**Exhibit 4.9**

 

(English Translation)

 

 

**RestructuringAgreement**

 

**between**

 

**China United Telecommunications Corporation**

 

**and**

 

**Unicom New CenturyTelecommunications****Corporation Limited**

 

 

November 18, 2002

 

 

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**Table ofContent**

 
| **1.**  |   | **Definitions**                                             |
|---------|--------|-------------------------------------------------------------|
|    |   |                                                        |
| **2.**  |   | **Restructuring  of Project Assets and Interests in China** |
|    |   |                                                        |
| **3.**  |   | **Representations,  Warranties and Covenants**              |
|    |   |                                                        |
| **4.**  |   | **Taxation**                                                |
|    |   |                                                        |
| **5.**  |   | **Non-Competition**                                         |
|    |   |                                                        |
| **6.**  |   | **Further Consents**                                        |
|    |   |                                                        |
| **7.**  |   | **Mutual Indemnification and  Guarantee**                   |
|    |   |                                                        |
| **8.**  |   | **Ownership  of Profits**                                   |
|    |   |                                                        |
| **9.**  |   | **Document  Transfer**                                      |
|    |   |                                                        |
| **10.** |   | **Force Majeure**                                           |
|    |   |                                                        |
| **11.** |   | **Confidentiality**                                         |
|    |   |                                                        |
| **12.** |   | **No Waiver**                                               |
|    |   |                                                        |
| **13.** |   | **Notices**                                                 |
|    |   |                                                        |
| **14.** |   | **Governing Law**                                           |
|    |   |                                                        |
| **15.** |   | **Dispute  Resolution**                                     |
|    |   |                                                        |
| **16.** |   | **Effectiveness;  Miscellaneous**                           |

 

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**Restructuring Agreement**

 

This Restructuring Agreement (the “Agreement”), datedNovember 18, 2002, is entered into in Beijing, the People’s Republic of China(“China” or “PRC”), by and between the following two parties:

 

(1)                                  ChinaUnited Telecommunications Corporation (“Unicom Group”)Address: HuangCheng Hotel, No. 15, Yangfangdian Road, Haidian District,Beijing, ChinaLegal Representative: YANG Xianzu

 

(2)                                  UnicomNew Century Telecommunications Corporation Limited (“Unicom New Century”)Address: 9/F, No. 133A, Xidan North Street, Xicheng District, Beijing, ChinaLegal Representative: YANG Xianzu

 

**Recitals**

 

WHEREAS,

 

(1)                                  UnicomGroup is a duly organized and validly existing corporation engaged inintegrated telecommunications services in accordance with PRC law;

 

(2)                                  UnicomNew Century is a duly organized and validly existing corporation wholly ownedby Unicom Group in accordance with PRC law, established with a registeredcapital of RMB128,936,300. Unicom New Century operates mobiletelecommunications services in Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi,Henan, Heilongjiang, Jilin and Jiangxi, engages in technology development,services and consultancy; and sells telecommunications equipments andelectrical appliances; and

 

(3)                                  UnicomGroup shall inject all its equity interests in Unicom New Century (“TargetInterests”) into China Unicom Limited (“Unicom Red Chip Company”) through awholly owned overseas company.

 

NOW THEREFORE, on the basis of equality and mutualbenefit, after friendly consultations, Unicom Group and Unicom New Centuryagree as follows:

 

# **1**                                          Definitions

 

Unless stated otherwise, in this Agreement:

 

