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Exhibit 4.39
 
 TRANSFER AGREEMENT
IN RESPECT OF CDMA NETWORK CAPACITY
LEASING AGREEMENT
 
 between
 China United Telecommunications Corporation Ltd.
 and
 China Unicom Corporation Limited
 October 26, 2006




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(1)
    
    Transferor:China United Telecommunications Corporation Ltd. (hereinafter referred to as Unicom A
Share Company)Address: 29/F, No. 1033 Changning Road, ShanghaiLegal representative: Chang Xiaobing(2)
    
    Transferee:China Unicom Corporation Limited (hereinafter referred to as Unicom Operating Company)Address: Level 12, Office Tower 1, Henderson Centre, 18 Jianguomen Neidajie, BeijingLegal representative: Chang Xiaobing
 WHEREAS:
 (1)
    
    China United Telecommunications Corporation (hereinafter referred to as the Unicom Group)
is a company with limited liability established and validly existing under the PRC laws and
engages in the operation of comprehensive telecommunications business. Unicom A Share Company
is a joint stock limited company established and existing under the PRC laws. Its shares have
been listed and traded on the Shanghai Stock Exchange (hereinafter referred to as the SSE)
since October 9, 2002. Unicom Group is the controlling shareholder of Unicom A Share Company;
 (2)
    
    Unicom A Share Company indirectly controls China Unicom Limited (hereinafter referred to as
Unicom Red Chip) through China Unicom (BVI) Limited (hereinafter referred to as Unicom
BVI). Unicom Red Chip is a company with limited liability incorporated in the Hong Kong
Special Administrative Region of the PRC (hereinafter referred to as Hong Kong) and its
shares are listed and traded in Hong Kong and the U.S. respectively;
 (3)
    
    Unicom Operating Company is a foreign invested enterprise established and existing under the
PRC laws and is wholly owned by Unicom Red Chip. Unicom Operating Company principally engages
in the operation of international and domestic long distance communications business
(excluding international communications facilities business) within the PRC, internet business
and IP




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telephone business, as well as mobile communications business in 30 provinces, autonomous
regions and municipalities covering Beijing, Tianjin, Shanghai, Liaoning, Hebei, Shandong,
Jiangsu, Zhejiang, Fujian, Guangdong, Hubei, Anhui, Sichuan, Xinjiang, Chongqing, Shaanxi,
Guangxi, Henan, Heilongjiang, Jilin, Jiangxi, Shanxi, Inner Mongolia, Hunan, Hainan,
Yunnan, Ningxia, Gansu, Qinghai and Tibet;
 (4)
    
    On August 12, 2002, Unicom Group and Unicom A Share Company signed a Memorandum in respect of
transactions between Unicom Group or its subsidiaries (excluding Unicom A Share Company and
subsidiaries controlled by Unicom A Share Company) and Unicom Red Chip (a company indirectly
controlled by Unicom A Share Company) and its subsidiaries after the listing of the shares of
Unicom A Share Company (hereinafter referred to as the Memorandum on Connected
Transactions). According to the understanding reached under the Memorandum on Connected
Transactions, if based on the Rules Governing the Listing of Shares on the Shanghai Stock
Exchange (hereinafter referred to as the SSE Listing Rules) applicable from time to time,
transactions between Unicom Red Chip or its subsidiaries and Unicom Group or its subsidiaries
(excluding Unicom A Share Company and its controlling subsidiaries) are subject to the
approval of the minority shareholders of Unicom A Share Company, and at the same time, based
on the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(hereinafter referred to as the HKSE Listing Rules) applicable from time to time, they are
deemed to be connected transactions that are subject to the approval of the minority
shareholders of Unicom Red Chips, such connected transactions shall be conducted in two steps:
First step: an agreement shall be entered into between Unicom Group or its subsidiaries
(excluding Unicom A Share Company and any subsidiaries controlled by it) and Unicom A Share
Company or Unicom BVI in respect of any proposed transaction to specify the rights and
obligations of the parties under the agreement (including, but not limited to, Unicom Group
agreeing to the transfer of the rights and obligations of Unicom A Share Company or Unicom BVI
under agreements to Unicom Red Chip or its subsidiaries); Second step: the transfer of the
rights and obligations under the above-mentioned agreement by Unicom A Share Company or Unicom
BVI to Unicom Red Chip or its subsidiaries;
 (5)
    
