**Exhibit 4.22**

 

(English Translation)

 

 

**ComprehensiveOperator Services Agreement**

 

 

**between**

 

 

**China United Telecommunications Corporation**

 

 

**Guoxin Paging Corporation Limited**

 

 

**and**

 

 

**China United Telecommunications Corporation Limited**

 

 

November 20, 2003

 

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This agreement(the “Agreement”) is hereby entered into on November 20, 2003 in Beijing, thePeople’s Republic of China (“PRC”) between and by:

 
| **Serving  Party:** |   | **China  United Telecommunications Corporation**(“**Unicom Group**”)                     |
|---------------------|--------|----------------------------------------------------------------------------------------------------|
|                |   |                                                                                               |
|                |   | Address: Huang  Cheng Hotel, 15 Yangfangdian Street, Haidian District, Beijing, PRC                |
|                |   |                                                                                               |
|                |   | Legal  representative: Wang Jianzhou                                                               |
|                |   |                                                                                               |
|                |   | **Guoxin  Paging Corporation Limited** (“**Guoxin Paging**”)                             |
|                |   |                                                                                               |
|                |   | Address: Boruiqi  Mansion, No.53, Xibianmenneidajie, Xuanwu District, Beijing, PRC                 |
|                |   |                                                                                               |
|                |   | Legal  representative: Nan Xinsheng                                                                |
|                |   |                                                                                               |
| **Served  Party:**  |   | **China  United Telecommunications Corporation Limited** (“**Unicom A Share  Company**”) |
|                |   |                                                                                               |
|                |   | Address: 40th  Floor, Jinmao Tower, 88, Century Boulevard, Shanghai, PRC                           |
|                |   |                                                                                               |
|                |   | Legal  representative: Wang Jianzhou                                                               |

 

Whereas:

 

(1)           UnicomGroup, a limited liability company duly incorporated and validly existing underthe laws of PRC, is an integrated telecommunications business providerproviding “1001” customer services (“Customer Services”) in the following nineprovinces and or autonomous regions: Shanxi, Inner Mongolia, Hunan, Yunnan,Guizhou, Xizang, Gansu, Qinghai and Ningxia and possesses relevant assets;

 

(2)           GuoxinPaging, a limited liability company duly incorporated and validly existingunder the laws of PRC , has its equity interest wholly owned by China UnicomCorporation Limited (“CUCL”). According to the Transfer Agreement with respectto “1001” assets entered into by CUCL, Unicom New Century TelecommunicationsCorporation Limited (“Unicom New Century”), Guoxin Paging may develop CustomerServices business and possess the relevant assets within the regions whereChina Unicom Limited (“Unicom Red-Chip Company”) provides mobile communicationservices;

 

(3)           UnicomGroup is contemplating counterpurchasing all the equity interest owned by CUCLin Guoxin Paging through Unicom A Share Company controlled by it (the “PagingCounterpurchase Project”);

 

(4)           UnicomA Share Company, a company limited by shares duly incorporated and validlyexisting under the laws of the PRC, has had its common stock listed on theShanghai Stock Exchange since October 9, 2002 with Unicom Group holding74.6017% of its total shares;

 

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

 

(6)           CUCLis a wholly owned subsidiary of Unicom Red-Chip Company, with the followingbusiness scope: domestic and international long-distance telecommunications;mobile telecommunication services in the following 12 provinces andmunicipalities directly under the Central Government: Beijing, Tianjin, Hebei,Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shandong, Hubei andGuangdong; wireless beeper-paging; Internet and IP and technology consultationand services.

 

(7)           UnicomNew Century, a wholly owned subsidiary of Unicom Red-Chip Company, is anintegrated telecommunications business provider. As approved by the Ministry ofInformation Industry of PRC in the telex letter numbered [2002] No.299 UnicomGroup has authorized Unicom New Century to engage in the mobiletelecommunications business in the following nine provinces, autonomous regionsand municipalities directly under the Central Government (the “9A Regions” ):Sichuan, Xinjiang, Chongqing, Shanxi, Guangxi, Henan, Heilongjiang, Jilin andJiangxi.

