Exhibit 4.39
 Framework Agreement for Interconnection Settlement
  China Network Communications Group Corporation
 &
 China Unicom Corporation Limited
  Party A:
    
    China Network
Communications Group Corporation(hereinafter referred to as Netcom Group)Registered Address:
    
    No. 156, Fu Xing Men Nei Street, Xicheng District, BeijingLegal Representative:
    
    Zhang ChunjiangParty B:
    
    China Unicom Corporation Limited(hereinafter referred to as CUCL)Registered Address:
Legal Representative:
    
    Level 12, Tower A, Henderson Center, No. 18, Jian Guo Men Nei
Avenue, Beijing 
Chang Xiaobing
 Whereas:
 (1)
    
    Netcom Group is a state owned enterprise duly incorporated and validly existing under the
laws of the PRC;(2)
    
    CUCL is a foreign funded enterprise duly incorporated and validly existing under the laws of
PRC, whose equity is 100% held by China United Telecommunications Corporation Limited (the
Unicom Red-chip Company, a company duly incorporated and validly existing under the laws of
the Hong Kong Special Administration Region and dually listed on the Hong Kong Stock
Exchange). Approved by the former Ministry of Information Industry (MII) of the PRC, CUCL is
mainly engaged in nationwide provision of international and domestic long-distance
communications services (excluding international telecommunications facilities services);
Internet services and IP Telephony services; as well as mobile communications services in 31
provinces, autonomous regions and municipalities, including Beijing, Tianjin, Shanghai,
Liaoning, Hebei, Shandong, Jiangsu, Zhejiang, Fujian, Guangdong, Hubei, Anhui, Sichuan,
Guizhou, Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin, Jiangxi, Shanxi,
Inner Mongolia, Hunan, Hainan, Yunnan, Ningxia, Gansu, Qinghai and Tibet;(3)
    
    On May 24, 2008, the Ministry of Industry and Information Technology, the National
Development and Reform Commission and the Ministry of Finance jointly issued the Notice on
Deepening the Reform of Chinas Telecommunications System, which is seen as the guidepost for
the Chinese government to deepen the reform of its telecommunications system by endorsing the
formation of three leading competitive carriers with nationwide network resources, similar
size and strength and
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the capacity of full service operation. In the above notice, China Telecom is encouraged to
buy China Unicoms CDMA network and China Unicom is encouraged to merge with China Netcom. As
a response to the call for deepening the reform in regard to telecommunications
restructuring, the Unicom Red-chip Company is to merge with Netcoms red-chip counterpart via
an agreement (the Merger Transaction). Following the merger, the Netcom Red-chip Company
will withdraw from the Hong Kong Stock Exchange and the New York Stock Exchange to become a
wholly owned subsidiary of the Unicom Red-chip Company;(4)
    
    In its operations of telecommunications services, Party B needs to make the interconnection
settlement to Netcom Group.On the basis of equity and fairness and following friendly consultation, Party A (including
Party As branches, subsidiaries and other units under its control, but excluding the Netcom
Red-chip Company and its affiliates, subsidiaries and other units under its control, the same
below) and Party B (including Party Bs branches, subsidiaries and other units under its
control, the same below) enters into this Framework Agreement on interconnection settlement
and other related matters as follows:1.
    
    Basic principles
 1.1
    
    The services and/or facilities from one party to the other pursuant to this
Framework Agreement are regarded as paid business transactions between the two parties.
Based on the principle of equity and fairness, the party is entitled to charge the other
party a reasonable amount of service fees for the services and/or facilities. The other
party shall honour the obligation of payment.1.2
    
    The services and/or facilities from one party to the other pursuant to this
Framework Agreement shall be no less favourable than those granted to any other
third-party as and when the same or similar services and/or facilities are provided.1.3
    
    If one party requests the other to provide more services and/or facilities under
this Framework Agreement, the other party shall make its best efforts to provide extra
services and/or facilities as required. The conditions governing the services and/or
facilities shall be no less favourable than those granted to any other third-party as
and when the same or similar services and/or facilities are provided.1.4
    
    The provision of services and/or facilities under this Framework Agreement shall
comply with the purpose of use provided in this Framework Agreement as well as relevant
state standards.1.5
    