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| Assets Assessment Report              |   | shall mean the Assets Assessment General Report for  the Assets Injection Project of Nine Subsidiaries by China United  Telecommunications Corporation (Zhong Qi Hua Ping Bao Zi No. 072A[2001]) (For  details, please see Appendix 1 of this Agreement) prepared by Zhong Qi  Hua Asset Evaluation Company Limited. This Assets Assessment Report,  with June 30, 2001 as the assessment reference date, has been certified by  the Approval Letter for the Assets Assessment Project of China United  Telecommunications Corporation’s Assets Injection and Overseas Listing (Cai  Qi No.133 [2002]) of the Ministry of Finance. |
|---------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Auditor’s Report                 |   | shall mean the audit report issued by  PricewaterhouseCoopers on November 18, 2002 in accordance with PRC accounting  standards based on its audit of Unicom New Century’s financial statements of  the two fiscal years ended December 31, 2000 and 2001 and the six month  period ended June 30, 2002.                                                                                                                                                                                                                                                                                                                           |
| Unicom Red Chip Company               |   | shall mean China Unicom Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Project Assets and Interests in China |   | shall mean related assets, rights and liabilities  injected by Unicom Group into Unicom New Century, i.e. all assets and  interests listed in the Assets Assessment Report, and all contracts,  agreements, certificates, business operation information, documents and  files, land use rights and housing ownership rights in connection with such  assets and interests, and all interests thereof, together with all interests  and income generated by such assets and interests after the Restructuring  Effective Date.                                                                                                          |
| Target Area                           |   | shall mean Sichuan, Xinjiang, Chongqing, Shaanxi,  Guangxi, Henan, Heilongjiang, Jilin and Jiangxi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Listed Business                       |   | shall mean any telecommunications business and other  related business wholly or partially owned, managed or operated directly or  indirectly by Unicom Group and/or Unicom New Century at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Competitive Business                  |   | shall mean any business or activity which results or  may result in any direct or indirect commercial competition with the Listed  Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Restructuring Effective Date          |   | shall mean the date of incorporation of Unicom New  Century, i.e. July 16, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

Unless stated otherwise herein, “provisions” mean onlythose hereunder. The titles and headings used herein are for convenience onlyand are not to be considered in construing or interpreting this Agreement.

 

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# **2**                                          Restructuring of Project Assets andInterests in China

 

2.1                                 UnicomGroup and Unicom New Century (collectively “Parties”) hereby agree to assignthe Project Assets and Interests in China to Unicom New Century pursuant to theprovisions hereunder.

 

2.2                                 Pursuantto the Restructuring, Unicom Group assigns net assets and related interestslisted in the Assets Assessment Report to Unicom New Century.

 

2.3                                 BothParties agree and confirm the assignment of the Project Assets and Interests inChina, including the land use rights and real estate titles to be assigned toUnicom New Century pursuant to the Restructuring. Both Parties confirm suchland use rights and real estate titles have been appraised to be Unicom Group’sinvestment in Unicom New Century.

 

2.4                                 Unlessstated otherwise herein, Unicom New Century shall actually own and control theProject Assets and Interests in China without limitations from any lien,security or any other third party interests, and be responsible for relatedliabilities on and after the Restructuring Effective Date.

 

2.5                                 BothParties hereby agree and confirm that Unicom Group shall undertake all theresponsibilities for any agreements, arrangements, liabilities or obligationsin connection with the following matters, while Unicom New Century shall notbear any of such responsibilities:

###  

### 2.5.1                        Any rightsof Unicom Group’s employees, including the employees transferred to Unicom NewCentury, in connection with any of Unicom Group’s salary funds or benefitsfunds at any time prior to the Restructuring Effective Date; and

###  

### 2.5.2                        Anycapital contribution agreements or arrangements made between Unicom Group andits employees prior to the Restructuring Effective Date.

##  

2.6                                 Pursuantto the Restructuring, certain employees of Unicom Group shall be transferred toUnicom New Century on the Restructuring Effective Date. Unicom Group shallpermit any such employee to dwell in his or her current residence (owned byUnicom Group) under the same conditions as before the Restructuring EffectiveDate until his or her employment by Unicom New Century is terminated. In theevent that any such employee decides to exercise his or her option to purchasehis or her current residence as permitted by the PRC government’s policies orregulations of housing reform, Unicom Group shall bear all the cost or lossarising from the sale of the residence (excluding any expenses to be paid bysuch employee as required by laws or regulations).

