**Exhibit 4.29**

 

(English Translation)

 

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#### **ComprehensiveServices Agreement**

#### ** **

#### ****

 

 

**Between**

** **

**China United Telecommunications Corporation**

** **

**And**

** **

**China United Telecommunications CorporationLimited**

** **

** **

** **

**March 24, 2005**

 

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##### **Contents**

 
| **1.**                                                                           | ** ** | **BASIC PRINCIPLES**                         | ** ** |
|----------------------------------------------------------------------------------|------------|----------------------------------------------|------------|
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **2.**                                                                           | ** ** | **BASIC CONTENTS OF COMPREHENSIVE SERVICES** | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **3.**                                                                           | ** ** | **PRICING PRINCIPLES AND PAYMENT**           | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **4.**                                                                           | ** ** | **TERM OF VALIDITY**                         | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **5.**                                                                           | ** ** | **STATEMENTS, UNDERTAKINGS AND COMMITMENTS** | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **6.**                                                                           | ** ** | **TRANSFER**                                 | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **7.**                                                                           | ** ** | **TAKING  EFFECT**                           | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **8.**                                                                           | ** ** | **FORCE  MAJEURE**                           | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **9.**                                                                           | ** ** | **CONFIDENTIALITY**                          | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **10.**                                                                          | ** ** | **NON-WAIVER**                               | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **11.**                                                                          | ** ** | **NOTIFICATION**                             | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **12.**                                                                          | ** ** | **LEGAL APPLICABILITY**                      | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **13.**                                                                          | ** ** | **DISPUTE RESOLUTION**                       | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **14.**                                                                          | ** ** | **MISCELLANEOUS**                            | ** ** |
| ** **                                                                       | ** ** | ** **                                   | ** ** |
| **ATTACHMENT 1: INTERCONNECTION AND  SETTLEMENT ARRANGEMENTS**                   | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 2: ROAMING ARRANGEMENTS**                                           | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 3: PROVISION OF TELEPONE CARD**                                     | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 4: PROCUREMENT OF EQUIPMENT**                                       | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 5: MUTUAL PROVISION OF PREMISES**                                   | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 6: LEASE OF TRANSMISSION CHANNEL**                                  | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 7: PROVISION OF INTERNATIONAL  TELECOMMUNICATIONS NETWORK GATEWAY** | ** ** |
| ** **                                                                       | ** ** |
| **ATTACHMENT 8 LEASING OF SATELLITE CAPACITY**                                   | ** ** |

 

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ThisAgreement is signed by representatives of the following parties in Beijing, thePeople’s Republic of China (“China”) on March 24, 2005:

 

(1)       Party A: China United TelecommunicationsCorporation (“Unicom Group”) Address:    Room 615, Tower 3

Office Building, Henderson Center

18, Jianguomennei Dajie

Beijing 

Legal Representative: ChangXiaobing

 

(2)       Party B: China United TelecommunicationsCorporation Limited (“A Share Company”)Address:    Floor 40, Jinmao Plaza

88, Century Road

Shanghai 

Legal Representative: ChangXiaobing

 

Whereas:

 

(1)       Unicom Group is a limited liability cosmpanyincorporated and validly existing under law and engaged in comprehensivetelecommunications business. Unicom A Share Company is a stock limited companyincorporated and validly existing under the laws of PRC, the shares of whichwere listed and traded on Shanghai Stock Exchange (“SSE”) from October 9, 2002,and a company in which Unicom Group holds 69,3224% of the equity interest;

 

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(2)       China Unicom Corporation Limited (“CUCL”) isa foreign-funded enterprise incorporated and existing under the laws of PRC, ofwhich China Unicom Limited (“Red-chip Company”) holds 100% of equity interest. Inorder for CUCL to offer GSM mobile communications services and othertelecommunications services(excluding CDMA service) in Beijing, Tianjin, Hebei,Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shandong, Hubei,Guangdong (“Twelve Provinces and Municipalities”), Unicom Group and CUCL signedon May 25, 2000 the Comprehensive Services Agreement (“the old ComprehensiveServices Agreement I”) to agree on matters including interconnection settlementarrangements, roaming arrangements, supply of special telecom cards,procurement of equipment, mutual provision of Premises, etc. In order for CUCLto offer CDMA service in the Twelve Provinces and Municipalities, Unicom Group andCUCL signed on November 22, 2001 the CDMA Network Comprehensive Services Agreement(“CDMA Comprehensive Services Agreement”);

 

(3)       UnicomNew Space Co. Limited (“Unicom NewSpace”) and CUCL signed on May 25, 2000 the Long distance Satellite Data ChannelLease Agreement (“Satellite Channel Lease Agreement”), under which CUCL shallrent the satellite digital circuits from Unicom NewSpace;

 

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(4)       On August 12, 2002, Unicom Group and A ShareCompany signed a memorandum of understanding on the transactions to beconducted after the listing of the shares of A Share Company (“ConnectedTransactions MoU”) between Unicom Group or its subsidiaries (excluding A ShareCompany and the subsidiaries held by A Share Company) and Red-chip Companyindirectly held by A Share Company and its subsidiaries. According to theunderstanding reached in the Connected Transactions MoU, in the event that thetransactions to be conducted between Red-chip Company itself or itssubsidiaries and Unicom Group or any of its subsidiaries (excluding A ShareCompany and the subsidiaries held by A Share Company) require approval of theminority shareholders of A Share Company under the Rules Governing the Listingof Shares on Shanghai Stock Exchange (“Rules of SSE”) applicable from time totime, which are deemed at the same time as connected transactions that requireapproval of the minority shareholders of Red-chip Company under the RulesGoverning the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Rulesof SEHK”) applicable from time to time, the above connected transactions shallbe conducted in a 2-step approach: (1) Unicom Group or any of its subsidiariesenters into an agreement on the intended transaction with A Share Company orChina Unicom (BVI) Limited (“Unicom BVI”), identifying the rights and obligationsof the 2 parties involved in the transaction under the agreement (including,but not limited to, approval of Unicom Group of the transfer of the rights andobligations of A Share Company or Unicom BVI under the agreement to Red-chipCompany or any of its subsidiaries); (2) A Share Company or Unicom BVItransfers its rights and obligations under the above mentioned agreement to Red-chipCompany or any of its subsidiaries;

