** **

**Exhibit 4.11**

 

(English Translation)

 

 

**General Service Agreement**

 

**between**

 

**China Unicom Corporation Limited**

 

**and**

 

**China Unicom Ltd.**

 

 

**November 20, 2002**

 

----

 

**General Service Agreement**

 

This Agreement (the “Agreement) is entered into on November 20, 2002,in Beijing, China, between

 

(1)                                  PartyA: China United Telecommunications Corporation

Address: HuangCheng Hotel, 15 Yangfangdianlu, Haidian District,

Beijing

LegalRepresentative: Mr. Yang Xianzu

 

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

Address: 9thFloor, A 133, Xidanbeidajie, Xicheng District, Beijing

LegalRepresentative: Mr. Yang Xianzu

 

**Whereas:**

 

(1)                                  PartyA, a duly incorporated and validly existing limited corporation, is a providerof integrated telecommunications services;

 

(2)                                  PartyB, a limited company duly incorporated and validly existing under the laws ofthe People’s Republic of China, has had its common stock listed on the ShanghaiStock Exchange since October 9, 2002;

 

(3)                                  PartyA and Party B entered into a memorandum, dated August 12, 2002 (the “Memorandumon Connected Transactions”), regarding certain transactions after Party B’spublic offering between Party A or its subsidiaries (excluding Party B and anysubsidiaries controlled by Party B) and China Unicom Limited (the “UnicomRed-Chip Company”), which is indirectly controlled by Party B, or itssubsidiaries;

 

(4)                                  UnicomNew Century Telecommunications Co. Limited (the “Unicom New Century’), alimited corporation wholly owned by Party A and a provider of integratedtelecommunications services established on July 16, 2002, has been injected byParty A with its mobile telecommunications businesses and related assets,credits and liabilities in the following nine provinces and municipalities:Sichuan, Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin andJiangxi (the “Nine Service Areas”); and

 

(5)                                  PartyA is contemplating on injecting, via a wholly owned overseas subsidiary, allthe rights and interests of the shares of Unicom New Century it now holds (the“Target Interests”) into Unicom Red-Chip Company, which is established in HongKong (the “Offshore Capital Injection Project”).

 

1

----

 

NOW THEREFORE, for the purposeof the Offshore Capital Injection Project, in accordance with the Memorandum onConnected Transactions and the applicable transaction principles set forth inthe related listing rules, and on the basis of equality and mutual benefit,both Parties hereby have reached the following agreements after friendlyconsultations:

 

**1.****                                      GeneralPrinciples:**

 

1.1                                 The“General Service” hereunder refers to certain services and facilities providedby the Parties to each other and any payment by the Served Party to the ServingParty (the “Service Fees”).

 

1.2                                 Suchservices and/or facilities provided by one Party to the other Party pursuant tothis Agreement are non-gratuitous commercial transactions. In accordancewith the fair-market principles, the Serving Party shall collect reasonableService Fees for any services and facilities provided by it, and the ServedParty shall make any due payment.

 

1.3                                 Thecondition or quality of any of the General Service provided hereunder by eitherParty to the other Party shall not be lower than that of the same or similarservices or facilities the Serving Party provides to any third party.

 

1.4                                 Inthe event that either Party requires the other Party to increase the supply ofany of the General Service, the other Party shall do its utmost to provide suchrequested amount of the services or facilities, of which the condition orquality shall not be lower than that of the same or similar services orfacilities the Serving Party provides to any third party.

 

1.5                                 Inthe event that any Party is not able to provide, in full amount or at all, anyof the General Service due to any reasons other than its own fault, such Partyshall promptly notify the other Party and do its utmost to assist the otherParty in seeking the same or similar services or facilities through other channels.

 

1.6                                 TheGeneral Service provided hereunder shall be in accordance with the specificpurposes agreed by both Parties as well as with the applicable nationalstandards.

 

1.7                                 Inthe event that either Party breaches this Agreement and losses are incurred bythe other Party, the defaulting Party shall bear any liabilities for suchbreach, including, but not limited to, any direct and indirect losses resultingfrom the breach, provided that such losses are not caused by any force majeureevent.

 

1.8                                 EachParty shall provide all the reasonable and necessary efforts in assisting theother Party’s performance hereunder.

