**Exhibit 4.30**

 

(English Translation)

 

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# **Transfer Agreement of**

# ** **

**The Comprehensive Service Agreement**

 

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**Between**

 

**China United Telecommunications Corporation Limited**

 

 

**And**

 

**China Unicom Corporation Limited**

 

**Unicom New World Telecommunications Corporation Limited**

 

 

 

**March 24, 2005**

 

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This Agreement was signed in Beijing, People’sRepublic of China (“China”), on March 24, 2005, by the representatives of thefollowing parties:

 

(1)                      TheTransferor:

 

China UnitedTelecommunications Corporation Limited (“A Share Company”)

Location: F40th,Jinmao Building, No.88 ShiJi Avenue, Shanghai 

LegalRepresentative: Chang Xiaobing

 

(2)                      TheTransferee:

 

China UnicomCorporation Limited (“CUCL”) 

Location: F12of No. 1 Building, Henderson Center, No.18, JianGuoMen Nei Street, Beijing 

LegalRepresentative: Chang Xiaobing

 

Unicom NewWorld Telecommunications Corporation Limited (“Unicom New World”) 

Location: Room1009, F10th of No. 1 Building, No. 18, JianGuoMen Nei Street, DongChengDistrict, Beijing 

LegalRepresentative: Chang Xiaobing

 

In thisAgreement, CUCL and Unicom New World are separately or collectively referred toas the Transferee.

 

Whereas,

 

(1)                      CUCL is a foreign invested enterprise established and survived incompliance with the Chinese law, with 100% of its shares being held by ChinaUnicom Limited (“Red-chip Company”). A Share Company is a limited holdingcompany established and survived in compliance with the Chinese law, listed inShanghai Stock Exchange (“SSE”) on October 9, 2002, with 69.3224% of its sharesbeing held by China United Telecommunications Corporation (“Unicom Group”);

 

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(2)                      In order for CUCL to offer GSM mobile communications services and othertelecommunications services(excluding CDMA service) in Beijing, Tianjin, Hebei,Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shandong, Hubei,Guangdong (“Twelve Provinces and Municipalities”), Unicom Group and CUCL signedon May 25, 2000 the Comprehensive Services Agreement (“the old Comprehensive ServicesAgreement I”) to agree on matters including interconnection settlementarrangements, roaming arrangements, supply of special telecom cards,procurement of equipment, mutual provision of Premises, etc. In order for CUCLto offer CDMA service in the Twelve Provinces and Municipalities, Unicom Group andCUCL signed on November 22, 2001 the CDMA Network Comprehensive ServicesAgreement (“CDMA Comprehensive Services Agreement”);

 

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(3)                      On August 12, 2002, Unicom Group and A Share Company signed a memorandumof understanding on the transactions to be conducted after the listing of theshares of A Share Company (“Connected Transactions MoU”) between Unicom Groupor its subsidiaries (excluding A Share Company and the subsidiaries held by AShare Company) and Red-chip Company indirectly held by A Share Company and itssubsidiaries. According to the understanding reached in the ConnectedTransactions MoU, in the event that the transactions to be conducted betweenRed-chip Company itself or its subsidiaries and Unicom Group or any of itssubsidiaries (excluding A Share Company and the subsidiaries held by A ShareCompany) require approval of the minority shareholders of A Share Company underthe Rules Governing the Listing of Shares on Shanghai Stock Exchange (“Rules ofSSE”) applicable from time to time, which are deemed at the same time asconnected transactions that require approval of the minority shareholders ofRed-chip Company under the Rules Governing the Listing of Securities on theStock Exchange of Hong Kong Limited (“Rules of SEHK”) applicable from time totime, the above connected transactions shall be conducted in a 2-step approach:(1) Unicom Group or any of its subsidiaries enters into an agreement on theintended transaction with A Share Company or China Unicom (BVI) Limited (“UnicomBVI”), identifying the rights and obligations of the 2 parties involved in thetransaction under the agreement (including, but not limited to, approval ofUnicom Group of the transfer of the rights and obligations of A Share Companyor Unicom BVI under the agreement to Red-chip Company or any of itssubsidiaries); (2) A Share Company or Unicom BVI transfers its rights andobligations under the above mentioned agreement to Red-chip Company or any ofits subsidiaries;

 

