**Exhibit 4.33**

 

 

**(English Translation)**

 

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**Premises Leasing Agreement**

 

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**Between**

 

**China Unicom Corporation Ltd.**

 

**Unicom New World TelecommunicationsCorporation Ltd.**

 

**And**

 

## **China United Telecommunications Corporation Ltd.**

 

 

 

**March 24, 2005**

 

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**Contents**

 
| 1.  | Scope and Purpose of Lease                                |   |
|-----|-----------------------------------------------------------|--------|
| 2.  | Validity  of Lease and Delivery of the Leased Premises    |   |
| 3.  | Lease Fee, Miscellaneous  Fees and Payment                |   |
| 4.  | Decoration,  Renovation and Advertising                   |   |
| 5.  | The Obligations of the  Lessee                            |   |
| 6.  | The Obligations of the  Lessor                            |   |
| 7.  | Commitments and Guarantees                                |   |
| 8.  | Taxation                                                  |   |
| 9.  | Contingencies                                             |   |
| 10. | Termination and Renewal of the  Agreement                 |   |
| 11. | Treatment  of the Belongings upon Expiry of the Agreement |   |
| 12. | Breach  Responsibilities                                  |   |
| 13. | Applicable Laws and  Disputes Settlement                  |   |
| 14. | Entry into Force                                          |   |
| 15. | Agreement  Transfer                                       |   |
| 16. | Notification                                              |   |
| 17. | Miscellaneous                                             |   |

 

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**Premises Leasing Agreement**

 

This Agreement is signed by therepresentatives of the two parties in Beijing, the People’s Republic of China (“China”)on March 24, 2005.

 
| (1)    |   | lessor: |   | China Unicom Corporation Ltd. (“CUCL”)  Address: F12, Bldg A, Henderson Center                  18,  Jianguomennei Avenue, Beijing  Legal representative: Chang Xiaobing  Unicom New World Telecommunications Corporation Ltd.  (“Unicom New World”)  Address: Room 1009, F10, Bldg A  18, Jianguomennei Avenue, Beijing  Legal representative: Chang Xiaobing  CUCL and Unicom New World are considered the lessor separately or jointly in  this Agreement. |
|--------|--------|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (2)    |   | lessee: |   | China United Telecommunications Corporation  Ltd. (“A Share Company”)  Address: F40, Jinmao Tower  Century Avenue, Shanghai  Legal representative: Chang Xiaobing                                                                                                                                                                                                                                                                                                                                                                                       |

 

Realizing

 

(1)           CUCLis a foreign-funded business established and continued in line with Chineselaws whose equities are wholly held by ChinaUnicom Limited (the “Red-chip Company”). A Share Company is a corporationestablished and continued in line with Chinese laws whose stocks are listed inShanghai Stock Exchange (“SSE”) on October 9, 2002. China UnitedTelecommunications Corporation (“Unicom Group”) holds 69.3224% of its equities.

 

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(2)           On August 12, 2002, Unicom Group and A ShareCompany signed a memorandum of understanding on the transactions to beconducted after the listing of the shares of A Share Company (“ConnectedTransactions MoU”) between Unicom Group or its subsidiaries (excluding A ShareCompany and the subsidiaries held by A Share Company) and Red-chip Companyindirectly held by A Share Company and its subsidiaries. According to theunderstanding reached in the Connected Transactions MoU, in the event that thetransactions to be conducted between Red-chip Company itself or itssubsidiaries and Unicom Group or any of its subsidiaries (excluding A ShareCompany and the subsidiaries held by A Share Company) require approval of theminority shareholders of A Share Company under the Rules Governing the Listingof Shares on Shanghai Stock Exchange (“Rules of SSE”) applicable from time totime, which are deemed at the same time as connected transactions that requireapproval of the minority shareholders of Red-chip Company under the RulesGoverning the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Rulesof SEHK”) applicable from time to time, the above connected transactions shallbe conducted in a 2-step approach: (1) Unicom Group or any of its subsidiariesenters into an agreement on the intended transaction with A Share Company orChina Unicom (BVI) Limited (“Unicom BVI”), identifying the rights andobligations of the 2 parties involved in the transaction under the agreement(including, but not limited to, approval of Unicom Group of the transfer of therights and obligations of A Share Company or Unicom BVI under the agreement toRed-chip Company or any of its subsidiaries); (2) A Share Company or Unicom BVItransfers its rights and obligations under the above mentioned agreement to Red-chipCompany or any of its subsidiaries;