 

2

----

 

**2.****                                      MajorItems in the General Service:**

 

2.1                                 TheGeneral Service provided by the Parties to each other and other relatedarrangements are set forth in the Annexes hereto:

 

Annex I:                            Interconnectionand Settlement (to be provided by both Parties to each other);

 

Annex II:                       RoamingArrangement (to be provided by both Parties to each other);

 

Annex III:                   SpecialPhone Cards (to be provided by Party A to Party B);

 

Annex IV:                   EquipmentAcquisition Service (to be provided by Party A to Party B); and

 

Annex IV:                   Useof the Properties (to be provided by Party A to Party B).

 

**3.****                                      Pricingand Payment:**

 

3.1                                 Theprinciples for pricing and billing standards in connection with the ServiceFees are set forth in the Annexes hereto.

 

3.2                                 Anyspecific amounts of the Service Fees shall be calculated under the currentapplicable Chinese accounting rules.

 

3.3                                 Inthe event that the Parties fail to agree upon a certain amount of the ServiceFees, such issue shall be reported to the relevant authorities, who shalldetermine such amount in accordance with this Agreement and the nationalpricing policies and rules. Such authorities’ decisions shall be final andbinding to both Parties.

 

3.4                                 EachParty shall pay the due Service Fees for the relevant services provided by theother Party in accordance with the pricing principles and standards set forthin this Agreement and the Annexes hereto.

 

3.5                                 Inthe event that either Party fails to pay any due Service Fee, such Party shallpay to the other Party a late fee of 0.05% of the due amount on a daily basis.In the event that the payment is overdue for more than 60 days, the other Partymay notify in writing of its intention to suspend the relevant services. In theevent that such Service Fees are not paid within 30 days after the receipt ofthe written notice, the other Party may declare to terminate the relevantservices. The suspension or termination of such services shall not affect anyrights or obligations hereunder brought forth prior to such event.

 

3.6                               Inevery October, both Parties shall discuss the next fiscal year’s pricing

 

3

----

 

standards foreach item of the General Service as well as other related matters and enterinto certain supplemental agreements. If the Parties fail to enter into suchsupplemental agreements by then, the current pricing standards and otherrelated clauses shall apply to the next fiscal year until certain agreement isreached or the dispute is resolved pursuant to Section 3.3 herein.

 

**4.****                                      Term:**

 

4.1                                 Theterm of this Agreement shall be one year. Subject to Section 7 herein, thisAgreement shall become effective on January 1, 2003.

 

4.2                               Subjectto applicable laws and government regulations, this Agreement shall beautomatically renewed each year, unless Party B notifies Party A in writing 60days prior to the expiration day.

 

**5.****                                      Representations,Warranties and Covenants:**

 

Each Partyhereto represents and warrants to the other Party as follows:

 

5.1                                 SuchParty has the full power and authority (including, but not limited to,obtaining relevant approvals, consents or permits from government authorities)to execute this Agreement and its Annexes;

 

5.2                                 ThisAgreement and its Annexes will become effective and binding once it is signedin the way specified herein and can be enforced in a mandatory manner; and

 

5.3                                 Noprovision in this Agreement and its Annexes shall run counter to the applicablelaws and regulations of the People’s Republic of China.

 

**6.****                                      Assignment:**

 

6.1                                 Subjectto the terms and conditions under this Agreement and the Memorandum onConnected Transactions, Party A hereby gives an irrevocable consent that PartyB may transfer its rights and obligations hereunder to Unicom New Century orits subsidiaries, or Unicom Red-Chip Company or its subsidiaries. No other orfurther consent by Party A shall be required for Party B to transfer its rightsand obligations hereunder to Unicom New Century or its subsidiaries, or UnicomRed-Chip Company or its subsidiaries.

 

6.2                                 OnceParty B transfers its rights and obligations hereunder to Unicom New Century orits subsidiaries, or Unicom Red-Chip Company or its subsidiaries, thetransferee shall immediately assume all of Party B’s rights and obligationshereunder, while Party B shall immediately terminate all such rights andobligations.

 

4

----

 

**7.****                                      Effectiveness:**

 

The effectivenessof this Agreement shall be subject to the terms and conditions under Section3.1 of the Share Transfer Agreement, dated November 20, 2002, by and amongUnicom Centenarian (BVI) Limited (“Centenarian BVI”), Party A and China Unicom(BVI) Limited, in connection with the acquisition of Centenarian BVI by ChinaUnicom (BVI) Limited.

