operation services (Article 1.1 of Exhibit 2 to the CDMA Business Disposal Agreement); (ii) all mobile subscribers with user code information of 133/153numbers as at 12:00 a.m. on the Completion Date as recorded in CUCL’s billingsystem and other relevant systems, as well as the rights and obligationsrelating to such CDMA subscribers which are to be dealt with by way of cashsettlement on the Completion Date. The items to be included in suchsettlement are (a) accounts receivable from subscribers (to be calculatedbased on 2007 average recovery rate), (b) advance from customers, (c) prepaidfees from customers in respect of CDMA rechargeable cards, (d) customers’deposits, (e) accrued liabilities for subscribers’ bonus points (to becalculated based on the bonus point conversion ratio set out in the CDMABusiness Disposal Agreement) and (f) the carrying amount in respect of thedeferred handset subsidies as at the Completion Date (to be calculated basedon a 50% split as set out in the CDMA Business Disposal Agreement) (Articles2.1(1), 2.2(1) and 2.2(2) of Exhibit 2 to the CDMA Business DisposalAgreement); (iii) transferred assets relating to the CDMA business as set outin the CDMA Business Disposal Agreement, comprising (a) assets exclusivelyused by the CDMA business including, but not limited to, UIM cards,rechargeable cards, terminals and network equipment, (b) information/data ofCDMA subscribers, (c) all self-owned sales offices at county level or below inBeijing, Tianjin, Heilongjiang, Liaoning, Jilin, Inner Mongolia, Shanxi,Henan, Hebei, and Shandong (including provinces, directly controlledmunicipalities and autonomous regions) (the “Ten Northern Provinces”)(including districts and counties located in the suburbs of Beijing andTianjin) and 50% of all self-owned sales offices at above (but excluding)county level as well as 50% of leased self-operated sales offices in the TenNorthern Provinces, (d) certain jointly used CDMA network basestations/auxiliary facilities, (e) certain transmission assets relating to theCDMA business and (f) other tangible and intangible assets relating to theCDMA business as set out in the CDMA Business Disposal Agreement (Articles 3.2to 3.23 of Exhibit 2 to the CDMA Business Disposal Agreement); (iv) except for certain contracts as provided in the CDMA BusinessDisposal Agreement, (a) for the rights and obligations under contractsexclusively relating to the CDMA business, those formerly enjoyed and assumedby CUCL before the Completion Date shall continue to be enjoyed and assumed byCUCL, and on and after the Completion Date, all such rights and obligationsshall be enjoyed and assumed by Telecom; (b) for the rights and obligationsunder contracts not exclusively relating to the CDMA business, all the rightsand obligations before the Completion Date shall continue to be enjoyed andassumed by CUCL; and on and after the Completion Date, based on the principlethat liabilities should be borne consistent with rights and interestsallocation, Telecom and CUCL shall respectively enjoy and assume the rightsand obligations under such contracts in an honest, fair and bona fide manner;and (c) with respect to the agreements and business arrangements relating tosales channels and customer services in connection with the CDMA business,CUCL shall be responsible for amending the original exclusivity contractsentered into by CUCL with third parties before the Completion Date in such amanner that Telecom will be able to enjoy or share the rights under suchcontracts; and for the exclusivity contracts renewed by CUCL with thirdparties within three years after the Completion Date, such exclusivity clauseincluded in
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   these contracts shall not apply to Telecom. If Telecom enters into anynew contract with the counterparty of any original exclusivity contractwithin three years after the Completion Date, the exclusivity clause shallnot apply to CUCL (Article 4.2 of Exhibit 2 to the CDMA Business DisposalAgreement); (v) other business, rights or liabilities to be disposed of byCUCL to Telecom in the following manner: (a) with respect to the amount to beamortized for property leasing and line leasing, the balance to be amortizedfrom the Completion Date with respect to the CDMA business shall be assumed byTelecom through a one-time purchase and be settled in cash on completion; (b)the arrangements for the use rights relating to the CDMA business include, butare not limited to, use