(Clifford Chance Logo)
    
    Exhibit 4.52
 DATED 6 SEPTEMBER 2009
 CHINA UNICOM (HONG KONG) LIMITED
  TELEFÓNICA S.A.
 
 STRATEGIC ALLIANCE AGREEMENT




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THIS
AGREEMENT
 BETWEEN:
 (1)
    
    CHINA UNICOM (HONG KONG) LIMITED, a company incorporated in Hong Kong and having its
registered office at 75th Floor, The Center, 99 Queens Road Central, Hong Kong (China
Unicom); and(2)
    
    TELEFÓNICA S.A., a company incorporated in Spain and having its registered office at Gran Via
28, Madrid (Spain) (Telefónica).
 WHEREAS:
 (A)
    
    China Unicom is a leading company in the global telecommunications providing full service
telecommunications services in the Peoples Republic of China and is listed on the New York
Stock Exchange and the Hong Kong Stock Exchange. Through its Affiliates, China Unicom is
engaged in GSM and WCDMA cellular business in 31 provinces, autonomous regions and
municipalities in the Peoples Republic of China, the provision of international and domestic
long distance calls, domestic telephone services, Internet services, data communications, and
other related value-added telecommunications services. China Unicom has also established
business organisations engaging in related international businesses in Hong Kong, the United
States, Japan and Europe.(B)
    
    Telefónica is a leading integrated telecommunications company providing fixed and mobile
services with presence in 25 countries. Telefónica is listed on the main international stock
exchanges and its total customer base exceeds 261 million globally.(C)
    
    As at the date of this Agreement, Telefónica owns 1,278,403,444 shares in China Unicom,
representing approximately 5.38% of China Unicoms issued share capital.(D)
    
    China Unicom and Telefónica have conducted a series of business co-operation, and
co-operative efforts in business personnel exchange, broadband Internet, roaming, mobile
services and applications, 3G network roll-outs, international voice and data communications,
national engineering laboratory projects, new product innovation and joint procurement which
have been particularly effective and entered into a Business Co-operation Framework Agreement
on 30 January 2009.(E)
    
    In order to strengthen the cooperation between China Unicom and Telefónica, apart from making
mutual investment in the shares of each other, China Unicom and Telefónica also intend to
agree on a co-operation and synergy program which is aimed at strengthening the business of
each other by co-operation based on the network, business model and experience of each other.(F)
    
    China Unicom and Telefónica have agreed to enter into this Agreement in order to
establish a strategic alliance and to set out certain terms and conditions relating to the
implementation of such strategic alliance.1.
    
