**Exhibit 4.21**

 

 

(English Translation)

 

 

**Transfer Agreement**

**with respect to CDMA Network Capacity Lease 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 “Unicom A-Share Company”)

 

Address: 40F,Jinmao Building, Century Boulevard, Shanghai, China

 

LegalRepresentative: Mr. Wang Jianzhou

 

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

 

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

 

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 communications assets in thefollowing nine provinces and autonomous regions: Shanxi, Inner Mongolia, Hunan,Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai and Ningxia (the “NineService Areas”) As approved by the Ministry of Information Industry in thetelex letter numbered [2003]443, Unicom Group authorizes Unicom New World toengage in the mobile communication services in the Nine Service Areas;

 

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(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 (the“Target Interests”) into Unicom Red-Chip Company through its wholly-owned overseassubsidiary (the “Offshore Capital Injection Project”). Upon the completion ofthe Offshore Capital Injection Project, Unicom New World will be one of thesubsidiaries of Unicom Red-Chip Company engaging in telecommunication serviceswithin China; and

 

(6)           For thepurpose of the Offshore Capital Injection Project, Unicom Group, Unicom NewWorld, Unicom New Horizon Telecommunications Corporation Limited (“Unicom NewHorizon”) and the A Share Company entered into a CDMA Network Capacity LeaseAgreement on November 20, 2003.

 

NOW THEREFORE, For thepurpose of this Offshore Capital Injection Project, 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 the CDMANetwork Capacity Lease Agreement and the Annexes thereto to Unicom New World.Unicom New World consequently agrees to accept all of the rights andobligations of the A Share Company under the CDMA Network Capacity LeaseAgreement.

 

2.             Oncethe A Share Company transfers all of its rights and obligations under the CDMANetwork Capacity Lease Agreement to Unicom New World, Unicom New World shallimmediately succeed to all such rights and obligations and the A Share Companyshall immediately terminate all such rights and obligations.

 

3.             UnicomA-Share Company confirms that, pursuant to Section 21 of the CDMA Network CapacityLease Agreement, Unicom Group and Unicom New Horizon have given an irrevocableconsent that the A Share Company may transfer all of its rights and obligationsunder the CDMA Network Capacity Lease Agreement to Unicom New World or itssubsidiaries or to Unicom Red-Chip Company or any of its subsidiaries; no otheror further consent by Unicom Group and/or Unicom New Horizon shall be requiredfor the A Share Company to transfer its rights and obligations under the CDMANetwork Capacity Lease Agreement to Unicom New World or its subsidiaries, orUnicom Red-Chip Company or its subsidiaries.

 

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

 

5.             UnicomNew World agrees to retain and perform during the term of the CDMA NetworkCapacity Lease Agreement all the rights and obligations given to the A ShareCompany in the past or in the future pursuant to the provisions and conditionsset forth in the CDMA Network Capacity Lease Agreement.

 

6.             Effectiveness

 

This Agreementshall become effective simultaneously with the CDMA Network Capacity Lease Agreement subjectto the following conditions:

 

6.1           Approvalat the Shareholders Meeting of Unicom Red-Chip Company of the transfer of allof the rights and obligations under the CDMA Network Capacity Lease Agreementby the A Share Company to Unicom New Company pursuant to applicable laws,regulations and listing rules; and

 

6.2           Therequirements under Section 3 of the CDMA Network Capacity Lease Agreement aremet.

 

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 the 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, theParties shall decide through negotiations whether to terminate, partially waiveor postpone such performance.

 

8.             Confidentiality

 

Except to theextent that disclosure is required by law or by the rules of the relevantsupervisory authorities, or for the purpose of submission to the Shanghai StockExchange by the A Share Company or to the Hong Kong Stock Exchange by UnicomRed-Chip Company, each Party, without the other party’s written consent, shallnot provide or disclose to any company, enterprise, organisation or person anydata and information relating to the other Party’s operations or businesses.

 

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9.             No Waiver

 

Unless otherwiserequired by law, any failure or delay in exercising any of its rights, powersor privileges by one Party shall not be construed as a waiver of such rights,powers or privileges. Any one time or partial exercise of such rights, powersor privileges shall not affect any further or complete exercise of such rights,powers or privileges.

 

10.           Notices

 

Any notificationgiven in connection with this Agreement shall be in writing and shall bedelivered by one Party to the other Party by hand, fax or mail. Such anotification by hand shall be deemed to have been duly given on the date ofdelivery. Such a notification via fax shall be deemed to have been duly givenupon the completion of the fax transmission. Such a notification by mail shallbe deemed to have been duly given on the third working day (extended when thereis a public holiday) after the postal date. Notifications become effective upontheir arrivals.

 

Addresses of the Partieshereto for receiving notifications are as follows:

 

China UnitedTelecommunications Corporation LimitedAttention: Zhao YileiAddress: 40F, Jinmao Building, Century Boulevard, Shanghai, ChinaPost Code: 200121

 

Unicom New WorldTelecommunications Corporation LimitedAttention: Song XiaoxiAddress: A133 Xidanbeidajie, Suite 1168, 11th Floor, Xicheng District, Beijing,ChinaPostcode: 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.

 

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13.           Miscellaneous

 

13.1         Based onmutual consultations, both Parties can make modifications, revisions oradditions to this Agreement and the Annexes hereto. No revision or additionshall become effective until it is duly signed in writing and sealed by bothParties or their authorized representatives.

 

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

 

13.3         ThisAgreement has six original copies with each having equal legal binding force.

 

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

 

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