right arrangements relating to computer rooms, useright arrangements for the licensing of intellectual property rights relatingto the CDMA business, and other use right arrangements as agreed by theparties in the CDMA Business Disposal Agreement; and (c) the number ofcontracted employees to be transferred to Telecom represents 29.3% of thetotal number of contracted employees of CUCL and Unicom HuashengTelecommunications Technology Company Limited. In addition, a certain numberof the employees who are employed by third parties and are working onsecondment for CUCL will be transferred to provide services to Telecom(Article 5 of Exhibit 2 to the CDMA Business Disposal Agreement); (2) Unicom (by itself and through its subsidiary) has agreed to sell, and Telecom(by itself and through its subsidiary) has agreed to purchase, the entire equityinterest in China Unicom (Macau) Company Limited (Article 1.1(2)(a) of the CDMABusiness Disposal Agreement); and (3) CUCL has agreed to sell, and Telecom has agreed to purchase, 99.5% of theequity interest in Unicom Huasheng Telecommunications Technology Company Limited(representing the entire equity interest in Unicom Huasheng TelecommunicationsTechnology Company Limited held by CUCL, and Unicom has been notified by Unicom Groupthat the remaining 0.5% of the equity interest in Unicom Huasheng TelecommunicationsTechnology Company Limited will be sold by Unicom Group to Telecom Group) (Article1.1(2)(b) of the CDMA Business Disposal Agreement).     (1), (2) and (3) above are collectively referred to as the “CDMA Business”.     The scope of the CDMA Business is set out in the CDMA Business Disposal Agreement and thedetailed items will be confirmed in a final list of the detailed items of the CDMA Business.Within 20 days after the Completion Date (or such other date as agreed between the parties), CUCL,Unicom and Telecom will commence the identification process of the detailed items of the CDMABusiness, and will prepare, acknowledge and sign a final list of such detailed items based on theresults of such identification work. After the parties have signed the final list, the final listmay still be adjusted by the agreement of the parties by no later than the date falling 60 daysafter the Completion Date (or such other date as the parties may agree), being the date of actualdelivery of the CDMA Business and all relevant documentation by CUCL and Unicom to Telecom (the“Delivery Date”). CUCL, Unicom and Telecom (or their respective provincial branches) will confirmthe adjusted final list by signing a confirmation letter once or by batches on or before theDelivery Date (Article 1.2 of the CDMA Business Disposal Agreement).     The CDMA Business Disposal Agreement also sets out the detailed principles and arrangements onthe identification, determination, segregation, verification and transfer mechanism for each typeof assets that constitutes the CDMA Business. In addition, as provided for under the CDMA BusinessDisposal Agreement, CUCL and Telecom and their respective affiliated companies have also enteredinto a number of ancillary agreements in relation to the detailed arrangements with respect to thedisposal of the
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CDMA Business, including an Employee Arrangement Agreement on the transfer of certainemployees (Article 1.3 of the CDMA Business Disposal Agreement).(c) **Consideration**     Pursuant to the CDMA Business Disposal Agreement, the consideration for the CDMA Business (the“Consideration”) remains unchanged from the CDMA Business Framework Agreement and is RMB43.8billion (approximately HK$50.1 billion), which is subject to adjustment in accordance with theprice adjustment mechanism as set out below:     Adjusted consideration equals the Consideration as agreed in the CDMA BusinessDisposal Agreement multiplied by “A”, where:     R1 represents the CDMA service revenue for the six months ended June, 30 2008to be disclosed in the 2008 interim report of Unicom; and     R2 represents the CDMA service revenue for the six months ended June 30, 2007disclosed in the 2007 interim report of Unicom,     provided that:     If (R1/R2 + 0.02) > or = 1, then A = 1; and     If (R1/R2 + 0.02) < 1, then A = (R1/R2 + 0.02)     The Consideration was reached through arm’s length negotiations and determined after takinginto account various relevant industry and market factors as well as the specific characteristicsof the business and assets of the CDMA Business being disposed, including the operatingcapabilities and operating potential of the CDMA Business, their growth prospects, earningspotential, competitive advantages in their respective markets and their prospective profitcontributions to Telecom, as well as by reference to other financial and operational factors(Article 2.2 of the CDMA Business Disposal Agreement).     