**Exhibit4.24**

 

 

**(EnglishTranslation)**

 

 

**21June 2002**

 

 

**CHINAUNICOM LIMITED**

 

 

**and**

 

 

**WilliamLo Wing Yan**

 

 

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**SERVICEAGREEMENT**

 

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**CONTENTS**

 
| **CLAUSE** |                            |
|------------|---------------------------------|
|       |                            |
|       |                            |   |
| 1.         | Definitions and  Interpretation |   |
|       |                            |   |
| 2.         | Conditions Precedent            |   |
|       |                            |   |
| 3.         | Term of Employment              |   |
|       |                            |   |
| 4.         | Duties                          |   |
|       |                            |   |
| 5.         | Remuneration                    |   |
|       |                            |   |
| 6.         | Expenses                        |   |
|       |                            |   |
| 7.         | Holidays                        |   |
|       |                            |   |
| 8.         | Confidential Information        |   |
|       |                            |   |
| 9.         | Non-Solicitation                |   |
|       |                            |   |
| 10.        | Non-Competition                 |   |
|       |                            |   |
| 11.        | Return of Papers                |   |
|       |                            |   |
| 12.        | Effect of Restrictions          |   |
|       |                            |   |
| 13.        | Termination of Employment       |   |
|       |                            |   |
| 14.        | Takeover                        |   |
|       |                            |   |
| 15.        | Notices                         |   |
|       |                            |   |
| 16.        | Other Agreements                |   |
|       |                            |   |
| 17.        | The Articles                    |   |
|       |                            |   |
| 18.        | Language                        |   |
|       |                            |   |
| 19.        | Governing Law                   |   |

 

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**THIS AGREEMENT** is entered into on 21 June 2002 byand between:

 

**CHINA UNICOM LIMITED** whose registered office is at 75thFloor, 99 Queen’s Road Central, Hong Kong (the***Company***); and

 

**WILLIAM LO WING YAN**of Room A, 18th Floor,Monterey Court, No. 47 Bai Jian Shi Road, Hong Kong (the ***Employee***).

 

**IT IS AGREED**as follows:

 

**1.**             Definitions andInterpretation

** **

1.1           In this Agreement:

 

***Articles*** means the articles of association of theCompany for the time being in force.

 

***Board*** means the board of directors of theCompany or a duly constituted committee of the board of directors.

 

***Companies Ordinance*** means the Companies Ordinance (Chapter32 of the Laws of Hong Kong).

 

***Listing Rules*** means the Rules Governing the Listing ofSecurities on the Stock Exchange of Hong Kong Limited.

 

***NYSE*** means the New York Stock Exchange.

 

***PRC*** means the People’s Republic of China.

 

***Stock Exchange*** means the Stock Exchange of Hong KongLimited.

 

***Subsidiary*** means any company which is from time totime a subsidiary of the Company (as defined in section 2 of the CompaniesOrdinance).

 

1.2           In this Agreement:

 

(a)           a word in the singular includes the plural andvice-versa;

 

(b)           a party is a party to this Agreement and shall includeits successor or permitted transferee;

 

(c)           no provision shall be taken as preventing thisAgreement from being extended, modified, changed or supplemented from time totime;

 

(d)           all references to laws and regulations are to thoselaws and regulations as amended, supplemented or otherwise modified from timeto time; and

 

(e)           all headings are used for ease of reference and shallhave no effect on the interpretation of this Agreement.

 

**2.**             ConditionsPrecedent

** **

2.1           The Employee makes thefollowing warranties to the Company, and confirms that the Company will notsign this Agreement unless the Employee has satisfied the following conditions:

 

2.1.1        The Employee shall bequalified, pursuant to the Companies Ordinance and the Listing

 

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Rules, for the position of director of a listingcompany; and

 

2.1.2        The Employee has never,according to the relevant laws and regulations, been prohibited to be adirector of any company.

 

2.2           Theresolution of the Board authorizes the Employee to assume the responsibility ofa director.

 

**3.**             Term of Employment

** **

3.1           TheCompany shall appoint and employ the Employee as its executive director andvice-president.

 

3.2           Theterm of employment shall take effect on 8 July 2002 (“Employment Date”)until the termination of the relevant provisions under this Agreement.