 

**8.****                                      ForceMajeure:**

 

In any forcemajeure event that is unforeseeable and the consequences of which areunavoidable or insurmountable and results in either Party’s failure to dulyperform its obligations hereunder, such Party shall promptly notify the otherParty of such situation and provide within 15 days any valid documentsevidencing the details and explaining the reasons for not being able to performall or part of its obligations hereunder or the reasons for any necessarydelays of such performance. Based on the impact of the force majeure event, theParties shall decide through negotiations whether to terminate, partially waiveor postpone such performance.

 

**9.****                                      Confidentiality:**

 

Unlessrequired by law or any regulations or requirements of any relevant regulatoryauthorities, or unless for the purpose of Party B’s information disclosure tothe Shanghai Stock Exchange, each Party shall not, without the other Party’swritten consent, provide or disclose any data and information in connectionwith the other Party’s businesses to any other company, enterprise,organization or person.

 

**10.****                               NoWaiver:**

 

Unlessotherwise required by law, any failure or delay in exercising any of itsrights, powers or privileges by one Party shall not be construed as a waiver ofsuch rights, powers or privileges. Any one time or partial exercise of suchrights, powers or privileges shall not affect any further or complete exerciseof such rights, powers or privileges.

 

**11.****                               Notification:**

 

Anynotification given in connection with this Agreement shall be in writing andshall be delivered by one Party to the other Party by hand, fax or mail. Such anotification by hand shall be deemed to have been duly given on the date ofdelivery. Such a notification via fax shall be deemed to have been duly givenupon the completion of the fax transmission. Such a notification by mail shallbe deemed to

 

5

----

 

have been duly given on thethird working day (extended when there is a public holiday) after the postaldate. Notifications become effective upon their arrival.

 
| Addresses of  the Parties hereto for receiving notifications are as follows: |
|------------------------------------------------------------------------------|
|                                                                         |

China United TelecommunicationsCorporation Limited

 
| Attention: |   | Jia Yong  Zeng                                                 |
|------------|--------|----------------------------------------------------------------|
| Address:   |   | A133,  Xidanbeidajie, Room 1167, 11th Floor, Xicheng District, |
|       |   | Beijing,  China 100032                                         |

 

Unicom New Century:

 
| Attention: |   | Song Xiao Xi                                                   |
|------------|--------|----------------------------------------------------------------|
| Address:   |   | A133,  Xidanbeidajie, Room 1168, 11th Floor, Xicheng District, |
|       |   | Beijing,  China 100032                                         |
|       |   |                                                           |

**12.****                               GoverningLaw:**

 

This Agreementis under the jurisdiction of the Chinese laws and shall be interpreted andexecuted in accordance with the Chinese laws.

 

**13.****                               DisputeResolution:**

 

Other than theexceptions under Section 3.3 herein, both Parties shall endeavour to resolveany dispute over the effectiveness, interpretation or execution of thisAgreement through friendly consultations. Should any dispute remain unsettledfor more than 30 days after its occurrence, either Party is entitled to bring alawsuit based on this Agreement to a competent PRC Court.

 

**14.****                               Miscellaneous**

 

14.1                           AnnexesI to V hereof are integral parts of this Agreement with equal legal bindingforce. Should there be any conflict between the Annexes and the Agreement, theAnnexes shall prevail.

 

14.2                           Basedon mutual consultations, both Parties can make modifications, revisions oradditions to this Agreement and the Annexes hereto. No revision or additionshall become effective until it is duly signed in writing and sealed by bothParties or their authorized representatives.

 

14.3                           ThisAgreement is severable, that is, when any of the clauses in this Agreement orthe Annexes hereto is deemed illegal or non-enforceable, the effectiveness andenforcement of the other clauses contained herein shall by no means beaffected.

 

6

----

 

14.4                           ThisAgreement has two original copies with equal legal binding force, and eachParty shall retain one.

 

7

----

 

China Unicom CorporationLimited (Corporate Seal)

 

Legal Representative orAuthorized Representative: /s/ Yang Xian Zu

 

 

China Unicom Ltd.

 

Legal Representative orAuthorized Representative: /s/ Wang Jian Zhou

 

8

----

 

**Annex I**

 

**Interconnection and Settlement**

 

1.                                       Typesof interconnection:

 

For thepurpose of operating various telecommunication networks, including the mobilenetwork of the Nine Service Areas, Party A and Party B hereby agree tointerconnect all of their telecommunication networks, including each Party’sown mobile networks and other networks.