The Consideration will be paid in instalments as follows. The first instalment, being 70% ofthe Consideration, is payable in cash on the Completion Date or within three days after theCompletion Date. The second instalment, being 20% of the Consideration, is payable in cash withinthree days after the Delivery Date. The Delivery Date will take place within 60 days after theCompletion Date or be such other date as agreed between the parties. The final instalment, beingthe remaining 10% of the Consideration, is payable in cash before March 31, 2009 (the “Final Date”)(Article 2.3 of the CDMA Business Disposal Agreement).     Following the signing of the CDMA Business Disposal Agreement, Telecom will continue toconduct due diligence on the CDMA service revenue of Unicom for the period from January to June ofeach of 2007 and 2008 in accordance with an agreed plan. Such due diligence will be completedwithin ten days after the date of the CDMA Business Disposal Agreement (Article 2.2 of the CDMABusiness Disposal Agreement).(d) **Conditions**     The conditions on which Unicom, CUCL and Telecom will complete the disposal of the CDMABusiness (the “CDMA Business Conditions”) are as follows: (1) there being no material adverse change to the operation of the CDMA Business(Article 3.1(1) of the CDMA Business Disposal Agreement);
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 (2) the representations and warranties made by Unicom and CUCL on the date of theCDMA Business Disposal Agreement remaining true, accurate and complete, and are notmisleading, inaccurate or incomplete in all material aspects (Article 3.1(2) of theCDMA Business Disposal Agreement); (3) the disposal of the CDMA Business having been approved by Unicom shareholders(other than China Unicom (BVI) Limited and its associates) in accordance withapplicable laws, regulations and listing rules, and the Transfer Agreement betweenChina United Telecommunications Corporation Limited (“Unicom A Share Company”) andCUCL, dated July 27, 2008, having been approved by independent Unicom shareholders(Article 3.1(3) of the CDMA Business Disposal Agreement); (4) the disposal of the CDMA Business having been approved by the shareholders ofUnicom A Share Company in accordance with applicable laws, regulations and listingrules, and the Option Waiver and Lease Termination Agreement among China UnitedTelecommunications Corporation (“Unicom Group”), Unicom New Horizon MobileTelecommunications Company Limited (“Unicom New Horizon”) and Unicom A Share Company,dated July 27, 2008, having been approved by the non-affiliated shareholders of UnicomA Share Company (Article 3.1(4) of the CDMA Business Disposal Agreement); (5) the disposal of the CDMA Business having been approved by CUCL in accordancewith applicable laws and regulations (Article 3.1(5) of the CDMA Business DisposalAgreement);  (6) the necessary procedures required by applicable laws and/or required by thebinding agreements or documents of CUCL (including relevant announcement/noticeprocedures in relation to creditors or obtaining creditors’ consents) having beenperformed in accordance with the requirements of the completion plan as set out in theCDMA Business Disposal Agreement (Article 3.1(6) of the CDMA Business DisposalAgreement);  (7) the amendments to the articles of association and the changes of the businessscope of Telecom having been approved by Telecom shareholders in accordance withapplicable laws, regulations and listing rules, and the Telecom CDMA Lease betweenTelecom and China Telecommunications Corporation (“Telecom Group”), dated July 27,2008, and other connected transaction agreements (which require amendments as a resultof Telecom’s purchase of the CDMA Business) having been approved by independentTelecom shareholders (Article 3.1(7) of the CDMA Business Disposal Agreement);  (8) all authorizations in connection with the operation of the CDMA Businesshaving been obtained by Telecom and Telecom Group, which shall include, but are notlimited to, the approval of the Ministry of Industry and Information Technology forTelecom Group to license to Telecom the operation of a mobile telecommunicationsbusiness and to use the relevant telecommunications resources, such as CDMA spectrumand telecommunications network numbers (Article 3.1(8) of the CDMA Business DisposalAgreement);  (9) all authorizations in connection with the CDMA Business Disposal Agreementand the CDMA Network Disposal Agreement among Unicom Group, Unicom New Horizon andTelecom Group, dated July 27, 2008, having been obtained from the relevantgovernmental and regulatory authorities in the PRC and any other relevant jurisdiction
