**Exhibit 4.19**

 

(English Translation)

 

 

**Transfer Agreement**

 

**with respect to the Comprehensive Services Agreement**

 

 

**between**

 

 

**China United Telecommunications Corporation Limited**

 

**and**

 

 

**Unicom New World Telecommunications Corporation Limited**

 

 

**November 20, 2003**

 

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This Agreement (the“Agreement”) is entered into on November 20, 2003, inBeijing, China, between:

 

(1)           Party A: China UnitedTelecommunications Co. Ltd (the “A Share Company”)

 

Address:  40F, Jinmao Building, No. 88, CenturyBoulevard, Shanghai, PRC

 

LegalRepresentative: Mr. Wang Jianzhou

 

(2)           Party B:Unicom New World Telecommunications Corporation Limited (“Unicom New World”)

 

Address: 1009,10F, Ban Yi, No. 18, Jianguomenneidajie, Dongcheng District, Beijing, PRC

 

LegalRepresentative: Mr. Wang Jianzhou

 

Whereas:

 

(1)           ChinaUnited Telecommunications Corporation (“Unicom Group”), a limited corporationduly incorporated and validly existing under the laws of the People’s Republicof China, is an integrated telecommunications business operator and thecontrolling shareholder of the A Share Company;

 

(2)           The AShare Company, a limited corporation duly incorporated and validly existingunder the laws of the People’s Republic of China, has had its common stocklisted on the Shanghai Stock Exchange since October 9, 2002;

 

(3)           UnicomNew World, a limited corporation wholly owned by Unicom Group and a provider ofintegrated telecommunications services established on November 4, 2003, hasbeen injected by Unicom Group with its GSM mobile telecommunications assets inthe following nine provinces and autonomous regions: Shanxi, Inner Mongolia,Hunan, Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai and Ningxia  (the “Nine Service Areas”).  As approved by the Ministry of InformationIndustry in the telex letter numbered [2003]443, Unicom Group authorizes UnicomNew World to engage in the mobile telecommunication services in the NineService Areas ;

 

(4)           UnicomGroup and the A Share Company entered into a memorandum, dated August 12, 2002(the “Memorandum on Connected Transactions”), regarding certain transactionsafter the public offering of the A Share Company between Unicom Group or itssubsidiaries (excluding the A Share Company and any subsidiaries controlled byit) and China Unicom Limited (the “Unicom Red-Chip Company”), which isindirectly controlled by the A Share Company, or its subsidiaries;

 

(5)           UnicomGroup is contemplating injecting all of its shares of Unicom New World and itsother offshore interests (collectively, the “Target Interests”) into the UnicomRed-Chip Company through its wholly-owned overseas subsidiary (the “OffshoreCapital Injection Project”); After the completion of the Offshore CapitalInjection Project, Unicom New World will be one of the subsidiaries of UnicomRed-Chip Company engaging in telecommunication services within the PRC; and

 

(6)           UnicomGroup and the A Share Company entered into a Comprehensive Services Agreementon November 20, 2003 (the “Comprehensive Services Agreement”).

 

NOW THEREFORE, for thepurpose of this Offshore Capital Injection Project,

 

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on the basis of equalityand mutual benefit, both Parties hereby have reached the following agreementsafter friendly consultations:

 

1.             Providedthat the conditions under Section 6 herein are satisfied, the A Share Companyagrees to transfer immediately all of its rights and obligations under theComprehensive Services Agreement and its Annexes to Unicom New World. UnicomNew World consequently agrees to accept all the rights and obligations of the AShare Company under the Comprehensive Services Agreement.

 

2.             Oncethe A Share Company transfers all of its rights and obligations under theComprehensive Services Agreement to Unicom New World, Unicom New World shallimmediately assume all such rights and obligations and the A Share Companyshall immediately terminate all such rights and obligations.

 

3.             The AShare Company confirms that, pursuant to Section 6 of the ComprehensiveServices Agreement, Unicom Group has given its irrevocable consent that the AShare Company may transfer all of its rights and obligations under theComprehensive Services Agreement to Unicom New World or its subsidiaries or toUnicom Red-Chip Company or any of its subsidiaries; no other or further consentby Unicom Group shall be required for the A Share Company to transfer itsrights and obligations under the Comprehensive Services Agreement to Unicom NewWorld or its subsidiaries, or Unicom Red-Chip Company or its subsidiaries.

 

4.             EachParty warrants that it has the full right, power and authority to execute thisAgreement and to perform its obligations hereunder. Upon execution, thisAgreement shall constitute legal, valid and binding obligations on each Party.