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(4)                      Pursuant to the arrangements made in the above mentioned ConnectedTransactions MoU, and in order for Unicom New Century Telecommunications CorporationLtd. (“Unicom New Century”) to offer mobile communications services in Jilin,Heilongjiang, Jiangxi, Henan, Sichuan, Shaanxi provinces, ChongqingMunicipality, Guangxi Zhuang Autonomous Region and Xinjiang Uygur AutonomousRegion (“9A Areas”), Unicom Group signed the Comprehensive Services Agreement (“theold Comprehensive Services Agreement II”) with A Share Company on November 20,2002. On the same day, A Share Company signed the Agreement on Transfer of theold Comprehensive Services Agreement II with Unicom New Century to transfer allits rights and obligations under the old Comprehensive Services Agreement II toUnicom New Century;

 

(5)                      Pursuant to the arrangements made in the above mentioned ConnectedTransactions MoU, and in order for Unicom New World Telecommunications CorporationLtd. (“Unicom New World”) to offer mobile communications services in Shanxi,Inner Mongolia, Hunan, Hainan, Yunnan, Ningxia, Gansu, Qinghai and Tibet (“9BAreas”), Unicom Group signed the Comprehensive Services Agreement (“the oldComprehensive Services Agreement III”) with A Share Company on November 20,2003. On the same day, A Share Company signed the Agreement on Transfer of theold Comprehensive Services Agreement III with Unicom New World to transfer allits rights and obligations under the old Comprehensive Services Agreement IIIto Unicom New World;

 

(6)                      Unless otherwise stated in this Agreement, the old Comprehensive ServicesAgreement I, CDMA Comprehensive Services Agreement, Satellite Channel LeaseAgreement, the old Comprehensive Services Agreement II and its transferagreement, the old Comprehensive Services Agreement III and its transferagreement are collectively referred to as “the Old Comprehensive ServicesAgreement”;

 

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(7)                      CUCL assimilated and merged with Unicom New Century on July 30, 2004, and therights and obligations of Unicom New World under the old Comprehensive ServicesAgreement II have been inherited by CUCL. The Ministry of Commence hasapproved, pursuant to *MOC’S Approval of theMerging between China Unicom Corporation Limited and Unicom New World Telecommunications Co. Ltd.(*MOC [2005]No.258), of the merging between CUCLand Unicom New World. At present, CUCLis going through the rest of the legal procedures necessary for its mergingwith Unicom New World, upon completionof which Red-chip Company would have CUCL as its sole operating entityin China;

 

(8)                      On November 22, 2004, Unicom Group signed the Amendment to EquipmentProcurement Agreement separately with CUCL and Unicom New World (the amendments to equipmentprocurement agreements are hereinafter collectively referred to as “Amendmentto Equipment Procurement Agreement”), amending the settlement standard forequipment procurement service contained in the Old Comprehensive ServicesAgreement;

 

(9)                      Unicom Group and Unicom A Share Company signed the “Comprehensive ServiceAgreement” on March 24, 2005.

 

Consideringof the implementation and amendment of the voluntary Comprehensive ServiceAgreement, with common studies and consultations, the Parties to thisAgreement, in the principle of equality and mutual benefit, have agreed asfollows:

 

1.                           If theconditions of entry into force described in Article 6 of this Agreement weremet, the Transferor agrees to transfer all its rights and obligations under theComprehensive Service Agreement and its attachments to the Transferee. TheTransferee hereupon agrees to acquire the rights and obligations of theTransferor under the Comprehensive Service Agreement.

 

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2.                           Oncethe Transferor transferred its rights and obligations under the ComprehensiveService Agreement to the Transferee, the Transferee would immediately succeedto all the rights and obligations of the Transferor under the ComprehensiveService Agreement, and the Transferor should terminate all the relevant rightsand obligations succeeded by the Transferee under the Comprehensive ServiceAgreement.

 

3.                           TheTransferor acknowledges that, in accordance with Article 6 of the ComprehensiveService Agreement, Unicom Group have irrepealably agreed that the Transferormay transfer its rights and obligations under the Comprehensive ServiceAgreement to the Transferee, and no further consent from the Unicom Group forsuch transfer is required.

 

4.                           TheParties to this Agreement should ensure that they have the rights, power andcapability to sign and implement this Agreement. This Agreement shallconstitute the lawful, effective and binding obligations of the Partiesimmediately upon its signing.

 

5.                           TheTransferee agrees to undertake the rights and obligations in the past andfuture under the Comprehensive Service Agreement in compliance with the termsand conditions defined in the Comprehensive Service Agreement in its period ofvalidity.

 

6.                           Comeinto Effect

 

This Agreement comes into effect togetherwith the Comprehensive Service Agreement, with the following conditions beingsatisfied.