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   and such authorizations remaining in full force and effect without modification(Article 3.1(9) of the CDMA Business Disposal Agreement); (10) (a) there being no dispute between CUCL and Telecom on the progress of thecompletion preparatory work, and (b) detailed agreements in relation to theimplementation of the transactions contemplated under the CDMA Business DisposalAgreement having been entered into by the corresponding provincial branches (includingbranches of autonomous regions and municipalities directly under the centralgovernment) of CUCL and Telecom before August 15, 2008 (Article 3.1(10) of the CDMABusiness Disposal Agreement); and  (11) the business and assets identification and specific revenue due diligencehaving been completed in accordance with the CDMA Business Disposal Agreement and theresults of such identification and due diligence having been jointly confirmed by CUCLand Telecom (Article 3.1(11) of the CDMA Business Disposal Agreement).     For the purpose of paragraph (1) above, there is a “material adverse change” if there occurs asingle event which results in a loss to the operation of the CDMA Business of RMB300 million orabove or there occur events which in aggregate result in a loss to the operation of the CDMABusiness of RMB1 billion or above.     Each of Unicom, CUCL and Telecom will use its respective reasonable endeavours to procure thesatisfaction of the CDMA Business Conditions as soon as practicable before October 1, 2008. Oncethe CDMA Business Conditions set out above are satisfied or waived (satisfaction of the conditionsunder (1) to (6) is to be procured by CUCL and Unicom, satisfaction of the conditions under (7) and(8) is to be procured by Telecom and satisfaction of the conditions under (9) to (11) is to bejointly procured by CUCL, Unicom and Telecom), completion of the disposal of the CDMA Business willtake place on the Completion Date (Article 3.1 and 3.2 of the CDMA Business Disposal Agreement).     If not all of the CDMA Business Conditions are satisfied or waived (as applicable) on orbefore December 31, 2008 (or such other date as Unicom, CUCL and Telecom may agree), the CDMABusiness Disposal Agreement will automatically terminate (other than certain provisions which shallsurvive after the termination of the CDMA Business Disposal Agreement). In this case, no party (orits affiliated companies) shall make any claim against another party (or its affiliated companies)under the CDMA Business Disposal Agreement, unless such claim is based on the rights or obligationsincurred prior to the termination of the CDMA Business Disposal Agreement or under the survivedprovisions of the CDMA Business Agreement (Article 3.3 of the CDMA Business Disposal Agreement).(e) **Other Key Terms of the CDMA Business Disposal Agreement**(1) *Pre-Completion Date Undertakings*     Each of CUCL and Unicom undertakes to Telecom that before the Completion Date (Article 4 ofthe CDMA Business Disposal Agreement): (i) it will not make any material change to the usual operation policies of theCDMA Business (including, but not limited to, the operation, sales, usual pricingprocedures and policies of the CDMA Business) (Article 1.1(1) of Exhibit 5 to the CDMABusiness Disposal Agreement); (ii) it will not make any material change to the usual financial policy of theCDMA Business and will take all necessary and effective measures to ensure theexecution of the usual