 

(8)           UnicomNew World, a limited liability corporation wholly owned by Unicom Group and aprovider of integrated telecommunications services established on November 4,2003, has been injected by Unicom Group with its GSM mobile communicationsassets in the following nine provinces and autonomous regions: Shanxi, InnerMongolia, Hunan, Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai andNingxia (the “9B Regions”). As approved by the Ministry of Information Industryin the telex letter numbered [2003]443, Unicom Group has authorized Unicom NewWorld to engage in the mobile telecommunications business in the 9B regions;and

 

(9)           UnicomGroup is contemplating injecting all of its shares of Unicom New World intoUnicom Red-Chip Company through its wholly-owned overseas subsidiary (the“Assets Injection Project”). Upon the completion of the Assets InjectionProject, Unicom New World will be one of the subsidiaries of Unicom Red-ChipCompany engaging in telecommunication services within China.

 

NOW THEREFORE, Forthe purpose of this Assets Injection Project and the Paging CounterpurchaseProject, on the basis of equality and mutual benefit, both Parties hereby havereached the following agreements after friendly consultations:

 

**1.**             Definitions

** **
| **“Unicom  Group”** |   | China United  Telecommunications Corporation |
|-------------------------------|--------|----------------------------------------------|

 

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| **“Guoxin  Paging”**                        |   | Guoxin Paging Corporation  Limited                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Unicom  A Share Company”**               |   | China United  Telecommunications Corporation Limited                                                                                                                                                                                                                                                                                                                                                                |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Unicom  BVI”**                           |   | China Unicom (BVI)  Limited                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Unicom  Red-Chip Company”**              |   | China Unicom Limited                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“CUCL”**                                  |   | China Unicom  Corporation Limited                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Unicom  New Century”**                   |   | Unicom New Century  Telecommunications Corporation Limited                                                                                                                                                                                                                                                                                                                                                          |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Unicom  New World”**                     |   | Unicom New World  Telecommunications Corporation Limited                                                                                                                                                                                                                                                                                                                                                            |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Paging  Counterpurchase Project”**       |   | Unicom Group’s  contemplated counterpurchase of all the equity interest owned by CUCL in  Guoxin Paging through Unicom A Share Company controlled by it                                                                                                                                                                                                                                                        |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Assets  Injection Project”**             |   | Unicom Group’s  contemplated injection of all of its shares of Unicom New World into China  Unicom Limited through its wholly owned overseas subsidiary                                                                                                                                                                                                                                                        |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Memorandum  on Connected Transactions”** |   | The memorandum entered  into by Unicom Group and Unicom A Share Company, dated August 12, 2002,  regarding certain transactions after the public offering of the Unicom A  Share Company between Unicom Group or its subsidiaries (excluding Unicom A  Share Company and any subsidiaries controlled by it) and China Unicom Limited  which is indirectly controlled by Unicom A Share Company, or its subsidiaries |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Service  Fee”**                          |   | Payment by the Served  Party to the Serving Party for certain services and facilities provided by  the Serving Party to the Served Party pursuant to the Agreement                                                                                                                                                                                                                                                  |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“SSE”**                                   |   | Shanghai Stock Exchange                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“Mobile  Customer”**                      |   | A customer of GSM  and/or CDMA mobile telecommunications service provided by subsidiaries of  Unicom Red-Chip Company which operates telecommunication services within  China                                                                                                                                                                                                                                       |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| **“RMB”**                                   |   | Unless otherwise  indicated, Renminbi, the lawful currency of PRC                                                                                                                                                                                                                                                                                                                                                   |

 

**2.**             Basic Principles

 

2.1           The “ComprehensiveOperator Services” hereunder refers to certain services and facilities providedby the Serving Party to the Served Party and any payment by the Served Party tothe Serving Party (the “Service Fees”).

 

2.2           Such services and/orfacilities provided by the Serving Party to the Served Party pursuant to thisAgreement are non-gratuitous commercial transactions. In accordance with thefair-market principles, the Serving Party shall collect reasonable Service Feesfor any services and facilities provided by it, and the Served Party shall makeany due payment.

