters that happened prior to theRestructuring Effective Date, in connection with the Project Assets andInterests in China assigned to Unicom New World, both Parties shall participatein such lawsuit or arbitration, exercise their rights and Unicom Group shallundertake related responsibilities, and take all proper and reasonable actionspermitted by the court or arbitrator so as to protect the interests of bothUnicom Group and Unicom New World against such lawsuit or arbitration.

##  

## 2.10         All existing contractsand agreements, with Unicom Group or any of its subsidiaries as a party and inconnection with the Project Assets and Interests in China, shall be assigned toUnicom New World on the Restructuring Effective Date.

##  

## For the purpose ofchanging the titles of such contracts or agreements, both Parties have enteredinto agreements and/or letters of consent with other participating parties.

##  

## In the event that some ofsuch contracts have not yet been agreed by certain other participating partiesto be assigned from Unicom Group to Unicom New World because of such reasons astime or quantity (“Unassigned Contracts”), both Parties agree as follows:

##  

### 2.10.1      Unicom Group shall hold theUnassigned Contracts after the Restructuring Effective Date and perform, in thename of Unicom Group, its obligations thereunder to the other participatingparties thereto, while all Unicom Group’s rights or obligations thereunder andall the consequent profits or losses, unless otherwise specified herein, shallbelong to Unicom New World. Unicom Group agrees that it shall receive or holdany interests thereunder, including, but not limited to, goods and money, onbehalf of Unicom New World, who is the owner of such interests. Unicom Groupshall deliver such interests to Unicom New World at Unicom New World’srequests;

###  

### 2.10.2      Unicom Group shall exerciseand perform, strictly under Unicom New World’s instructions from time to time,its rights and obligations under the Unassigned Contracts, and shall not alteror terminate any Unassigned Contracts without Unicom New World’s prior writtenconsent; notwithstanding the fact that Unicom Group holds the UnassignedContracts as a trustee of Unicom New World, the latter shall not directly claimany rights against other participating parties thereto, unless consented bysuch other participating parties;

###  

### 2.10.3      Any reasonable expensesincurred by Unicom Group in performing the obligations under 2.10.1 hereinshall be reimbursed by Unicom New World, excluding those arising from UnicomGroup’s negligence or fault or any other factors caused by Unicom Group;

###  

### 2.10.4      During the time when UnicomGroup holds or performs any Unassigned Contract as a trustee

 

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### of Unicom New Worldpursuant to the provisions hereunder, in the event that there are any lossesincurred by Unicom New World resulting from Unicom Group’s negligence or faultor any other factors caused by Unicom Group, prior to or after theRestructuring Effective Date, including, but not limited to, lawsuit costs andindemnification, Unicom Group shall make adequate, effective and timelyindemnification to Unicom New World against such loss; and

 

### 2.10.5      In the event that Unicom NewWorld needs Unicom Group to exercise, in the latter’s name, its rights underany Unassigned Contract, including filing lawsuits or arbitration or taking othernecessary actions, Unicom Group should assist Unicom New World by so doing inexercising such rights.

 

## 2.11         Each Party agrees to bearits own expenses hereunder, unless specified otherwise herein.

##  

# **3.**             Representations, Warranties and Covenants

 

## 3.1           Each Party hereto makesto the other Party the following representations, warranties and covenants:

 

### 3.1.1        It is an independent legalperson organized under PRC law. It has its valid business license and fullrights to operate within the business scope described in the license;

###  

### 3.1.2        It has the full legalrights, power and authorization to execute this Agreement and perform itsresponsibilities and obligations hereunder; and

###  

### 3.1.3        No provision hereunderviolates any of its organizational documents, PRC laws and regulations, and anythird-party agreements.

