Exhibit 10.42
 (English Translation)




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Article 1
    
    DefinitionArticle 2
    
    Transfer of assetsArticle 3
    
    Settlement of assetsArticle 4
    
    Profits and losses during the periodArticle 5
    
    Expenses and taxesArticle 6
    
    Labor arrangementsArticle 7
    
    Representations, statements and warrantiesArticle 8
    
    Conditions precedentArticle 9
    
    Default and compensationArticle 10
    
    Force majeureArticle 11
    
    Information disclosure and confidentialityArticle 12
    
    SurvivalArticle 13
    
    Resolution of disputesArticle 14
    
    NotificationArticle 15
    
    ConflictArticle 16
    
    No assignmentArticle 17
    
    SeverabilityArticle 18
    
    No waiverArticle 19
    
    Applicable lawArticle 20
    
    Language and copyArticle 21
    
    Appendix of the AgreementArticle 22
    
    Validity of the AgreementAppendix 1
    
    Introduction on the overall conditions of the Target Assets
 2




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Transferor:
    
    China United Telecommunications
Corporation Limited
(Transferor or Unicom Group)
Address: Room 615, Tower 3, Henderson Centre,
No. 18, Jianguomen Nei Ave., Beijing
Legal representative: Chang XiaobingTransferee:
    
    China Unicom Corporation Limited
(Transferee or CUCL)
Address: 12/F, Tower 1, Henderson Centre,
No. 18, Jianguomen Nei Ave., Beijing
Legal representative: Chang Xiaobing
  (1)
    
    Unicom Group is a limited liability company established and validly existing according to
Chinese law, and operates integrated telecommunications businesses;(2)
    
    CUCL is a foreign invested enterprise established and validly existing according to Chinese
law, China Unicom Limited (CUL) holds 100% of its equity;(3)
    
    CUL is a company established and validly existing according to Hong Kong law, and its shares
have been listed in the Stock Exchange of Hong Kong, while its American Depository Receipts
have been listed in New York Stock Exchange;(4)
    
    In order to streamline the management structure of the group and the operational structure of
the company, Unicom Group intended to transfer to CUCL, CUCL intended to accept the transfer
of the target assets (the Transfer of Assets).
  Article 1 Definition
  3




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Transferor or Unicom Group
    
    China United Telecommunications
Corporation LimitedTransferee or CUCL
    
    China Unicom Corporation LimitedCUL
    
    China Unicom LimitedGuizhou Subsidiary
    
    China United Telecommunications
Corporation Limited, Guizhou Branch
(including its branches at regional,
city and county levels)Target Assets
    
    Various relevant assets, rights and
liabilities of Unicom Group, Guizhou
Subsidary transferred to CUCL, that
means all the assets and interests
contained in the asset evaluation
report, as well as all the contracts,
agreements, certificates, business
operation information, documents and
files, land use rights and building
ownership related to those interests
and assets, and all the interests
thereunder and all the interests and
gains arising from the above assets
and interests after the Settlement
Date.Transfer of Assets
    
    The act of transfer of the Target
Assets by the Transferor to the
Transferee under Clause 2.1 of the
AgreementAsset Transfer Price
    
    The total amount of cash
consideration for the Transfer of
Assets agreed under Clause 2.2 of the
AgreementSettlement Date
    
    The later of the date when all the
conditions precedent to the Transfer
of Assets specified in Clause 8.1 of
the Agreement are satisfied or the
end of the current month when both
parties waive in writing within the
scope permitted by the applicable
law, or any other date otherwise
agreed upon by the parties of the
Agreement.Contracts where the Names have yet
been Changed
    
    The contracts under the definition of
Clause 3.2 of the Agreement
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Article 2 Transfer of assets
     Article 3 Settlement of assets
  5




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6




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Article 4 Profits and losses during the period
   Article 5 Expenses and taxes
  Article 6 Labor arrangements
  7




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Article 7 Representations, statements and warranties
        8




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9




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10




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Article 8 Conditions precedent
   Article 9 Default and compensation
   11




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Article 10 Force majeure
   12




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Article 11 Information disclosure and confidentiality
  Article 12 Survival
  Article 13 Resolution of disputes
  Article 14 Notification
  13




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Person to be notified:
    
    Chen PeiAddress:
    
    10/F, No. 133A, Xi Dan Bei Street, Xi Cheng District, BeijingZip:
    
    100032
  Person to be notified:
    
    Yang XiaoweiAddress:
    
    10/F, No. 133A, Xi Dan Bei Street, Xi Cheng District, BeijingZip:
    
    100032
 Article 15 Conflict
  Article 16 No assignment
  Article 17 Severability
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Article 18 No waiver
  Article 19 Applicable law
  Article 20 Language and copy
  Article 21 Appendix of the Agreement
   Article 22 Validity of the Agreement
    15




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/s/ Chang Xiaobing
   /s/ Tong Jilu
 16




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Appendix 1 Introduction of the overall conditions of the Target Assets
   17




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Carrying value
    
    
    
    
    
    Value increased or
    
    Value increase rateItem
    
    Carrying value
    
    after adjustment
    
    Valuation value
    
    reduced
    

(%)A
    
    B
    
    C
    
    D=C - B
    
    E=(C-B)/B*100%Current assets
    
    
    30321.43
    
    
    
    30321.43
    
    
    
    30716.16
    
    
    
    394.73
    
    
    
    1.30Long term investmentsFixed assets
    
    
    145894.37
    
    
    
    145894.37
    
    
    
    157896.01
    
    
    
    12001.64
    
    
    
    8.23Of which: Buildings
    
    
    26297.62
    
    
    
    26297.62
    
    
    
    34031.89
    
    
    
    7734.27
    
    
    
    29.41Machinery & equipment
    
    
    86053.03
    
    
    
    86053.03
    
    
    
    92466.45
    
    
    
    6413.42
    
    
    
    7.45LandWork in progress
    
    
    27229.33
    
    
    
    27229.33
    
    
    
    25973.90
    
    
    
    -1255.43
    
    
    
    -4.61Project materialsIntangible assets
    
    
    944.16
    
    
    
    944.16
    
    
    
    5262.98
    
    
    
    4318.82
    
    
    
    457.42Of which: Land use rights
    
    
    491.68
    
    
    
    491.68
    
    
    
    4771.40
    
    
    
    4279.72
    
    
    
    870.42Other assets
    
    
    8044.93
    
    
    
    8044.93
    
    
    
    8350.17
    
    
    
    305.24
    
    
    
    3.79TOTAL ASSETS
    
    
    185204.90
    
    
    
    185204.90
    
    
    
    202225.32
    
    
    
    17020.42
    
    
    
    9.19Current liabilities
    
    
    52246.31
    
    
    
    52246.31
    
    
    
    52246.31
    
    
    
    0.00
    
    
    
    0.00Long term liabilities
    
    
    90526.59
    
    
    
    90526.59
    
    
    
    90526.59
    
    
    
    0.00
    
    
    
    0.00TOTAL LIABILITIES
    
    
    142772.90
    
    
    
    142772.90
    
    
    
    142772.90
    
    
    
    0.00
    
    
    
    0.00NET ASSETS
    
    
    42431.99
    
    
    
    42431.99
    
    
    
    59452.41
    
    
    
    17020.42
    
    
    
    40.11
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