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   financial policy (Articles 1.1(2) and (6) of Exhibit 5 to the CDMA BusinessDisposal Agreement)’ (iii) it will actively maintain the CDMA subscriber base, and will develop thesubscriber base in accordance with its usual sales practice (Article 1.3 of Exhibit 5to the CDMA Business Disposal Agreement);  (iv) it will maintain the normal operations of the CDMA Business and will ensurethat services at the usual standards will be provided to the CDMA subscribers(Articles 1.2 and 1.4 of Exhibit 5 to the CDMA Business Disposal Agreement);  (v) it will not enter into any contract involving the CDMA Business with a valuein excess of RMB20 million, or make any investment or dispose of the relevant assetsand liabilities in connection with the CDMA Business with an amount exceeding RMB20million (Articles 1.1(3), (4) and (5) of Exhibit 5 to the CDMA Business DisposalAgreement);  (vi) it will provide all necessary assistance to enable Telecom to identify theassets that are within the scope of the CDMA Business and will complete the completionpreparatory work in accordance with the completion plan as set out in the CDMABusiness Disposal Agreement (Article 1.5 of Exhibit 5 to the CDMA Business DisposalAgreement);  (vii) it will allow Telecom access to, among others, the computer rooms and salesoffices for inspection that are within the scope of the CDMA Business and will provideother information and records relating to the CDMA Business (Articles 1.6 and 1.7 ofExhibit 5 to the CDMA Business Disposal Agreement);  (viii) it will notify Telecom and consult with Telecom on any events or circumstances thatmay have a material adverse effect on the CDMA Business (Article 1.8 of Exhibit 5 tothe CDMA Business Disposal Agreement); and  (ix) it will maintain and will not make any material change to the informationtechnology supporting systems which record the CDMA subscribers’ rights andliabilities attributable to the CDMA Business before (and excluding) the CompletionDate (Article 1.9 of Exhibit 5 to the CDMA Business Disposal Agreement).(2) *Completion Date and Delivery Date*     On and after the Completion Date, the CDMA Business shall become legally owned by Telecom.Unless Unicom, CUCL and Telecom otherwise agree, any right, interest, obligation and liability inrelation to the CDMA Business before the Completion Date will be borne by CUCL; and on and afterthe Completion Date, any right, interest, obligation or liability in relation to the CDMA Businesswill be borne by Telecom. Since delivery of the CDMA Business will be completed by batchescommencing from the Completion Date, with regard to certain detailed items of the CDMA Business tobe transferred to Telecom, CUCL has agreed to hold such assets in good faith or as otherwiserequested by Telecom on a fair and reasonable basis (Article 5.2 of the CDMA Business DisposalAgreement).     CUCL and Telecom have agreed to ensure that until the Completion Date, the services providedto the CDMA subscribers, service capabilities and network operating conditions will not bematerially affected. (Article 1.2 of Exhibit 3 to the CDMA Business Disposal Agreement)     CUCL and Telecom have also agreed to cooperate with each other, within 60 days after theCompletion Date, to complete the relevant procedures and take the relevant actions in accordancewith certain methods and standards as set out in the CDMA Business Disposal Agreement to effectdelivery of
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certain detailed items of the CDMA Business as agreed in the final list on or before theDelivery Date, including, but not limited to, subscribers, cash items, fixed and other assets,business platform, information technology supporting systems, land use rights, information and dataof CDMA subscribers, files, vehicles, intellectual property rights, contracts and value-addedbusiness platform, as set out in the CDMA Business Disposal Agreement (Article 5.4 of the CDMABusiness Disposal Agreement).     Any assets or liabilities, which form part of the CDMA Business but the transfer of which hasnot been completed by the Delivery Date, will be governed by the completion plan as set out in theCDMA Business Disposal Agreement (Article 5.5 of the CDMA Business Disposal Agreement).     After the Completion Date and before the actual delivery of certain items of the CDMA Businessset out in the final list, CUCL will indemnify or compensate Telecom for any loss or damage on suchitems. After actual delivery of the items of the CDMA Business set out in the final list, CUCLwill have to exchange such items with material defects, or indemnify Telecom for any materialdefect of such items, arising from activities conducted before the Completion Date (Article 5.6 ofthe CDMA Business Disposal Agreement).