    For the purpose of the operation of telecommunications business by Unicom Operating Company,
pursuant to the relevant requirements under the SSE Listing Rules, HKSE Listing Rules and
Memorandum on Connected Transactions, Unicom Group and its subsidiaries (excluding Unicom A
Share Company and any subsidiaries controlled by it) entered into the CDMA Network Capacity
Leasing Agreement with Unicom Operating Company in 2005 (hereinafter referred to as the
Original CDMA Leasing Agreement), and based on the above agreement, reached a series of
continuing connected transactions arrangements (hereinafter referred to as the Continuing
Connected Transaction Arrangements), which have been announced in accordance with the
respective listing rules applicable to Unicom A Share Company and Unicom Red Chip Company and
approved by




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their respective independent shareholders. The above Continuing Connected Transaction
Arrangements have a term of two years, commencing from January 1, 2005 and ending on
December 31, 2006; and
 (6)
    
    On October 26, 2006, Unicom Group, Unicom New Horizon and Unicom A Share Company entered into
the CDMA Network Capacity Leasing Agreement.
  1.
    
    Subject to the fulfillment of the conditions specified in Article 6 of this Agreement, the
Transferor hereby agrees to transfer all its rights and obligations as stipulated in the CDMA
Network Capacity Leasing Agreement and its annexes (including, but not limited to, the
governing law and methods for the settlement of disputes) to the Transferee, and the
Transferee hereby agrees to accept the transfer of the rights and obligations of the
Transferor under the CDMA Network Capacity Leasing Agreement.
 2.
    
    Once the Transferor has transferred its rights and obligations under the CDMA Network
Capacity Leasing Agreement to the Transferee, the Transferee shall immediately assume all the
rights and obligations of the transferor under the CDMA Network Capacity Leasing Agreement.
The transferor shall immediately no longer have such rights and obligations under the CDMA
Network Capacity Leasing Agreement that have been assumed by the Transferee.
 3.
    
    The Transferor confirms that pursuant to Article 21 of the CDMA Network Capacity Leasing
Agreement, Unicom Group and Unicom New Horizon have irrevocably agreed that the Transferor is
entitled to transfer its rights and obligations under the CDMA Network Capacity Leasing
Agreement to the Transferee and its subsidiaries or Unicom Red Chip and any of its
subsidiaries, and that the transfer by the Transferor of its rights and obligations under the
CDMA Network Capacity Leasing Agreement to the Transferee and its subsidiaries or Unicom Red
Chip and any of its subsidiaries is not subject to any further consent from Unicom Group and
Unicom New Horizon.
 4.
    
    Each of the parties hereto warrants that it has the rights, powers and authority to enter
into and perform this Agreement. This Agreement shall constitute legal, valid and binding
obligations to the parties.
 5.
    
    The Transferee agrees to retain and perform the Transferors past and future rights and
obligations under the CDMA Network Capacity Leasing Agreement pursuant to the terms and
conditions of the CDMA Network Capacity Leasing Agreement within the effective term of the
CDMA Network Capacity Leasing Agreement.
 6.
    
    Effectiveness




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6.1
    
    The shareholders general meeting of Unicom Red Chip approves the transfer by
the Transferor of its rights and obligations under the CDMA Network Capacity Leasing
Agreement to the Transferee pursuant to the applicable laws, regulations and listing
rules;6.2
    
    The conditions stipulated in Article 3 of the CDMA Network Capacity Leasing
Agreement have been fulfilled.
 7.
    