 

3.3           Thereis a six-month probation starting from the Employment Date (“Probation”).

 

**4.**             Duties

 

4.1           The Employee’s normal place of work shallbe in the PRC including Hong Kong, or at such other places as the Company mayfrom time to time determine.

 

4.2           The Employee hereby undertakes to theCompany that during his employment, he:

 

(a)           shall reportdirectly to the Company and the Board, and give to the Board such informationregarding the affairs of the Company as the Board may require and at all timesconform to the reasonable and lawful directions of the Board;

 

(b)           shall faithfullyand diligently perform in respect of the Company such duties and exercise suchpowers as may be reasonably assigned to or vested in him from time to time bythe executives and the Board;

 

(c)           shall comply with all rules andregulations of the Company from time to time concerning its executives anddirectors;

 

(d)           shall devote his full time and attentionto the business of the Company (except in case of incapacity through illness oraccident, in which case he shall forthwith notify the secretary of the Board ofsuch incapacity and shall provide evidence of such incapacity as may berequired by the Board) and use his best efforts and exercise the best of his skilland ability to develop and extend the business of the Company, promote theinterests of the Company and carry out his duties in a proper, loyal andefficient manner;

 

(e)           shall travel to such places within andoutside of the PRC at such times as the Company may from time to timereasonably require, provided that the Company gives reasonable prior notice;

 

(f)            shall observe and comply with thefollowing, as the same may be amended, supplemented or otherwise modified fromtime to time:

 

(i)            the Articles;

 

(ii)           all relevant andapplicable PRC laws and regulations;

 

(iii)          all relevant andapplicable Hong Kong laws and regulations including, but not limited to:

 

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(A)    the Listing Rules, including the listing agreementbetween the Stock Exchange and the Company;

 

(B)    the Hong Kong Codes on Takeovers and Mergers and ShareRepurchases;

 

(C)    the Securities (disclosure of interests) Ordinance;

 

(D)    the Model Code for Securities Transactions byDirectors of Listed Companies;

 

(iv)          all relevant andapplicable laws of the United States and regulations of the     NYSE;

 

(g)           shall, in theexercise of his powers and discharge of his duties, exercise the care,diligence and skill that a reasonably prudent person would exercise incomparable circumstances;

 

(h)           shall, in theexercise of powers of the Company entrusted to him, observe obligations of afiduciary not to place himself in a position where his duty and his interestmay conflict; this principle includes without limitation a duty:

 

(i)    to act honestly in the bestinterests of the Company;

 

(ii)          to exercise thepowers vested in him for their intended purpose;

 

(iii)       to exercise the discretionvested in him personally and not allow himself to act under the direction of anotherand, unless and to the extent permitted by law or with the informed consent ofshareholders in general meeting, not to delegate the exercise of hisdiscretion;

 

(iv)      to treat shareholders of thesame class equally and to treat shareholders of different classes fairly;

 

(v)         except inaccordance with the Articles or with the informed consent of shareholders ingeneral meeting, not to enter into a contract, transaction or arrangement withthe Company or any Subsidiary;

 

(vi)      without the informed consentof shareholders in general meeting, not to use the Company’s or anySubsidiary’s property for his own benefit;

 

(vii)   not to use his powers as ameans to accept bribes or any other unlawful income, and not to expropriate inany way the Company’s or any Subsidiary’s property, including withoutlimitation, not to usurp the Company’s or any Subsidiary’s opportunities;

 

(viii)notto use his position and powers to make personal gains;

 

(ix)        without the informed consentof shareholders in general meeting, not to accept commissions in connectionwith the Company’s or any Subsidiary’s transactions; and

 

(x)           without theinformed consent of shareholders in general meeting, not to compete with theCompany or any Subsidiary.

 

4.3           The Company may at any time during the appointment ofthe Employee under this Agreement suspend the Employee from the performance ofhis duties or exclude him from any premises of the Company or any Subsidiaryand need not give any reason for so doing.