 

2.                                       Technicalspecifications and standards, cost sharing and network construction in respectof the interconnection:

 

2.1                                 Anysuch interconnection shall be subject to the interconnection standards andspecifications set forth by governmental telecommunications authorities.

 

2.2                                 Issuessuch as cost-sharing methods and network construction shall be discussed anddecided by both Parties, in accordance with applicable regulations set forth bygovernmental telecommunications authorities.

 

3.                                       EachParty’s obligations:

 

3.1                                 EachParty shall ensure that the quality of the interconnection shall not be lowerthan that of the telecommunication within their own networks.

 

3.2                                 Basedon the technology available, each Party shall unconditionally and promptlyprovide the other Party’s customers, upon the customers’ requests, anyservices  (including special servicesand intelligent services) available to the customers in its own networks.

 

4.                                       Networkmanagement and adjustment:

 

4.1                                 EachParty shall notify the other Party of its construction work on networkexpansions, if such construction work may affect the usage of the other Party’scustomers, six months before such construction work starts.

 

4.2                                 EachParty shall notify the other Party of its technical adjustment work on routersystems, frame relays, transmission methods, cell data or software upgrades,etc.,

 

9

----

 

if suchadjustment may affect the usage of the other Party’s customers, 30 days beforesuch adjustment work starts.

 

4.3                                 EachParty shall provide timely cooperation and assistance, at the other Party’srequest, in the other Party’s adjustment work on router systems, frame relays,transmission methods, cell data or software upgrades, etc., so as to ensure thequality of the interconnection.

 

5.                                       Maintenance,technical problems and solutions:

 

5.1                                 BothParties shall maintain their networks by the current standards and regulationsset forth by the governmental telecommunications authorities so as to ensurenormal operation of the entire network.

 

5.2                                 EachParty may not terminate the interconnection without the other Party’s consent.

 

5.3                                 Shouldthere be a network breakdown or heavy network traffic, both Parties shall takeeffective measures to resume operations.

 

6.                                       Settlementand payment:

 

6.1                                 SettlementPrinciples:

 

i.                                          Settlementbetween both Parties’ mobile networks:

 

The twodifferent settlement methods for mobile calls between different provinces areas follows:

 

1.                                       Inthe event that Party A’s or Party B’s mobile subscriber makes a call in bothParties’ service area, and when Party A collects 4% of the long-distancecharge, then Party B is also entitled to collect 4%. The remainder shall becollected by China Unicom Corporation Limited (CUCL).

 

2.                                       Ifthe settlement standards stipulated in the MII announcement dated March 14,2001 is applied, the caller’s network shall retain RMB0.06 of the long-distancecharge while the receiver’s network shall retain RMB0.06. The remainder shallbe collected by CUCL.

 

Currently,both Parties agree to adopt the first settlement method above. Both Partiesalso agree that, if any other settlement method set forth and modified from

 

10

----

 

time to time by governmentalauthorities, are found more favorable to Party B than the settlement methodcurrently used by both Parties, such settlement method shall be adopted.

 

ii.                                       Allother interconnection settlement between both Parties:

 

Both Partiesagree to make settlements in accordance with the MII’s announcement dated March14, 2001 and its amendments from time to time.

 

6.2                                 Billingprinciples:

 

Theinterconnection settlement between the Parties shall be based on Party B’sbilling data. However, if the discrepancy between Party A’s billing data andParty B’s accounting billing is larger than 3%, both Parties shall considerother basis for settlement.

 

6.3                                 Deliveryof billing data and settlement:

 

(1)                                  Settlementbetween the Parties’ mobile networks

 

Both Partiesagree to submit relevant billing data on the 25th day of each monthto the Settlement Center, controlled by Party B. The Settlement Center is incharge of data collecting and processing, and creating network settlementstatements.

 

Both Partiesalso agree to make settlements once a month on the network settlementstatements created by the Settlement Center.

 

(2)                                  Othersettlements between the Parties’ mobile networks and fixed networks

 

Both Partiesagree to have their subsidiaries make settlements once a month based on thesettlement principles set forth in this Annex.

 

11

----

 

**Annex II**

 

**Roaming Arrangement**

 

For thepurpose of providing mobile services to each Party’s subscribers in its ownservice areas and providing roaming services to both Parties’ subscribers, bothParties hereby agree to make arrangements as follows:

 

1.                                       BothParties agree to arrange for automatic roaming, so that either Party’s mobilesubscribers can make and receive calls in the other Party’s service areas.