    In the event of losses incurred to either party as a result of breach of this
Framework Agreement, the party in breach shall claim in time full responsibilities with
regard to the breach (including but not limited to direct or indirect losses inflicted
upon the other party). However, if the loss in question is caused by force majeure, no
party shall be held responsibilities.1.6
    
    During implementation of the obligations prescribed in this Framework Agreement
by either party, the other party shall undertake to provide assistances where necessary.1.7
    
    It is confirmed that the two parties are obligated to take further actions and
measures where necessary to ensure the realization of the purposes and provisions
prescribed in this Framework Agreement. Moreover, the provisions relating to connected
transactions in the listing rules of the Hong Kong Stock Exchange will be observed when
Party B emerges as a subsidiary of the Unicom Red-chip Company.
 2.
    
    Interconnection and settlement types
 2.1
    
    The two parties agree to realize interconnection of various telecommunications
networks.2.2
    
    The two parties agree to make settlement of domestic and international voice
services in accordance with the provisions of the Agreement.
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3.
    
    Rules of the Internet technology, technical specifications, Internet access charges sharing
and project construction
 3.1
    
    The above-mentioned interconnection of the two parties shall comply with the
Internet technical rules and technical specifications of the state telecommunications
administration.3.2
    
    The two parties should refer to the relevant regulations of the state
telecommunications administrator and determine the settlement methods of the
interconnection cost and project construction through negotiation.
 4.
    
    Obligations of the two parties
 4.1
    
    The two parties shall ensure the quality of inter-network communications is not
poorer than that of their respective intra-network communications.4.2
    
    Where technically feasible, any party to this Framework Agreement that provides a
variety of telecommunications services to its intra-network subscribers, shall upon the
other partys request, provide the same services to the other partys subscribers
unconditionally and timely and ensure quality of service.4.3
    
    Party A has the obligation to provide the auditor of Unicom Red-chip Company with
accounting records of Party A and its connected persons on the transaction details.
 5.
    
    Network management and maintenance
 5.1
    
    In case network expansion or transformation by any party to this Framework
Agreement is likely to affect the user communications on the other party, it should
notify the other party six (6) months in advance.5.2
    
    Except in case of the force majeure, any party to this Framework Agreement makes
adjustment in routers, relay circuit, signal mode, Bureau data and software version in
its network, which might affect the user communications on the other party, it should
notify the other party thirty (30) days in advance.5.3
    
    Any party to this Framework Agreement, upon request, should timely cooperate with
the other party on its adjustment in routers, relay circuit, signal mode, Bureau data
and software version to ensure quality of the inter-network communications.5.4
    
    The two parties agree to maintain their respective networks in accordance with
the relevant regulations promulgated by the national telecommunications administrator to
ensure the normal operation of the entire network.5.5
    
    When the inter-network communications is disrupted or ineffective, the two
parties shall take immediate and effective measures to restore communications.
 6.
    
    Settlement principles and methods
 6.1
    
    Local network call charges settlement
 (1)
    
    Within the local networks, when Party B mobile telephone customer
calls a Party A fixed-line customer, Party B makes a settlement payment to Party A
at the rate of RMB0.06 per minute.(2)
    
    Within the local networks, when Party A fixed-line customer calls a
Party B mobile telephone customer, the settlement is suspended.(3)
    
    Within the local networks, when customers of the two parties make
inter-network calls to various call centres, the telephone operator in the
location of the calling party collects local network call charges and makes a
settlement payment to the telephone operator in the location of the called party
at the rate of RMB0.06 per minute.
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(4)
    
    When the phone customers of one party choose the dial-up access to
the Internet service of the other party, the operator in the location of the
calling party collects the communications charges for the Internet service from
the customers. The Internet service provider collects the network use charges from
the customers. There is no settlement between Party A and Party B.
 6.2
    
    Charge settlement of domestic long distance calls, international calls and calls
to Hong Kong, Macao and Taiwan, and IP call.
 (1)
    
    While Party Bs mobile subscribers choose to use Party As domestic
long distance call services or the international telephone services for calling,
Party B shall collect the local calling charges (additional roaming charges for
roaming customers) from the callers and Party A shall collect domestic or
international call charges from the callers. In the local network at the callers
location, Party A shall make a settlement payment to Party B at the rate of
RMB0.06 per minute.When Party As local fixed-line phone users choose to use Party Bs domestic
long-distance call or international call services for long-distance or
international calling, the calling party is free from charge by Party A, and is
charged by Party B for domestic and international calling services. In the local
network of the calling party, Party B shall make a settlement payment to the
calling party at the rate of RMB0.06 per minute.(2)
    