 

4.4           For the purposes of this Agreement, the Employeeshall, if and so long as he is so reasonably required by the Company:

 

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(a)           carryout the duties of his office on behalf of any Subsidiary;

 

(b)           actas director, officer or employee of any such Subsidiary; and

 

(c)           carryout such duties relating to any such appointment as if they were duties to beperformed by him on behalf of the Company under this Agreement.

 

4.5           The Employee shall at all times keep theboard promptly and fully informed (in writing if so requested) of his conductof the business or affairs of the Company and provides such explanations as theBoard may require in connection therewith.

 

4.6           The Employee agrees that the Companyshall have the remedies provided in the Articles and that neither thisAgreement nor his office is capable of assignment.

 

4.7           The Employee also undertakes to theCompany acting as agent for each shareholder to observe and comply with hisobligations to shareholders stipulated in the Articles.

 

**5.**             Remuneration

** **

5.1           In consideration of the performance ofhis duties, the Employee shall be paid HK$150,000 per month (or at a rateapproved by the general meeting of shareholders and agreed by the Company andthe Employee from time to time) during his employment at the end of each month.The Company shall pay the fee (the amount shall be calculated according to theEmployment Ordinance) of the 13th month to the Employee pursuant tothe Employment Ordinance of Hong Kong.

 

5.2           At least once in each twelve (12) months,the Company shall review, but shall not be obliged to increase, the fee payableto the Employee referred to in Section 5.1.

 

5.3           In addition to the fee referred to inSection 5.1, the Employee:

 

(a)   shall be entitled to suchallowances and benefits as the Company grants to all its employees;

 

(b)   shall be entitled to suchother allowances and benefits commensurate with his position as the Board mayfrom time to time determine;

 

(c)   may in respect of eachfinancial year of the Company during his employment under this Agreementreceive a year end bonus to be determined by the Board, subject in each case toapproval by the shareholders in general meeting; and

 

(d)   may receive equity options ofthe Company through the equity option plan with the approval and authorizationof the Board.

 

5.4           As for workingovertime or on vacations or public holidays, the Company assumes no liabilityto pay additional subsidy or any other fees.

 

**6.**             Expenses

** **

The Company shall reimburse the Employee, pursuant torelevant rules of the Company, against production of receipts and vouchers ifrequested, for all necessary and reasonable expenses (including travel, hotel,entertainment and other out-of-pocket expenses) properly incurred in theperformance of his duties under this Agreement.

 

**7.**             Holidays

** **

7.1           The working hours of the Company are from9 am to 5:30 pm, Monday to Friday.

 

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7.2           The Employee will be entitled to paidleave of 21 working days for each calendar year.  In relation to the first and last calendar year of employment,the number of days of paid leave will be apportioned accordingly.  Notice of intention to take leave should begiven, pursuant to relevant to rules of the Company, to the relevant departmentof the Company at least half month in advance.

 

**8.**             ConfidentialInformation

** **

The Employee shall not either during or after thetermination of his appointment without limit in point of time:

 

(a)   divulge or communicate to anyperson or persons except to those officers of the Company whose province it isto know the same and except as required by law; or

 

(b)   use for his own purposes orfor any purposes other than those of the Company; or

 

(c)   through any failure toexercise all due care and diligence cause any unauthorized disclosure of anysecret confidential or private information of the Company or any Subsidiaryincluding, but not limited to:

 

(i)marketing plans, customerlists, business development plans, inventions, technical data and know-how;

 

(ii)   information relating tocorporate activities or transactions which have been or are proposed to beundertaken by the Company or any Subsidiary; or

 

(iii)  any information in respect ofwhich the Company or any Subsidiary is bound by an obligation of confidence toany third party,

 

provided, however, that these restrictionsshall cease to apply to any information or knowledge which may (otherwise thanthrough the default of the Employee) become available to the public generallywithout requiring a significant expenditure of labor, skill or money.