 

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(5)       Pursuant to the arrangements made in theabove mentioned Connected Transactions MoU, and in order for Unicom New CenturyTelecommunications Corporation Ltd. (“Unicom New Century”) to offer mobilecommunications services in Jilin, Heilongjiang, Jiangxi, Henan, Sichuan, Shaanxiprovinces, Chongqing Municipality, Guangxi Zhuang Autonomous Region andXinjiang Uygur Autonomous Region (“9A Areas”), Unicom Group signed theComprehensive Services Agreement (“the old Comprehensive Services Agreement II”)with A Share Company on November 20, 2002. On the same day, A Share Companysigned the Agreement on Transfer of the old Comprehensive Services Agreement IIwith Unicom New Century to transfer all its rights and obligations under theold Comprehensive Services Agreement II to Unicom New Century;

 

(6)       Pursuant to the arrangements made in theabove mentioned Connected Transactions MoU, and in order for Unicom New World TelecommunicationsCorporation Ltd. (“Unicom New World”) to offer mobile communications servicesin Shanxi, Inner Mongolia, Hunan, Hainan, Yunnan, Ningxia, Gansu, Qinghai andTibet (“9B Areas”), Unicom Group signed the Comprehensive Services Agreement (“theold Comprehensive Services Agreement III”) with A Share Company on November 20,2003. On the same day, A Share Company signed the Agreement on Transfer of theold Comprehensive Services Agreement III with Unicom New World to transfer allits rights and obligations under the old Comprehensive Services Agreement IIIto Unicom New World;

 

(7)       Unless otherwise stated in this Agreement,the old Comprehensive Services Agreement I, CDMA Comprehensive ServicesAgreement, Satellite Channel Lease Agreement, the old Comprehensive ServicesAgreement II and its transfer agreement, the old Comprehensive ServicesAgreement III and its transfer agreement are collectively referred to as “theOld Comprehensive Services Agreement”.

 

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(8)       CUCLassimilated and merged with Unicom NewCentury on July 30, 2004, and the rights and obligations of Unicom New Centuryunder the old Comprehensive Services Agreement II have been inherited by CUCL.The Ministry of Commence has approved, pursuant to *MOC’S Approval of the Merging between China Unicom Corporation Limited andUnicom New World Telecommunications Co.Ltd.(*MOC[2005]No.258), of the merging between CUCL and Unicom New World. At present, CUCL is going through the rest ofthe legal procedures necessary for its merging with Unicom New World, upon completion of which Red-chip Company would have CUCLas its sole operating entity in China;

 

(9)       On November 22, 2004, Unicom Group signed theAmendment to Equipment Procurement Agreement separately with CUCL andUnicom New World (the amendments toequipment procurement agreements are hereinafter collectively referred to as “Amendmentto Equipment Procurement Agreement”), amending the settlement standard forequipment procurement service contained in the Old Comprehensive ServicesAgreement.

 

In line with the specificimplementation and amendment as of the day on which the old ComprehensiveServices Agreement came into effect, and through joint studies andconsultations, the 2 parties reached the following agreement on the basis ofequality and mutual benefit:

 

# **1.**         Basic Principles

# ** **

1.1       “Comprehensive Services” under this Agreementrefers to services and facilities provided by one party of this Agreement tothe other party or mutually provided by the parties of this Agreement, the cost(“service fees”) of which shall be paid by the receiver to the provider.

 

1.2       Provision of services and/or facilitieseither party under this Agreement to the other party is a kind of paidtransaction between the enterprises in their economic contacts. The providershall be entitled to charge reasonable service fees for the services and /orfacilities provided by it in line with fair market principles, and the receivershall fulfill its obligations to pay the service fees.

 

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1.3       The conditions on which either party of thisAgreement provides services and/or facilities to the other, as well as theservice quality, shall by no means be lower than those on which it provides thesame or similar services and/or facilities to any third party.

 

Either party of this Agreementmust abide by the principle of fair trade in exercising its rights orfulfilling its obligations under this Agreement.

 

1.4       In the event that either party of thisAgreement requires the other to increase the services and/or facilities underthis Agreement, the other party should try its best to provide the requiredservices and/or facilities on conditions not lower than those on which itprovides such services and/or facilities to any third party.

 

1.5       In the event that it is impossible to provideor provide fully the services and/or facilities under this Agreement due toreasons not incurred by one party, the said party shall notify the otherimmediately and try its best to help the other obtain the same or similarservices and/or facilities from other sources.

 

1.6       Provision of the services and/or facilitiesunder this Agreement must be compliant with the purposes as agreed by theparties as well as relevant national standards.

 

1.7       Should either party of this Agreement violatethe Agreement and thereby cause losses to the other party (including, but notlimited to, direct and indirect losses caused to the other party as the resultof such breach), the violating party shall assume the liability for breach ofcontract. However, it shall not assume any responsibility for losses caused byforce majeure.

 

1.8       Either party of the Agreement shall providenecessary and reasonable assistance to the other when the latter is fulfillingits obligations under this Agreement.