 

2.                                       BothParties agree that a mobile subscriber using roaming services shall be chargedwith a fixed roaming fee of RMB 0.60 per minute for both incoming and outgoingcalls.

 

(1)                                  Ifa Party B’s subscriber uses the roaming service in Party A’s service area, theroaming charge collected by Party B shall be distributed as follows: (i) RMB0.40 is collected by Party A; and (ii) RMB 0.20 is retained by Party B.

 

(2)                                  Ifa Party A’s subscriber roams in the Nine Service Areas, the roaming chargecollected by Party A shall be distributed as follows: (i) RMB 0.56 is collectedby Party B; and (ii) RMB 0.04 is retained by Party A.

 

12

----

 

**Annex III**

**Special Phone Cards**

 

1.                                       Scopeof the special phone cards service:

 

Based on itsactual needs, Party B may request Party A to provide, via Unicom Xingye, asubsidiary held by Party A, certain telephone cards for various purposes, includingSIM cards, UIM cards, IP cards, long-distance cards and rechargeable cards (the“Phone Cards” collectively).

 

2.                                       Quantityof the Phone Cards:

 

2.1                                 Annualand periodical plans for ordering the Phone Cards:

 

2.1.1                        In October of each year, Party B shall submit to Party A its annualorder plan for the coming year, based on its operation plan for the year.

 

2.1.2                        InFebruary, May and September of each year, Party B shall confirm its order plansfor the periods from May to August, from September to December, and fromJanuary to April of the next year, respectively. Party A shall deliver the  Phone Cards according to the order plansconfirmed by Party B, unless there is a force majeure event.

 

2.2                                 Rushorders and temporary orders:

 

Party B mayrequest to modify its order plans. Should there be any rush orders or temporaryorders resulting from such modifications, Party A shall do its utmost to supplythe order as requested by Party B and shall confirm within three days afterParty B’s request whether it will be able to perform as requested by Party B.

 

3.                                       Pricesfor the Phone Cards

 

3.1                                 BothParties agree that the prices for the Phone Cards shall be determined by theactual cost of the Phone Cards to be delivered by Party A to Party B (includingthe import cost, manufacture cost and distribution cost) plus a marginal profitno higher than 20% (which is to be determined from time to time by bothParties) of

 

13

----

 

the overallcost. Both Parties also agree to set up a discount rate based on the volume ofParty B’s orders.

 

3.2                                 Asfor Party B’s rush orders or temporary orders, Party A may add an expedited feeof up to 10% on top of the prices set forth above.

 

3.3                                 BothParties agree to negotiate and determine in December of each year the price foreach type of Phone Card for the coming year.

 

4.                                       Deliverytime and place:

 

Party A shalldeliver the Phone Cards to Party B at the time and places designated in PartyB’s order plans or as requested by any rush/temporary orders.

 

5.                                       Qualityof the Phone Cards:

 

5.1                                 PartyA shall guarantee the quality of the Phone Cards to be up to the standardsstipulated by the relevant governmental authorities, and provide any necessarycertification.

 

5.2                                 PartyA shall guarantee all the numbers, codes and passwords of the Phone Cards to beproduced under a secure and confidential condition, and guarantee thetechnology, security and confidentiality of such numbers, codes or passwords.

 

5.3                                 Inthe event that Party B raises any questions regarding the quality of any PhoneCards within five days after it receives such Phone Cards, Party A shallexchange or repair such defective Phone Cards, unless the defect was caused byParty B, until the applicable standards and Party B’s requirements are satisfied.

 

5.4                                 Inthe event that Party B fails, after its reasonable efforts, to discover anyexisting quality defects in the Phone Cards, Party A shall indemnify Party Bfor all Party B’s direct losses caused by such defects.

 

6.                                       Payment:

 

6.1                                 Bythe time that Party B confirms with Party A of Party B’s order plan, it shallmake a prepayment of 15% of the total price of the Phone Cards ordered by PartyB. The remaining 85% of the total payment shall be delivered to Party A by thetime that Party A completes the delivery of all the Phone Cards pursuant toParty B’s order plan.

 

6.2                                 Paymentfor rush/temporary orders:

 

14

----

 

By the timethat Party A confirms with Party B of any rush or temporary order, Party Bshall make the full payment of such order (including any expedited fees) andParty B may require Party A to deliver such order on a timely basis.