 

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(3)           UnicomNew Guoxin Telecommunications Corporation Ltd (“Unicom New Guoxin”) is a companywith limited liability established and continued in line with Chinese laws andwholly owned by Unicom Group. In light of the Memorandum of Understanding onConnected Transactions and to the end of Unicom New Guoxin providing operatorservices to mobile subscribers of the subsidiaries with domestic operation ofRedchip Company, UCUL, Unicom New Century Telecommunications Corporation Ltd. (“UnicomNew Century”), Unicom New World and A Share Company signed a premises leasingagreement (“Original Premises Leasing Agreement”) on November 20, 2003. On thesame day, A Share Company signed a transfer agreement on the Original PremisesLeasing Agreement with Unicom New Guoxin, transferring all the rights andobligations inscribed in the Original Premises Leasing Agreement to Unicom NewGuoxin.

 

(4)           CUCLassimilated and merged with Unicom NewCentury on July 30, 2004, and the rights and obligations of Unicom New Worldunder the Original Premises Leasing Agreement have been inherited by CUCL.The Ministry of Commence has approved, pursuant to *MOC’S Approval of the Merging between China Unicom Corporation Limited andUnicom New World Telecommunications Co.Ltd.(*MOC[2005]No.258), of the merging between CUCL and Unicom New World. At present, CUCL is going through the rest ofthe legal procedures necessary for its merging with Unicom New World, upon completion of which Red-chip Company would have CUCLas its sole operating entity in China;

 

Based on theobservation and revision of the Original Premises Leasing Agreement since itsentry into effect, through joint analysis and consultation and in the principleof equality and mutual benefits, the parties agree as follows:

 

# **1.**             Scope and Purpose of Lease

 

1.1           Tomeet the everyday needs of Unicom New Guoxin, the lessor agrees to lease thepremises under its possession to the lessee based on the written instruction ofthe lessee from time to time.

 

1.2           Thelessee uses the above-mentioned premises for officing and operation purposes.

 

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# **2.**             Validity of Lease and Delivery ofthe Leased Premises

 

2.1           ThisAgreement enters into effect on January 1, 2005 after the conditions of Article14 of this Agreement have been met. The validity of this Agreement is 2 yearssince the entry into effect (“validity”).

 

2.2           Thelessor shall provide an opportunity of inspection for the lessee before thesignature of this Agreement. The leased premises shall be in good condition andshall meet the requirements of the lessee.

 

# **3.**             Lease Fee, Miscellaneous Fees andPayment

 

3.1           Standardof Lease Fee

 

The standard shall be determined by thesubsidiaries of the lessor and the lessee by the higher indicator of thedepreciation cost of the leased premises and the market price of similar localpremises.

 

3.2           Inaddition to the above-mentioned lease fee, the lessee shall pay the water,electricity and air-conditioning fees (miscellaneous fees) on actual user basisas well as property management fee periodically in line with the price ortariff standard defined by price regulators.

 

3.3           Thelessor promises not to charge the lessee any other fees (including taxes thatshall be paid by the lessor) except the above-mentioned lease fee,miscellaneous fees and property management fee as well as the fees occurred dueto the possible breach of this Agreement by the lessee.

 

3.4           Thelease fee, miscellaneous fees and property management fee described above shallbe paid in the following ways:

 

3.4.1        Thelessee shall pay the lessor the lease fee on a quarterly basis within thevalidity of this Agreement. The lease fee shall be paid within 5 days followingthe end of a quarter.

 

3.4.2        Themiscellaneous fees shall be paid on a monthly basis within the validity of thisAgreement. The lessor shall deliver the bills for miscellaneous fees from theproperty management company to the lessee within 5 days following the receiptof the bills. The lessee may pay the miscellaneous fees either to the propertymanagement company directly or to the lessor who will deliver the fees to theproperty management company. In the second case, the lessor shall present theinvoice to the lessee for record.

 

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3.4.3        Theproperty management fee shall be paid on a monthly basis within the validity ofthis Agreement either to the lessor who will deliver the fee to the property managementcompany or to the property management directly upon the request of the propertymanagement company. In the first case, the lessor shall present the invoice tothe lessee for record.