    INTERPRETATION1.1
    
    In this Agreement:Affiliate means, with respect to either Party, any company that directly or indirectly,
through one or more intermediaries, Controls or is Controlled by such Party or is under direct
or indirect common Control with such Party;
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Agreement shall mean this Strategic Alliance Agreement, as amended or supplemented from time
to time;Applicable Laws means, with respect to any person, any laws, rules, regulations, guidelines,
directives, treaties, judgments, decrees, orders, decisions, rulings or notices of any
Authority that are applicable to such person, and including without limitation, the Listing
Rules;Area of Co-operation means each of the areas listed in Clauses 2.1.1(a) to 2.1.1(g), 2.1.2
and 2.1.3, and any additional area agreed between the Parties pursuant to Clause 2.1.6;Authority means with respect to any person, the relevant government, administrative or
regulatory body (including the Hong Kong Stock Exchange or any other securities exchange or
securities quotation system), any commission (including the Hong Kong Securities and Futures
Commission) or court, tribunal, arbitrator or governmental agency or authority or department
which has jurisdiction over such person, in each case whether federal, state, provincial,
local or foreign;Board means the board of directors of the relevant Party;Business Day means a day other than Saturdays, Sundays or public holidays in Hong Kong,
Beijing or Madrid;China Unicom Group means China Unicom and its subsidiaries from time to time, and China
Unicom Group Company means any member of the China Unicom Group;China Unicom Information means the information, data, know-how and other materials provided
by China Unicom to Telefónica for the purposes of this Agreement;Confidential Information has the meaning given to it in Clause 5.1;Control means the exercise or control of the exercise, whether directly or indirectly, of 30
per cent or more of the voting rights of a company at general meetings or the power to control
the composition of a majority of the board of directors (or its equivalent) of a company and
Controlled and Controls shall be construed accordingly;Co-operation Agreement has the meaning given to it in Clause 2.2;Defaulting Party has the meaning given to it in Clause 7.4;Disclosing Party has the meaning given to it in Clause 5.1;Dispute has the meaning given to it in Clause 8.2;HKIAC has the meaning given to it in Clause 8.4;Hong Kong Stock Exchange means The Stock Exchange of Hong Kong Limited;ICT Services means information and communication technology services;Implementation Plan has the meaning given to it in Clause 3.1;
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Intellectual Property Rights shall include all rights in and in relation to any patent,
trade mark, service mark, trade name, trade dress, domain name, design right, utility model,
copyright (including without limitation computer software), layout design (topography) right,
trade secrets, confidential information or all other intellectual proprietary, industrial or
commercial right, whether registered or unregistered, and all applications for such rights,
extensions, variations and renewals thereof in any part of the world;Listing Rules means the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange;MNCs means a multinational customer, being a corporation with activity and interest in ICT
Services in more than one country, being at least one of those countries within China Unicoms
footprint or Telefónicas footprint;Parties means China Unicom and Telefónica, and Party means either of them;PRC means the Peoples Republic of China;Project Leaders has the meaning given to it in Clause 3.1;R&D means research and development;Receiving Party has the meaning given to it in Clause 5.1;RFP means request for proposal;Rules has the meaning given to it in Clause 8.3;Steering Committee has the meaning given to it in Clause 3.2;Subscription Agreement means the Subscription Agreement dated the date hereof entered into
between the Parties relating to the investment in shares by each Party in the other;Telefónica Group means Telefónica and its subsidiaries from time to time, and Telefónica
Group Company means any member of the Telefónica Group; andTelefónica Information means the information, data, know-how and other materials provided by
Telefónica to China Unicom for the purposes of this Agreement.1.2
    
    In this Agreement, a reference to:
 1.2.1
    
    a person includes a reference to a physical individual or a legal entity;1.2.2
    
    a person includes a reference to that persons legal personal representatives,
successors and permitted assigns;1.2.3
    
    words importing the singular include the plural and vice versa; and1.2.4
    
    a Clause or Schedule, unless the context otherwise requires, is a reference to a
clause of or schedule to this Agreement.
 1.3
    
    The headings in this Agreement shall not affect its interpretation.
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2.
    
    CO-OPERATION AND SYNERGY PROGRAM2.1
    
    Subject to Applicable Laws and to agreements entered into with third parties, China Unicom
and Telefónica desire to co-operate in the following areas in order to achieve synergies in
the operations of China Unicom and Telefónica (each, an Area of Co-operation):
 2.1.1
    
    Cooperation and Synergies:
 (a)
    
    Procurement: China Unicom and Telefónica shall evaluate
the possibility of developing joint procurement initiatives including: (i)
identifying equipment, products and services which can be managed by common
procurement by sharing detailed information on models, descriptions, volumes,
prices, timing and vendors; (ii) implementing single buying events for
equipment, products and services, where applicable; (iii) aligning price and
terms and conditions so as to put common offers to selected vendors; (iv)
aligning procurement calendars and portfolios, where feasible; (v) jointly
approaching selected vendors on areas such as the granting of exclusive rights
over selected devices and aggregating minimum volume requirements and (vi)
defining common specifications (marketing and technical) for sourced equipment,
products and services.(b)
    