 

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# **2.**         Basic Contents of ComprehensiveServices

# ** **

2.1       Comprehensive services mutually provided bythe 2 parties of this Agreement and related arrangements are contained in thefollowing attachments:

 

Attachment1: Interconnection and Settlement Arrangements (mutually provided by the 2parties);

 

Attachment2: Roaming Arrangements (mutually provided by the 2 parties);

 

Attachment3: Supply of Telephone Cards (provided by Party A to Party B);

 

Attachment4: Equipment Procurement Services (provided by Party A to Party B);

 

Attachment5: Mutual Provision of Premises (mutually provided by the 2 parties);

 

Attachment6: Leasing of Transmission Channel (provided by Party B to Party A);

 

Attachment7: Provision of International telecommunication network Gateway (provided byParty A to Party B);

 

Attachment8: Leasing of Satellite Capacity (provided by Party A to Party B);

 

# **3.**         Pricing Principles and Payment

# ** **

3.1       The pricing principles and/or chargingstandards for service fees under this Agreement are separately contained in theattachments to this Agreement.

 

3.2       The specific amount of service fees underthis Agreement shall be calculated in line with accounting standards applicablefrom time to time in China.

 

3.3       Should the parties fail to agree on theamount of service fees under this Agreement, the matter shall be reported torelevant authority, which shall make a decision in line with the spirit andterms of this Agreement and pursuant to relevant state price policies andstipulations. The authority’s decision shall be deemed as final and binding forboth parties.

 

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3.4       The party that obtains services from theother shall pay service fees in time in line with the pricing principles andcharging standards contained in this Agreement and the attachments.

 

3.5       Should either of the two parties of thisAgreement fail to pay relevant service fees in due time as agreed, it shall pay0.05% of the payable amount as the daily overdue fine for as long as suchoverdue exists. The other party may notify the overdue party in written form ofsuspension of services concerned when the payment is overdue for 60 days.Should the overdue party fails to pay the service fees concerned within 30 daysafter receipt of the written notice, the other party may announce immediatetermination of the services concerned. However, suspension or termination ofthe services concerned shall not affect the parties’ rights and obligationsalready incurred or generated under this Agreement prior to such suspension ortermination.

 

3.6       In each October, the parties shall review thecharging standards for each service item and facility to be provided under thisAgreement in the next accounting year, as well as other terms, and sign asupplemental agreement.  Should theparties fail to agree on the terms of the supplemental agreement within theabove timeframe, the charging standards and relevant terms in effect in thecurrent year shall be applicable in the next accounting year before the 2parties reach an agreement or solve their differences in line with §3.3.

 

# **4.**         Term of Validity

# ** **

4.1       This Agreement shall remain valid for 2 years(“Term of Validity”), starting from January 1, 2005 after the requirements of Article7 under this Agreement are met.

 

4.2       Unless Party B notifies Party A in writtenform 60 days in advance that it will not extend the Agreement, this Agreementshall be extended for one more term upon expiration of its validity or extendedvalidity, on the prerequisite that relevant laws, regulations and otherregulatory rules apply.

 

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# **5.**         Statements, Undertakings andCommitments

# ** **

Each of theparties of this Agreement makes the following statements, undertakings and commitments:

 

5.1       That is has the full power and authority (including,but not limited to, approval, permission or license obtained from relevantgovernment authorities) necessary to sign this Agreement and its attachments;

 

5.2       That this Agreement and its attachments aredeemed as valid and binding and enforceable pursuant to their terms once signedand sealed as required in this Agreement;

 

5.3       That no terms and conditions of thisAgreement, nor those of its attachments, are against the laws and regulationsof the PRC.

 

# **6.**         Transfer

# ** **

6.1       On the basis of the terms and conditionsestablished in this Agreement and the arrangements made in ConnectedTransactions MoU, Party A irrevocably agrees Party B to transfer its rights andobligations under this Agreement to the subsidiaries of Red-chip Companyoperating business in Mainland China and that Party B needs no further consentfrom Party A for transfer of its rights and obligations under this Agreement toCUCL.

 

6.2       Once Party B has transferred its rights andobligations under this Agreement to the subsidiaries of Red-chip Companyoperating business in Mainland China, the said subsidiaries shall immediatelyinherit all of Party B’s rights and obligations under this Agreement and PartyB shall immediately terminate the relevant rights and obligations alreadyinherited by the said subsidiaries.

 

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# **7.**         Taking Effect

# ** **

This Agreement shall takeeffect as of the date agreed by the parties of the Agreement when the followingrequirements are met:

 

7.1       The shareholders’ meeting of A Share Companyapproves of the implementation of this Agreement in line with the laws,regulations and listing rules, as applicable to it.

 

7.2       The shareholders’ meeting of Red-chip Companyapproves of the transfer by Unicom A Share Company of its rights and obligationsunder this Agreement to CUCL in line with the laws, regulations and listingrules, as applicable to it.

 

# **8.**         Force Majeure

# ** **

Shouldeither party fails to fulfill relevant obligations under this Agreement andrelated attachments in line with the agreed requirements because ofunpredictable force majeure events the occurrence and consequences of which canneither be avoided nor overcome, it shall immediately notify the other partyand provide within 15 days relevant details as well as valid evidence to showthat fulfillment of relevant obligations or part of the obligations under thisAgreement and related attachments is impossible or that fulfillment of suchobligations needs to be postponed. The 2 parties shall negotiate with eachother and decide whether to suspense such obligations, partially exempt theother party from such obligations or postpone the fulfillment of suchobligations on the basis of the extent to which fulfillment of such obligationsis affected by the force majeure event.