 

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## 2.7                                 Forthe purpose to arrange the Restructuring pursuant to the provisions hereunderand to handle effectively all the related existing and remaining matters, bothParties hereby agree and confirm that all the activities in connection with theRestructuring shall be legally binding to each Party hereto.

##  

## 2.8                                 Bothparties agree to make their best efforts to complete as early as possible allthe Restructuring matters remaining after the Restructuring Effective Date.Both Parties agree to take all actions, including, but not limited to, toexecute or cause others to execute any documents, to apply and obtain anyapproval, consent or permit, and to register, list or file any proceedingdocuments, so as to ensure the full implementation of the Restructuring. As forany related matters not referred hereto, both parties shall consult with eachotherin a friendly fashion and handle them in an appropriate manner.

##  

## 2.9                                 Inthe event that there is any lawsuit or arbitration, caused by any matters thathappened prior to the Restructuring Effective Date, in connection with theProject Assets and Interests in China assigned to Unicom New Century, bothParties shall participate in such lawsuit or arbitration, exercise their rightsand Unicom Group shall undertake related responsibilities, and take all properand reasonable actions permitted by the court or arbitrator so as to protectthe interests of both Unicom Group and Unicom New Century against such lawsuitor arbitration.

##  

## 2.10                           Allexisting contracts and agreements, with Unicom Group or any of its subsidiariesas a party and in connection with the Project Assets and Interests in China,shall be assigned to Unicom New Century on the Restructuring Effective Date.For the purpose of changing the titles of such contracts or agreements, both Parties haveentered into agreements and/or letters of consent with other participatingparties. In the event that some of such contracts have not yet been agreed bycertain other participating parties to be assigned  from Unicom Group to Unicom New Century because of such reasonsas time or quantity (“Unassigned Contracts”), both Parties agree as follows:

###  

### 2.10.1                  Unicom Groupshall hold the Unassigned Contracts after the Restructuring Effective Date andperform, in the name of Unicom Group, its obligations thereunder to the otherparticipating parties thereto, while all Unicom Group’s  rights or obligations thereunder and all theconsequent profits or losses, unless otherwise specified herein, shall belongto Unicom New Century. Unicom Group agrees that it shall receive or hold anyinterests thereunder, including, but not limited to, goods and money, on behalfof Unicom New Century, who is the owner of such interests. Unicom Group shalldeliver such interests to Unicom New Century at Unicom New Century’s requests;

###  

### 2.10.2                  Unicom Groupshall exercise and perform, strictly under Unicom New Century’s instructionsfrom time to time, its rights and obligations under

 

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### the Unassigned Contracts, and shall not alter orterminate any Unassigned Contracts without Unicom New Century’s prior writtenconsent; notwithstanding the fact that Unicom Group holds the UnassignedContracts as a trustee of Unicom New Century, the latter shall not directlyclaim any rights against other participating parties thereto, unless consentedby such other participating parties;

###  

### 2.10.3                  Any reasonableexpenses incurred by Unicom Group in performing the obligations under 2.10.1herein shall be reimbursed by Unicom New Century, excluding those arising fromUnicom Group’s negligence or fault or any other factors caused by Unicom Group;

###  

### 2.10.4                  During the timewhen Unicom Group holds or performs any Unassigned Contract as a trustee ofUnicom New Century pursuant to the provisions hereunder, in the event thatthere is any Unicom New Century’s loss resulting from Unicom Group’s negligenceor fault or any other factors caused by Unicom Group, prior to or after theRestructuring Effective Date, including, but not limited to, lawsuit costs andindemnification, Unicom Group shall make adequate, effective and timelyindemnification to Unicom New Century against such loss; and

###  

### 2.10.5                  In the eventthat Unicom New Century needs Unicom Group to exercise, in the latter’s name,its rights under any Unassigned Contract, including filing lawsuits orarbitration or taking other necessary actions, Unicom Group should assistUnicom New Century by so doing in exercising such rights.

