**Exhibit 4.32**

 

(EnglishTranslation)

 

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**Transfer Agreement ofThe Operator-based ComprehensiveServices Agreement**

 

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**Between**

 

**China UnitedTelecommunications Corporation Limited**

 

**And**

 

**ChinaUnicom Corporation Limited**

 

**Unicom NewWorld Telecommunications Corporation Limited**

 

 

 

**March 24,2005**

 

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This Agreement was signed in Beijing, People’sRepublic of China (“China”), on March 24, 2005, by the representatives of thefollowing parties:

 

(1)   TheTransferor:

 

China United Telecommunications CorporationLimited ( “A Share Company”) Location: F40th, Jinmao Building, No.88 ShiJi Avenue, Shanghai Legal Representative: Chang Xiaobing

 

(2)   TheTransferee:

 

China Unicom Corporation Limited (“CUCL”) Location: F12 of No. 1 Building, Henderson Center, No.18, JianGuoMen NeiStreet, Beijing Legal Representative: Chang Xiaobing

 

Unicom New World TelecommunicationsCorporation Limited (“Unicom New World”) Location: Room 1009, F10th of No. 1 Building, No. 18, JianGuoMen Nei Street,DongCheng District, Beijing Legal Representative: Chang Xiaobing

 

In this Agreement, CUCL and Unicom New Worldare separately or collectively referred to as the Transferee.

 

Whereas,

 

(1)   CUCL is a foreign invested enterprise established and survived incompliance with the Chinese law, with 100% of its shares being held by ChinaUnicom Limited (“Red-chip Company”).  AShare Company is a limited holding company established and survived incompliance with the Chinese law, listed in Shanghai Stock Exchange (SSE) onOctober 9, 2002, with 69.3224% of its shares being held by China UnitedTelecommunications Corporation (“Unicom Group”);

 

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(2)   On August 12, 2002, Unicom Group and A Share Company signed a memorandumof understanding on the transactions to be conducted after the listing of theshares of A Share Company (“Connected Transactions MoU”) between Unicom Groupor its subsidiaries (excluding A Share Company and the subsidiaries held by AShare Company) and Red-chip Company indirectly held by A Share Company and itssubsidiaries. According to the understanding reached in the ConnectedTransactions MoU, in the event that the transactions to be conducted betweenRed-chip Company itself or its subsidiaries and Unicom Group or any of itssubsidiaries (excluding A Share Company and the subsidiaries held by A ShareCompany) require approval of the minority shareholders of A Share Company underthe Rules Governing the Listing of Shares on Shanghai Stock Exchange (“Rules ofSSE”) applicable from time to time, which are deemed at the same time asconnected transactions that require approval of the minority shareholders ofRed-chip Company under the Rules Governing the Listing of Securities on theStock Exchange of Hong Kong Limited (“Rules of SEHK”) applicable from time totime, the above connected transactions shall be conducted in a 2-step approach:(1) Unicom Group or any of its subsidiaries enters into an agreement on theintended transaction with A Share Company or China Unicom (BVI) Limited (“UnicomBVI”), identifying the rights and obligations of the 2 parties involved in thetransaction under the agreement (including, but not limited to, approval ofUnicom Group of the transfer of the rights and obligations of A Share Companyor Unicom BVI under the agreement to Red-chip Company or any of itssubsidiaries); (2) A Share Company or Unicom BVI transfers its rights andobligations under the above mentioned agreement to Red-chip Company or any ofits subsidiaries;

 

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(3)   Pursuant to the arrangements made in the above mentioned ConnectedTransactions MoU, Unicom Group, Unicom New Guoxin TelecommunicationsCorporation Limited (“Unicom New Guoxin”) and A Share Company singed theOperator-based Comprehensive Services agreement (“Old Operator ServicesAgreement”). On the same day, A ShareCompany signed the Agreement on Transfer of the old Operator Services Agreement with CUCL, UnicomNew World Telecommunications Corporation Limited (“Unicom New World”) and Unicom New Century TelecommunicationsCorporation Limited (“Unicom NewCentury”) to transfer all its rights and obligations under the old Operator Services Agreement to Unicom New Century,Unicom New World and CUCL. Under sucharrangement, Unicom Group and Guoxin offer Agency Services, Cellular subscribervalue-added services and 10010/10011 Customer service to CUCL, Unicom NewCentury and Unicom New World;