 

# **4.**             Decoration, Renovation andAdvertising

 

4.1           Thelessor agrees that the lessee may decorate, renovate, upholster and installfacilities in light of its own plan of design. The cost shall be borne solelyby the lessee. However, the decoration and renovation shall not damage thearchitectural structure of the leased premises (including but not limited tothe outer wall and the weight-bearing part) and related equipment (excluding reasonableand natural depreciation), and shall not violate any law or regulation.

 

4.2           Allthe construction related to such decoration and renovation shall be conductedin such an appropriate manner as to ensure personnel and property safety.Otherwise, the losses and disputes occurred shall be borne fully by the lessee.

 

4.3           Withinthe validity of this Agreement and following the consent of the lessor ( thelessor shall not refuse without a good reason nor postpone its consent), the lesseemay hang, affix, or post the name, logo, symbol and commercial advertisement ofthe lessee. Upon the expiration of this Agreement, the lessee shall clear themand bear related cost.

 

# **5.**             The Obligations of the Lessee

 

5.1           Thelessee shall pay the lease fee and other fees to the lessor in time and in fullbalance in accordance with Article 3 of this Agreement. Otherwise, it has topay penalties to the lessor according to Article 12 of this Agreement.

 

5.2           Thelessee shall not conduct illegal activities or activities detrimental to thepublic interest and shall conform to the requirements of environmentalprotection, firefighting and health laws and regulations.

 

5.3           Inthe event of the expiration of this Agreement or an early termination of this Agreement,the lessee shall move all its properties out of the premises within 30 daysfollowing the dismissal of this Agreement. Otherwise, the lessee shall paydouble the daily lease fee based on the yearly lease fee on a pro rata basis.

 

5.4           Thelessee shall not change the purpose of the leased premises without the prior writtenconsent of the lessor.

 

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# **6.**             The Obligations of the Lessor

 

6.1           Thelessor shall ensure and urge the property management company to well fulfillits responsibilities including but not limited to:

 

6.1.1        Examiningand repairing the leased premises as well as related publicfacilities(including but not limited to the outer structure and invisiblewater, electricity and gas pipes) periodically and/or upon the request of thelessee, so as to ensure the leased premises are in good condition. The propertymanagement company shall be responsible for repairing the damages and thelessee shall bear the cost of the repair if the damages are caused by thelessee. For any damage of the public utilities (water, electricity, gas andtelecommunications), the property management shall be responsible for the earlyrepair as well as the cost.

 

6.1.2        Providinguninterrupted electricity, water and gas for the lessee unless unforeseeable,unpreventable or uncontrollable accidents occur.

 

6.1.3        Maintainingthe soundness, openness and sanitation of the public space.

 

6.1.4        Enteringthe leased premises and taking appropriate measures with the consent of thelessee for maintenance, sanitation, guarding, fire prevention and firefightingpurposes. In case of emergency, the property management company may enter theleased premises and take necessary measures without the consent of the lesseebut shall contact the lessee immediately afterwards.

 

6.1.5        Themanagement fee for the leased premises shall be borne by the lessee.

 

6.2           Thelessor shall take the responsibility of handling the relationship with concernedgovernment authorities and other agencies (including but not limited to publicsecurity agencies and fire fighting departments) and bear all incurred costs ifsuch relationship is incurred by the leased premise. If the relationship with concernedgovernment authorities and other agencies is incurred by the lessee due to thebreach of this Agreement, the lessee shall bear the responsibility of handlingsuch relationship and bear all incurred costs thereafter.

 

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6.3           Withinthe period of validity, if the lessor transfers part or the entire leasedpremise to any third party, the lessor pledges that the precondition for thetransfer is that the new owner of the leased premise accepts this Agreement andthat the lessee shall be informed 90 days in advance. Moreover, the transfer ofthe leased premise will neither induce the termination or invalidity of this Agreement,nor exert any negative influence upon the rights, interests and operationactivities of the lessee under this Agreement. The lessor also pledges that thenew owner of the leased premise will sign a new agreement with the lessee withthe articles of the new agreement the same as the old ones. Otherwise theleased premise cannot be transferred to any third person.

 

6.4           Therebuilding of the leased premise by the lessor within the lease term shall notaffect the normal operation or business activities of the lessee and the lessorshall first obtain the written approval from the lessee for suchreconstruction. Otherwise the lessee has the right to terminate the agreementand require the lessor to make up for the fees incurred by the decoration, the operationloss or any other losses incurred by the move of offices.