##  

## 2.11                           EachParty agrees to bear its own expenses hereunder, unless specified otherwiseherein.

# ** **

# **3**                                          Representations, Warranties and Covenants

##  

## 3.1                                 EachParty hereto makes to the other Party the following representations, warrantiesand covenants:

###  

### 3.1.1                        It is anindependent legal person organized under PRC law. It has its valid businesslicense and full rights to operate within the business scope described in thelicense;

###  

### 3.1.2                        It has thefull legal rights, power and authorization to execute this Agreement andperform its responsibilities and obligations hereunder; and

###  

### 3.1.3                        Noprovision hereunder violates any of its organizational documents, PRC laws andregulations, and any thirty-party agreements.

 

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## 3.2                                 UnicomGroup makes to Unicom New Century the following representations, warranties andcovenants:

###  

### 3.2.1                        UnicomGroup is the legitimate owner of the Project Assets and Interests in China,upon which Unicom Group has no lien, security, debts or other third-partyinterests (except for those disclosed in the Assets Assessment Report and theAuditor’s Report);

###  

### 3.2.2                        UnicomGroup agrees to execute this Agreement and perform its responsibilities andobligations hereunder, including, but not limited to, the assignment of theProject Assets and Interests in China to Unicom New Century; such assignmentdoes not violate any of Unicom Group’s organizational documents, agreements orcontracts of which Unicom Group is a participating party, and applicable lawsand regulations;

###  

### 3.2.3                        UnicomGroup has taken all necessary actions, including, but not limited to, executingagreements, adopting resolutions, filing and obtaining approvals, and hasacquired all the necessary approvals from the state government, provincial andmunicipal governments and relevant supervisory authorities for the purpose of effectivelyassigningthe Project Assets and Interests in China to Unicom New Century;

###  

### 3.2.4                        TheAuditor’s Report truthfully and impartially reflects Unicom New Century’soperating results and cash flows for the two fiscal years ended December 31,2000 and 2001 and the six month period ended June 30, 2002, and its financialconditions as of December 31, 2000 and 2001 and June 30, 2002;

###  

### 3.2.5                        Since theAssessment Reference Date, Unicom Group has been managing in a proper mannerall the assets and liabilities in connection with the Project Assets andInterests in China and operating in a proper manner all the related business,and there has been no material adverse changes in the contents and values ofsuch assets and liabilities;

###  

### 3.2.6                        Except forthe liabilities in connection with the Project Assets and Interests in Chinawhich has been disclosed in the Assets Assessment Report and the Auditor’sReport and the debts generated in the regular business operation after theAssessment Reference Date as stated in the Auditor’s Report, Unicom New Centuryhas no other actual, liquid or contingent debt, including any guaranteed debt,or liability to undertake;

###  

### 3.2.7                        UnicomGroup handles the Project Assets and Interests in China and operates all therelated business in accordance with all applicable PRC laws and regulations,and has no illegal actions that may bring Unicom New Century any material loss;

 

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### 3.2.8                        UnicomGroup has not violated any provisions of any material contracts or agreementsrelated to the Project Assets and Interests in China injected into Unicom NewCentury;

###  

### 3.2.9                        Theoperation of the Project Assets and Interests in China has not been affected orinterrupted by any shortage of facilities or resources, such as electricity, orany other factors;

###  

### 3.2.10                  Unicom Group hasnot violated any third party’s patents, copyrights, trademarks, titles or otherregistered or unregistered industrial or intellectual copyrights. Unicom Groupshall bear the responsibility for indemnification in the event of any claimsarising from Unicom New Century’s use of the Chinese and English names of“Unicom”;

###  

### 3.2.11                  As of theexecution date of this Agreement, Unicom Group and its subsidiaries have notengaged in any Competitive Business in any manner in China (including, but notlimited to, proprietorship, equity or cooperative joint venture, or directly orindirectly possessing other companies’ shares or other interests, unless viaChina Unicom Corporation Limited (“Unicom Operating Company”) and Unicom NewCentury), except for the existing Competitive Business stipulated in theprospectus of Unicom Red Chip Company issued on June 30, 2000;

