**Exhibit4.23**

 

 

**TransferAgreement**

 

**withrespect to the Comprehensive Operator Services Agreement**

 

**between**

 

**ChinaUnicom Corporation Limited**

 

**UnicomNew Century Telecommunications Corporation**

 

**UnicomNew World Telecommunication Corporation**

 

**and**

 

**ChinaUnited Telecommunications Corporation Limited**

 

 

**November 20,2003**

 

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|   |   | **THIS AGREEMENT**is  hereby entered into on November 20, 2003, in Beijing, People’s Republic  of China by and between: |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                              |   |   |
| (1)    |   | Transferor:                                                                                                                       |   | China Unicom Telecommunications Corporation Limited  (“Unicom A Share Company”) |
|   |   |                                                                                                                              |   | Address: 88  Century Boulevard, Jinmao Tower, 40th Floor, Shanghai |
|   |   |                                                                                                                              |   | Legal  Representative: Wang Jianzhou |
|   |   |                                                                                                                              |   |   |
| and    |   |                                                                                                                              |   |   |
|   |   |                                                                                                                              |   |   |
| (2)    |   | Transferees:                                                                                                                      |   | China Unicom Corporation Limited (“CUCL”) |
|   |   |                                                                                                                              |   | Address: 18 Jianguomenneidajie, Hengji Center, Tower  One, 12th Floor, Beijing |
|   |   |                                                                                                                              |   | Legal Representative: Wang Jianzhou |
|   |   |                                                                                                                              |   |   |
|   |   |                                                                                                                              |   | Unicom New Century Telecommunications Corporation  (“Unicom New Century”) |
|   |   |                                                                                                                              |   | Address: 18 Jianguomenneidajie, Hengji Center, Tower  One, 10th Floor, Suite 1012, Beijing |
|   |   |                                                                                                                              |   | Legal Representative: Wang Jianzhou |
|   |   |                                                                                                                              |   |   |
|   |   |                                                                                                                              |   | Unicom New World Telecommunications Corporation  (“Unicom New World”) |
|   |   |                                                                                                                              |   | Address: 18 Jianguomenneidajie, Hengji Center, Tower  One, 10th Floor, Suite 1009, Beijing |
|   |   |                                                                                                                              |   | Legal Representative: Wang Jianzhou |

 

**WHEREAS:**

 

(1)                                  ChinaUnited Telecommunications Corporation (“Unicom Group”), a limited liabilitycompany duly incorporated and validly existing in China and engaging inintegrated telecommunications business, is the controlling shareholder ofUnicom A Share Company;

 

(2)                                  UnicomA Share Company, a limited liability company duly incorporated and validlyexisting in China, has had its common stock listed on the Shanghai StockExchange since October 9, 2002, with Unicom Group holding 74.6017% of itstotal shares;

 

(3)                                  CUCL,a wholly owned subsidiary of China Unicom Limited (“Unicom Red-Chip Company”)engages in the following businesses: domestic and international long-distancetelecommunications; mobile telecommunications service in Beijing, Tianjin,Hebei, Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shangdong, Hubeiand Guangdong (collectively the “12 Provinces and Municipalities”); wirelessbeep-paging; internet and IP call; technical advice and service;

 

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UnicomNew Century, a wholly owned subsidiary of Unicom Red-Chip Company engaging inintegrated telecommunications service, with the approval of the document ofXin-bu-dian-han [2002] No. 299 formulated by the Ministry of InformationIndustry of PRC (“MII”) has been authorized by Unicom Group to operate mobiletelecommunications business in Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi,Henan, Heilongjiang, Jilin and Jiangxi (collectively the “9A Regions”);

 

(4)                                  UnicomNew World, a limited liability company engaging in integratedtelecommunications service, was established by Unicom Group on November 4,2003, and is wholly owned by Unicom Group. Unicom Group has contributed its GSMmobile service assets (the “GSM Assets”) in Shanxi, Neimenggu, Hunan, Hainan,Yunnan, Tibet (no GSM Assets), Gansu, Qinghai and Ningxia (collectively “the 9BRegions”) into Unicom New World, which, with the approval of the document ofXin-bu-dian-han [2003] No. 443 formulated by MII, has been authorized toprovide mobile service in the 9B Regions;

 