 

2.3           The condition orquality of any of the Comprehensive Operator Services provided hereunder

 

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by the ServingParty to the Served Party shall not be lower than that of the same or similarservices or facilities the Serving Party provides to any third party.

 

2.4           In the event that theServed Party requires the Serving Party to increase the supply of any of theComprehensive Operator Services, the other Party shall do its utmost to providesuch requested amount of the services or facilities, of which the condition orquality shall not be lower than that of the same or similar services orfacilities the Serving Party provides to any third party

 

2.5           In the event that theServing Party is not able to provide, in full amount or at all, any of theComprehensive Operator Services due to any reasons other than its own fault,the Serving Party shall promptly notify the Served Party and do its utmost toassist the Served Party in seeking the same or similar services or facilitiesthrough other channels.

 

2.6           The ComprehensiveOperator Services provided hereunder shall be in accordance with the specificpurposes agreed by both Parties as well as with the applicable nationalstandards.

 

2.7           In the event thateither Party breaches this Agreement and losses are incurred by the otherParty, the defaulting Party shall bear any liabilities for such breach,including, but not limited to, any direct and indirect losses resulting fromthe breach, provided that such losses are not caused by any force majeureevent.

 

2.8           Each Party shallprovide all the reasonable and necessary efforts in assisting the other Party’sperformance hereunder.

 

2.9           Preconditioned on thesatisfaction of Article 2.3 and that the billing standards of the Serving Partyis not higher than any third party, the Served Party hereby agrees to choosethe service provided by the Serving Party on a priority basis.

 

2.10         If there is anyindependent third party in the regions where the Serving Party provides theservices, who (i) provides services of a better quality than those by theServing Party; or (ii) collects lower fees than the Serving Party for servicesof the same quality, the Served Party has the right to terminate the servicesprovided by the Serving party and shall be free from any liability forcompensation in connection with the termination, subject to advance writtennotice to the Serving Party.

 

**3.**             Major Items in the Comprehensive OperatorServices

** **

3.1           The ComprehensiveOperator Services provided by the Parties to each other and other relatedarrangements are set forth in the Annexes hereto:

 
| Annex I   |   | Cellular  Subscriber Value-added Services |
|-----------|--------|-------------------------------------------|
|      |   |                                      |
| Annex II  |   | “1001” Customer  Services       |
|      |   |                                      |
| Annex III |   | Agency Services                           |

 

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**4.**             Pricing and Payment

** **

4.1           The principles forpricing and billing standards in connection with the Service Fees are set forthin the Annexes hereto.

 

4.2           Any specific amounts ofthe Service Fees shall be calculated under the current applicable Chineseaccounting rules.

 

4.3           In the event that theParties fail to agree upon a certain amount of the Service Fees, such issueshall be reported to the relevant authorities, who shall determine such amountin accordance with this Agreement and the national pricing policies and rules.Such authorities’ decision shall be final and binding on both Parties.

 

4.4           The Served Party shallpay the due Service Fees for the relevant services provided by the ServingParty in accordance with the pricing principles and standards set forth in thisAgreement and the Annexes hereto.

 

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

 

4.6           In every October, bothParties shall discuss the next fiscal year’s pricing standards for each item ofthe Comprehensive Operator Services as well as other related matters and enterinto certain supplemental agreements. If the Parties fail to enter into suchsupplemental agreements by then, the current pricing standards and otherrelated clauses shall apply to the next fiscal year until certain agreement isreached or the dispute is resolved pursuant to Section 4.3 herein.

 

**5.**             Term

 

5.1           The term of thisAgreement shall be one year. Subject to Section 8 herein, this Agreement shallbecome effective on January 1, 2003.

 

5.2           Subject to applicablelaws and government regulations, this Agreement shall be automatically renewedeach year, unless the Served Party notifies the Serving Party in writing 60days prior to the expiration day.

