**Exhibit4.17**

 

 

(English Translation)

 

 

**Conditional Sale and Purchase Agreement**

**with respect to the equity interest of Guoxin Paging Co.,Ltd.**

 

 

**between**

 

**China Unicom Corporation Limited**

 

 

**and**

 

**China United Telecommunications Corporation Limited**

 

 

November 20, 2003

 

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This Agreement(the “Agreement”) is entered into on November 20, 2003, in Beijing, People’sRepublic of China (“PRC”), between

 

(1).          Vendor:China Unicom Corporation Limited (“CUCL”)

 

Address: 12F,Tower One, Henderson Center, No. 18, Jianguomenneidajie, Beijing, PRC

 

LegalRepresentative: Mr. Wang Jianzhou

 

(2).          Purchaser:China United Telecommunications Co. Ltd (the “A Share Company”)

 

Address: 40F,Jinmao Building, Century Boulevard, Shanghai, PRC

 

LegalRepresentative: Mr. Wang Jianzhou

 

Whereas:

 

(1).          TheA Share Company is a company limited by shares duly incorporated and validlyexisting under the laws of the PRC and has had its common stock listed on theShanghai Stock Exchange since October 9, 2002, with China UnitedTelecommunication Corporation (“Unicom Group”) holding 74.6017% of its totalshares.

 

(2).          CUCLis a wholly owned subsidiary of China Unicom Limited (the “Unicom Red-ChipCompany”). Guoxin Paging Co., Ltd. (“Guoxin Paging”) is a limited liabilitycompany duly incorporated and validly existing under the laws of the PRCengaging in paging services, other value-added businesses and customerservices. CUCL owns 100% of the equity interest of Guoxin Paging (the “TargetInterest”).

 

(3).          UnicomGroup and the A Share Company entered into a memorandum, dated August 12, 2002,regarding certain transactions after the public offering of the A Share Companybetween Unicom Group or its subsidiaries (excluding the A Share Company and anysubsidiaries controlled by it) and the Unicom Red-Chip Company, which isindirectly controlled by the A Share Company, or its subsidiaries;

 

NOW THEREFORE, forthe purpose of the repurchase of Guoxin Paging, on the basis of equality andmutual benefit, both Parties hereby have reached the following agreements afterfriendly consultations:

 

**1.**             Sale of the Target Interest

 

1.1           Sale of the TargetInterest

 

In accordance withthe terms and conditions set out in this Agreement, the Vendor agrees to sell,and the Purchaser agrees to purchase, the entire equity interest held by theVendor in Guoxin Paging.

 

The TargetInterest shall be sold free from any mortgage, pledge, other security interest,option, claim or any other rights of third parties (including but not limitedto limited rights of purchase).

 

1.2           Consideration

 

As considerationfor the sale of the Target Interest specified in Article 1.1, the Purchasershall pay the Vendor HK$2,590,917,656 in cash pursuant to Section 2 below.

 

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**2.**             Closing

 

2.1           Closing

 

Pursuant to theterms and conditions set forth in the Agreement, the closing with respect tothe sale and purchase of the Target Interest shall be completed as soon aspossible following satisfaction of the conditions under Section 5.

 

2.2           Closing Date

 

Subject to theapproval by the State Administration of Industry and Commerce, the ClosingDate, for the purpose of the sale of the Target Interest under the Agreement,shall be the date when Guoxin Paging has completed the shareholdersmodification registration and received a modified enterprise legal personbusiness license.

 

2.3           On or before theClosing Date, the Purchaser shall perform its payment obligations under Article1.2 by arranging for the sum specified in Article 1.2 to be paid to thedesignated bank account in the manner as instructed by the Vendor in writing.

 

2.4           Provided the shareprice of the Unicom Red-Chip Company undergoes material adverse fluctuationsand the sale of the Target Interest is not in the overall interest of theUnicom Red-Chip Company, the Vendor has the right to terminate the Agreement.

 

**3.**             Representations and Warranties

 

3.1           Either party to theAgreement has made to the other party the following representations andwarranties:

 

(a)           It has the full right,power and authority to execute this Agreement and perform its obligationshereunder.  This Agreement constitutes avalid and binding obligation, enforceable pursuant to its terms.

 

(b)           Performance of termsand/or provisions in the Agreement will not lead to:

 

(i)            Violation of the company’s constituent documents or other related documents, or anyapplicable laws, regulations or rules; or

 

(ii)           Violation of anymaterial contracts, agreements, permits or other documents, or anydeterminations, judgments and orders issued by courts, government departmentsor supervisory authorities.