 

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# **9.**         Confidentiality

# ** **

Unless otherwise stipulated or required bythe law or relevant regulatory authorities, and except for the purpose ofinformation disclosure by A Share Company and Red-chip Company to the securitiesregulatory authority, neither of the 2 parties is allowed to provide ordisclose materials and information related to the other party’s business to anycompany, enterprise, organization or individual without written permission fromthe other party.

 

# **10.**      Non-waiver

# ** **

Unlessotherwise stipulated by the law, failure or delay of either party to exercisethe rights, powers or privileges entitled to it under this Agreement shall notbe deemed as waiver of such rights, powers or privileges, and exercising partof such rights, powers or privileges shall not hamper exercising of suchrights, powers or privileges in the future.

 

# **11.**      Notification

# ** **

Anynotification related to this Agreement shall be made in written form and sentby one party of this Agreement to the other, either via a special courier, orby fax, or by postal delivery, to the other party. Such notification is deemedas delivered upon delivery via a special courier, or when the sender’s faxmachine indicates that the pages have been transmitted if it is sent by fax, oron the 3rd working day(excluding legal holidays)after it is mailed.Any notification shall be deemed as valid upon delivery.

 

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The following are addresses ofthe 2 parties of this Agreement to be used for the purpose of suchnotification:

 
| **China United Telecommunications   Corporation** | ** **           | **China United Telecommunications   Corporation Limited** |
|---------------------------------------------------|----------------------|-----------------------------------------------------------|
| ** **                                        | ** **           | ** **                                                |
| Addressee: Yi Yongji                              |                 | Addressee: Zhao Yilei                                     |
| Address: Room 1167, Floor 11                      |                 | Address: Floor 40, Jinmao Plaza                           |
|                                              | 133A, Xidanbei Dajie |                                                      |   | 88, Century Road |
|                                              | Xicheng Disctrict    |                                                      |   | Shanghai |
|                                              | Beijing              |                                                      |   |   |
| PC: 100032                                        |                 | PC: 200121                                                |

 

# **12.**      Legal Applicability

# ** **

ThisAgreement is subject to the jurisdiction of the laws of the PRC and shall beinterpreted and implemented pursuant to the laws of the PRC.

 

# **13.**      Dispute Resolution

# ** **

Except asotherwise prescribed in Article 3.3 of this Agreement, any dispute between thetwo parties of this Agreement on the validity, interpretation or implementationof this Agreement shall be first resolved through friendly consultations.Should such consultations fail within 30 days after such dispute arises, eitherof the 2 parties has the right to file a suit to the people’s court ofcompetent jurisdiction.

 

# **14.**      Miscellaneous

# ** **

14.1     The Old Comprehensive Services Agreement,Satellite Lease Channel Agreement and the Amendment to Equipment ProcurementAgreement terminate immediately once this Agreement takes effect.

 

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14.2     Attachments 1-8 to this Agreement areintegral parts of this Agreement and of equal validity as the text of thisAgreement. The arrangements made in the Attachments to this Agreement shallprevail if found inconsistent with the text of this Agreement.

 

14.3     Upon consensus, the 2 parties may amend orsupplement this Agreement and its Attachments, and all such amendments orsupplementations come into effect only when signed and sealed by the legalrepresentatives of the 2 parties or their authorized representatives.

 

14.4     This Agreement is severable. Namely, if anyprovision of this Agreement and its Attachments are held illegal orunenforceable, the effect and enforcement of other provisions of this Agreementand its Attachments shall remain unaffected.

 

14.5     This Agreement has 4 original copies, two foreach party, with each copy of equal legal effect.

 

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(No text on this page)

 

**China United TelecommunicationsCorporation(sealed)**

 
| Legal representative or his  authorized representative: | /s/ Shang Bing |   |
|---------------------------------------------------------|----------------|--------|

 

 

 

**China United Telecommunications CorporationLimited(sealed)**

 
| Legal representative or his  authorized representative: | /s/ Sun Qian |   |
|---------------------------------------------------------|--------------|--------|

 

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# **Attachment 1: Interconnection andSettlement Arrangements**

# ** **

1.         Types of Interconnection

 

Party A andParty B agree to interconnect the various types of telecom networks owned bythem, currently including their cellular mobile telephone networks and othertelecom networks, for the purpose of offering mobile communications servicesover these networks.

 

2.         Technical Rules and Technical Specificationson Interconnection, Sharing of Interconnection Costs and Project Construction

 

2.1       The above-mentioned types of interconnectionbetween the 2 parties shall be compliant with the technical rules and technicalspecifications on interconnection established by state communicationsauthority.

 

2.2       The 2 parties shall negotiate with each otheron issues with respect to methods for sharing of the interconnection costs andproject construction.

 

3.         Obligations of the Parties

 

3.1       The 2 parties shall guarantee that thequality of inter-network communications is by no means lower that that of thesame service offered respectively within their own network.

 

3.2       If technologically feasible, and upon requestof the other party, either party of this Agreement shall unconditionally andpromptly provide to subscribers in the other party’s relevant network thetelecom services(including special service, intelligent service, etc.) itprovides to subscribers in its own network, and meanwhile guarantee servicequality.

 

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4.         Network Management and Adjustment

 

4.1       Either party of this Agreement shall notifythe other party 6 months in advance of any potential impact on thecommunications made by the other party’s subscribers caused by its networkexpansion and restructuring.

 

4.2       Either party of this Agreement shall notifythe other party 30 days in advance of any potential impact on thecommunications made by the other party’s subscribers caused by its adjustmentof intra-network routing organization, trunk circuits, signaling mode, officedata, software versions, etc.

 

4.3       Upon request of the other party, either partyof this Agreement shall provide timely coordination for the adjustment made bythe other party of its inter-network routing organization, trunk circuits,signaling mode, office data, software versions, etc. and meanwhile guaranteethat the quality of inter-network communications meet relevant requirements.