 

(4)   CUCL assimilated and merged with Unicom New Century on July 30, 2004, and therights and obligations of Unicom New World under the old Operator Services Agreement have been inherited by CUCL.The Ministry of Commence has approved, pursuant to *MOC’S Approval of the Merging between China Unicom Corporation Limited andUnicom New World Telecommunications Co.Ltd.(*MOC[2005]No.258), of the merging between CUCL and Unicom New World. At present, CUCL is going through the rest ofthe legal procedures necessary for its merging with Unicom New World, upon completion of which Red-chip Company would have CUCLas its sole operating entity in China;

 

(5)   Unicom New Guoxin is a limited corporating company established andsurvived in compliance with the established Chinese law. Unicom New Guoxin and AShare Company signed the Operator-based Comprehensive Services Agreement (“Agreement”) on March 24, 2005.

 

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Considering of the implementationand amendment of the old Comprehensive Operator Service Agreement, with commonstudies and consultations, the Parties to this Agreement, in the principle ofequality and mutual benefit, have agreed as follows:

 

1.     Ifthe conditions of entry into force described in Article 6 of this Agreementwere met, the Transferor agrees to transfer all its rights and obligationsunder the Agreement and its attachments to the Transferee. The Transfereehereupon agrees to acquire the rights and obligations of the Transferor underthe Agreement.

 

2.     Oncethe Transferor transferred its rights and obligations under the Agreement tothe Transferee, the Transferee would immediately succeed to all the rights andobligations of the Transferor under the Agreement. And the Transferor shouldterminate all the relevant rights and obligations succeeded by the Transfereeunder the Agreement.

 

3.     TheTransferor acknowledges that, in accordance with Article 6 of the Agreement,Unicom New Guoxin have irrepealably agreed that the Transferor may transfer itsrights and obligations under the Agreement to the Transferee, and no furtherconsent from the Unicom New Guoxin for such transfer is required.

 

4.     TheParties to this Agreement should ensure that they have the rights, power andcapability to sign and implement this Agreement. This Agreement shallconstitute the lawful, effective and binding obligations of the Parties immediatelyupon its signing.

 

5.     TheTransferee agrees to undertake the rights and obligations in the past andfuture under the Agreement in compliance with the terms and conditions definedin the Agreement in its period of validity.

 

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6.     Comeinto Effect

 

This Agreement comes into effect togetherwith the Agreement, with the following conditions being satisfied.

 

6.1   Theshareholders’ meeting of Red-chip Company approves in accordance with its applicablelaws, regulations and listing rules, the transfer of the Transferor’s rightsand obligations under the Agreement to the Transferee;

 

6.2   Theshareholders’ meeting of the Transferor approves in accordance with its applicablelaws, regulations, and listing rules, the signing and implementation of theAgreement.

 

7.     FurtherArrangement

 

The Ministry of Commerce has approved themerger of Unicom New World by CUCL, and the relevant legal procedures are goingto be completed. Therefore the Parties to this Agreement now agree andacknowledge that, after the completion of the legal procedures to merge UnicomNew World by CUCL, all the rights and obligations of Unicom New World underthis Agreement will be succeeded by CUCL. And CUCL may succeed the rights andobligations of Unicom New World under this Agreement without any other approvalor consent from A Share Company.

 

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8.     ForceMajeure

 

Any party who fails to carry out the relevantobligations under this Agreement in accordance with the agreed conditions dueto any events of Force Majeure which could not be predicted, and the occurrenceor results of which could not be avoided or overcome, the party should informother parties of its occurrence as soon as possible and thereafter providedetailed information and a valid document for evidence explaining the reason ofits inability to execute or delay the execution of all or part of theobligations under this Agreement and its attachments within 15 days. TheParties shall, through consultations, decide whether to suspend, partiallyexempt or delay the execution of such obligations according to the effects ofthe events of Force Majeure on the performance of the obligation.