###  

### 3.2.12                  There is nomaterial ongoing, pending or threatened lawsuit, arbitration or other legalproceeding related to Unicom Group (whether as a plaintiff, defendant or anyother identity) and in connection with the Project Assets and Interests inChina injected into Unicom New Century by Unicom Group, nor any claim or factof material importance to the Restructuring that may result in any claim whichmay have a material impact on Unicom New Century’s operations or financial conditions;

###  

### 3.2.13                  After theRestructuring Effective Date, all existing or future business licenses, consents,permits and approvals (including Unicom Group’s licenses for telecommunicationsbusiness, same hereafter) obtained from the Ministry of Information Industryand other state telecommunications authorities and other governmentauthorities, other allocated and/or acquired resources (including but notlimited to such resources as spectra, frequencies, numbers, trademarks and titles)related to Unicom New Century’s Listed Business are also applicable to UnicomNew Century. Unicom Group shall obtain in accordance with law, continue to hold,retain and renew such business licenses, consents, permits and approvals andother resources for the sole benefit of Unicom New Century’s Listed Business,and shall not conduct any action or inaction which may adversely affect thelegality, validity and continuity of such business licenses, consents, permitsand approvals and other resources or which

 

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### may impair Unicom New Century’s ability in operating ListedBusiness in accordance with PRC laws and regulations. Unicom Group shall take allaction or inaction to obtain, maintain, retain, renew or extend such businesslicenses, consents, permits and approvals, and for the legality, validity andcontinuity of such business licenses, consents, permits and approvals and otherresources and the ability of Unicom New Century in operating Listed Business inaccordance with PRC laws and regulations;

###  

### 3.2.14                  To meet operating needs of UnicomNew Century’s ListedBusiness, Unicom Group shallarrange to allow Unicom New Century to participate in its existing or future roaming andsettlement arrangements set up with third parties in accordance with industryrules;

###  

### 3.2.15                  Unicom Grouphereby consents irrevocably to inject into Unicom New Century a sum of circaRMB1.518 billion yuan which is recorded before the Restructuring Effective Dateas belonging to subsidiaries of Unicom Group within the Target Area;

###  

### 3.2.16                  After theRestructuring Effective Date, (i) Unicom Group shall have the obligation toassist Unicom New Century in obtaining the real estate title certificates inconnection with the Project Assets and Interests in China. In the event thatUnicom New Century fails to acquire such certificates for any reasons, UnicomGroup shall indemnify Unicom New Century for all consequent losses,indemnities, payments, fees, expenses, or claims; and (ii) Unicom Group shallprovide Unicom New Century, other than the Project Assets and Interests inChina, certain other assets and related services (including but not limited to thoseensuring the continuous use by Unicom New Century of any premises owned byUnicom Group for which documentation of its relevant rights has not yet obtained,for three years after the Restructuring Effective Date). Unicom Group has thefull legal rights, power and authorization to make such arrangements. In theevent that there is any dispute regarding the usage by Unicom New Century orits branches/subsidiaries of such assets or the related services that hasresulted in the failure of Unicom New Century or its branches/subsidiaries inexercising their relevant rights or caused damages to Unicom New Century or itsbranches/subsidiaries, Unicom Group agrees to indemnify Unicom New Century orits branches/subsidiaries for all consequent losses, indemnities, payments, fees,expenses, or claims;

###  

### 3.2.17                  Should UnicomNew Century deem it necessary, Unicom Group shall continue to provide financialsupport to Unicom New Century; and

###  

### 3.2.18                  Unicom Groupshall, at Unicom New Century’s request from time to time, make available toUnicom New Century or its branches/subsidiaries certain of its own assets andassets of which use rights have been obtained

 

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### from certain third parties (including premises andrelated facilities). In the event that there is any dispute for any reason andunder any circumstance regarding Unicom Group’s property rights or use rightsof such assets that has resulted in Unicom New Century’s failure in exercisingits relevant rights or caused damages to Unicom New Century, Unicom Group agreesto indemnify Unicom New Century for all consequent claims.