    The user of either party does not choose the domestic long-distance
network to call the user of the other party or other call centres in other places:
when the calling party in the location of the calling party sends the calling into
the phone network of the other party via the connection points, the settlement
payment rate will be RMB0.34 per minute if the call is made between 0:00 and 07:00
hours and RMB0.54 per minute if the call is made between 07:00 and 24:00 hours.(3)
    
    The user does not choose the international phone service for calling:
when the calling party in the local network sends the calling into the phone
network of the other party via the connection points, the calling party shall make
a settlement to the international service provider at the rate of RMB B per
minute. If the calling party uses the domestic long-distance circuit to send the
calling to the network of the other party in the location of the international
inbound and outbound bureau (not the location of the calling party), the calling
party shall make a settlement to the international service provider at the rate of
RMB C per minute. On holidays and during the hours of discount, the settlement is
based on the preferential price (B and C: B is RMB0.06 per minute, which is the
rate for the international service on the side of the international service
providers approved by the former Ministry of Information Technology. And C is
RMB0.54 per minute, which is the rate for the international service on the side of
the international service providers approved by the former Ministry of Information
Technology. The preferential price refers to the price during holidays and the
hours of discount which is released to the public by the international service
provider).The control over the proportion of poor international calls shall be negotiated
by the international service departments of the two parties. Before reaching any
consensus, the settlement shall be made in accordance with the international
service charge standards of the two parties.The two parties agree to realize direct connection of the international inbound
and outbound bureau in Beijing.(4)
    
    When phone users of either party choose the other partys IP phone
network for calling, the telephone operator in the location of the calling party
collects the local call charges from the calling party (local call charges for
mobile users and additional roaming charges for roaming users). The IP service
provider collects the IP phone charges. On the calling side, the two parties do
not make a settlement.
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(5)
    
    For the long-distance calling from the long-distance phone network or
the IP phone network of one party to the phone user or call centres of the other
party, the long-distance service provider shall make a settlement to the other
party at the rate of RMB0.06 per minute as it sends the call into the phone
network of the other party in the location of the called party.(6)
    
    For the international calling from the international phone network or
IP phone international gateway of one party to the phone user of the other party,
the long-distance service provider shall make a settlement to the other party at
the rate of RMB0.06 per minute as it sends the call into the phone network of the
called party in the location of the called party. When the international service
provider sends the call to the phone network of the called party via the
connection point out of the location of the called party, it shall make a
settlement to the called party at the rate of RMB0.54 per minute in the location
of the connection point.For the international calling from Party As international phone network or the
IP international gateway to Party Bs international roaming visiting users, Party
A sends the calling to Party Bs phone network via the connection point in the
location of Party As international inbound and outbound bureau, where Party A
makes a settlement to Party B at the rate of RMB 0.06 per minute.(7)
    
    For the transmission of calling number that does not comply with the
Agreement, the calling party is considered non-local domestic user by the two
parties in the inter-network settlement. In case either party fails to send the
real calling number due to the equipment or the technical problems, the
transmission format of the calling number shall be determined by the headquarters
of the two parties through negotiation.
 6.3
    
    Transfer settlement
 (1)
    
    When the phone user of either party calls the local customer of the
third party or the call centres affiliated to the network of the third party and
transferred via the network of the other party, the calling party shall make a
settlement to the transferring party at the rate of RMB0.03 per minute. Whether
the settlement between the calling party and the called party will be made by the
transferring party is determined by the provincial agencies of the two parties or
the third party at the provincial level through negotiation.(2)
    
    When the phone user of the third party calls the local customer of
either party or the call centres affiliated to the network of either party and
transferred via the network of the other party, the third party shall make a
settlement to the transferring party at the rate of RMB0.03 per minute. Whether
the settlement between the calling party and the called party will be made by the
transferring party is determined by the provincial agencies of the two parties or
the third party at the provincial level through negotiation.(3)
    