    Force majeureIf any party is unable to perform the relevant obligations under this Agreement and its
relevant annexes in accordance with the applicable provisions as a result of any force
majeure events the occurrence and consequence of which are unforeseeable or unavoidable and
cannot be overcome, such party shall immediately inform the other party of the situation
and within fifteen days of any such occurrence, provide the relevant details and valid
supporting documents for the failure or partial failure in performing or the reasons for
the postponement of the performance of the relevant obligations under this Agreement and the
related annexes. The parties shall negotiate with each other and decide whether to
terminate, partly waive or postpone the performance of such obligations according to the
extent of the impact of the force majeure events on the performance of the obligations.8.
    
    ConfidentialitySave as otherwise required by the laws or the relevant regulatory authorities, or for the
purpose of any disclosures to be made by Unicom A Share Company to the SSE or Unicom Red
Chip to The Stock Exchange of Hong Kong Limited, neither party shall be entitled to provide
or disclose any data or information relating to the operations of the other party to any
company, enterprise, organization or individuals without the permission in writing from the
other party.9.
    
    No waiverUnless otherwise required by the laws, no failure or delay by either party in exercising
any of its rights, powers or privileges shall be deemed to be a waiver of such rights,
powers or privileges, and any partial exercise of the rights, powers or privileges shall
not prejudice the future exercise of such rights, powers or privileges.10.
    
    NotificationAny notice relating to this Agreement shall be made in writing and delivered by




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one party hereto to the other party by hand, by way of facsimile or by mail. If such notice
is delivered by hand, it shall be deemed to have been served upon delivery. If it is sent
by facsimile, it shall be deemed to have been served when the fax machine indicates the fax
has been sent. If such notice is delivered by mail, it shall be deemed to have been served
on the third working day (extended in the event of any statutory holidays) after dispatch
of the mail. Any notice shall take effect once served.Addresses of the parties hereto:
 China United Telecommunications
Corporation Ltd.
    
    China Unicom Corporation LimitedAttention: Zhao Yilei
    
    Attention: Yang XiaoweiPostal address: 29/F, No. 1033

Changning Road, Shanghai
    
    Postal address: Room 1029, Level 10, No.
133A Xidan Beidajie, Xicheng District,
BeijingPostal Code: 200050
    
    Postal Code: 100032
 11.
    
    Governing lawThis Agreement is governed the PRC law and shall be construed and enforced in accordance
with such law.12.
    
    Settlement of disputesAll disputes resulting from the execution of this Agreement or relating to this Agreement
(including, but not limited to, the duration, rental or minimum rental for any extended
lease term) shall be settled by the parties through friendly negotiations. If an agreement
for the settlement of the dispute cannot be reached within thirty (30) days upon request by
one party for settling the dispute through negotiation, either party shall be entitled to
refer the dispute to China International Economic and Trade Arbitration Commission to be
solved through arbitration in Beijing by three (3) arbitrators pursuant to the then
effective arbitration rules. The language for arbitration shall be Chinese. The arbitration
decision shall be final and binding on both parties. Unless otherwise required by the
arbitration tribunal, the arbitration fees shall be borne by the losing party.13.
    
    Others
 13.1
    
    Upon reaching agreements through negotiation, the parties may amend or
supplement this Agreement and its annexes and all such amendments or supplements shall
take effect after executed in writing by the legal or authorized representatives of
the parties and sealed with their common seals.




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13.2
    
    This Agreement is severable, that is, if any article under this Agreement and
its annexes is confirmed to be in violation of the laws and unenforceable, this shall
not affect the validity and enforceability of any other articles of this Agreement and
its annexes.13.3
    
    This Agreement is signed in four copies with each party holding two copies.
All copies shall have equal legal status.




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/s/ Sun Qian
  /s/ Tong Jilu