**Exhibit4.12**

 

(EnglishTranslation)

 

 

**TransferAgreement of**

**GeneralService Agreement**

 

 

**between**

 

**China United Telecommunications Corporation Limited**

 

## **and**

 

**UnicomNew Century Telecommunications Corporation Limited**

 

 

**November20, 2002**

 

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## **Transfer Agreementof General Service Agreement**

 

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

 

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

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

LegalRepresentative: Mr. Yang Xianzu

 

(2)                        PartyB: Unicom New Century Telecommunications Corporation Limited (the “Unicom NewCentury”)

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

LegalRepresentative: Mr. Yang Xianzu

 

**Whereas:**

 

(1)                        ChinaUnited Telecommunications Corporation (“Unicom Group”), a limited corporationduly incorporated and validly existing under the laws of the People’s Republicof China, is an integrated telecommunications business operator and thecontrolling shareholder of Unicom A-Share Company;

 

(2)                        UnicomA-Share Company, a limited corporation duly incorporated and validly existingunder the laws of the People’s Republic of China, has had its common stocklisted on the Shanghai Stock Exchange since October 9, 2002;

 

(3)                        UnicomNew Century, a limited corporation wholly owned by Unicom Group and a providerof integrated telecommunications services established on July 16, 2002 afterthe restructuring of Unicom Group, has been injected by Unicom Group with itsmobile telecommunications businesses and related assets, credits andliabilities in the following nine provinces and municipalities: Sichuan,Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin and Jiangxi(the “Nine Service Areas”);

 

(4)                        UnicomGroup and Unicom A-Share Company entered into a memorandum, dated August 12,2002 (the “Memorandum on Connected Transactions”), regarding certaintransactions after the public offering of Unicom A-Share Company between UnicomGroup or its subsidiaries (excluding Unicom A-Share Company and anysubsidiaries controlled by it) and China Unicom Limited (the “Unicom Red-ChipCompany”), which is indirectly controlled by Unicom A-Share Company, or itssubsidiaries;

 

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(5)                        UnicomGroup is contemplating on injecting all of its shares of Unicom New Century andits other offshore interests (hereinafter collectively as "TargetInterests”) into Unicom Red-Chip Company through its wholly-owned overseassubsidiary (the “Offshore Capital Injection Project”); and

 

(6)                        Forthe purpose of the Offshore Capital Injection Project, Unicom Group, Unicom NewCentury and Unicom A-Share Company entered into a General Service Agreement onNovember 20, 2002.

 

NOW THEREFORE, For thepurpose of this Offshore Capital Injection Project, in accordance with thetransaction principles set forth in the Memorandum on Connected Transactionsand on the basis of equality and mutual benefit, both Parties hereby havereached the following agreements after friendly consultations:

 

1.                             Providedthat the conditions under Article 6 herein are satisfied, Unicom A-ShareCompany agrees to transfer immediately all of its rights and obligations underthe General Service Agreement and its Annexes to Unicom New Century. Unicom NewCentury consequently agrees to accept all the rights and obligations of UnicomA-Share Company under the General Service Agreement.

 

2.                             OnceUnicom A-Share Company transfers all of its rights and obligations under theGeneral Service Agreement to Unicom New Century, Unicom New Century shallimmediately assume all such rights and obligations and Unicom A-Share Companyshall immediately terminate all such rights and obligations.

 

3.                             UnicomA-Share Company confirms that, pursuant to Article 6 of the General ServiceAgreement, Unicom Group has given its irrevocable consent that Unicom A-ShareCompany may transfer all of its rights and obligations under the GeneralService Agreement to Unicom New Century or its subsidiaries or to UnicomRed-Chip Company or any of its subsidiaries; no other or further consent byUnicom Group shall be required for Unicom A-Share Company to transfer itsrights and obligations under the General Service Agreement to Unicom NewCentury or its subsidiaries, or Unicom Red-Chip Company or its subsidiaries.

 

4.                             EachParty warrants that it has the full right, power and authority to execute thisAgreement and to perform hereunder. Upon execution, this Agreement willconstitute legal, valid and binding obligations to each Party.

 

5.                             UnicomNew Century agrees to retain and perform, during the term of the GeneralService Agreement, all the rights and obligations given to Unicom A-ShareCompany in the past or in the future pursuant to the provisions and conditionsset forth in the General Service Agreement.

 

6.                             Effectiveness

 

This Agreementshall become effective subject to the conditions as follows:

 

6.1                        Approvalfrom the Shareholders Meeting of Unicom Red-Chip Company to transfer of all ofthe rights and obligations under the General Service

 

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Agreement by Unicom A-Share Company to Unicom New Company pursuant toapplicable laws, regulations and listing rules; and

 

6.2                        Therequirements under Article 7 of the General Service Agreement are met.

 

6.3                        ThisAgreement shall become effective on January 1, 2003, provided that therequirements under Sections 6.1 and 6.2 herein are met.

 

7.                             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,both Parties shall decide through negotiations to terminate, partially waive orpostpone such performance.

 

8.**                            **Confidentiality

 

Except to theextent that disclosure is required by law or by the rules of the relevantsupervisory authorities, or for the purpose of submission to the Shanghai StockExchange by Unicom A-Share Company or to the Hong Kong Stock Exchange by UnicomRed-Chip Company, each Party, without the other party’s written consent, shallnot provide or disclose to any company, enterprise, organisation or person anydata and information relating to the other Party’s operations or businesses.

 

9.                             NoWaiver

 

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 complete exercise of such rights,powers or privileges.

 

10.                       Notices

 

Any notificationgiven in connection with this Agreement shall be in writing and shall bedelivered 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 have been duly given on the third working day (extended when there

 

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is a publicholiday) after the postal date. Notifications become effective upon theirarrival.

 

Addresses of theParties hereto for receiving notifications are as follows:

 
| China United  Telecommunications Corporation Limited                                 |
|--------------------------------------------------------------------------------------|
| Attention: Zhao Yi Lei                                                               |
| Address: A133  Xidanbeidajie, Suite 976, 9th Floor Xicheng District, Beijing,  China |
| Post Code: 100032                                                                    |

 
| Unicom New Century  Telecommunications Corporation Limited                             |
|----------------------------------------------------------------------------------------|
| Attention: Song Xiao Xi                                                                |
| Address: A133  Xidanbeidajie, Suite 1168, 11th Floor, Xicheng District,  Beijing,China |
| Postcode: 100032                                                                       |

 

11.                       Applicablelaw

 

This Agreement isunder the jurisdiction of the laws of the People’s Republic of China and shallbe interpreted and executed in accordance with the laws of the People’sRepublic of China.

 

12.                       DisputeSettlement

 

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 isentitle to bring a lawsuit based on this Agreement to a competent PRC Court.

 

13.                       Miscellaneous

 

13.1                                     Basedon mutual consultations, both Parties can make modifications, revisions oradditions to this Agreement and Annexes hereto. No revision or addition shallbecome effective until it is duly signed in writing and sealed by both Partiesor their authorized representatives.

 

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

 

13.3                                     ThisAgreement has six original copies with each having equal legal binding.

 

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**China United Telecommunications Corporation Limited (CorporateSeal)**

 

Legal Representative orduly Authorized Representative: /s/ Wang Jian Zhou

 

 

**Unicom New Century Telecommunications Corporation Limited(Corporate Seal)**

 

Legal Representative orduly Authorized Representative: /s/ Tong Ji Lu

 

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