    When the phone user of either party chooses the domestic
long-distance call, IP phone service or the phone card by the third party or vice
versa, the calling party if transferred by the other party, the transferring party
shall send the calling in the location of the calling party to the network of the
service supplier, which shall make the settlement to the transferring party at the
rate of RMB0.03 per minute. Whether the settlement between the calling party and
the called party will be made by the transferring party is determined by the
provincial agencies of the two parties or the third party at the provincial level
through negotiation.(4)
    
    When the long-distance call between the user of either party and the
user of the third party is transferred at the receiving side, the long-distance
service supplier shall pay the transferring charges to the transferring party at
the rate of RMB0.03 per minute plus the settlement charges of RMB0.06 per minute.
The transferring party then makes the settlement to the called party at the rate
of RMB0.06 per minute.(5)
    
    When the calling from the user of Party B to the user of the third
party is transferred by Party A, if Party A uses the switch invested by Party B,
Party A and Party B does not
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make settlement of the transferring charges; if Party A uses its own switch,
Party B shall make the settlement to Party A at the rate of RMB0.03 per minute.
 6.4
    
    Settlement of calling forwardingWhen user A calls user B, who forwards the calling to user C, it is considered calling
twice. The first calling is from user A to user B and the second calling is from user B
to user C. If either calling is relayed through the inter-network connection point of
Party A and Party B, the two parties shall make the settlement according to relevant
provisions of this Agreement.6.5
    
    Settlement of international roaming of mobile users
 (1)
    
    Settlement of international roaming and roaming in Hong Kong, Macao
and Taiwan of Party Bs mobile users:When user A calls Party Bs mobile user B, who is roaming in foreign countries or
Hong Kong, Macao and Taiwan, the calling is considered twice. The first calling
is from user A to user B and the second calling is user Bs calling to the
roaming place. If either calling is relayed through the inter-network connection
point of Party A and Party B, the two parties shall make the settlement according
to relevant provisions of this Agreement.(2)
    
    The calling by the roaming user from foreign countries or Hong Kong,
Macao and Taiwan is considered the calling by Party Bs local mobile user. Party A
and Party B shall make the settlement according to relevant provisions of this
Agreement.
 6.6
    
    Other provisions on inter-network settlement
 (1)
    
    Access to the network half-way is considered access to the network at
the starting point and settlement shall be made according to article 6.2.(2)
    
    When Party Bs mobile user makes calling or is called, settlement
shall be made according to the location of the calling party or the called party,
except the mobile user originates a long distance calling through the network of
his own selection.(3)
    
    When one party uses the same access code to open local, long-distance
and IP services, and the user of the other party uses the service access code for
calling, the settlement shall be made according to the standard for long-distance
service. The service supplier shall make the settlement to the calling party at
the rate of RMB0.06 per minute.
 6.7
    
    Settlement time unit, cycle and location
 (1)
    
    The settlement of domestic long-distance call, international call and
IP call is made by 6 seconds. Less than 6 seconds is counted as 6 seconds. The
call length of all phone bills in the settlement cycle is totalled, if its less
than minute, it shall be counted as minute. The call length which is less than
three seconds (including three seconds) shall be taken into account.(2)
    
    When user of either party chooses the smart phone card of the other
party for calling, the settlement shall be made by 6 seconds. Less than 6 seconds
is considered 6 seconds. The call length of all phone bills in the settlement
cycle is totalled, if its less than minute, it shall be counted as minute.(3)
    
    Settlement billing cycle (subject to the end of the call) is 0:00:00
(included) of the first day of each month to 24:00:00 (excluded) of the last day
of the same month.(4)
    
    The settlement location is in principle at the provincial level.
Where conditions do not permit, the provincial-level agencies may make the local
network settlement. The details shall be determined by the provincial agencies of
the two parties.
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7.
    
    Representations, assurances and commitmentsEach party of this Framework Agreement makes the following representations, assurances and
commitments to the other party:
 (1)
    
    Each party is an independent legal person incorporated for effective duration in
accordance with Chinese laws, with full power and authority (including but not limited
to the approval, permission or consent given by competent government departments) to
sign and implement this Framework Agreement;(2)
    
    No provision contained in this Framework Agreement is in violation of either
partys association documents or Chinese laws and regulations;(3)
    
    Each party will do its utmost to take or cause other people to take any
necessary, appropriate or desirable action in line with Chinese laws, regulations as
well as this Framework Agreement, with a view to enabling the effective implementation
of those matters prescribed in this Framework Agreement.
 8.
    