    Mobile service platforms: China Unicom and Telefónica
will explore opportunities in order to: (i) create a single global platform for
developers to encourage the creation of a wide range of mobile widgets; (ii)
facilitate common mobile widget specifications, easy to use developers kits,
distribution and payment mechanisms to ensure developers can roll out their
products to customers in all of China Unicoms and Telefónicas respective
footprint; (iii) share application folders and jointly work on evolving towards
a single service delivery platform; (iv) create an open/collaborative
environment to foster R&D for small applications that could generate high volume
demand in the mobile and web spaces; (v) share information on business model and
service strategy as an open platform provider; and (vi) align common strategies
with respect to the mobile operating systems.(c)
    
    Service to MNCs: China Unicom and Telefónica will (i)
grant each other the status of Preferred Partner for the provision of services
to MNCs; (ii) analyze the possibility of jointly approaching identified MNCs for
the provision of international services and intend to prescribe each others
services locally, subject to such cooperation being technically feasible,
competitive pricing and each Partys service capability being comparable to
other competitors in the relevant market; (iii) share information on global MNC
customers and on services and products roadmap for MNCs; (iv) enter into
discussions in order to jointly approach global RFPs for the provision of fixed
and mobile services for MNCs and ensure best commercial and operational terms
and conditions between Telefónica and China Unicom; and (v) in order to speed up
the response time to the final MNC customers, designate a specific department
which will be in charge of analyzing and setting up procedures to optimize
pre-sales (quotations and service configuration), sales (joint negotiation with
the customer) and post-sales (service management, trouble-ticketing, service
provisioning);
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(d)
    
    Wholesale carriers: China Unicom and Telefónica will jointly explore
mechanisms aimed at (i) sharing detailed information on international voice
traffic, including volumes, routes and providers; (ii) increasing traffic
exchange in each others network (internalization of traffic); (iii) increasing
revenue and lowering costs of international voice traffic by aggregating
traffic in third parties network (hubbing); (iv) sharing detailed information
on both Parties global network footprint and roll out plans; (v) optimizing
networks and correspondent costs through capacity swaps and joint investment,
where applicable, and optimizing existing routes; and (vi) performing common
purchase of capacity by aggregating both Parties demand for capacity in order
to achieve price reduction.(e)
    
    Roaming: China Unicom and Telefónica will: (i) grant each
other the status of Preferred Roaming Partner; (ii) consider the possibilities
of maximizing the outbound traffic sent to each others network by means of
traffic steering tools; (iii) exploit areas of cooperation in order to enhance
the roaming services portfolio, and in particular, advanced value added services
in GSM and WCDMA and consider developing the products that can fulfil the
demands of the global markets; (iv) analyze joint approaches to third parties in
order to increase geographical coverage and service portfolio; (v) consider
jointly approaching and negotiating with other operators by aggregating both
Parties offer and demand for roaming services; (vi) share information with each
other on global roaming partners; and (vii) analyze ways to implement best
practices concerning business processes and roaming business model, including
subsequent processes, service offering and relevant operations.(f)
    
    Technology/R&D: China Unicom and Telefónica will analyze
the possibility of co-operating in developing joint R&D initiatives. The Parties
shall undertake reasonable efforts in order to perform joint approaches and
technology strategies to future network standards and such other technology as
China Unicom and Telefónica may agree from time to time, including future high
speed networks and the future mobile generations, aimed at reaching a leading
position in them. In addition, China Unicom and Telefónica will co-operate in
order to (i) develop and promote joint specifications; (ii) establish working
groups for sharing information on network structure, deployment roadmap and
operating model; (iii) identify and share best practices for improving network
efficiency, including thorough analysis both Parties key performance
indicators; (iv) align technical specifications to maximize opportunities for
saving in joint purchasing; (v) license, where advisable, to the other Party on
a limited basis intellectual property rights developed by a Party; (vi) share
results of finalized projects; and (vii) perform joint primary R&D projects.(g)
    
    International Business Development: China Unicom and
Telefónica will further discuss the feasibility of co-operating in joint
international business development.
 2.1.2
    