(3) *Transitional Period Arrangements*     CUCL, Unicom and Telecom have agreed on the principles in relation to the arrangements duringthe transitional period, which starts from the Completion Date and ends not later than the FinalDate, including, amongst others, preservation of operating conditions, customer and financialservices as necessary, and reciprocal use of the information technology system and the value-addedservice platform during the transitional period (Article 1 of Exhibit 4 to the CDMA BusinessDisposal Agreement).     In relation to CDMA/GSM dual mode services, CUCL, Unicom and Telecom have agreed to cease thedevelopment of new customers for such services but will maintain the services provided to theexisting CDMA/GSM dual mode customers. Telecom may develop international CDMA/GSM dual modeservices to customers and may do so with CUCL and Unicom on terms to be agreed. (Article 3.7 ofExhibit 4 to the CDMA Business Disposal Agreement)(4) *Jointly Used Assets*     After completion of the disposal of the CDMA Business, CUCL and Telecom will each own certainassets which are relevant to both the CDMA Business and/or network and the other business ornetwork of CUCL. In order to ensure the normal operation of the business and to maintain thequality of services provided to subscribers, CUCL and Telecom will enter into separate agreement(s)with respect to the operation of such assets in accordance with the principles set out in the CDMABusiness Disposal Agreement (Article 7 of the CDMA Business Disposal Agreement).(5) *Joint Working Committee*     The joint working committee that was established before the date of the CDMA Business DisposalAgreement will continue to perform its obligations agreed by the relevant parties to ensure thesmooth operation and transfer of the CDMA Business by the Final Date (Article 8 of the CDMABusiness Disposal Agreement).(6) *Representations and Warranties* (i) In the CDMA Business Disposal Agreement, CUCL has made certainrepresentations and warranties in relation to, amongst others, the license andauthorization to operate the CDMA Business, the legal ownership of the CDMA Business,the business operation and financial information in relation to the CDMA Business, theconsistency of the
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   amortization policies and methods adopted by CUCL in connection with deferredhandset subsidies, the information/data of the CDMA customers, insurance,intellectual property and information technology rights, third party contracts,employees, material litigation and investigations, taxation and legal compliance.In addition, CUCL has represented that its execution of the CDMA Business DisposalAgreement will not violate (a) any organizational and related documents, applicablelaws, regulations or rules or (ii) material contracts, agreements or permissions ororders, rules or decrees of courts, government departments or supervisoryauthorities (Article 9 of the CDMA Business Disposal Agreement). (ii) In the CDMA Business Disposal Agreement, Unicom has made certainrepresentations and warranties, amongst others, that the information provided by CUCLto Telecom and the representations and warranties made by CUCL are true, complete andaccurate. Unicom has further guaranteed all the obligations, liabilities andindemnities of CUCL under the CDMA Business Disposal Agreement. In addition, Unicomhas represented that its execution of the CDMA Business Disposal Agreement will notviolate (a) any organizational and related documents, applicable laws, regulations orrules or (ii) material contracts, agreements or permissions or orders, rules ordecrees of courts, government departments or supervisory authorities (Article 10 ofthe CDMA Business Disposal Agreement). (iii) In the CDMA Business Disposal Agreement, Telecom has made certainrepresentations and warranties in relation to, amongst others, its valid and legalincorporation and existence under the PRC law and its having readily available cash topay each instalment of the Consideration on the respective due date. In addition,Telecom has represented that its execution of the CDMA Business Disposal Agreementwill not violate (a) any organizational and related documents, applicable laws,regulations or rules or (ii) material contracts, agreements or permissions or orders,rules or decrees of courts, government departments or supervisory authorities (Article11 of the CDMA Business Disposal Agreement).     All the representations and warranties were made on the date of signing of the CDMA BusinessDisposal Agreement and are to be repeated on the Completion Date, the Delivery Date and the date ofpayment of the final instalment of the Consideration (Articles 9.1, 10.1 and 11.1 of the CDMABusiness Disposal Agreement).