    Effectiveness
 8.1
    
    This Framework Agreement is valid for 3 years and enters into force on the next
day after all conditions of this Framework Agreement are fully met:
 (1)
    
    This Framework Agreement is ratified by the general meeting of
shareholders of the China United Communications Co. Ltd. (Unicom A share Company).(2)
    
    This Framework Agreement is approved at the general meeting of
shareholders of Unicom Red-chip Company.(3)
    
    The Merger Transaction is executed and completed.
 8.2
    
    Unless Party B sends a written notice to Party A not to renew the Agreement 60
days in advance, when this Framework Agreement expires the duration or the extended
duration, the two parties will extend the Agreement for an agreed duration with the
written consent in compliance with relevant laws, regulations and other rules.
 9.
    
    Force majeure
 9.1
    
    If a party is unable to implement or fully implement the obligations prescribed
in this Framework Agreement as a result of force majeure, then it will not undertake any
liability for breach of the agreement, in which case it shall, within fifteen (15) days
following the occurrence of force majeure, inform the case to the other party in writing
and provide proof therewith, and at the same time make every effort to minimise the
losses incurred by force majeure. Within a reasonable period of time in the wake of
force majeure, the party falling victim to force majeure shall undertake to continue
implementation of this Framework Agreement.9.2
    
    Force majeure in this Framework Agreement means all objective situations that are
unforeseeable, unavoidable and that cannot be overcome.
 10.
    
    ConfidentialityWithout the written permission of the other party, neither party shall make any announcement
in regard to, or provide or disclose to a third party any data or information in relation to
the businesses of the other party or items under this Framework Agreement, unless otherwise
required by legal or government departments or securities regulatory bodies, or for the
purpose of maintaining the listing status of the Unicom Red-chip Company.
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11.
    
    TransferWithout the written consent of the other party, neither party shall proceed to transfer any
right and obligation prescribed in this Framework Agreement.12.
    
    Non-waiverUnless otherwise provided by laws, non-exercise or delayed exercise of the rights, powers or
privileges prescribed in this Framework Agreement by either party shall not be regarded as a
waiver of such rights, powers or privileges. Moreover, the exercise in part of such rights,
powers or privilege shall not keep the party from exercising such rights, powers or
privileges in the future.13.
    
    NotificationAny notification relating to this Framework Agreement shall be made in writing by one party
to the other party via personal delivery, fax or mail. A notification shall be regarded as
issued upon delivery by hand, or the sent indication is displayed on the senders fax
machine, or on the third working day (subject to extension in case of statutory holidays)
after sending of the mail. Any notification upon issuance shall be regarded as entering into
force.14.
    
    Applicable lawsThis Framework Agreement is governed by PRC laws and shall be interpreted and implemented in
accordance with PRC laws.15.
    
    Dispute settlementIn the event of a dispute between the two parties regarding the effectiveness, interpretation
or execution of this Framework Agreement, friendly consultation shall be sought in the first
place. If a case can not be settled through negotiation within thirty (30) days after the
dispute arises, either party is entitled to file a lawsuit with the peoples court of the
corresponding jurisdiction.16.
    
    Miscellaneous
 (1)
    
    On condition that the Unicom Red-chip Company complies with or meets the
regulatory requirements on connected transactions, the two parties can proceed to amend
or supplement this Framework Agreement based upon consensus.(2)
    
    Upon signing of this Framework Agreement, in case of conflict with any agreement
reached prior to this Framework Agreement on any matter relating to the provisions
established in this Framework Agreement, the contents of this Framework Agreement shall
prevail.(3)
    
    This Framework Agreement is divisible, i.e., if any provision of this Framework
Agreement is identified as illegal or unenforceable at any time, the validity and
execution of other provisions of this Framework Agreement shall not be affected.(4)
    
    The original Framework Agreement is produced in four (4) copies, with each party
holding two (2) copies and all the original copies being equally authentic.
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Page for Signatures:
 China Network Communications Group Corporation (seal)
  China Unicom Corporation Limited (seal)
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