**Exhibit 4.28**

 

(EnglishTranslation)

 

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# **Transfer Agreement of**

# ** **

**The CDMANetwork Capacity Lease**

 

**Agreement**

 

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**Between**

 

**China UnitedTelecommunications Corporation Limited**

 

**And**

 

**ChinaUnicom Corporation Limited**

 

**UnicomNew World Telecommunications Corporation Limited**

 

 

**March24, 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)       The Transferor:

 

China United Telecommunications Corporation Limited(“A Share Company”)

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

Legal Representative: Chang Xiaobing

 

(2)       The Transferee:

 

China Unicom Corporation Limited (“CUCL”) 

Location: F12 of No. 1 Building, Henderson Center,No.18, JianGuoMen Nei

Street, Beijing 

Legal Representative: Chang Xiaobing

 

Unicom New World Telecommunications CorporationLimited (“Unicom New World”)

Location: Room 1009, F10th of No. 1 Building, No.18, JianGuoMen Nei Street,

DongCheng District, Beijing

Legal Representative: Chang Xiaobing

 

In this Agreement, CUCL and Unicom New World are separatelyor collectively referred to as the Transferee.

 

Whereas,

 

(1)       CUCL is a foreign invested enterpriseestablished and survived in compliance with the Chinese law, with 100% of itsshares being held by China Unicom Limited (the “Red-chip Company”). A ShareCompany is a limited holding company established and survived in compliancewith the Chinese law, listed in Shanghai Stock Exchange (“SSE”) on October 9,2002, with 69.3224% of its shares Beijing held by China UnitedTelecommunications Corporation (“Unicom Group”);

 

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(2)       In order for CUCL to offer CDMA services inBeijing, Tianjin, Hebei, Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian,Shandong, Hubei, Guangdong (“Twelve Provinces and Municipalities”), UnicomGroup and Unicom New HorizonTelecommunications Corporation Limited (“Unicom New Horizon”) signed on Novenber 22, 2001 the CDMA NetworkCapacity Lease Agreement (“the old CDMA Lease Agreement I”) ;

 

(3)       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-chipCompany indirectly held by A Share Company and its subsidiaries. According tothe understanding reached in the Connected Transactions MoU, in the event thatthe transactions 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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(4)       Pursuant to the arrangements made in theabove mentioned Connected Transactions MoU, and in order for Unicom New CenturyTelecommunications Corporation Ltd. (“Unicom New Century”) to offer mobilecommunications services in Jilin, Heilongjiang, Jiangxi, Henan, Sichuan, Shaanxiprovinces, Chongqing Municipality, Guangxi Zhuang Autonomous Region andXinjiang Uygur Autonomous Region (“9A Areas”), Unicom Group, Unicom New Horizonsigned the CDMA Network Capacity Lease Agreement (“the old CDMA Lease AgreementII”) with A Share Company on November 20, 2002. On the same day, A ShareCompany signed the Agreement on Transfer of the old CDMA Lease Agreement IIwith Unicom New Century to transfer all its rights and obligations under theold CDMA Lease Agreement II to Unicom New Century;

 

(5)       Pursuant to the arrangements made in theabove mentioned Connected Transactions MoU, and in order for Unicom New Worldto offer mobile communications services in Shanxi, Inner Mongolia, Hunan,Hainan, Yunnan, Ningxia, Gansu, Qinghai and Tibet (“9B Areas”), Unicom Groupsigned the CDMA Network Capacity Lease Agreement (“the old CDMA Lease AgreementIII”) with A Share Company on November 20, 2003. On the same day, A ShareCompany signed the Agreement on Transfer of the old CDMA Lease Agreement IIIwith Unicom New World to transfer all its rights and obligations under the old CDMALease Agreement III to Unicom New World;

 

(6)       Unless otherwise stated in this Agreement,the old CDMA Lease Agreement I, the old CDMA Lease Agreement II and itstransfer agreement, the old CDMA Lease Agreement III and its transfer agreementare collectively referred to as “the Old CDMA Lease Agreement”.

 

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(7)       CUCL assimilated and merged with Unicom New Century on July 30, 2004, and the rights and obligations ofUnicom New Century under the old CDMA Lease Agreement II have been inherited byCUCL. The Ministry of Commence has approved, pursuant to *MOC’S Approval of the Merging between China UnicomCorporation Limited and Unicom NewWorld Telecommunications Co. Ltd.(*MOC [2005]No.258), of the merging between CUCL and Unicom New World. At present, CUCL isgoing through the rest of the legal procedures necessary for its merging with Unicom New World, upon completion of whichRed-chip Company would have CUCL as its sole operating entity in China;

 

(8)       On November 22, 2004, the Amendment Agreementwas entered into between CUCL, Unicom New World and Unicom Group, respectively,to supplement the provisions in connection with cost allocation in the old CDMALease Agreement;

 

(9)       Unicom Group, Unicom New Horizon and A ShareCompany signed the “CDMA Network Capacity Lease Agreement” on March 24, 2005.