 

(c)           There are no orders orresolutions to carry out any liquidation, winding-up or other similararrangements, or petitions to any court or meetings to be held at which ajudgment or resolution concerning liquidation, winding-up or other similararrangement is being considered.

 

(d)           No liquidator,temporary liquidator, bankruptcy receiver, bankruptcy trustee or other similarpersons has been appointed and no resolution is before the board of directors orshareholder’s meeting regarding the appointment of such persons by the company.

 

(e)           The party is not in asituation where it is insolvent, unable to pay debts already due, or hasstopped paying debt already due.

 

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3.2           The Vendor hereto makesthe following additional representations and warranties to the Purchaser:

 

(a)           The Vendor, a limitedliability company duly incorporated and validly existing under the laws of thePRC and registered with the State Administration of Industry and Commerce, hasthe full right, power and authority in its capacity as a company to develop itsbusiness and possess, lease and operate its properties and assets;

 

(b)           The Vendor has notentered into any agreements with any third party for the sale of the TargetInterest or which contemplates the sale of the Target Interest;

 

(c)           The sale of the TargetInterest by the Vendor to the Purchaser shall be free from any preemptive rightor any other third party rights;

 

(d)           The Vendor warrantsthat the Purchaser shall be free of any liability in connection with anyclaims, debts and obligations unknown on the Completion Date but incurredbefore the effective date;

 

(e)           The Vendor does notimpose any mortgage, pledge or other security interest on the Target Interest,and it is the sole owner of Guoxin Paging; and

 

(f)            The representationsand warranties hereof made by the Vendor have been true and correct in allmaterial respects when made and as of the Closing Date (as if these representationsand warranties were made on the Closing Date), unless clearly permitted by theAgreement or where modifications have been anticipated.

 

3.3           The Purchaser heretomakes the following additional representations and warranties to the Vendor:

 

(a)           The Purchaser, alimited liability company duly incorporated and validly existing under the lawsof the PRC and registered with the State Administration of Industry andCommerce, has the full right, power and authority in its capacity as a companyto develop its business and possess, lease and operate its properties andassets; and

 

(b)           The representations andwarranties hereof made by the Purchaser have been true and correct in allmaterial respects when made and as of the Closing Date (as if theserepresentations and warranties were made on the Closing Date), unless clearlypermitted by the Agreement or where modifications have been anticipated.

 

**4.**             Resale of the Target Interest

 

4.1           Pursuant to the termsand conditions set forth in the Agreement and the memorandum regardingconnected transactions, the Vendor has given its irrevocable consent for thePurchaser to sell the Target Interest to Unicom Group and no other or furtherconsent by the Vendor shall be required for the Purchaser to sell the TargetInterest to Unicom Group.

 

**5.**             Effectiveness

 

This agreement shall become effective upon satisfaction of thefollowing conditions:

 

5.1           Approval at theShareholders Meeting of the A Share Company of the sale of the Target Interestto Unicom Group pursuant to applicable laws, regulations and listing rules;

 

5.2           Approval at theShareholders Meeting of Unicom Red-Chip Company of implementation of this

 

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Agreement pursuant to applicable laws, regulations andlisting rules;

 

5.3           Approval at theShareholders Meeting of the A Share Company of the implementation of theComprehensive Services Agreement entered into by Unicom Group, Guoxin Pagingand the A Share Company ( the “Comprehensive Services Agreement ”) pursuant toapplicable laws, regulations and listing rules;

 

5.4           Approval at theShareholders Meeting of Unicom Red-Chip Company of transfer of all of therights and obligations under the Comprehensive Services Agreement by UnicomRed-Chip Company to CUCL, Unicom New Century Telecommunications CorporationLimited (“Unicom New Century”) and Unicom New World TelecommunicationsCorporation Limited (“Unicom New World”) pursuant to applicable laws,regulations and listing rules;

 

5.5           Approval at theShareholders Meeting of Unicom Red-Chip Company of implementation of thePremises Leasing Agreement entered into by CUCL, the Unicom New Century and thethe Unicom New World (the “Leasing Agreement”) pursuant to applicable laws,regulations and listing rules; and

 

5.6           Approval at the ShareholdersMeeting of the A Share Company of transfer of all of the rights and obligationsunder the Leasing Agreement by the A Share Company to Guoxin Paging pursuant toapplicable laws, regulations and listing rules.