(5)                                  UnicomGroup and Unicom A Share Company signed a memorandum on August 12, 2002,on the transaction matters, after the stock offering of Unicom A Share Company,between Unicom Group or its subsidiaries (excluding Unicom A Share Company andany subsidiaries controlled by Unicom A Share Company) and Unicom Red-ChipCompany, indirectly controlled by Unicom A Share Company, and its subsidiaries;

 

(6)                                  UnicomGroup, through its wholly owned overseas subsidiaries, is to transfer all thestock equity of Unicom New World to Unicom Red-Chip Company (the “AssetsInjection Project”). After the completion of the Assets Injection Project,Unicom New World shall be one of the subsidiaries of Unicom Red-Chip Companyoperating domestic telecommunications business;

 

(7)                                  GuoxinPaging Corporation Limited (“Guoxin Paging”), a limited liability company dulyincorporated and validly existing in China, has its stock equities entirelyheld by CUCL. Pursuant to a transfer agreement entered into by Guoxin Paging,CUCL and Unicom New Century regarding the assets of 1001 phone code resource,Guoxin Paging shall engage in customer service business by means of the 1001phone code resource within the areas where Unicom Red-Chip Company providesmobile telecommunications service;

 

(8)                                  UnicomGroup, through its holding company, Unicom A Share Company, is tocounterpurchase all the stock equities of Guoxin Paging from CUCL (the “PagingCounterpurchase Project”); and

 

(9)                                  theComprehensive Operator Services Agreement (the “Services Agreement”) wasentered into on November 20, 2003, by Unicom Group, Guoxin Paging andUnicom A Share Company.

 

**NOW THEREFORE**, forthe purpose of the Paging Counterpurchasing Project and the Assets InjectionProject, on the ground of equality and mutual benefits and through friendlyconsultations, the parties hereto reach this Agreement as follows:

 

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1.                                       Subjectto the satisfaction of the conditions set forth in Section 6 herein underwhich this Agreement becomes effective, the Transferor hereby agrees totransfer all the rights and obligations set out in the Services Agreement andthe annexes thereto to the Transferees, who shall accept such rights andobligations respectively in their own areas of mobile telecommunicationsservice (namely, CUCL in the 12 Provinces and Municipalities, Unicom NewCentury in the 9A Regions and Unicom New World in the 9B Regions).

 

2.                                       Oncesuch rights and obligations under the Services Agreement and the annexesthereto have been transferred to each of the Transferees, the Transferees shallimmediately succeed to such rights and obligations while the Transferor shallimmediately terminate such rights and obligations.

 

3.                                       TheTransferor acknowledges that, pursuant to Section 7 in the ServicesAgreement, Unicom Group has irrevocably agreed to have the Transferor assignthe Transferor’s rights and obligations under the Services Agreement and theannexes thereto to the subsidiaries of Unicom Red-Chip Company operatingdomestic telecommunications business, and that no other consents of UnicomGroup shall be required for such assignment.

 

4.                                       Eachparty hereto warrants to have its own full rights, power and ability to executeand perform this Agreement, which shall become a legal, effective and bindingobligation to each party hereto upon execution.

 

5.                                       TheTransferees agree to enjoy and perform on the ground of the clauses andconditions under the Services Agreement all the Transferor’s rights and obligationsthereunder in the past or in the future within the effective term of theServices Agreement.

 

6.                                       Effectivenessof this Agreement:

 

Subjectto the satisfaction of the following conditions, this Agreement shall becomeeffective simultaneously with the Services Agreement:

 

6.1                                 Inaccordance with the applicable laws, regulations and listing rules, a generalmeeting of the shareholders of Unicom Red-Chip Company approves the Transferorto transfer all its rights and obligations under the Services Agreement to theTransferees; and

6.2                                 Theconditions set forth in Section 8 of the Services Agreement have beensatisfied.

 

7.                                       ForceMajeure

 

In theevent that any party hereto is prevented from performing any of its obligationsunder this Agreement and the annexes hereto as a consequence of any ForceMajeure events, which are unforeseeable and the occurrence and results of whichare unavoidable, such party shall notify the other party without delay, andwithin 15 days thereafter provide detailed

 

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informationconcerning such events and certification concerning the reasons for itsinability to perform all or part of, or for deferring the performance of, theobligations under this Agreement and the annexes hereto. The parties heretoshall, through consultations, decide whether to terminate this Agreement or topartly exempt the performance of or to defer the performance of the obligationaccording to the extent to which the performance of this Agreement is affectedby such Force Majeure event.