 

Considering of the implementation andamendment of the old CDMA Lease Agreement, with common studies andconsultations, the Parties to this Agreement, in the principle of equality andmutual benefit, have agreed as follows:

 

1.         If the conditions of entry into forcedescribed in Article 6 of this Agreement were met, the Transferor agrees totransfer all its rights and obligations under the CDMA Network Capacity Lease Agreement and its attachments to theTransferee. The Transferee hereupon agrees to acquire the rights andobligations of the Transferor under the CDMANetwork Capacity Lease Agreement.

 

2.         Once the Transferor transferred its rightsand obligations under the CDMA NetworkCapacity Lease Agreement to the Transferee, the Transferee wouldimmediately succeed to all the rights and obligations of the Transferor underthe CDMA Network Capacity LeaseAgreement. And the Transferor should terminate all the relevant rights andobligations succeeded by the Transferee under the CDMA Network Capacity Lease Agreement.

 

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3.         The Transferor acknowledges that, inaccordance with Article 21 of the CDMANetwork Capacity Lease Agreement, Unicom Group and Unicom New Horizon haveirrepealably agreed that the Transferor may transfer its rights and obligationsunder the CDMA Network Capacity LeaseAgreement to the Transferee and its subsidiaries or Red-chip Company and itssubsidiaries, and no further consent from the Unicom Group and Unicom NewHorizon for such transfer is required.

 

4.         The Parties to this Agreement should ensurethat they have the rights, power and capability to sign and implement thisAgreement. This Agreement shall constitute the lawful, effective and bindingobligations of the Parties immediately upon its signing.

 

5.         The Transferee agrees to undertake the rightsand obligations in the past and future under the CDMA Network Capacity Lease Agreement in compliance with the termsand conditions defined in the CDMANetwork Capacity Lease Agreement in its period of validity.

 

6.         Come into Effect

 

This Agreement comes into effect together with the CDMA Network Capacity Lease Agreement,with the following conditions being satisfied.

 

6.1       The shareholders’ meeting of Red-chip Companyapproves in accordance with its applicable laws, regulations and listing rules,the transfer of the Transferor’s rights and obligations under the Red-chipCompany to the Transferee;

 

6.2       The conditions of described in Article 3 of CDMA Network Capacity Lease Agreement aremet.

 

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7.         Further Arrangement

 

The Ministry of Commerce has approved the merger of Unicom New World byCUCL, and the relevant legal procedures are going to be completed. Thereforethe Parties to this Agreement now agree and acknowledge that, after thecompletion of the legal procedures to merge Unicom New World by CUCL, all therights and obligations of Unicom New World under this Agreement will be succeededby CUCL. And CUCL may succeed the rights and obligations of Unicom New Worldunder this Agreement without any other approval or consent from A ShareCompany.

 

8.         Force Majeure

 

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. The Partiesshall, through consultations, decide whether to suspend, partially exempt ordelay the execution of such obligations according to the effects of the eventsof Force Majeure on the performance of the obligation.

 

9.         Confidentiality

 

Unless otherwise defined or required by law or the relevant regulatoryauthority, or for the purpose of information disclosure by the Transferor toSEC, or by Red-chip Company to Stock Exchange of Hong Kong Limited (SEHK),either party shall not provide or disclose any data or information related tothe business of other parties to any company, enterprise, organization orpersonnel without the written permission of the relevant party.

 

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10.       No waiver

 

Unless otherwise stipulated by law, the failure or delay of executionof the rights, power or privileges under this Agreement by any party shall notbe construed as a waiver of such rights, power or privileges. And the partialexecution of such rights, power and privileges shall not obstruct the futureexecution of such rights, power and privileges.

 

11.       Notice

 

Any notice related to this Agreement shall be made in writing, and deliveredin person by one party to other parties, or sent by facsimile or by mail. Suchnotices shall be deemed delivered upon receipt when delivered in person; orupon confirmation of delivery displayed in the fax machine of the addresser iftransmitted by facsimile; or within three working days (automatically extendedwhen falls on legal holidays) after being delivered by mail. Any notice shallcome into effect upon delivery.

 

The communication addresses of the Parties to this Agreement are asfollows: 
| **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.       Applicable Law

 

This Agreement shall be governed by the laws of the People’s Republicof China, and be construed and executed in accordance with the laws of China.

 

13.       Settlement of Disputes

 

All disputes arising from the effectiveness, interpretation orperformance of this Agreement shall be settled through friendly negotiation.Should no settlement be reached through negotiation within 30 days after thearising of the disputes, any party shall be entitled to proceed to the People’sCourt with proper jurisdiction.

 

14.       Miscellaneous

 

14.1     Each party may make revisions or supplementsto this Agreement under consultations with other Parties. All the revisions andsupplements shall be effective when signed and sealed by the legalrepresentatives of the Parties or their authorized representatives.

 

14.2     This Agreement is severable. If anyprovisions of this Agreement is held to be against the law or unenforceable, theeffectiveness and implementation of the remaining provisions shall not beaffected.

 

14.3     ThisAgreement was done in six original copies, two for each Party, being equallyauthenticated.

 

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

 

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

 

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