 

6.1                     The shareholders’ meeting of Red-chipCompany approves in accordance with its applicable laws, regulations andlisting rules, the transfer of the Transferor’s rights and obligations underthe Comprehensive Service Agreement to the Transferee;

 

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6.2                     The shareholders’ meeting of theTransferor approves in accordance with its applicable laws, regulations, andlisting rules, the signing and implementation of the Comprehensive ServiceAgreement.

 

7.                           FurtherArrangement

 

The Ministry of Commerce has approved themerger of Unicom New World by CUCL, and the relevant legal procedures are goingto be completed. Therefore the Parties to this Agreement now agree andacknowledge that, after the completion of the legal procedures to merge UnicomNew World by CUCL, all the rights and obligations of Unicom New World underthis Agreement will be succeeded by CUCL. And CUCL may succeed the rights andobligations of Unicom New World under this Agreement without any other approvalor consent from A Share Company.

 

8.                           ForceMajeure

 

Any party who fails to carry out the relevantobligations under this Agreement in accordance with the agreed conditions dueto any events of Force Majeure which could not be predicted, and the occurrenceor results of which could not be avoided or overcome, the party should informother parties of its occurrence as soon as possible and thereafter providedetailed information and a valid document for evidence explaining the reason ofits inability to execute or delay the execution of all or part of theobligations under this Agreement and its attachments within 15 days. TheParties shall, through consultations, decide whether to suspend, partiallyexempt or delay the execution of such obligations according to the effects ofthe events of Force Majeure on the performance of the obligation.

 

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9.                           Confidentiality

 

Unless otherwise defined or required by lawor the relevant regulatory authority, or for the purpose of informationdisclosure by the Transferor to SEC, or by Red-chip Company to Stock Exchangeof Hong Kong Limited (SEHK), either party shall not provide or disclose anydata or information related to the business of other parties to any company,enterprise, organization or personnel without the written permission of therelevant party.

 

10.                     No waiver

 

Unless otherwise stipulated by law, thefailure or delay of execution of the rights, power or privileges under thisAgreement by any party shall not be construed as a waiver of such rights, poweror privileges. And the partial execution of such rights, power and privilegesshall not obstruct the future execution of such rights, power and privileges.

 

11.                     Notice

 

Any notice related to this Agreement shall bemade in writing, and delivered in person by one party to other parties, or sentby facsimile or by mail. Such notices shall be deemed delivered upon receiptwhen delivered in person; or upon confirmation of delivery displayed in the faxmachine of the addresser if transmitted by facsimile; or within three workingdays (automatically extended when falls on legal holidays) after beingdelivered by mail. Any notice shall come into effect upon delivery.

 

The communication addresses of the Parties tothis Agreement are as follows: 
| **China United Telecommunications Corporation  Ltd.**             | ** ** | **China Unicom  Corporation Limited**                                                   | ** ** | **Unicom New World   Telecommunications   Corporation Limited**                         |
|-------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|
| ** **                                                        | ** ** | ** **                                                                              | ** ** | ** **                                                                              |
| Addressee: Zhao Yilei                                             |       | Addressee: Yang Xiaowei                                                                 |       | Addressee: Yang Xiaowei                                                                 |
| Address: F40th, Jinmao   Building, No.88 ShiJi   Avenue, Shanghai |       | Address: Room 1029,   F10, No. 133 A, Xidan   North Street, Xicheng   District, Beijing |       | Address: Room 1029,   F10, No. 133 A, Xidan   North Street, Xicheng   District, Beijing |
| Postal Code: 200121                                               |       | Postal Code: 100032                                                                     |       | Postal Code: 100032                                                                     |

 

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12.                     ApplicableLaw

 

This Agreement shall be governed by the lawsof the People’s Republic of China, and be construed and executed in accordancewith the laws of China.

 

13.                     Settlement ofDisputes

 

All disputes arising from the effectiveness,interpretation or performance of this Agreement shall be settled throughfriendly negotiation. Should no settlement be reached through negotiationwithin 30 days after the arising of the disputes, any party shall be entitledto proceed to the People’s Court with proper jurisdiction.

 

14.                     Miscellaneous

 

14.1               Each party may makerevisions or supplements to this Agreement under consultations with otherParties. All the revisions and supplements shall be effective when signed andsealed by the legal representatives of the Parties or their authorizedrepresentatives.

 

14.2               This Agreement isseverable. If any provisions of this Agreement is held to be against the law orunenforceable, the effectiveness and implementation of the remaining provisionsshall not be affected.

 

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14.3               This Agreement was done in six original copies,two for each Party, being equally authenticated.

 

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**China United Telecommunications Corporation Limited(Stamp)**

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

 

 

**China Unicom Corporation Limited (Stamp)**

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

 

 

 

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

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

 

 

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