 

5.         Maintenance, Technical Faults and FaultElimination

 

5.1       The 2 parties shall conduct networkmaintenance and guarantee normal operation of the entire network in line withrelevant rules published from time to time by state communications authority.

 

5.2       Neither party is allowed to cut inter-networkcommunications without permission from the other party.

 

5.3       The 2 parties shall take immediate andeffective measures to restore communications when inter-network communicationsbreaks down or is seriously unsmooth.

 

6.         Settlement and Payment of Call Charges

 

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6.1       Settlement Principles

 

(1)         Settlement of the interconnection between themobile communications networks of the 2 parties

 

With respect to mobile callsbetween different provinces, settlement can be made by one of the following twomethods whichever is more favorable to Party B:

 

(i) The mobile communicationsnetwork from which the outgoing calls originate and the mobile communicationsnetwork which receives the incoming calls shall each retain 4% of the longdistance call fee incurred, and the remaining 92% shall be credited to Party B;

 

(ii) Please refer to thesettlement standard stipulated in the *NoticeConcerning the Issues of the Measures on Settlement of Interconnection betweenPublic Telecommunications Networks and Sharing of Relay Fees*(MIIDOC[2003]454) promulgated by the Ministry of Information Industry on October28, 2003.

 

(2)         Settlement of other interconnection betweenthe networks of the 2 parties

 

The 2 parties agree to settle allthe other interconnections between their networks on the basis of thestipulations of the*Notice Concerning theIssues of the Measures on Settlement of Interconnection between PublicTelecommunications Networks and Sharing of Relay Fees* promulgated bythe Ministry of Information Industry on October 28, 2003.

 

(3)         The 2 parties further agree that if thesettlement methods (and their amendments from time to time) formulated by relevantgovernment authorities in respect of similar interconnections between theirnetworks are more favorable to Party B when compared with the above-mentionedinterconnection settlement arrangements, the settlement shall be conductedpursuant to such methods.

 

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6.2       Billing Principles

 

Interconnection settlement shallbe based on Party B’s billing information. In the event that the error rate of thebilling data contained in the 2 parties’ billing information exceeds 3%, the 2parties shall negotiate with each other and fix the basis of interconnectionsettlement.

 

6.3       Delivery of Billing Information andSettlement

 

(1)       Settlement of the interconnection between themobile communications networks of the 2 parties

 

The 2 parties agree to reportcall charge data to the clearing center affiliated to party B(“Clearing Center”)by the 25th day of each month according to the requirements of theClearing Center, which will aggregate and process the data and compile intra-networkclearing statement.

 

The 2 parties agree to conductsettlement once a month on the basis of the above-mentioned intra-networkclearing statement compiled by the Clearing Center.

 

(2)       Settlement between mobile network and fixednetwork

 

The affiliates of the 2 partiesshall conduct settlement directly and once a month on the basis of thesettlement principles stipulated in this Attachment, as agreed by the 2parties.

 

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# **Attachment 2: Roaming Arrangements**

 

1.         As Party A and Party B are respectivelyoffering mobile telephone service within their own service areas, they agree onthe following arrangements in order to realize roaming for their subscribers:

 

1.1       The 2 parties agree to make automatic roamingarrangements for their mobile telephone networks, that is, the mobile telephonesubscribers of either party can initiate and receive calls in the other party’sservice areas.

 

1.2       The 2 parties agree that the mobilesubscribers using roaming service shall pay roaming fees at the agreed rate ofRMB0.60 yuan per minute of use for both incoming and outgoing calls on thebasis of MII guidelines.

 

(1)       If Party B’s mobile subscribers roam in PartyA’s service areas, Party B shall be entitled to collect roaming fees, whichshall be apportioned in the following way: (i)RMB0.40 yuan shall be paid toParty A; and (ii) RMB0.20 yuan shall be retained by Party B.

 

(2)       If Party A’s mobile subscribers roam in theTwelve Provinces and Municipalities, 9A Areas and 9B Areas, Party A shall beentitled to collect roaming fees, which shall be apportioned in the followingway: (i)RMB0.56 yuan shall be paid to Party B; and (ii) RMB0.04 yuan shall beretained by Party A.

 

2.         Roaming with the mobile telephone networks ofother domestic and/or international mobile communications carriers (hereinaftercollectively referred to as “other carriers” in this Attachment)

 

2.1       Party A agrees to make necessary arrangementsso that Party B can realize roaming via the mobile telephone networks of othercarriers; Party B agrees to provide its entire long distance backbone networkfor the above-mentioned roaming purpose.

 

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2.2       The 2 parties agree to provide roaming andconduct settlement with other carriers on the basis of the roaming agreementsentered into by Party A and other carriers.

 

2.3       If Party A’s mobile subscribers roam in thenetwork of a 3rd party mobile communications carrier pursuant toParty A’s international roaming arrangements, or if other carriers’ subscribersroam in Party A’s network pursuant to these arrangements, Party B shall beentitled to receive 50% of the total roaming revenues pursuant to theseinternational roaming arrangements.

 

3.         The affiliates of the 2 parties shall conductsettlement directly and once a month on the basis of the settlement principlesstipulated in this Attachment, as agreed by the 2 parties.

 

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# **Attachment 3: Provision of TelephoneCard**

# ** **

1.         Service Scope for Provision of Telephone Card

 

In light ofthe actual needs, Party B requests Party A to provide, through its controllingsubsidiary----Unicom XingYe Technology and Trade Co., Ltd. or othersubsidiaries of Unicom Group, various kinds of calling cards (hereby refer totelecom card), including SIM cards, UIM cards, IP telephone cards, longdistance telephone card and rechargeable calling cards (collectively in thisAttachment referred to as “Telecom Cards”).

