**Exhibit 4.34**

 

(English Translation)

 

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**Transfer Agreement of**

**The Premises Leasing Agreement**

 

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**Between**

**China United Telecommunications CorporationLtd.**

**And**

**Unicom New Guoxin TelecommunicationsCorporation Ltd.**

 

 

 

**March 24, 2005**

 

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This Agreementwas signed in Beijing, People’s Republic of China (“China”), on March 24,2005, by the representatives of the following parties:

 

(1)                                  TheTransferor:

 

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

 

(2)                                  TheTransferee:

 

Unicom NewGuoxin Telecommunications Corporation Limited (“Unicom New Guoxin”)Location: Boruiqi Mansion, No. 53, Xibianmen Nei Street, Xuanwu District,Beijing Legal Representative: Ge Lei

 

Whereas,

 

(1)                                  UnicomNew Guoxin is a company with limited liability established and continued inline with Chinese laws and wholly owned by China United TelecommunicationsCorporation (“Unicom Group”). Unicom A Share Company is a limited holdingcompany established and survived in compliance with the Chinese law, listed inShanghai Stock Exchange (“SSE”) on October 9, 2002, with 69.3224% of itsshares being held by Unicom Group;

 

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(2)                                  OnAugust 12, 2002, Unicom Group and A Share Company signed a memorandum ofunderstanding 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 China Unicom Limited (“Red-chip Company”) indirectly held byA Share Company and its subsidiaries. According to the understanding reached inthe Connected Transactions MoU, in the event that the transactions to beconducted between Red-chip Company itself or its subsidiaries and Unicom Groupor any of its subsidiaries (excluding A Share Company and the subsidiaries heldby A Share Company) require approval of the minority shareholders of A ShareCompany under the Rules Governing the Listing of Shares on Shanghai StockExchange (“Rules of SSE”) applicable from time to time, which are deemedat the same time as connected transactions that require approval of theminority shareholders of Red-chip Company under the Rules Governing theListing of Securities on the Stock Exchange of Hong Kong Limited(“Rules of SEHK”) applicable from time to time, the above connectedtransactions shall be conducted in a 2-step approach: (1) Unicom Group orany of its subsidiaries enters into an agreement on the intended transactionwith A Share Company or China Unicom (BVI) Limited (“Unicom BVI”), identifyingthe rights and obligations of the 2 parties involved in the transaction underthe agreement (including, but not limited to, approval of Unicom Group of thetransfer of the rights and obligations of A Share Company or Unicom BVI underthe agreement to Red-chip Company or any of its subsidiaries); (2) A ShareCompany or Unicom BVI transfers its rights and obligations under the abovementioned agreement to Red-chip Company or any of its subsidiaries;

 

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(3)                                  Pursuantto the arrangements made in the above mentioned Connected Transactions MoU, inorder for Unicom New Guoxin to provide operator service to mobile subscribersof the subsidiaries with domestic operation of Red-chip Company, China UnicomCorporation Limited (“CUCL”), Unicom New Century Telecommunications CorporationLimited (“Unicom New Century”) and Unicom New World TelecommunicationsCorporation Limited (“Unicom New World”) signed the leasing agreement with AShare Company on November 20, 2003 (“Original Premises LeasingAgreement”). On the same day, A Share Company signed the Agreement on Transferof the Original Premises Leasing Agreement with Unicom New Guoxin to transferall its rights and obligations under the Original Premises Leasing Agreement toUnicom New Guoxin;

 

(4)                                  CUCLis a foreign invested enterprise established and survived in compliance with theChinese law, with 100% of its shares being held by Red-chip Company. CUCLassimilated and merged with Unicom New Century on July 30, 2004, and therights and obligations of Unicom New Century under the Original PremisesLeasing Agreement have been inherited by CUCL. The Ministry of Commence hasapproved, pursuant to *MOC’S Approval of theMerging between China Unicom Corporation Limited and Unicom New WorldTelecommunications Co. Ltd.(*MOC [2005]No.258), of the mergingbetween CUCL and Unicom New World. At present, CUCL is going through the restof the legal procedures necessary for its merging with Unicom New World, uponcompletion of which Red-chip Company would have CUCL as its sole operatingentity in China;

 

(5)                                  CUCLand A Share Company have entered into a Premises Leasing Agreement onMarch 24, 2005 (“Premises Leasing Agreement”).

 

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Considering ofthe implementation and amendment of the original Premises Leasing Agreement,with common studies and consultations, the Parties to this Agreement, in theprinciple of equality and mutual benefit, have agreed as follows:

 

1.                                       Ifthe conditions of entry into force described in Article 6 of thisAgreement were met, the Transferor agrees to transfer all its rights andobligations under the Premises Leasing Agreement and its attachments to theTransferee. The Transferee hereupon agrees to acquire the rights andobligations of the Transferor under the Premises Leasing Agreement.