 

# **7.**             Commitments and Guarantees

 

7.1           Boththe lessor and the lessee make the following commitments and guarantees:

 

7.1.1        Theyare the legal persons of the durable enterprises that are established accordingto the laws;

 

7.1.2        Theyhave all the rights and authorizations to sign the agreement and fulfill theobligations under this Agreement;

 

7.1.3        Therepresentatives who signed this Agreement have obtained such authorization.

 

7.2           Thelessor pledges that it possesses the legitimate property rights of the leasedpremise and the rights to lease it. Under any circumstance and for any reason,if there is any dispute over the property rights and such dispute causesfailure to enjoy the rights or induces any other damages to the lessee, thelessor agrees to make compensation for all the losses caused thereafter.

 

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7.3           Thelessor pledges that the leased premise is an legitimated and valid building,whose planning, design and construction are in compliance with the requirementsfor land uses and related laws and regulations, that there is no possibilityfor the requisition of the usage rights of the building or the land by thegovernment or related government agencies, that there is no impingement on therights and interests of any third party, and that there is no real or potentiallawsuits, arbitration, disputes or other legal problems against the leased premise.If there is any other party except the lessor claims that right, the issueshall be resolved by the lessor.

 

7.4           Thelessor pledges that the leased premise is not a mortgage of any bank, companyor individual and there is no interest or rights of the third party involved.

 

7.5           Thelessor or any other person shall not take any actions that may affect the interestsand rights of the lessee over the leased premise.

 

7.6           Thelessor pledges that the leased premise is in good conditions and the lessoragrees to regularly and/or irregularly repair and maintain the related publicfacilities upon the request of the lessee.

 

7.7           Allparties pledge to pay their respective taxes and fees in accordance with therelevant laws and regulations of China.

 

# **8.**             Taxation

 

8.1           Allthe taxes incurred by the leased premise under this Agreement and themanagement fees and other fees (if any) concerning the leased premise collectedby the central government or the local government shall be paid by each partyaccordingly unless the laws stipulates otherwise.

 

# **9.**             Contingencies

 

9.1           Wherea fire or other contingencies that are not within the responsibilities of thelessee cause the damage to the leased premise, the lessor shall take immediateactions to repair the damaged premise and bear all related costs if the lesseemakes unilateral judgment that the damage does not seriously affect the usageof the premise.

 

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9.2           Wherea fire or other contingencies that are not within the responsibilities of thelessee cause the damage to the leased premise, the lessee may chose to send outa written notice to the lessor to terminate the lease of the damaged premise ifthe lessee makes unilateral judgment that the damage seriously affects theusage of the premise. Under such situation, the lessee shall not pay the leasefees of the damaged premise from the day when the accident takes place.

 

# **10.**          Termination and Renewal of the Agreement

 

10.1         Thelessee may terminate part or the entire agreement if the written notice hasbeen sent to the lessor 60 days in advance and the termination issue can bediscussed according to the provisions of this Agreement.

 

10.2         Ifthe lessee sends out the written renewal notices to the lessor within 60 daysprior to the expiry of this Agreement or the expiry of the extension period,this Agreement will extend for anther valid period in accordance withapplicable laws, regulations and other regulatory rules unless there are otherlegal reasons for the failure of renewal beyond the control of the lessor.

 

# **11.**          Treatment of the Belongings upon Expiry of theAgreement

 

11.1         Ifthis Agreement terminates upon the expiry or is terminated in advance accordingto related articles and the fitments and decorations added by the lessee uponthe written approval of the lessor have become part of the real estate thatcannot be divided from the leased premise, they will belong to the lessor afterthe lessor makes an payment for them at the converted price in real term.

 

# **12.**          Breach Responsibilities

 

12.1         Ifthe lessee does not pay the related lease fees or payments within the agreedtime limit according to Article 3 of this Agreement, the lessee shall pay the delinquentlease fees or other fees to the lessor and 30 days after the overdue, thelessee shall also pay a fee equivalent to 0.01% of the delinquent lease fees orpayments as the daily penalty fees every day.

 

12.2         Ifthe lessee uses the leased premise for other purposes without the writtenapproval of the lessor, the lessor has the right to take back the leasedpremise. The loss incurred thereafter will be compensated by the lessee.