    Co-operation and Sharing of Best Practices:China Unicom and Telefónica intend to share their respective best practices in
relation to their operations, the benchmarking of their operation efficiency in
product innovation, marketing and technology and analysis of opportunities for
aligning product and services roadmaps, and any other areas as agreed between China
Unicom and Telefónica from time to time in order to drive both efficiency improvement
and revenue enhancement.
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(a)
    
    The benchmark exercise to drive efficiency will be based on a
like-for-like comparison of identified business areas and related operational
processes and their underlying cost structures, with the objective of
identifying best efficiency practices, potential areas of learning and
subsequent improvement.(b)
    
    In order to drive revenue generation, the benchmarking of product
innovation, marketing and technology and analysis of opportunities for aligning
product and services roadmaps set out in Clause 2.1.2 will be based on the
sharing of detailed products and services roadmaps, with the objective of
identifying and implementing initiatives that enhance revenue generation for
either or both of the Parties.
 2.1.3
    
    Strategic Projects:China Unicom and Telefónica will consider the opportunity of sharing and developing
service strategies and potential joint execution of strategic projects, strengthen
each others position towards network evolution, and jointly participating in
international alliances and forums regarding the provision of telecommunications
services and applications, such as standards and handsets, in order to enhance each
others market influence.2.1.4
    
    Senior Management Exchange Program:Each Party will send their respective mid to senior management personnel to the other
Party to undertake appropriate tasks and duties as may be agreed between the Parties
from time to time in order to enhance the mutual understanding and communication of
each others operational practices and systems, management philosophy and innovation
techniques.2.1.5
    
    Employee Training Program:Each Party will send employees to the other Party to participate in training programs
as may be agreed between the Parties from time to time to communicate skills and
experience.2.1.6
    
    OthersIn addition to the Areas of Co-operation identified above, China Unicom and
Telefónica will co-operate in such other areas of operations as may be agreed between
China Unicom and Telefónica from time to time.
 2.2
    
    Subject to Applicable Laws, China Unicom and Telefónica shall use reasonable efforts to
negotiate in good faith and enter into definitive co-operation agreement(s) in relation to
certain of the Areas of Co-operation to be agreed between the Parties (each, a Co-operation
Agreement) in accordance with the Implementation Plan as agreed between the Parties pursuant
to Clause 3.1.3.
    
    IMPLEMENTATION OF CO-OPERATION AND SYNERGY PROGRAM3.1
    
    Project Leaders and Implementation Plan:Each of China Unicom and Telefónica will appoint a project leader for each Area of
Co-operation in Clause 2.1 (Project Leaders). The Project Leaders for each Area of
Co-operation shall meet as and when required and enter into good faith discussions aimed at
agreeing the implementation plan of such Area of Co-operation (the Implementation Plan) and
establishing working groups to implement the Implementation Plan.
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3.2
    
    Steering Committee: The Parties will establish a steering committee (Steering Committee)
comprising one (1) senior management executive nominated by each Party who will meet as and
when required to coordinate and facilitate the implementation of each Area of Co-operation.3.3
    
    Chairmen Meetings: The Chairman of each of China Unicom and Telefónica will meet on a
regular basis to review the cooperation between China Unicom and Telefónica.3.4
    
    Joint Ventures:3.4.1
    
    China Unicom and Telefónica will consider the appropriateness for the formation of joint
ventures for feasible projects in connection with the implementation of certain Areas of
Co-operation.3.4.2
    
    In the event that the formation of any joint venture or the execution of any Co-operation
Agreement and/or any agreement ancillary thereto requires any governmental, regulatory and/or
shareholders approval on the part of either Party under the Applicable Laws, the Parties
shall promptly consult with each other and shall cooperate in order to obtain the relevant
governmental, regulatory and/or shareholders approval required under the Applicable Laws as
soon as practicable.4.
    