###  

## 3.2           Unicom Group makes toUnicom New World the following representations, warranties and covenants:

 

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

###  

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

###  

### 3.2.3        Unicom Group has taken allnecessary actions, including, but not limited to, executing agreements,adopting resolutions, filing and obtaining approvals, and has acquired all thenecessary approvals from the state government, provincial and municipalgovernments and relevant supervisory authorities for the purpose of effectivelyassigning the Project Assets and Interests in China to Unicom New World;

###  

### 3.2.4        The Auditor’s Reporttruthfully and impartially reflects the aggregate profits and net assetsinjected into Unicom New World’s Asset Injection Project for fiscal year as ofDecember 31, 2002 and the six months period ended June 30, 2003. TheAuditor’s Report fully provides and discloses all obligations (notwithstandingwhether they are existing or not, indirect or disputable, including financiallease undertaking obligations, pension obligations), and all outstandingcapital undertaking and all bad and non-performing debts.

###  

### 3.2.5        Since the AssessmentReference Date, Unicom Group has been managing in a proper manner all theassets and liabilities in connection with the Project Assets and Interests inChina and operating in a proper manner all the related business, and there hasbeen no material adverse changes in the content and value of such assets andliabilities;

###  

### 3.2.6        Except for the liabilitiesin connection with the Project Assets and Interests in China which have beendisclosed in the Assets Assessment Report and the Auditor’s Report and thedebts generated in the regular business operation after the AssessmentReference Date as stated in the Auditor’s Report, Unicom New World has no otheractual, liquid or contingent debt,

 

4

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### including any guaranteeddebt, or liability to undertake;

###  

### 3.2.7        Unicom Group handles theProject Assets and Interests in China and operates all the related business inaccordance with all applicable PRC laws and regulations, and has taken noillegal actions that may bring Unicom New World any material loss;

###  

### 3.2.8        Unicom Group has notviolated any provisions of any material contracts or agreements related to theProject Assets and Interests in China injected into Unicom New World;

###  

### 3.2.9        The operation of theProject Assets and Interests in China has not been affected or interrupted byany shortage of facilities or resources, such as electricity, or any otherfactors;

###  

### 3.2.10      Unicom Group has notviolated any third party’s patents, copyrights, trademarks, titles or other registeredor unregistered industrial or intellectual copyrights. Unicom Group shall bearthe responsibility for indemnification in the event of any claims arising fromUnicom New World’s use of the Chinese and English names of “Unicom”;

###  

### 3.2.11      As of the execution date ofthis Agreement, Unicom Group and its subsidiaries have not engaged in anyCompeting Business in any manner in China (including, but not limited to,proprietorship, equity or cooperative joint venture, or directly or indirectlypossessing other companies’ shares or other interests, unless via China UnicomCorporation Limited (“CUCL”) and Unicom New World), except for the existingCompeting Business stipulated in the prospectus of Unicom Red Chip Companyissued on June 30, 2000;

###  

### 3.2.12      There is no materialongoing, pending or threatened lawsuit, arbitration or other legal proceedingrelated to Unicom Group (whether as a plaintiff, defendant or any otheridentity) and in connection with the Project Assets and Interests in Chinainjected into Unicom New World by Unicom Group, nor any claim or fact ofmaterial importance to the Restructuring that may result in any claim which mayhave a material impact on Unicom New World’s operations or financialconditions;

###  

### 3.2.13      After the Restructuring EffectiveDate, all existing or future business licenses, consents, permits and approvals(including Unicom Group’s licenses for telecommunications business) obtainedfrom the Ministry of Information Industry and other state telecommunicationsauthorities and other government authorities, other allocated and/or acquiredresources (including but not limited to such resources as spectra, frequencies,numbers, trademarks and titles) related to Unicom New World’s Listed Businessare also applicable to Unicom New World. Unicom Group shall obtain inaccordance with law, continue to hold, retain and renew such business licenses,consents, permits and approvals and other resources for the sole benefit ofUnicom New World’s Listed Business, and shall not conduct any action orinaction which may adversely affect the legality, validity and continuity ofsuch business licenses, consents, permits and approvals and other resources orwhich may impair Unicom New World’s ability in operating Listed Business inaccordance with PRC laws and regulations. Unicom Group shall take all action orinaction to obtain, maintain, retain, renew or extend such business licenses,consents, permits and approvals, and for the legality, validity and continuityof such business licenses, consents, permits and approvals and other resourcesand the ability of Unicom New World in operating Listed Business in accordancewith PRC laws and regulations;