 

2.         Number of Telecom Cards

 

2.1       Planning for Annual and Periodical CardOrdering

 

(1)       Based on its yearly service development plan,Party B shall submit its annual plan in each October to Party A to order TelecomCards for next year.

 

(2)       Party B shall confirm its card ordering planfor the period from May to August in February, from September to December in Mayand from next January to April in September. Unless in case of Force Majeure, Party A shall provide Telecom Cards asagreed in the card ordering plan by Party B.

 

2.2       Urgent or Temporary Card OrderingParty B is entitled to propose adjustment to the above card ordering plan.Party A shall make its best to meet the urgent or temporary requirement arisingfrom such adjustment and confirm whether it is capable of providing therequired Telecom Cards within three days after being informed.

 

3.         Price of Telecom Cards

 

3.1       It is agreed that charges for the supply ofthese Telecom Cards are based on the actual cost of Party A (including the costof import of specific Telecom Cards, manufacturing cost and cost of issuingspecific Telephone Cards) together with a margin over cost to be agreed fromtime to time but in any case not exceed 20 percent of the cost and subject toappropriate discount.

 

3.2       Party A is entitled to ask for less than 10percent of basic card price for urgent or temporary card ordering beyond thescope of the ordering plan.

 

3.3       Both parties agree to review and determinethe sales price of each telecom card in each December.

 

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4.         Delivery Time and Venue

 

Party Ashall deliver the telecom card to designated places at required time as set inthe card ordering plan and the urgent or temporary card ordering plan.

 

5.         Quality of Telecom Card

 

5.1       Party A shall guarantee that the quality ofthe telecom card complies with the standard made by relevant governmentauthorities and provide necessary evidence.

 

5.2       Party A shall guarantee that the card numberand password are generated in a secure and reliable environment and ensure thatthey are scientific, secure and private.

 

5.3       In case Party B raises any disagreement interms of the quality within five days after receiving the telecom card, Party Ashall replace and/or fix the inferior telecom card (which is not caused byParty B) to make it comply with related standard and requirement of Party B.

 

5.4       In case Party B suffers a loss due to qualityproblems of the telecom card, which are not detected even after reasonableefforts of Party B, Party A shall indemnify all the direct losses induced bythe inferior quality.

 

6.         Payment

 

6.1       Party B shall pay 15 percent of the totalvalue of the ordered Telecom Cards as prepayment at the time of confirming itsordering plan.  Party B shall pay the rest 85 percent of the total of the ordered Telecom Cardsat the time of delivery of all the card by Party A as agreed in the plan.

 

6.2       Payment for Temporary or Urgent CardsAfter getting the confirmation of temporary or urgent cards ordering from PartyA, Party B shall pay the price in full, including the urgent charge and askParty A to make timely delivery of the Telecom Cards.

 

7.         Other Telecom Cards

 

Party B mayrequest Party A to provide other Telecom Cards in light of the needs forservice development. Party A shall give comprehensive consideration based onthe possibility of applying the specific technology and services and provide thecards after having feasible solutions.

 

It is agreedthat issues such as the number, price and payment of other Telecom Cards shallbe negotiated. The price of the relevant cards shall be set in accordance withthe actual cost of the card plus less than 20 percent of the profit margin.

 

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### **Attachment4: Procurement of Equipment**

### ** **

1.         Scope of Equipment Procurement

 

In light ofthe actual needs, Party B requests Party A (through its controlling subsidiary—Unicom I/E Co) to act as its agent responsible for procurement of telecomequipments and other materials from both home and abroad. Unicom I/E Co. agrees to provide comprehensive procurement services in light ofthe requirement of Party B, including services on tenders, consultation andagency services. Unicom I/E Company may commission other controllingsubsidiaries of Party A to provide equipment procurement services.

 

2.         Process of Equipment Procurement 

 

Both Party agree that Unicom I/ECo provides equipment procurement services to Party B based on *Notice on Unified Operation of Import and ExportServices* (China Unicom Trade No.[1994] 001) *Regulations of China United TelecommunicationsCorporation on Unified Procurement of Equipments* (Trial) (ChinaUnicom Trade No. [1995] 380), *Regulations onUnified Procurement of Equipments and Facilities*(China Unicom TradeNo. [1996] 131) *Method for EquipmentProcurement of China Unicom* (China Unicom Trade No.[1998] 059) andother agreed applicable documents.

 

3.         Service Fee and Payment for EquipmentProcurement

 

3.1       Party B shall pay Unicom I/E Co. service feefor equipment/material procurement.

 

(1)       In the case of imported equipment, a servicefee of 0.55 percent of the contract value with an amount of up to US$30 million(inclusive) and an service fee at 0.35 percent of the contract value with anamount in excess of 30 million. (Including bank charge)

 

(2)       In the case of domestic equipment with UnicomI/E Company as an agent, an service fee at 0.25 percent of the contract valuewith an amount of up to RMB200 million (inclusive) and a service fee at 0.15percent of the contract value with an amount in excess of RMB200 million.

 

(3)       Unicom I/E Co has agreed not to charge feesin respect of procurement of transmission and auxiliary equipment of switches,dry-cell batteries, diesel oil engines, non-stop power supply, air-condition ingenerator rooms and fiber optical cables.

 

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3.2       Party B agrees to pay service fee to UnicomI/E Co every month. 

 

In caseservice fee is overdue, Party B shall pay 0.5 percent of the overdue value aspenalty to Unicom Import and Export for each day.