 

**6.**             Taxation

 

6.1           Either party to theAgreement shall pay the taxes arising from the sale and purchase of the TargetInterest under the Agreement as required by the applicable laws andregulations.

 

6.2           The various taxes andfees incurred in connection with Article 6.1 shall be the responsibility of theappropriate party pursuant to applicable laws and regulations.

 

**7.**             Force Majeure

 

7.1           In any force majeureevent that is unforeseeable and the consequences of which are unavoidable orinsurmountable and which results in either Party’s failure to duly perform theobligations hereunder, such Party shall promptly notify the other Party of suchsituation and provide within 15 days any valid documents evidencing the detailsand explaining the reasons for not being able to perform all or part of itsobligations hereunder or the reasons for any necessary delays of suchperformance. Based on the impact of the force majeure event, the Parties shalldecide through negotiations whether to terminate, partially waive or postponesuch performance.

 

**8.**             Confidentiality

 

8.1           Except to the extentthat disclosure is required by law or by the rules of the relevant supervisoryauthorities, or for the purpose of submission to the Shanghai Stock Exchange bythe A Share Company, each Party, without the other party’s written consent,shall not provide or disclose to any company, enterprise, organisation orperson any data and information relating to the other Party’s operations orbusinesses.

 

**9.**             No Waiver

 

9.1           Unless otherwiserequired by law, any failure or delay in exercising any of its rights, powersor privileges by one Party shall not be construed as a waiver of such rights,powers or privileges. Any one time or partial exercise of such rights, powersor privileges shall not affect any further or

 

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complete exercise of such rights, powers orprivileges.

 

**10.**          Severability

 

10.1         If any of the provisionof the Agreement is deemed as invalid or unenforceable, such provision isinvalid and shall be deemed as not incorporated into this Agreement, while theother provisions shall remain valid.  Inthis situation, both parties shall make reasonable efforts to substitute theprovisions deemed invalid or unenforceable with valid or enforceableprovisions.  The validity of such newprovisions shall be as similar as possible to that of the provisionssubstituted.

 

**11.**          Notices

 

11.1         Any notification given inconnection with this Agreement shall be in writing and shall be delivered byone Party to the other Party by hand, fax or mail. Such a notification by handshall be deemed to have been duly given on the date of delivery. Such anotification via fax shall be deemed to have been duly given upon thecompletion of the fax transmission. Such a notification by mail shall be deemedto have been duly given on the third working day (extended when there is apublic holiday) after the postal date. Notifications become effective upontheir arrivals.

 

11.2         Addresses of the Partieshereto for receiving notifications are as follows:

 

China UnicomCommunication Limited

 

Attention: YanXiaowei

 

Address: 1021,10th Floor, No. 133 Xidanbeidajie Jia, Xicheng District, Beijing, China

 

Post Code: 100032

 

China UnitedTelecommunications Corporation Limited

 

Attention: ZhaoYilei

 

Address: 40F,Jinmao Building, Century Boulevard, Shanghai, China

 

Post Code: 200121

 

**12.**          Applicable Law and Dispute Settlement

 

12.1         This Agreement is underthe jurisdiction of the laws of the People’s Republic of China and shall beinterpreted and executed in accordance with the laws of the People’s Republicof China.

 

12.2         Both Parties shallendeavour to resolve any dispute over the effectiveness, interpretation orexecution of this Agreement through friendly consultations. Should any disputeremain unsettled for more than 30 days after its occurrence, either Party isentitled to bring a lawsuit based on this Agreement before a competent PRCcourt.

 

**13.**          Miscellaneous

 

13.1         Revisions to thisAgreement (or any documents referred to in the Agreement) shall be made inwriting. No revisions or additions shall become effective until it is dulysigned in writing and sealed by the legal representatives of both parties ortheir duly authorized representatives. The term “revision” shall include revisions, additions, deletions ormodifications in any manner.

 

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13.2         This Agreement has sixoriginal copies with each party holding three and each copy having equal legalbinding force.

 

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| China United  Telecommunications Corporation Limited (Corporate Seal)     |
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| Legal Representative or  Duly Authorized Representative:                  | /s/ Wang Jianzhou |   |
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| Unicom New World  Telecommunications Corporation Limited (Corporate Seal) |
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| Legal Representative or  Duly Authorized Representative:                  | /s/ Sun Qian |   |

 

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