###  

### 3.2.14      To meet the operating needsof Unicom New World’s Listed Business, Unicom Group shall arrange to allowUnicom New World to participate in its existing or future roaming andsettlement arrangements set up with third parties in accordance with industryrules;

###  

### 3.2.15      After the RestructuringEffective Date, (i) Unicom Group shall have the obligation to assist Unicom NewWorld in obtaining the real estate title certificates in connection with theProject Assets and Interests in China. In the event that Unicom New World failsto acquire such certificates for any reasons, Unicom Group shall indemnify UnicomNew World for all resulting losses, indemnities, payments, fees, expenses, orclaims; and (ii) Unicom Group shall provide Unicom New World, other than theProject Assets and Interests in China, certain other assets and relatedservices (including but not limited to those ensuring the continuous use by

 

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### Unicom New World of anypremises owned by Unicom Group for which documentation of its relevant rightshas not yet obtained, for three years after the Restructuring Effective Date).Unicom Group has the full legal rights, power and authorization to make sucharrangements. In the event that there is any dispute regarding the usage byUnicom New World or its branches/subsidiaries of such assets or the related servicesthat has resulted in the failure of Unicom New World or itsbranches/subsidiaries in exercising their relevant rights or caused damages toUnicom New World or its branches/subsidiaries, Unicom Group agrees to indemnifyUnicom New World or its branches/subsidiaries for all consequent losses,indemnities, payments, fees, expenses, or claims;

###  

### 3.2.16      Should Unicom New World deemit necessary, Unicom Group shall continue to provide financial support toUnicom New World; and

###  

### 3.2.17      Unicom Group shall, atUnicom New World’s request from time to time, make available to Unicom NewWorld or its branches/subsidiaries certain of its own assets and assets ofwhich use rights have been obtained from certain third parties (includingpremises and related facilities). In the event that there is any dispute forany reason and under any circumstance regarding Unicom Group’s property rightsor use rights of such assets that has resulted in Unicom New World’s failure inexercising its relevant rights or resulted in damages to Unicom New World,Unicom Group agrees to indemnify Unicom New World for all resulting claims.

###  

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

##  

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

##  

# **4.**             Taxation

 

## 4.1          “Taxes” stipulated inSection 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 otherintellectual property rights, tangible or intangible assets, chattel or estate(including sales, assignments, bestowal, disposals, possession, usage oroccupancy of such), including, but not limited to, income tax, sales tax,value-added tax, consumption tax, tariff, stamp duty, deductions andwithholding tax, and also include the following:

##  

### 4.1.1        Any tax collected or paidbased on contractual packages or in other similar methods;

###  

### 4.1.2        Any additional ordouble-levied tax, whether such tax results from the deficiency of the previouslycollected or paid tax or the tax credits generated by previously collected orpaid 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 paidwhich has been listed in financial statements.

###  

## 4.2           Unicom Group willassume the following:

##  

### 4.2.1        All taxes generated by theoperation of the Project Assets and Interests in China, or any other assetsassigned to Unicom New World, prior to the Restructuring Effective Date,whether such taxes are levied or payable before or after the RestructuringEffective Date; and

###  

### 4.2.2        All taxes generated priorto or after the Restructuring Effective Date by assets, rights, debts orobligations (and the relevant operations) owned but not stipulated in theAssets Assessment Report and the Auditor’s Report.

###  

## 4.3           Unicom Group agrees toindemnify Unicom New World as follows:

 

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All taxesstipulated in Section 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 ofjudgments or settlements of such claims or lawsuits.