 

4.         Party A shall urge Unicom I/E Co to giveequal treatment to Party B as it gives to Party A in terms of price and otherimportant terms and conditions.

 

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# **Attachment 5: Mutual Provision ofPremises**

# ** **

1.         Mutual Provision of Premises and Purpose

 

1.1       It is agreed that one party may provide itsown premises (self-owned premises) or premises acquired from a third party(including premises, air-conditioning, power generating equipment, engineequipments and other relevant auxiliary equipments) to the other party upon therequest of the other party from time to time.

 

1.2       One party may use the above premises of theother party as offices, sales outlets and operation etc.

 

2.         Charge and Payment

 

2.1       In case one party uses the above self-ownedproperties provided by the other party, the usage fee shall be determined onthe basis of the depreciation cost or the market price of similar premises inthe place where the premises are located, whichever is lower. Party B may chooseto collect the premise usage fee from Party A at the market price in the placewhere the premises are located. In case one party under this agreement uses the premises of a third partyprovided by the other party, the two parties shall share the actual payment ofthe usage fee to the third party on pro rata basis.

 

2.2       One Party under this Agreement shall pay theabove premise usage fee within 15 days after the end of each month.

 

2.3       In case of overdue payment of service fee,0.05 percent of the overdue value will be collected as fine for each day.

 

3.         Commitment and Guarantee

 

Party Aguarantees to provide its self-owned premises and premises from a third party(including premises and auxiliary facilities) to Party B. In case ofdisagreement on premise ownership and/or usage right in Party A, for any reasonand in any circumstances, which disenables rights of Party B under thisAttachment or causes other losses, Party A agrees to undertake and indemnifyall the losses thereby suffered by Party B.

 

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# **Attachment 6: Lease ofTransmission Channel**

# ** **

1.         LeasingObject and Scope

 

Within reasonable scope, Party B agrees tolease all the transmission line capacity necessary for communications serviceto Party A and/or its subsidiaries in light of the needs of Party A.

 

2.         LeasingAmount

 

The two parties confirm the amount of theleased transmission capacity every 12 months.

 

3.         LeaseFee and Payment

 

3.1       Thetwo parties may determine, on the basis of the current tariff standard made bygovernment authorities, certain amount of discount from the transmissioncapacity lease fee within allowable range (10 percent). However, the discountgiven to Party A shall not be greater than that given to a third party undersimilar situation.

 

3.2       Incase government authorities revise the related tariff standard, the two partiesagree to make necessary adjustment to the discount ratio.

 

3.3       PartyA shall pay the lease fee timely and in full amount within 15 days after theend of each month.

 

3.4       Incase of overdue payment of lease fee, Party A shall pay a fine of 0.05 percentof the overdue value for each day.

 

4.         QualityGuarantee and Failure Handling

 

4.1       PartyB guarantees that the leased transmission line capacity is consistent with thestandard and regulations made by government authorities.

 

4.2       PartyA guarantees that its communications equipments connected to Party B isconsistent with the quality standard and technical requirement made bygovernment authorities.

 

4.3       PartyB shall guarantee the security of leased transmission line capacity.

 

5.         Outstandingissues under this Attachment shall be implemented on the basis of relatedregulations on leasing service of transmission line capacity made by lessor inaccordance with law, but shall get confirmation from lessee first.

 

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# ** **

# **Attachment 7: Provision of InternationalTelecommunications Network Gateway**

# ** **

1.         ServiceScope of International Telecommunications Network Gateway

 

1.1       PartyA owns and operates international communications network gateway located inGuangzhou, Shanghai and Beijing (under construction).

 

1.2       PartyB needs international telecommunications network gateway to provide relevantservices (such as automatic international roaming signal transfer service formobile phone etc), and Party A agrees to provide services based on therequirement of Party B.

 

1.3       PartyB shall retain all the revenues arising from the provision of international communicationsnetwork gateway for its own benefits.

 

1.4       PartyA has undertaken not to provide international telecommunication network gatewayservices to other third parties.

 

2.         ChargingStandard for International Telecommunications Network Gateway and Payment

 

2.1       Theservice fee paid by Party B to Party A is calculated by the following formula:

 

All the actual cost of operating and maintaining the internationaltelecommunication network facilities ( including the depreciation cost)×(1+10%)

 

2.2       Paymentof Service Fee of International Telecommunications Network Gateway

 

Party B shallpay the related service fee to Party A within 15 days after the end of eachmonth.

 

2.3       Incase of overdue payment of service fee, Party B shall pay a fine of 0.05percent of the overdue value to Party A for each day.

 

3.         QualityGuarantee and Failure Handling

 

3.1       PartyA guarantees that its international telecommunication network gatewayfacilities comply with the standard and regulations of government authoritiesand that it shall operate and maintain the gateway pursuant to the technicalspecification standard established from time to time by government authorities.

 

3.2       PartyB guarantees that its facilities that access to the internationaltelecommunication network gateway comply with the technical specificationstandard established by government authorities

 

3.3       Incase Party A is justified to make adjustment to the internationaltelecommunication network gateway, it shall notice Party B first and makeappropriate arrangement to ensure the normal business of Party B.

 

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3.4       PartyA shall provide a team to handle failure reports from Party B around the clockand arrange for handling the failure. In case of detecting the failure orreceiving the failure reports from Party B, Party A shall organize recovery andparty B shall dispatch people to give assistance. Party A guarantees to recoverrelated equipments of the failed international telecommunication networkgateway within the time limit of recovery as stipulated in the nationalmaintenance procedure,

 

**3.5****      **In case the business of Party B is affecteddue to the problem of international telecommunication network gateway, Party Ashall undertake all the direct loss and reasonable indirect loss suffered byParty B.