##  

## 3.3                                 Allrepresentations, warranties and covenants herein are separate and independent, and notsubject to any other provisions or contents herein, unless stipulated otherwiseherein.

##  

## 3.4                                 Inthe event that Unicom New Century finds Unicom Group has defaulted on anyrepresentations, warranties or covenants herein, Unicom New Century shall beentitled to claim an indemnity against Unicom Group; Unicom Group agrees to indemnifyUnicom New Century, within thirty (30) days after it receives a notice forindemnity from Unicom New Century, for all direct and indirect losses, fees orliabilities arising from such default by Unicom Group.

# ** **

# **4**                                          Taxation

##  

## 4.1                                 “Taxes”stipulated in 4.2 herein means all the taxes collected by or paid to state,provincial and local government authorities, including, but not limited to, taxationon gross or net profit, income, sales, acquisitions, patents and otherintellectual property rights, tangible or intangible assets, chattel or estate (includingsales, assignments, bestowal, disposals, possession, usage or occupancy ofsuch), including, but not limited to, income tax, sales tax, value-added tax,consumption tax, tariff, stamp duty, deductions and withholding tax, and alsoinclude the following:

###  

### 4.1.1                        Any taxcollected or paid based on contractual packages or in other similar methods;

###  

### 4.1.2                        Anyadditional or double-levied tax, whether such tax results from the deficiencyof the previously collected or paid tax or the tax credits generated bypreviously collected or paid tax are unjustifiable or illegitimate; and

###  

### 4.1.3                        Anypenalties, interest, delinquency charges or any other payables, but notincluding any tax to be paid which has been listed in financial statements.

##  

## 4.2                                 UnicomGroup will assume the following:

###  

### 4.2.1                        All taxesgenerated by the operation of the Project Assets and Interests in China, or anyother assets assigned to Unicom New Century, prior to the RestructuringEffective Date, whether such taxes are levied or payable before or after theRestructuring Effective Date; and

 

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### 4.2.2                        All taxesgenerated prior to or after the Restructuring Effective Date by assets,rights, debts or obligations (and the relevant operations) owned but notstipulated in the Assets Assessment Report and the Auditor’s Report.

##  

## 4.3                                 UnicomGroup agrees to indemnify Unicom New Century as follows:

 

All taxes stipulated in4.2 above and their related claims, lawsuits, losses, indemnities, payments,fees or expenses, including, but not limited to, all payments, fees andexpenses arising from or associated with enforcements of judgments orsettlements of such claims, lawsuits.

 

# **5**                                          Non-Competition

 

Unicom Group herebycovenants to Unicom New Century that, once the shares of Unicom Red ChipCompany are listed, Unicom Group, as a controlling shareholder of Unicom RedChip Company and the coordinator of other controlling shareholders inaccordance with laws or listing rules of such listing place, shall not engageor participate in, and shall prevent its subsidiaries from engaging orparticipating in, any Competitive Business in China, except for the existingCompetitive Business or cellular telephony services base on CDMA technology, inany form (including, but not limited to, proprietorship, equity or cooperationjoint venture, or directly or indirectly possessing other companies’ shares orinterests, unless via Unicom Operating Company and/or Unicom New Century, same hereafter).In the event that Unicom Group and/or any of its subsidiaries engages orparticipates in, at any time and in any place within China, operations oractivities that have become a Competitive Business, except for the existingCompetitive Business or cellular telephony services base on CDMA technology,Unicom Group shall terminate and/or cause its subsidiaries to terminate theengagement, participation, management and operation of such CompetitiveBusiness.

 

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# **6**                                          Further Consents

##  

## 6.1                                 AfterUnicom Group has assigned all of its shares in Unicom New Century toUnicom New Century (BVI) Limited (“New Century BVI”), Unicom New Century shallthen become a wholly owned foreign proprietorship company of New Century BVI,and this agreement shall remain binding on Unicom Group and Unicom New Century.