 

# **5.**             Non-Competition

 

Unicom Grouphereby covenants to Unicom New World that, once the shares of Unicom Red ChipCompany are listed, Unicom Group, as a controlling shareholder of Unicom RedChip Company and the coordinator of other controlling shareholders inaccordance with laws or listing rules of such listing place, shall not engageor participate in, and shall prevent its subsidiaries from engaging orparticipating in, any Competing Business in China, except for the existingCompeting Business or cellular telephony services based on CDMA technology, inany form (including, but not limited to, proprietorship, equity or cooperationjoint venture, or directly or indirectly possessing other companies’ shares orinterests, unless via Unicom Operating Company and/or Unicom New World). In theevent that Unicom Group and/or any of its subsidiaries engages or participatesin, at any time and in any place within China, operations or activities thathave become a Competing Business, except for the existing Competing Business orcellular telephony services base on CDMA technology, Unicom Group shallterminate and/or cause its subsidiaries to terminate the engagement,participation, management and operation of such Competing Business.

 

# **6.**             Further Consents

 

## 6.1           After Unicom Group hasassigned all of its shares in Unicom New World to Unicom New World (BVI)Limited (“New World BVI”), Unicom New World shall then become a wholly ownedforeign proprietorship company of New World BVI, and this agreement shallremain binding on Unicom Group and Unicom New World.

##  

## 6.2           If Unicom Red ChipCompany needs to further restructure Unicom Operating Company and Unicom NewWorld, then this Agreement shall be binding on such company which shall be asuccessor to the assets, interests and businesses of Unicom New World.Representations, warranties and covenants made by Unicom Group to Unicom NewWorld shall be deemed to be made to such company which shall be a successor tothe assets, interests and businesses of Unicom New World.

##  

# **7.**             Mutual Indemnification and Guarantee

 

## 7.1           Except for liabilitiesspecified in the Assets Assessment Report and the Auditor’s Report to be borneby Unicom New World, Unicom Group shall bear all the liabilities (includingcontingent liabilities) related to the Project Assets and Interests in Chinaand other assigned assets and interests and all the indemnities arising fromthe Restructuring. Unicom New World assumes no responsibilities, rights orinterests related to other assets, rights and liabilities (including contingentliabilities) owned by Unicom Group pursuant to the Restructuring.

##  

## 7.2           Unicom Group agrees tomake unlimited indemnities to Unicom New World as follows:

##  

### 7.2.1        Any claims (excludingthose related to taxation) of Unicom New World arising from or related to (i)the failure to disclose certain assets or liabilities in the financialstatements prior to the Restructuring Effective Date or (ii) assets andliabilities retained or held by Unicom Group;

###  

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

###  

### 7.2.3        At any time:

###  

#### (a)           Any claims arising fromUnicom Group’s failure to inject any related assets or liabilities into UnicomNew World pursuant to the Restructuring and this Agreement; and

####  

#### (b)           Any claims arising fromUnicom Group’s breach of any provision hereunder.

 

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## 7.3           Unicom New World agreesto indemnify Unicom Group for any claim arising from Unicom New World’s breachof any provision hereunder.

##  

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

##  

## 7.5           Any indemnity claimfrom any Party hereto should be presented in written form and with adescription of the facts and status of the claim in reasonable detail.

##  

## 7.6           Unicom Group herebyagrees to forward to Unicom New World any payment that belongs to Unicom NewWorld after the Restructuring Effective Date within seven (7) days after UnicomGroup receives such payment from any third party.

##  

## 7.7           Pursuantto the Restructuring, some of Unicom Group’s employees shall be transferred toUnicom New World together with various social securities attached thereto.Unicom New World shall sign an employment contract with each of such employeesas required by law, and provide such employee with all required benefits suchas social security, medical insurance and retirement plans in accordance withthe applicable PRC laws. Unicom Group agrees that Unicom New World shall not beresponsible for any liabilities incurred in the period of such employee’semployment in Unicom Group. Unicom Group shall indemnify Unicom New World inthe event that such liabilities result in Unicom New World’s loss.