 

**4.****        **In case Party B legitimately owns theinternational telecommunication network gateway in the future, Party A agreesto transfer the gateway to Party B as it requires.

 

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# **Attachment 8 Leasing of SatelliteCapacity**

# ** **

1.         TerminalEquipments

 

The satellite earth station systems built byParty A in Beijing, Shanghai, Guangzhou, Huhehaote, Xining, Urumqi, Lanzhou, Xi’an,Jinan, Taiyuan, Chongqing, Yinchuan, Fuzhou, Guiyang, Haikou, Kunming, Nanning,Chengdu and Shenyang were already put into operation. Tests have shown thatthese systems comply with the technical requirement for long distance roamingconnection in GSM mobile communications network of Party B.

 

2.         LeasedCircuits

 

2.1       The2M of digital circuits leased by Party A to Party B is attached in theAttachment.

 

2.2       PartyB and/or its subsidiaries may request to increase the types and number ofleased circuits, in light of the needs for service development, (includingwithout limitation VSAT satellite data circuits for paging service). Party Ashall lease such circuits to Party B and/or its subsidiaries pursuant to theprinciple and applicable terms and conditions of this Agreement and providenecessary supporting equipments.

 

3.         LeaseFee

 

3.1       Themonthly lease fee for every 2M digital circuits is based on the tariff standardfor satellite digital circuits established by government authorities from timeto time, less a discount of 10 percent or even a greater discount no less thanthat provided by a third party for leasing similar circuits.

 

3.2       PartyB shall pay related service fee to Party A within 15 days after the end of eachmonth.

 

3.3       Withinthe term of validity of this Agreement, the circuits lease fee under thisAgreement shall be changed accordingly in case government authorities makeadjustment to the tariff of satellite digital circuits.

 

4.         EquipmentMaintenance and Circuits Failure Handling

 

4.1       Itis the obligation of Party A to maintain the equipments and guarantee thesmooth operation of the leased circuits. Party A shall strictly implement the*Satellite Communications Maintenance Regulation*issuedby MPT Doc. [1994] 763 and other related regulations to ensure smooth operationof the circuits, so as to meet Party B’s demand for normal operation.

 

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4.2       PartyA shall set up a special team responsible for receiving and handling circuitsfailure reports from Party B. Once Party A detects circuits failure or receivesfailure reports from Party B, Party A shall remove the failure in 2 hours if itis an ordinary failure and in 24 hours if it is a special failure.

 

4.3       Incase Party A needs installation of satellite earth station and relatedfacilities, Party B shall provide necessary venue and supporting equipments.

 

Party A may sign an agreement on themaintenance of the satellite earth station with relevant affiliates of Party B.

 

5.         Adjustmentto Circuits Direction

 

In case Party B needs to change the direction of the circuits duringthe term of this Agreement, Party A shall make adjustment in line with therequirement of Party B, and Party B shall undertake relevant cost. During theadjustment period to move the satellite earth station equipments, the lease feeis calculated on the basis of the standard established in this Agreement.

 

6.         DropoutLiability

 

6.1       Incase of circuit dropout caused by dropout of satellite transponder, Party Ashall reduce its lease fee imposed on Party B in the following way:

 
| **Duration of dropout**                                                                               | ** ** | **Lease fee to be Reduced (based on  daily lease fee)** |
|-------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| Within 30 Minutes                                                                                     |       | no reduction                                            |
| 30 minutes — 3 hours (not including 3 hours)                                                     |       | reduce by 1/10 of daily lease fee                       |
| 3—6 hours (not including 6 hours)                                                                |       | reduce by 1/5 of daily lease fee                        |
| 6—9 hours (not including 9 hours)                                                                |       | reduce by 2/5 of daily lease fee                        |
| 9-10 hours (not including 10 hours)                                                                   |       | reduce by 3/5 of daily lease fee                        |
| 10-15 hours (not including 15 hours)                                                                  |       | reduce by 4/5 of daily lease fee                        |
| 15-24 hours (not including 24 hours)                                                                  |       | reduce by 100% daily lease fee                          |
| Duration of dropout within 3 hours in succession (excluding 3 hours  or over 3 hours) is accumulated. |

 

6.2       Incase of circuit dropout lasting more than 2 hours due to failure of satelliteearth station facilities, the lease fee for the actual accumulated duration ofthe dropout shall be deducted (calculated by 1/365 each day) from the actuallease fee, together with a penalty equivalent to the lease fee for the sameduration. The lease fee and penalty shall be credited to payable lease fee forthe second half of the year.

 

6.3       Incase of dropout caused by failure of the transmission circuits or transmissionequipment between the interface of satellite earth station and interface of MOswitch, Party A undertakes no responsibility.

 

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7.         Liabilityfor Breach of Contract

 

7.1       Duringthe term of the Agreement, Party A is entitled to terminate the agreement,withdraw circuits and ask for compensation from Party B in case of either ofthe following,

 

(1)       PartyB re-leases, transfers or re-lends the circuits to any third party withoutpermission of Party A;

 

(2)       PartyB fails to pay the lease fee after the payment has been overdue for 30 days.

 

7.2       Duringthe term of the Agreement, Party B may terminate the agreement, cease to pay thelease fee and ask for compensation from Party A in case of either of thefollowing

 

(1) Party A re-leases, transfers or re-lends the circuits withoutpermission from Party B;

 

(2) Party A cuts the circuits without permission from Party B (exceptfor the reasons listed in Article 6 under this Attachment)

 

8.         Implementation of the outstandingissues under this Attachment shall be based on related regulations on leasingservices of the satellite long distance digital circuits established by Party Ain accordance with laws, subject to confirmation of Party B in advance.

 

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