##  

## 6.2                                 IfUnicom Red Chip Company needs to further restructure Unicom Operating Companyand Unicom New Century, then this Agreement shall be binding on such company whichsucceeds the assets, interests and businesses of Unicom New Century.Representations, warranties and covenants made by Unicom Group to Unicom NewCentury shall be deemed to be made to such company which succeeds the assets,interests and businesses of Unicom New Century.

# ** **

# **7**                                          Mutual Indemnification and Guarantee

##  

## 7.1                                 Exceptfor liabilities specified in the Assets Assessment Report and the Auditor’sReport to be borne by Unicom New Century, Unicom Group shall bear all theliabilities (including contingent liabilities) related to the Project Assetsand Interests in China and other assigned assets and interests and all theindemnities arising from the Restructuring. Unicom New Century assumes noresponsibilities, rights or interests related to other assets, rights andliabilities (including contingent liabilities) owned by Unicom Group pursuantto the Restructuring.

##  

## 7.2                                 UnicomGroup agrees to make unlimited indemnities to Unicom New Century as follows:

###  

### 7.2.1                        Any claim(excluding that related to taxation) arising from or related to (i) the failurein disclosing certain assets or liabilities in the financial statements priorto the Restructuring Effective Date or (ii) assets and liabilities retained orheld by Unicom Group;

###  

### 7.2.2                        Any claimarising from or related to Unicom Group’s negligence or malpractice in respectof the Project Assets and Interests in China prior to the execution date ofthis Agreement (unless any of such claim is specified in Assets AssessmentReport); and

###  

### 7.2.3                        At anytime:

 

(a)                                  Anyclaim arising from Unicom Group’s failure to inject any related assets orliabilities into Unicom New Century pursuant to the Restructuring and thisAgreement; and

 

(b)                                 Anyclaim arising from Unicom Group’s breach of any provision hereunder.

 

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## 7.3                                 UnicomNew Century agrees to indemnify Unicom Group for any claim arising from UnicomNew Century’s breach of any provision hereunder.

##  

## 7.4                                 Claimsspecified in 7.2 and 7.3 above include but are not limited to all payments,fees and expenses generated in or related to the handling of such claims or theenforcing of judgments or decisions thereof. However, any lawsuits, claims,payments, fees and expenses resulted from or related to the deliberate breachof this Agreement, fraud or negligence by the party claiming such indemnity arenot included hereunder.

##  

## 7.5                                 Anyindemnity claim from any Party hereto should be presented in written form andwith a descriptionof the facts and status related to the claim in reasonable details.

##  

## 7.6                                 UnicomGroup hereby agrees to forward to Unicom New Century any payment that belongsto Unicom New Century after the Restructuring Effective Date within seven (7)days after Unicom Group receives such payment from any third party.

##  

## 7.7                                 Pursuantto the Restructuring, some of Unicom Group’s employees shall be transferred toUnicom New Century together with various social securities attached thereto.Unicom New Century shall sign an employment contract with each of suchemployees as required by law, and provide such employee with all requiredbenefits such as social security, medical insurance and retirement plans inaccordance with the applicable PRC laws. Unicom Group agrees that Unicom NewCentury shall not be responsible for any liabilities incurred in the period ofsuch employee’s employment in Unicom Group. Unicom Group shall indemnify UnicomNew Century in the event that such liabilities result in Unicom New Century’sloss.

# ** **

# **8**                                          Ownership ofProfits

 

Both Parties hereby agreethat, after the Restructuring Effective Date, profits generated by businessesrelated to the Project Assets and Interests in China shall belong to Unicom NewCentury.

 

# ** **

# **9**                                          Document Transfer

 

Unicom Group shalltransfer to Unicom New Century the originals of all the contracts, deeds,agreements, undertaking letters, guarantee letters, insurance policies and allother relevant documents related to the Project Assets and Interests in China.

 

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# **10**                                    Force Majeure

 

Should an unforeseeable,unavoidable and uncontrollable event of force majeure cause either Party heretoto be unable to perform its obligations hereunder, such partyshall inform the other party of the situation, and provide within 15 days therelevant detailed information and a document discussing the reasons for thetotal inability or partial inability or necessary delay in continuing toperform the obligations hereunder. Both Parties shall consequently consult witheach other in consideration of the degree such event of force majeure hasaffected the performance of such obligations so as to decide whether toterminate or partially relieve or delay the performance of such obligations.