 

5.             UnicomNew World agrees to retain and perform, during the term of the ComprehensiveServices Agreement, all the rights and obligations given to the A Share Companyin the past or in the future pursuant to the provisions and conditions setforth in the Comprehensive Services Agreement.

 

6.             Effectiveness

 

This Agreementshall become effective simultaneously with the Comprehensive Services Agreementsubject to the following conditions:

 

6.1           Approvalfrom the Shareholders Meeting of Unicom Red-Chip Company to transfer all of therights and obligations under the Comprehensive Services Agreement by the AShare Company to Unicom New World pursuant to applicable laws, regulations andlisting rules; and

 

6.2           Therequirements under Article 7 of the Comprehensive Service agreement have beenmet.

 

7.             Force Majeure

 

In any forcemajeure event that is unforeseeable and the consequences of which areunavoidable or insurmountable and which results in either Party’s failure toduly perform its obligations hereunder, such Party shall promptly notify theother Party of such situation and provide within 15 days any valid documentsevidencing the details and explaining the reasons for not being able to performall or part of its obligations hereunder or the reasons for any necessarydelays of such performance. Based on the impact of the force majeure event,both Parties shall decide through negotiations to terminate, partially waive orpostpone such performance.

 

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8.             Confidentiality

 

Except to the extent that disclosure is required by law or by the rulesof the relevant supervisory authorities, or for the purpose of submission tothe Shanghai Stock Exchange by the A Share Company or to the Hong Kong StockExchange by Unicom Red-Chip Company, each Party, without the other party’swritten consent, shall not provide or disclose to any company, enterprise,organization or person any data and information relating to the other Party’soperations or businesses.

 

9.             No Waiver

 

Unless otherwise required by law, any failure or delay in exercisingany of its rights, powers or privileges by one Party shall not be construed asa waiver of such rights, powers or privileges. Any one time or partial exerciseof such rights, powers or privileges shall not affect any further or completeexercise of such rights, powers or privileges.

 

10.           Notices

 

Any notification given in connection with this Agreement shall be inwriting and shall be delivered by one Party to the other Party by hand, fax ormail. Such a notification by hand shall be deemed to have been duly given onthe date of delivery. Such a notification via fax shall be deemed to have beenduly given upon the completion of the fax transmission. Such a notification bymail shall be deemed to have been duly given on the third working day (extendedwhen there is a public holiday) after the postal date. Notifications becomeeffective upon their arrival.

 

Addresses of the Partieshereto for receiving notifications are as follows:

 

China UnitedTelecommunications Corporation Limited

Attention: Zhao Yilei

Address: 40F, JinmaoBuilding, No. 88, Century Boulevard, Shanghai, China

Post Code: 200121

 

Unicom New WorldTelecommunications Corporation Limited

Attention: Song Xiaoxi

Address: A133Xidanbeidajie, Suite 1168, 11th Floor, Xicheng

District, Beijing,China

Postcode: 100032

 

11.           Applicable Law

 

This Agreement isunder the jurisdiction of the laws of the People’s Republic of China and shallbe interpreted and executed in accordance with the laws of the People’sRepublic of China.

 

12.           Dispute Settlement

 

Both Parties shallendeavour to resolve any dispute over the effectiveness, interpretation orexecution of this Agreement through friendly consultations. Should any disputeremain unsettled for more than 30 days after its occurrence, either Party isentitled to bring a lawsuit based on this Agreement before a competent PRCcourt.

 

13.           Miscellaneous

 

13.1         Basedon mutual consultations, both Parties can make modifications, revisions oradditions to this Agreement and Annexes hereto. No revision or addition shallbecome effective until it is duly signed in writing and sealed by both Partiesor their authorized representatives.

 

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13.2         ThisAgreement is severable, that is, when any of the clauses in this Agreement orthe Annexes hereto is deemed illegal or unenforceable, the effectiveness andenforceability of the other clauses contained herein shall by no means beaffected.

 

13.3         ThisAgreement has six original copies with each party holding three copies and eachhaving equal legal binding.

 

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China UnitedTelecommunications Corporation Limited (Corporate Seal)

 

 
| Legal Representative or  Duly Authorized Representative:                  | /s/ Sun Qian  |   |
|---------------------------------------------------------------------------|---------------|--------|
|                                                                      |          |
|                                                                      |          |
| Unicom New World  Telecommunications Corporation Limited (Corporate Seal) |          |
|                                                                      |          |
|                                                                      |          |
| Legal Representative or  Duly Authorized Representative:                  | /s/ Tong Jilu |   |

 

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