 

8.                                       Confidentiality

 

Exceptto the extent that disclosure is required by law or by the rules of therelevant supervisory authorities, or for the purpose of information disclosuresubmitted to the Shanghai Stock Exchange by the Transferor or to the Hong KongStock Exchange by Unicom Red-Chip Company, no party hereto shall, without theother party’s written consent, provide or disclose to any company, enterprise,organization or individual any data or information relating to the otherparty’s businesses.

 

9.                                       Non-waiver

 

Unlessotherwise required by law, any party’s failure or delay to exercise any right,power or privilege shall not be deemed as a waiver of them, and any partialexercise of any right, power or privilege shall not preclude the exercise ofsuch right, power or privilege in the future.

 

10.                                 Notice

 

Allnotices relating to this Agreement shall be in writing and may be deliveredeither by special messenger, fax or mail. Notices delivered by messenger shallbe deemed served upon their handover; notices delivered by fax shall be deemedserved when the sent signal appears on the sender’s fax machine; noticesdelivered by mail shall be deemed served on the third working day (extension isallowed for any statutory holiday) after the date of sending. Any notice shallimmediately come into force upon being served.

 

The mailing addresses of the parties hereto are asfollows:

 

**China United TelecommunicationsCorporation Limited**

 

Attention: Zhao Yilei

Address:   88Century Boulevard, Jinmao Tower, 40th Floor, Shanghai

Zipcode:  200121

 

**China Unicom Corporation**

 

Attention: Yang Xiaowei

Address:   A133Xidanbeidajie, 10th Floor, Suite 1029, Xicheng District, Beijing

Zipcode:  10032

 

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**Unicom New Century Telecommunications Corporation**

 

Attention:Jia Yongzeng

Address:   A133Xidanbeidajie, 9th Floor, Suite 976, Xicheng District, Beijing

Zipcode:   10032

 

**Unicom New World Telecommunications Corporation**

Attention:Song Xiaoxi

Address:   A133Xidanbeidajie, 8th Floor, Suite 828, Xicheng District, Beijing

Zipcode:   10032

 

11.                                 ApplicableLaw

 

This Agreement shall be governed by the PRC law, andinterpreted and implemented in accordance with the PRC law.

 

12.                                 DisputeSettlement

 

Theparties hereto shall primarily endeavor to resolve any dispute with respect tothe validity, interpretation or performance of this Agreement through friendlyconsultation. In the event that a resolution fails to be reached by the partieshereto within 30 days after the occurrence of the dispute, any party may submitthe dispute for litigation to a people’s court that has jurisdiction.

 

13.                                 Miscellaneous

 

13.1                           Uponunanimous agreement the parties hereto may amend or supplement this Agreementand its annexes, and all the amendments or supplements shall become effectiveupon written execution by the signatures of the legal representatives of theparties hereto or its duly authorized representatives and by the corporateseals of the parties hereto.

 

13.2                           ThisAgreement is severable, and the invalidity or non-enforcement of any provisionof this Agreement and its annexes shall not affect the validity and enforcementof any other provision hereof.

 

13.3                           ThisAgreement has eight originals with each having equal legal effect and eachparty hereto holding two of them.

 

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Signature page

 

 
| **China United Telecommunications  Corporation Limited**(Corporate Seal) |
|--------------------------------------------------------------------------|
|                                                                     |
|                                                                     |
| By:                                                                      | /s/ Sun Qian |   |
| (Legal Representative  or Authorized Representative)                     |
|                                                                     |   |
|                                                                     |   |
| **China Unicom Corporation**(Corporate  Seal)                            |
|                                                                     |
|                                                                     |
| By:                                                                      | /s/ Tong Jilu |   |
| (Legal Representative  or Authorized Representative)                     |
|                                                                     |   |
|                                                                     |   |
| **Unicom New Century  Telecommunications Corporation**(Corporate Seal)   |
|                                                                     |   |
|                                                                     |   |
| By:                                                                      | /s/ Tong Jilu |   |
| (Legal Representative  or Authorized Representative)                     |
|                                                                     |   |
|                                                                     |   |
| **Unicom New World Telecommunications  Corporation**(Corporate Seal)     |
|                                                                     |   |
|                                                                     |   |
| By:                                                                      | /s/ Tong Jilu |   |
| (Legal Representative  or Authorized Representative)                     |

 

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