 

**9.**             Non-Solicitation

** **

The Employee undertakes that he will not during, orfor a period of twelve (12) months after the termination of his employment withthe Company (howsoever caused), within the PRC or in any other country wherethe Company or any Subsidiary has transacted business, either personally orthrough an agent:

 

(a)   solicit or endeavor to enticeaway from the Company or any Subsidiary:

 

(i)    any person, firm, Company orother organization which within twelve (12) months prior to or at the date ofsuch termination was a customer or client of, or in the habit of dealing withthe Company or any Subsidiary and with whom the Employee had contact or aboutwhom he became aware or informed of in the course of his employment; or

 

(ii)   any other person, firm,Company or other organization with whom the Employee had regular, substantialor a series of business dealings on behalf of the Company or any Subsidiary; or

 

(iii)  any employee, director,adviser or consultant of the Company or any Subsidiary;

 

(b)   accept into employment orotherwise engage or use the services of any person who is an employee, adviser,consultant of or under a contract of services with the Company or anySubsidiary.

 

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**10.**          Non-Competition

** **

10.1         During his employment the Employee shallnot, without obtaining the prior approval of the shareholders in generalmeeting, be directly or indirectly engaged or concerned in the conduct of anyother business or have any financial interest in any other business which, inthe reasonable opinion of the Board or the shareholders in general meeting:

 

(a)   is a body which competes ortends to compete with the business of the Company or any Subsidiary; or

 

(b)   is an association which couldharm the reputation of the Company; or

 

(c)   is an engagement which wouldreduce the Employee’s ability to perform his duties under this Agreement fullyand properly.

 

10.2         The Employee will not, for a period oftwelve (12) months after the termination of his employment with the Company(howsoever caused), either personally or through an agent, carry on or beinterested or engaged in (other than as a holder of not more than 5% of theissued shares or debentures of any Company listed on any recognized stockexchange), or be concerned directly or indirectly in any executive, technical,advisory or other capacity in, any business concern (of whatever kind) which isin direct competition with the business of the Company or any of theSubsidiaries.  However, this restrictionshall not restrain the Employee from being engaged or concerned in any businessconcern insofar as the Employee’s duties or work shall relate solely to:

 

(a)   geographical areas outside thePRC where the Company and the Subsidiaries have not transacted any business; or

 

(b)   services or activities of akind with which the Employee was not concerned to a material extent during hisemployment with the Company.

 

**11.**          Returnof Papers

** **

The Employee shall promptly whenever requested by theCompany and in any event upon the termination of his employment, deliver up tothe Company or its nominees all lists of clients or customers, correspondenceand all other records, documents, papers, tapes, computer diskettes, laptops,mobile phones, keys and assets which may have been prepared by him or have comeinto his possession, custody or control in the course of his employment, andthe Employee shall not be entitled to and shall not retain any copiesthereof.  Title and copyright in theseitems shall vest in the Company.

 

**12.**          Effectof Restrictions

** **

While the restrictions contained in this Agreement areconsidered by the parties to be reasonable in all the circumstances, it isagreed that if such restrictions as a whole are adjudged to go beyond what isreasonable for the protection of the confidential information and otherlegitimate interests of the Company, and to be unenforceable, but would beadjudged reasonable and enforceable if any part or parts thereof were deletedor any periods or areas reduced, such restrictions shall apply as if such partor parts had been deleted or such periods or areas reduced so that suchrestrictions would be adjudged reasonable and enforceable.

 

**13.**          Terminationof Employment

** **

13.1         During the probation, either party mayterminate this Agreement by giving to the other party a one-month notice inwriting or remuneration in lieu of notice. After the probation, either partymay terminate this Agreement by giving to the other party a six-month notice inwriting or by payment

 

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of remuneration inlieu of notice.

 

13.2         The Company shall be entitled toterminate the Employee’s employment under this Agreement forthwith by notice inwriting if the Employee shall:

 

(a)   become disqualified orprohibited by any applicable law or regulation including those applied by theStock Exchange or Securities & Futures Commission of Hong Kong or the NYSEor the Securities and Exchange Commission, from being or acting as a directoror from being directly or indirectly concerned in the promotion, formation ormanagement of a Company, or from carrying out any of the duties or functions heis employed to carry out under this Agreement; or

 

(b)   be or become incapacitated byreason of ill-health, accident or otherwise from efficiently performing hisduties under this Agreement for four (4) consecutive months or for one hundredand twenty (120) working days in aggregate in any period of twelve consecutivemonths; or

 

(c)   become bankrupt or make anyarrangement or composition or analogous arrangement with his creditors; or

 

(d)   be guilty of misconduct ordefault in the course of his employment or commit any serious, persistent ormaterial breach of any of his obligations to the Company or any of theSubsidiaries (whether under this Agreement, the Listing Rules or otherwise); or

 

(e)   be convicted of any criminaloffence punishable by imprisonment (other than a motoring offence involvingimprisonment of three months or less).