 

9.     Confidentiality

 

Unless otherwise defined or required by lawor the relevant regulatory authority, or for the purpose of informationdisclosure by the Transferor to SEC, or by Red-chip Company to Stock Exchangeof Hong Kong Limited (SEHK), either party shall not provide or disclose anydata or information related to the business of other parties to any company,enterprise, organization or personnel without the written permission of therelevant party.

 

10.   Nowaiver

 

Unless otherwise stipulated by law, thefailure or delay of execution of the rights, power or privileges under thisAgreement by any party shall not be construed as a waiver of such rights, poweror privileges. And the partial execution of such rights, power and privilegesshall not obstruct the future execution of such rights, power and privileges.

 

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11.   Notice

 

Any notice related to this Agreement shall bemade in writing, and delivered in person by one party to other parties, or sentby facsimile or by mail. Such notices shall be deemed delivered upon receiptwhen delivered in person; or upon confirmation of delivery displayed in the faxmachine of the addresser if transmitted by facsimile; or within three workingdays (automatically extended when falls on legal holidays) after beingdelivered by mail. Any notice shall come into effect upon delivery.

 

The communication addresses of the Parties tothis Agreement are as follows: 

| **China United  Telecommunications  Corporation Ltd.**          | ** ** | **China  Unicom  Corporation Limited**                                               | ** ** | **Unicom  New World  Telecommunications  Corporation Limited**                       |
|-----------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|
| ** **                                                      | ** ** | ** **                                                                           | ** ** | ** **                                                                           |
| Addressee: Zhao Yilei                                           |       | Addressee: Yang Xiaowei                                                              |       | Addressee: Yang Xiaowei                                                              |
|                                                            |       |                                                                                 |       |                                                                                 |
| Address: F40th, Jinmao  Building, No.88 ShiJi  Avenue, Shanghai |       | Address: Room 1029,  F10, No. 133 A, Xidan  North Street, Xicheng  District, Beijing |       | Address: Room 1029,  F10, No. 133 A, Xidan  North Street, Xicheng  District, Beijing |
|                                                            |       |                                                                                 |       |                                                                                 |
| Postal Code: 200121                                             |       | Postal Code: 100032                                                                  |       | Postal Code: 100032                                                                  |

 

12.   ApplicableLaw

 

This Agreement shall be governed by the lawsof the People’s Republic of China, and be construed and executed in accordancewith the laws of China.

 

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13.   Settlementof Disputes

 

All disputes arising from the effectiveness,interpretation or performance of this Agreement shall be settled throughfriendly negotiation. Should no settlement be reached through negotiationwithin 30 days after the arising of the disputes, any party shall be entitledto proceed to the People’s Court with proper jurisdiction.

 

14.   Miscellaneous

 

14.1      Eachparty may make revisions or supplements to this Agreement under consultationswith other Parties. All the revisions and supplements shall be effective whensigned and sealed by the legal representatives of the Parties or theirauthorized representatives.

 

14.2      ThisAgreement is severable. If any provisions of this Agreement is held to beagainst the law or unenforceable, the effectiveness and implementation of the remainingprovisions shall not be affected.

 

14.3      This Agreement was done in sixoriginal copies, two for each Party, being equally authenticated.

 

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**China United Telecommunications Corporation Ltd. (Stamp)**

 

 
| Legal representative or his authorized representative: | /s/ Sun Qian |   |
|--------------------------------------------------------|--------------|--------|

 

 

 

 

**China Unicom Corporation Limited (Stamp)**

 

 
| Legal representative or his authorized representative: | /s/ Tong Jilu |   |
|--------------------------------------------------------|---------------|--------|

 

 

 

 

**Unicom New World Telecommunications Corporation Limited (Stamp)**

 

 
| Legal representative or his authorized representative: | /s/ Tong Jilu |   |
|--------------------------------------------------------|---------------|--------|

 

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