 

7.                                       OtherPhone Cards:

 

Based on itsbusiness needs, Party B may request Party A to provide other types of PhoneCards. Party A shall make such effort after making a working plan based theavailable technology, operating conditions and other factors.

 

Both Partiesagree that they shall discuss the amount, prices, and payment methods of suchother types of Phone Cards. The price shall be based on the actual costincurred by Party A in manufacturing and delivering such Phone Cards plus amarginal profit no higher than 20% of the total cost.

 

15

----

 

**Annex IV**

 

**Equipment Acquisition Services**

 

1.                                       Scopeof the equipment acquisition services:

 

Based on itsactual needs, Party B may request Party A to act on its behalf (via UnicomImport and Export Co. Ltd. (“Unicom I&E”), a subsidiary controlled by PartyA), to handle overseas acquisitions of telecommunications equipment and othermaterials.

 

Unicom I&Eshall provide comprehensive acquisition services, including bidding,consulting, and acting as the processing agent. Unicom I&E may alsoauthorize Party A’s other subsidiaries to provide such acquisition services.

 

2.                                       Proceduresfor the acquisition services:

 

Both Partiesagree to authorize Unicom I&E to provide the equipment aquisition servicesto Party B in accordance with “Notice on Centralized Import and ExportOperations (No. [1994]001)”, “Rules on Centralized Equipment Acquisitions ofChina Unicom (No. [1995]380)”, “Rules on Centralized Acquisitions of Equipmentand Instruments (No. [1996 ]31)”, “Methods of Equipment Acquisitions of ChinaUniform (No. [1998] 059)” and other applicable documents agreed upon by bothParties.

 

3.                                       ServiceFees and Payment:

 

3.1                                 PartyB shall pay Unicom I&E such service fees for the acquisitions of anyequipment and materials as follows:

 

3.1.1                                  0.7%of the underlying amount (including any bank processing fees) in any overseasacquisition contract of major equipment signed by Unicom I&E on Party B’sbehalf;

 

3.1.2                                  0.5%of the underlying amount in any domestic acquisition contract of majorequipment signed by Unicom I&E on Party B’s behalf; and

 

3.1.3                                  UnicomI&E agrees not to charge Party B for the acquisition of any power switches,storage batteries, diesel-electric sets, constant power supplies, the

 

16

----

 

airconditioning of equipment rooms, optic fibers and other transmission materialsand necessary accessories.

 

3.2                                 BothParties agree that the payment time for the agent service fees shall bedetermined by both Party B and Unicom I&E, based on the specificcircumstance of the equipment acquisition. Should there be any payment overdue,Party B shall pay Unicom I&E a late fee of 0.5% of the total amount due ona daily basis.

 

4.                                       PartyA shall cause Unicom I&E to treat Party B in the same manner as it wouldParty A in respects of import and export prices as well as other materialprovisions or conditions.

 

17

----

 

**Annex V**

 

**USE OF THE PROPERTIES**

 

1.                                       Useand purposes of the properties:

 

1.1                                 Basedon Party B’s requests from time to time, Party A agrees to give Party B accessto use certain properties it owns (“Party A’s Properties”) and certain otherproperties procured by Party A from certain third parties (the “Third Parties’Properties”), including premises, air conditioners, power supplies, powerdevices and other accessorial facilities.

 

1.2                                 PartyB shall use such above-mentioned properties only for the purposes of itsoffices, retail outlets, and operations.

 

2.                                       Feesand payments:

 

2.1                                 PartyB’s payment for using any of Party A’s Properties shall be based on thedepreciation cost or the market price of similar properties in the samegeographical area, whichever is lower.

 

2.2                                 Asfor any of the Third Parties’ Properties used by Party B, both Parties shallshare the payment to such third party, based on the proportion used by eachParty.

 

2.3                                 PartyB shall make the payments to Party A within 30 days after the end of eachquarter.

 

2.4                                 Shouldthere be any payment overdue, Party B shall pay Party A a late fee of 0.05% ofthe total amount due on a daily basis.

 

3.                                       Warrantiesand Covenants:

 

Party Awarrants that it has full rights to provide such above-mentioned Party A’sProperties and Third Parties’ Properties (including premises, power supplies,air conditioners, power devices and other accessorial facilities) for Party Bto use. Party A agrees to indemnify Party B for all the losses resulting fromany dispute regarding Party A’s ownership or rights of use of such Propertiesthat prevents Party B from exercising its rights under this Annex or any otherdamages incurred by Party B.

 

18

----