 

13.3         The Employee shall have no claim againstthe Company by reason of termination under Section 13.1 orSection 13.2.  Any delay orforbearance by the Company in exercising any right of termination underSection 13.2 shall not constitute a waiver of it.

 

13.4         If the Employee shall cease to be a directorof the Company, his appointment under this Agreement shall automaticallyterminate.  But if such cessation shallbe caused by any act or omission of either party without the consent,concurrence or complicity of the other, then such act or omission shall bedeemed a breach of this Agreement and termination hereunder shall be withoutprejudice to any claim for damages in respect of such breach.

 

13.5         On the termination of his appointmentunder Section 13.2 howsoever arising:

 

(a)   the Employee shall at therequest of the Company immediately resign in writing from his office as adirector of the Company, the Subsidiaries or any other office held by him withthe Company and any of the Subsidiaries; and

 

(b)   the Employee shall not at anytime thereafter unless he has been appointed to a different post in the Companyrepresent himself still to be connected with the Company or any of theSubsidiaries.

 

13.6         Termination of the Employee’s appointment under thisAgreement shall be without prejudice to any rights which have accrued at thetime of termination or to Sections 8, 9, 10, 12, 13, 18 and 19 (all of whichshall remain in full force and effect).

 

**14.**          Takeover

** **

In the event of an offer for the Company within themeaning of the Hong Kong Code on Takeovers and Mergers and subject to theapproval of the shareholders in general meeting, the Employee shall be entitledto compensation for the unexpired period of his term of employment under thisAgreement for any loss of office as a result of such offer for the Company.

 

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**15.**          Notices

** **

15.1         All notices and communications given ormade under or in connection with this Agreement shall be in writing and shall,unless otherwise specified, be in Chinese.

 

15.2         Any such notice or other communicationshall be addressed to the registered address for the time being of the Companyand, in the case of the Employee, to the address stated above or as notifiedfrom time to time and, if so addressed, shall be deemed to have been duly givenor made as follows:

 

(a)   if sent by personal delivery,upon delivery at the address of the relevant party;

 

(b)   if sent by post, five (5) daysafter the date of posting; and

 

(c)   if sent by facsimile, at thetime when sending is complete.

 

**16.**          OtherAgreements

** **

The Employee acknowledges and warrants that there areno agreements or arrangements whether written, oral or implied between theCompany and the Employee relating to the employment of the Employee other thanthose referred to in this Agreement and that he is not entering into thisAgreement in reliance on any representation not expressly set out herein (savethat this Section 16 shall not exclude liability for, or remedy in respectof, fraudulent misrepresentation).

 

**17.**          TheArticles

** **

Insofar as any terms of this Agreement shall beinconsistent with the Articles, the Articles shall prevail.

 

**18.**          Language

** **

This Agreement is made in the Chinese language.

 

**19.**          GoverningLaw

** **

This Agreement shall be governed by and construed inaccordance with Hong Kong law.

 

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**IN WITNESS**whereof this Agreement has been signed byor on behalf of the parties on the day and year first before written

 

 
| **SIGNED**by              |
|---------------------------|
| on behalf of              |
| **CHINA UNICOM LIMITED:** | /s/ Shi Cuiming |   |
|                      |
|                      |
| in the presence of:       | /s/ Maurice Ngai |   |
|                      |
| **SIGNED**by              |
| **WILLIAM LO WING YAN:**  | /s/****Lo Wing Yan |   |
|                      |
|                      |
| in the presence of:       | /s/ Maurice Ngai |   |
|                           |  |  |  |  |  |

 

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