 

2.                                       Oncethe Transferor transferred its rights and obligations under the PremisesLeasing Agreement to the Transferee, the Transferee would immediately succeedto all the rights and obligations of the Transferor under the Premises LeasingAgreement, and the Transferor should terminate all the relevant rights andobligations succeeded by the Transferee under the Premises Leasing Agreement.

 

3.                                       TheTransferor acknowledges that, in accordance with Article 15 of thePremises Leasing Agreement, CUCL has irrepealably agreed that the Transferormay transfer its rights and obligations under the Premises Leasing Agreement tothe Transferee, and no further consent from the CUCL for such transfer isrequired.

 

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 Partiesimmediately upon its signing.

 

5.                                       TheTransferee agrees to undertake the rights and obligations in the past andfuture under the Premises Leasing Agreement in compliance with the terms andconditions defined in the Premises Leasing Agreement in its period of validity.

 

6.                                       Comeinto Effect

 

This Agreementcomes into effect together with the Premises Leasing Agreement, with thefollowing conditions being satisfied.

 

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6.1                                 Theshareholders’ meeting of Red-chip Company approves in accordance with itsapplicable laws, regulations and listing rules, the implementation of thePremises Leasing Agreement;

 

6.2                                 Theshareholders’ meeting of the Transferor approves in accordance with itsapplicable laws, regulations, and listing rules, the implementation of thePremises Leasing Agreement.

 

7.                                       ForceMajeure

 

Any party whofails to carry out the relevant obligations under this Agreement in accordancewith the agreed conditions due to any events of Force Majeure which could notbe predicted, and the occurrence or results of which could not be avoided orovercome, the party should inform other parties of its occurrence as soon aspossible and thereafter provide detailed information and a valid document forevidence explaining the reason of its inability to execute or delay theexecution of all or part of the obligations under this Agreement and its attachmentswithin 15 days. The Parties shall, through consultations, decide whether tosuspend, partially exempt or delay the execution of such obligations accordingto the effects of the events of Force Majeure on the performance of theobligation.

 

8.                                       Confidentiality

 

Unlessotherwise defined or required by law or the relevant regulatory authority, orfor the purpose of information disclosure by the Transferor to SEC, or byRed-chip Company to Stock Exchange of Hong Kong Limited (SEHK), either partyshall not provide or disclose any data or information related to the businessof other parties to any company, enterprise, organization or personnel withoutthe written permission of the relevant party.

 

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9.                                       Nowaiver

 

Unlessotherwise stipulated by law, the failure or delay of execution of the rights,power or privileges under this Agreement by any party shall not be construed asa waiver of such rights, power or privileges. And the partial execution of suchrights, power and privileges shall not obstruct the future execution of suchrights, power and privileges.

 

10.                                 Notice

 

Any noticerelated to this Agreement shall be made in writing, and delivered in person byone party to other parties, or sent by facsimile or by mail. Such notices shallbe deemed delivered upon receipt when delivered in person; or upon confirmationof delivery displayed in the fax machine of the addresser if transmitted byfacsimile; or within three working days (automatically extended when falls onlegal holidays) after being delivered by mail. Any notice shall come intoeffect upon delivery.

 

Thecommunication addresses of the Parties to this Agreement are as follows: 
| **China United Telecommunications Corporation Ltd.**           | ** ** | **Unicom New Guoxin Telecommunications Corporation Limited**                                |
|----------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|
| Addressee:  Zhao Yilei                                         |       | Addressee:  Xiao Baoyu                                                                      |
| Address:  F40th, Jinmao Building, No.88 ShiJi Avenue, Shanghai |       | Address:  Room 873, F8, No. 133 A, Xidan North Street, Xicheng District,  Beijing |
| Postal Code:  200121                                           |       | Postal Code:  100032                                                                        |

 

11.                                 ApplicableLaw

 

This Agreementshall be governed by the laws of the People’s Republic of China, and beconstrued and executed in accordance with the laws of China.

 

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12.                                 Settlementof Disputes

 

All disputesarising from the effectiveness, interpretation or performance of this Agreementshall be settled through friendly negotiation. Should no settlement be reachedthrough negotiation within 30 days after the arising of the disputes, any partyshall be entitled to proceed to the People’s Court with proper jurisdiction.

 

13.                                 Miscellaneous

 

13.1                           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.

 

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

 

13.3                           This Agreement was done in fouroriginal copies, two for each Party, being equally authenticated.

 

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(No text on this page)

 

 

**ChinaUnited Telecommunications Corporation Limited (Stamp)**

 

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

 

 

 

 

**UnicomNew Guoxin Telecommunications Corporation Limited (Stamp)**

 

 
| Legal  representative or his authorized representative: | /s/ Cheng  Huoming |   |
|---------------------------------------------------------|--------------------|--------|

 

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