 

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12.3         Failureto fulfill any obligation specified in any article by any party is regarded asthe breach of this Agreement unless otherwise stipulated this Agreement. Thedefaulting party shall correct its breaching behaviors within 30 days since itreceives the written notice of the non-defaulting party that specifies thebreaching behaviors. If the defaulting party does not correct its breachingbehaviors, the non-defaulting party has the right to terminate this Agreementand the defaulting party shall make compensation to the non-defaulting partyfor its compliance with this Agreement.

 

# **13.**          Applicable Laws and Disputes Settlement

 

13.1         This Agreement is subject to thejurisdiction, interpretation and execution of Chinese laws.

 

13.2         Incase of disputes over the validity, interpretation, and implementation of thisAgreement, all parties shall try to resolve them through friendlyconsultations. If the dispute cannot be resolved through consultations within30 days since its occurrence, any party has the right to lodge a suit to thepeople’s court with such jurisdiction.

 

# **14.**          Entry into Force

 

This Agreement shall come into effect on thedate agreed upon by all parties and when the following conditions are met.

 

14.1         TheShareholders’ Meetings of Red-chip Company approves the implementation of thisAgreement according to applicable laws, regulations and listing rules;

 

14.2         TheShareholders’ Meeting of the lessee approves the transfer of the rights andobligations of the lessee under this Agreement to Unicom New Guoxin inaccordance with applicable laws, regulations and listing rules.

 

# **15.**          Agreement Transfer

 

15.1         Inaccordance with terms and conditions formulated on the basis of this Agreementand the commitments in the Memorandum of Understanding on Connected Transactions,the consent from the lessor on the transfer of the rights and obligations ofthe lessee under this Agreement to Unicom New Guoxin is irrepealable and thelessee may transfer its rights and obligations under this Agreement to UnicomNew Guoxin without any consent from the lessor.

 

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15.2         Oncethe lessee transfers its rights and obligations under this Agreement to UnicomNew Guoxin, Unicom New Guoxin will inherit all the rights and obligations ofthe lessee under this Agreement and the lessee shall terminate the relatedobligations and rights inherited by Unicom New Guoxin.

 

# **16.**          Notification

 

Any notificationrelated to this Agreement shall be made in written form and sent by one partyof this Agreement to the other, either via a special courier, or by fax, or by postal delivery, to theother party. Such notification is deemed as delivered upon delivery via aspecial courier, or when the sender’s fax machine indicates that the pages havebeen transmitted if it is sent by fax, or on the 3rd workingday(excluding legal holidays)after it is mailed. Any notification shall bedeemed as valid upon delivery.

 

The Address of each party is listed below:

Unicom New World TelecommunicationsCorporation Limited

Addressee: Xiaowei Yang

Address: Room 1029, Floor 10, A 133, NorthXidan Avenue, Xicheng District, Beijing

Postal Code: 100032

 

 

China Unicom Corporation Ltd.

Addressee: Xiaowei Yang

Address: Room 1029, Floor 10, A 133, NorthXidan Avenue, Xicheng District, Beijing

Postal Code: 100032

 

 

China United TelecommunicationsCorporation Ltd.

Addressee:Yilei Zhao

Address:Floor 40, Jinmao Tower, No. 88 Century Avenue, Shanghai 

PostalCode: 200121

 

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# **17.**          Miscellaneous

 

17.1         The Original Premises Leasing Agreement terminates immediately after this Agreemententers into force.

 

17.2         This Agreement can be amended or supplementedwith an agreement with all parties through consultations. All amendments andsupplements shall come into force the date when they were signed and sealed bythe legal or authorized representatives of all parties.

 

17.3         This Agreement is divisible. Ifthere is any provision confirmed illegal or unenforceable, it shall not affectthe validity and execution of other provisions.

 

17.4         ThisAgreement is signed in sextuplicate and each party possesses two copies. Theoriginal text of each copy is equally binding.

 

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**China Unicom Corporation Ltd. (seal)**

 

 
| Legal or authorized representative: | /s/ Tong Jilu |   |
|-------------------------------------|---------------|--------|

 

 

 

 

**Unicom New World TelecommunicationsCorporation Limited (seal)**

 

 
| Legal or authorized representative: | /s/ Tong Jilu |   |
|-------------------------------------|---------------|--------|

 

 

 

 

**China United Telecommunications CorporationLtd. (seal)**

 

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

 

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