##  

# **8.**             Ownership of Profits

 

Both Partieshereby agree that, after the Restructuring Effective Date, profits generated bybusinesses related to the Project Assets and Interests in China shall belong toUnicom New World.

 

# **9.**             Document Transfer

 

Unicom Group shalltransfer to Unicom New World the originals of all the contracts, deeds,agreements, letters of undertaking, letters of guarantee, insurance policiesand all other relevant documents related to the Project Assets and Interests inChina.

 

# **10.**          ForceMajeure

 

Should anunforeseeable, unavoidable and uncontrollable event of force majeure causeeither Party hereto to be unable to perform its obligations hereunder, suchparty shall inform the other party of the situation, and provide within 15 daysthe relevant detailed information and a document discussing the reasons for thetotal inability or partial inability or necessary delay in continuing toperform the obligations hereunder. Both Parties shall consequently consult witheach other in consideration of the degree such event of force majeure hasaffected the performance of such obligations so as to decide whether toterminate or partially relieve or delay the performance of such obligations.

 

# **11.**          Confidentiality

 

Unless requiredotherwise by law or by supervisory authorities or for the purpose ofacquisition, each party hereto shall not provide or disclose, without writtenpermission from the other party, to any company, enterprise, organization orindividual any information and materials regarding the other party.

 

# **12.**          No Waiver

 

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

 

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# **13.**          Notices

 

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

 

The Parties’addresses are as follows:

 
| **China United Telecommunications Corporation**                                            |   | **Unicom  New World Telecommunication Corporation Limited**                               |
|--------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------|
|                                                                                       |   |                                                                                      |
| Contact  Person: Yi Yongji                                                                 |   | Contact  Person: Song Xiaoxi                                                              |
|                                                                                       |   |                                                                                      |
| Address:  Room 1167, 11/F, No. 133A, Xidan North Street, Xicheng District, Beijing,  China |   | Address:  828, 8th Floor, No. 133A, Xidan North Avenue, Xicheng District,  Beijing, China |
|                                                                                       |   |                                                                                      |
| Postal  code:100032                                                                        |   | Postal  code:100032                                                                       |

 

# **14.**          GoverningLaw

 

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

 

# **15.**          Dispute Resolution

 

In the event thatthere is any dispute regarding the effectiveness, interpretation or performanceof this Agreement, both Parties hereto shall first endeavor to resolve suchdispute through friendly consultations. In the event that such dispute fails tobe resolved within thirty (30) days after its occurrence, any Party may bringup a suit to a PRC Court in a relevant jurisdiction.

 

# **16.**          Effectiveness; Miscellaneous

 

## 16.1         This Agreement shallbecome effective immediately after being executed and sealed by both Party’slegal representatives or their authorized persons.

##  

## 16.2         This Agreement isseverable. In the event that any provision hereof is determined to be unlawfulor unenforceable, it shall not affect the effectiveness and enforcement of theother provisions hereof.

##  

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

##  

## 16.4         Each Party shall nottransfer any of its rights and obligations hereunder to any third party withoutthe written consent of the other party.

##  

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

 

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Signature page follows:

 

 

**China United TelecommunicationsCorporation **(corporate seal)

 

 
| By:                                                                                     | /s/ Wang Jianzhou |   |
|-----------------------------------------------------------------------------------------|-------------------|--------|
|    (The signature of legal  representative or authorized representative) |

 

 

**Unicom New World TelecommunicationsCorporation Limited** (corporate seal)

 

 
| By:                                                                                     | /s/ Tong Jilu |   |
|-----------------------------------------------------------------------------------------|---------------|--------|
|    (The signature of legal  representative or authorized representative) |

 

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