 

# **11**                                    Confidentiality

 

Unless required otherwiseby law or by supervisory authorities or for the purpose of acquisition, eachparty hereto shall not provide or disclose, without written permission from theother party, to any company, enterprise, organization or individual anyinformation and materials regarding the other party.

 

# **12**                                    No Waiver

 

Unless required otherwiseby law, any party’s failure or delay in exercising of its rights, power orprivileges hereunder shall not be construed as any waiver of such rights, poweror privileges. Any partial exercising of such rights, power or privileges shallnot impair any further exercising of such rights, power or privileges.

 

# **13**                                    Notices

 

Notices given inconnection with this Agreement shall be transmitted in written form by handdelivery, facsimile or mail. If hand-delivered, it shall be deemed effectivelydelivered on the date it is actually delivered to the other Party. If sent byfacsimile, it shall be deemed effectively delivered by the time when thetransmission report indicates that the message was completely transmitted. Ifsent by mail, it shall be deemed effectively delivered three business days(postponed automatically for public holidays) after the date of mailing. Anynotice shall become effective upon delivery.

 

The Parties’ addresses are as follows:

 
| China United Telecommunications Corporation |   | Unicom New Century  Telecommunications Corporation  Limited |
|---------------------------------------------|--------|-------------------------------------------------------------|
|                                        |   |                                                        |
| Contact Person: Jia Yongzeng                |   | Contact Person: Zhao Yilei                                  |

 

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| Address: Room 1167, 11/F  No. 133A, Xidan North Street  Xicheng District  Beijing, China  Postal code: 100032 |   | Address: Room 976, 9/F  No. 133A, Xidan North Street  Xicheng District  Beijing, China  Postal code: 100032 |
|---------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|

 

# **14**                                    Governing Law

 

This Agreement and itsinterpretation and enforcement shall be governed by the laws of thePeople’s Republic of China.

 

# **15**                                    DisputeResolution

 

In the event that thereis any dispute regarding the effectiveness, interpretation or performance ofthis Agreement, both Parties hereto shall first endeavor to resolve suchdispute through friendly consultations. In the event that such disputefails to be resolved within thirty (30) days after its occurrence, any Party may bringup a suit to a PRC Court in a relevant jurisdiction.

 

# **16**                                    Effectiveness; Miscellaneous

##  

## 16.1                           ThisAgreement shall become effective immediately after being executed and sealed byboth Party’s legal representatives or their authorized persons.

##  

## 16.2                           ThisAgreement is separable. In the event that any provision hereof is determined tobe unlawful or unenforceable, it shall not affect the effectiveness andenforcement of the other provisions hereof.

##  

## 16.3                           Ifmutually agreed upon, any amendments or supplements to this Agreement and relatedappendices may be made by both Parties and shall become effective after beingexecuted and sealed by both Party’s legal representatives or their authorizedpersons.

##  

## 16.4                           EachParty shall not transfer any of its rights and obligations hereunder to anythird party without the written consent of the other party.

##  

## 16.5                           Thisagreement shall be executed by the Parties hereto in six (6) originalcounterparts. Each of the original is equally effective.

 

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| (Corporate Seal) |                                                       |
|------------------|------------------------------------------------------------|
|             | China United Telecommunications Corporation                |
|             |                                                       |
|             | Legal Representative:                                      |
|             |                                                       |
|             | /s/ Wang Jian Zhou                                         |   |
|             | (Signature)                                                |
|             |                                                       |
| (Corporate Seal) |                                                       |
|             | Unicom New Century Telecommunications  Corporation Limited |
|             |                                                       |
|             | Legal Representative:                                      |
|             |                                                       |
|             | /s/ Yang Xian Zu                                           |   |
|             | (Signature)                                                |

 

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