(7) *Non Waiver or Termination*     Unless otherwise provided in the CDMA Business Disposal Agreement, none of the parties has theright to waive or terminate the CDMA Business Disposal Agreement under any circumstances (whetherprior to or after the Completion Date) (Article 12 of the CDMA Business Disposal Agreement).(8) *Indemnity*     As provided in the CDMA Business Disposal Agreement, any false, inaccurate or incompleterepresentation and/or warranty, any misleading representation or omission, or breach of anyundertaking or any clause under the CDMA Business Disposal Agreement will constitute a breach ofthe CDMA Business Disposal Agreement, in which case the party in breach is required to indemnifythe other party in accordance with the CDMA Business Disposal Agreement (Article 13.1 of the CDMABusiness Disposal Agreement).     CUCL has agreed to indemnify Telecom against any actual loss suffered by Telecom as a resultof any actual or potential disputes, claims or litigation in connection with the CDMA Businessexisting or
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taking place prior to (and excluding) the Completion Date, or as a result of such activities,conducted prior to (and excluding) the Completion Date. Such indemnity shall be paid within fifteen(15) working days after it is confirmed (Article 13.2 of the CDMA Business Disposal Agreement).     CUCL and Unicom have agreed to use their best effort to notify Telecom in writing withinreasonable time after they realize that the occurrence of certain events would make anyrepresentation or warranty regarding the assets or business of the CDMA Business false, inaccurateor misleading (Article 13.3 of the CDMA Business Disposal Agreement).     Telecom has agreed to use its best effort to notify CUCL and Unicom in writing withinreasonable time after it becomes aware of potential disputes, claims or litigation against it andany right to seek compensation from CUCL and Unicom under the CDMA Business Disposal Agreement(Article 13.4 of the CDMA Business Disposal Agreement).     CUCL’s failure to satisfy the CDMA Business Conditions or to complete the disposal of the CDMABusiness by the required date may result in a default payment having to be made by CUCL under theCDMA Business Disposal Agreement. Telecom’s failure to make any payment pursuant to the CDMABusiness Disposal Agreement on the respective due date may result in a late payment fine having tobe made by Telecom under the CDMA Business Disposal Agreement (Articles 13.5 and 13.6 of the CDMABusiness Disposal Agreement).(9) *Third-Party Claim*     In disputes and claims that occur on or after the Completion Date as a result of activitiesconducted prior to (and excluding) the Completion Date, if Telecom becomes aware of potentialdisputes, claims or litigation against it from third-parties and any right to seek compensationfrom CUCL under the CDMA Business Disposal Agreement, Telecom shall, unless otherwise provided inthe CDMA Business Disposal Agreement: (i) notify CUCL of the claims by third-parties within reasonable time and provideCUCL and its representatives with reasonable information and assistance (Article14.1(1) of the CDMA Business Disposal Agreement); (ii) not make any admission of fault to, enter into any agreement with or make anyresolution with third-parties without prior written consent from CUCL. If CUCL doesnot give written consent within fifteen (15) working days after it receives suchnotification, CUCL shall be deemed to have given such consent and Telecom shall havethe right to make admission of fault to, enter into agreements with or makeresolutions with third-parties (Article 14.1(2) of the CDMA Business DisposalAgreement); and (iii) (a) take reasonable steps requested by CUCL to avoid, refuse or question theclaims made by third-parties or resolve, defend or appeal such claims; (b) allow CUCLto take over all legal procedures and/or negotiation with respect to such third-partyclaims to the extent permitted by law; and (c) provide reasonable information andassistance (if necessary) requested by CUCL on the preparation for or conduct of suchlegal procedures and/or negotiation, with all of the forgoing on the condition thatCUCL will reimburse Telecom’s reasonable expenses (Article 14.1(3) of the CDMABusiness Disposal Agreement).**Part III — Omitted Terms**The following is a description of the terms of the CDMA Business Disposal Agreement that have beenomitted from the summary above:
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(a) Article 2.4 of the CDMA Business Disposal Agreement provides the details of the bank accountto which payments shall be transferred.(b) Article 2.5 of the CDMA Business Disposal Agreement provides that payments shall be made incash which is immediately available for use and by wire transfers.(c) Article 5.7 of the CDMA Business Disposal Agreement provides that, on the Completion Date, CUCLand Telecom shall provide the legal opinions of their respective PRC counsels on the satisfactionof conditions to and legality of the disposal of the CDMA Business.(d) Article 5.8 of the CDMA Business Disposal Agreement provides that the party who deliberately ornegligently causes the failure of the disposal or operations of the CDMA Business shall bear theliability accordingly.(e) Article 15 of the CDMA Business Disposal Agreement provides that none of the parties shall makeany announcement or circular without prior written consent from the other parties. This provisiondoes not apply if such announcements and/or circulars are required by stock exchanges or othersupervisory authorities.(f) Article 16 of the CDMA Business Disposal Agreement describes each party’s duties ofconfidentiality and exceptions from such duties.(g) Article 17 of the CDMA Business Disposal Agreement provides that, unless provided for under theCDMA Business Disposal Agreement or by written consents from all parties, none of the parties shalltransfer, sell, mortgage or dispose of by other means any of its rights under the CDMA BusinessDisposal Agreement.(h) Article 18 of the CDMA Business Disposal Agreement provides that each party shall execute allother agreements that may be necessary for the implementation of the CDMA Business DisposalAgreement.(i) Article 19 of the CDMA Business Disposal Agreement sets forth the principals governing thetaxes and expenses to be born by each party.(j) Article 20 of the CDMA Business Disposal Agreement sets forth the proper methods fornotification and each party’s contact information.(k) Article 21 of the CDMA Business Disposal Agreement sets forth the principles of resolvingconflicts between the CDMA Business Disposal Agreement and other agreements.(l) Article 22 of the CDMA Business Disposal Agreement provides that, unless otherwise provided,any party’s failure to exercise or delay in exercising any right shall not be deemed as a waiver ofsuch right.(m) Article 23 of the CDMA Business Disposal Agreement provides that the CDMA Business DisposalAgreement shall be signed in sixteen (16) copies with each party having four (4) copies. Theother copies shall be usedfor approval from and/or registration with governmental departments.(n) Article 24 of the CDMA Business Disposal Agreement provides that the CDMA Business DisposalAgreement shall become effective upon signing and stamping of seals by the representative of eachparty. Any revision shall be made in writing and signed and stamped with seals by therepresentative of each party.
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(o) Article 25 of the CDMA Business Disposal Agreement provides that each article of the CDMABusiness Disposal Agreement and other related transactional documents is severable.(p) Article 26 of the CDMA Business Disposal Agreement provides that the CDMA Business DisposalAgreement is governed by PRC laws and shall be interpreted in accordance with PRC laws. The articlealso sets forth the dispute resolution procedure.(q) Article 27 of the CDMA Business Disposal Agreement sets forth the duration of CUCL and Unicom’srepresentations and warranties (which survive the disposal of the CDMA business) and steps to betaken in the events of force majeure.(r) Exhibit 1 to the CDMA Business Disposal Agreement sets forth the definitions used in the CDMABusiness Disposal Agreement.(s) Exhibit 2 to the CDMA Business Disposal Agreement sets forth the detailed scope of the CDMABusiness.(t) Exhibit 3 to the CDMA Business Disposal Agreement sets forth detailed plan for the disposal ofthe CDMA Business.(u) Exhibit 4 to the CDMA Business Disposal Agreement sets forth the principles in relation to thearrangements during the transitional period.(v) Exhibit 6 to the CDMA Business Disposal Agreement sets forth the detailed representations andwarranties made by CUCL.
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