    EXCHANGE OF INFORMATION4.1
    
    Telefónica agrees to provide the Telefónica Information to China Unicom and China Unicom
agrees to provide the China Unicom Information to Telefónica for the purposes of the
implementation of the co-operation contemplated in this Agreement in sufficient level of
detail and within the timeline agreed in the Implementation Plan.4.2
    
    China Unicom agrees that the Intellectual Property Rights in all Telefónica Information
remain vested in Telefónica or its licensor(s), as the case may be.4.3
    
    Telefónica agrees that the Intellectual Property Rights in all China Unicom Information
remain vested in China Unicom or its licensor(s), as the case may be.4.4
    
    China Unicom represents and warrants that the China Unicom Information does not infringe any
third party rights, and shall indemnify Telefónica against any liability incurred by
Telefónica arising out of the proper use by Telefónica of the China Unicom Information.4.5
    
    Telefónica represents and warrants that the Telefónica Information does not infringe any
third party rights, and shall indemnify China Unicom against any liability incurred by China
Unicom arising out of the proper use by China Unicom of the Telefónica Information.5.
    
    CONFIDENTIALITY5.1
    
    In this Clause 5.1, Confidential Information means all confidential information related to
the subject matter of this Agreement disclosed (whether in writing, orally or by another means
and whether directly or indirectly) by a Party (the Disclosing Party) to the other Party
(the Receiving Party) whether before or after the date of this Agreement including, without
limitation, the Telefónica Information, the China Unicom Information and information relating
to the Disclosing Partys products, operations, processes, plans or intentions, product
information, know-how, design rights, trade secrets, market opportunities and business
affairs.
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5.2
    
    The Receiving Party shall keep strictly secret and confidential, and under no circumstances shall it
use or disclose to or allow the use by any person or entity any Confidential Information unless
disclosure or use of such information is expressly permitted under this Agreement or by the prior
written consent of the Disclosing Party, provided that the Receiving Party shall be liable to the
Disclosing Party for any breach of the confidentiality obligations provided for herein by the Receiving
Party or by any person to whom the Receiving Party discloses the Confidential Information, including
but not limited to the persons referred to in Clause 5.3.2.5.3
    
    Notwithstanding Clause 5.2, the confidentiality obligation shall not apply to:5.3.1
    
    any Confidential Information to the extent that it is in the public domain or came into the
possession of the Receiving Party through an independent third party (other than by reason of
a breach of this Clause 5.3.1 or any Applicable Law);5.3.2
    
    disclosure of Confidential Information to the Receiving Partys Affiliates, agents,
officers, professional advisers, consultants and employees, provided that such disclosure is
on a need to know basis for the purpose of the performance and exercise of the Receiving
Partys obligations under this Agreement, and provided that the Receiving Party shall procure
that each person to whom such disclosure is made is aware of the existence of this
confidentiality obligation and complies with all the Receiving Partys obligations of
confidentiality under this Agreement as if it were a party to this Agreement;5.3.3
    
    the disclosure or making public (by way of announcement or otherwise) of Confidential
Information by the Receiving Party to the extent required by any Authority; or5.3.4
    
    the disclosure or making public (by way of announcement or otherwise) of Confidential
Information by the Receiving Party to the extent required by Applicable Laws,provided that, in relation to a disclosure to relevant Authorities pursuant to Clause 5.3.3 or
5.3.4, the Receiving Party shall immediately notify the Disclosing Party upon receipt of a
notice from the relevant Authority requiring disclosure (unless it is prohibited by law from
doing so) and disclosure shall be limited only to the extent needed for compliance with such
requirement.5.4
    
    Upon request of the Disclosing Party, within one month of the termination of this Agreement,
the Receiving Party shall, and shall procure all third parties to whom the Receiving Party has
disclosed Confidential Information relating to the Disclosing Party to, deliver to the
Disclosing Party all Confidential Information relating to the Disclosing Party and all copies
of all or any part of them (including electronic files) or destroy or delete such Confidential
Information, and shall certify in writing to the Disclosing Party that none of the
Confidential Information of the Disclosing Party and no copies or reproductions of all or part
of them (including electronic files) have been retained by the Receiving Party or another
person to whom such Confidential Information has been disclosed by the Receiving Party.5.5
    
    The confidentiality obligations provided for herein shall last until the first anniversary
after the termination of this Agreement.6.
    
    UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES6.1
    
    Each Party hereby undertakes, represents and warrants to the other Party that:6.1.1
    
    it has the full power, legal capacity and authority to enter into and perform its
obligations under this Agreement; and
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6.1.2
    
    the execution, delivery and performance by it of this Agreement does not and will not result
in a material breach of any provision in its memorandum or articles of association or other
constitutional documents.7.
    
    EFFECTIVENESS7.1
    
    This Agreement shall come into effect from the date of signing of this Agreement by the
Parties and, subject to Clauses 7.2 to 7.5, shall terminate on the third anniversary of the
date of this Agreement, provided however that this Agreement shall be automatically renewed
for one-year term unless either Party gives at least six months prior written notice to the
other Party regarding its decision to terminate this Agreement.7.2
    
    This Agreement may be terminated by China Unicom in the event the Telefónica Group, directly
or indirectly, sells, contracts to sell or otherwise disposes of shares in China Unicom that
result in the Telefónica Group holding, directly or indirectly, in aggregate less than 5% of
the issued share capital of China Unicom from time to time, by giving not less than 30 days
prior written notice of termination to Telefónica.7.3
    
    This Agreement may be terminated by Telefónica in the event the China Unicom Group, following
the completion of China Unicoms acquisition of shares in Telefónica pursuant to the
Subscription Agreement, directly or indirectly, sells, contracts to sell or otherwise disposes
of shares in Telefónica that result in the China Unicom Group holding, directly or indirectly,
in aggregate less than 0.5% of the issued share capital of Telefónica from time to time, by
giving not less than 30 days prior written notice of termination to China Unicom.7.4
    
    This Agreement may be terminated by one Party giving not less than 30 days prior written
notice of termination to the other Party (the Defaulting Party) where:
 (a)
    
    the Defaulting Party commits a material breach of this Agreement and either (i) the
breach is not capable of being remedied or (ii) where the breach is capable of being
remedied, the Defaulting Party does not remedy that breach within 30 days of the other
Party sending it written notice requiring it to remedy the breach; or(b)
    
    the Defaulting Party commits a material breach of the Subscription Agreement.
 7.5
    
    This Agreement shall terminate with immediate effect when there occurs a change of Control of
China Unicom, other than through an internal group restructuring.7.6
    
    The rights and obligations of the Parties under this Agreement shall lapse upon termination
and be of no further effect, provided that termination of this Agreement shall be without
prejudice to the rights of either Party accrued prior to termination.7.7
    
    This Agreement sets out the framework upon which both Parties will continue to carry on
discussions regarding the implementation of business co-operation between both Parties.
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7.8
    
    The Parties acknowledge that in the event the implementation of any Area of Co-operation, or
the execution of any Co-operation Agreement or any transaction or series of transactions to be
entered into between any China Unicom Group Company with any Telefónica Group Company pursuant
to the co-operation contemplated herein will subject either Party to any governmental,
regulatory and/or shareholders approval requirements under the Applicable Laws, each Party
shall promptly consult the other Party and both Parties shall use their all reasonable
endeavours to obtain the necessary governmental, regulatory and/or shareholders approval as
soon as practicable in order to further the implementation of the co-operation contemplated
herein to the greatest extent possible.8.
    
    GOVERNING LAW AND DISPUTE RESOLUTION8.1
    
    This Agreement is governed by and shall be construed in accordance with the laws of Hong
Kong.8.2
    
    Any dispute, controversy or claim arising from, out of or in connection with this Agreement,
including any question regarding its existence, validity, interpretation, breach or
termination (a Dispute) shall be determined in accordance with this Clause.8.3
    
    Any Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL
Arbitration Rules (the Rules) which Rules are deemed to be incorporated by reference into
this Clause and as may be amended by the rest of this Clause.8.4
    
    The seat of arbitration shall be Hong Kong and the appointing authority shall be the Hong
Kong International Arbitration Centre (the HKIAC). The language to be used in the
arbitration proceedings shall be English.8.5
    
    The arbitration tribunal shall consist of three arbitrators, one of whom shall be appointed
by Telefónica, the other of whom shall be appointed by China Unicom and the third presiding
arbitrator shall be appointed by China Unicom and Telefónica jointly, or failing agreement
between the Parties within 20 Business Days, by the HKIAC.8.6
    
    No person shall be nominated or appointed as an arbitrator under Clause 8.5 unless that
person has substantial experience in the conduct of commercial disputes and is fluent in
English.8.7
    
    The arbitration award shall be final and binding on the Parties from the day it is made and
the Parties agree to be bound thereby and to act accordingly.8.8
    
    Judgment upon any award rendered by the arbitral tribunal may be entered in, and application
for judicial confirmation, recognition or enforcement of the award may be made by or in, any
court of competent jurisdiction, and each of the Parties irrevocably submits to the
jurisdiction of such court for the purposes of this Clause 8 and for the confirmation,
recognition or enforcement of any award rendered by the arbitral tribunal, whether in
accordance with the United Nations Convention on the Recognition and Enforcement of Foreign
Arbitral Awards 1958 or otherwise.9.
    
    COSTSEach Party shall pay its own costs relating to the negotiation, preparation, execution and
performance by it of this Agreement.
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10.
    
    GENERAL10.1
    
    If at any time any one or more of the provisions of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the Applicable Laws of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions hereof nor the legality,
validity or enforceability of such provision under the Applicable Laws of any other
jurisdiction, shall in any way be affected or impaired.10.2
    
    Nothing in this Agreement shall constitute or establish or be construed as constituting or
establishing a partnership or a joint venture between the Parties for any purpose whatsoever.10.3
    
    Nothing in this Agreement shall constitute or establish or be construed as constituting or
establishing any concert party relationship (within the meaning of the Hong Kong Code on
Takeovers and Mergers) between China Unicom and its Affiliates and Telefónica and its
Affiliates in respect of China Unicom.10.4
    
    This Agreement may be executed in any number of counterparts, each of which when executed and
delivered is an original and all of which together evidence the same agreement.11.
    
    NOTICESAll notices required or contemplated by this Agreement from either of the Parties shall be in
writing and in English. All notices delivered by airmail or facsimile shall be addressed to
the Parties at their addresses set forth in this Clause, which addresses may be changed from
time to time by notice delivered in accordance with this Clause.
 China Unicom:Address:
    
    21 Jin Rong Street
Xicheng District
Beijing 100140
PRCAttention:
    
    Qi Ming QiuFax:
    
    +86 10 6625 9510Telefónica:Address:
    
    24/F, North Tower, Kerry Centre
No.1 Guanghua Road
Chaoyang District
Beijing
PRCAttention:
    
    Mario Martin GonzalezFax:
    
    +86 10 8529 6865
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12.
    
    ASSIGNMENTThis Agreement is personal to the Parties. Neither Party may assign or transfer or purport to
assign or transfer any of its rights or obligations under this Agreement except with the prior
written consent of the other Party.13.
    
    GOVERNING LANGUAGEThis Agreement is drawn up in the English language and translated into the Chinese language.
The Chinese language version of this Agreement is attached as Schedule 1 for reference only.
In construing the intention of the Parties, the English version of this Agreement shall
prevail over the Chinese language version.
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SCHEDULE 1 : CHINESE TRANSLATION OF THIS AGREEMENT
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EXECUTED by the Parties on the date and year stated above
 SIGNEDby Chang Xiaobing
    
    
    )
    /s/ Chang Xiaobingfor and on behalf of
    
    
    )CHINA UNICOM (HONG KONG) LIMITED
    
    
    )
 SIGNEDby César Alierta
    
    
    )for and on behalf of
    
    
    )TELEFÓNICA S.A.
    
    
    )
    /s/ César Alierta
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