 

**6.**              Representations, Warranties andUndertakings

** **

Each Party heretorepresents and warrants to the other Party as follows:

 

6.1           Such Party has the fullpower and authority (including, but not limited to, obtaining relevant approvals,consents or permits from government authorities) to execute this Agreement andits

 

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Annexes;

 

6.2           This Agreement and itsAnnexes will become effective and binding once it is signed in the way specifiedherein and can be enforced in a mandatory manner; and

 

6.3           No provision in thisAgreement and its Annexes shall run counter to the applicable laws andregulations of the People’s Republic of China.

 

**7.**             Assignment

** **

7.1           Subject to the termsand conditions under this Agreement and the Memorandum on ConnectedTransactions, the Serving Party hereby gives an irrevocable consent that theServed Party may, according to the regional division for mobile communicationservices, transfer its rights and obligations hereunder to the subsidiarycompanies of Unicom Red-Chip Company within China engaging in telecommunicationservices. No other or further consent by the Serving Party shall be requiredfor the Served Party to transfer its rights and obligations hereunder tosubsidiary companies of Unicom Red-Chip Company within China engaging intelecommunication services

 

7.2           Once the Served Partytransfers its rights and obligations hereunder to subsidiary companies ofUnicom Red-Chip Company within China engaging in telecommunication services,the transferee shall immediately assume all of the rights and obligations ofthe Served Party hereunder, while the Served Party shall immediately terminateall such rights and obligations.

 

7.3           No other or furtherconsent by the Served Party shall be required for Unicom Group to transfer allof its rights and obligations to Guoxin Paging or its successors in connectionwith the provision of services under the Agreement in the following nineprovinces and autonomous regions: Shanxi, Inner Mongolia, Hunan, Yunnan,Guizhou, Xizang, Gangsu, Qinghai and Ningxia

 

**8.**             The Effectiveness of the Agreement

** **

The Agreementshall take effect on the day agreed by the parties after the followingconditions are satisfied:

 

8.1           The generalshareholder’s meeting of Unicom A Share Company approves, pursuant to theapplicable laws, regulations and relevant listing rules, to sell Unicom Group,the total stock equities of Guoxin Paging which have been assigned to and arebeing held by Unicom A Share Company through CUCL.

 

8.2           Pursuant to theapplicable laws, regulations and relevant listing rules, the generalshareholder’s meeting of Unicom A Share Company approves the implementation ofthe Agreement.

 

8.3           Pursuant to theapplicable laws, regulations and relevant listing rules, the generalshareholder’s meeting of Unicom Red Chip Company approves the sale of stockequities of

 

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Guoxin Paging fromCUCL to Unicom A Share Company.

 

8.4           The generalshareholder’s meeting of Unicom Red Chip Company approves, pursuant to theapplicable laws, regulations and relevant listing rules, to assign its rightsand obligations under the Agreement to the Subsidiaries.

 

**9.**             Force Majeure

** **

9.1           In any force majeureevent that is unforeseeable and the consequences of which are unavoidable orinsurmountable and which results in either Party’s failure to duly perform itsobligation hereunder, such Party shall promptly notify the other Party of suchsituation and provide within 15 days any valid documents evidencing the detailsand explaining the reasons for not being able to perform all or part of itsobligations hereunder or the reasons for any necessary delays of suchperformance. Based on the impact of the force majeure event, the Parties shalldecide through negotiations whether to terminate, partially waive or postponesuch performance.

 

**10.**          Confidentiality

** **

10.1         Unless otherwise requiredby law or requirements of any relevant regulatory authorities, or unless forthe purpose of information disclosure to a securities regulatory authority byUnicom A Share Company and Unicom Red Chip Company, each Party hereto shallnot, without the other Party’s written consent, provide or disclose any dataand information in connection with the other Party’s businesses to any othercompany, enterprise, organization or person.

 

**11.**          Non-waiver

** **

11.1         Unless otherwise requiredby law, any failure or delay in exercising any of its rights, powers orprivileges by one Party shall not be construed as a waiver of such rights,powers or privileges. Any partial exercise of such rights, power or privilegesshall not affect any further or complete exercise of such rights, powers orprivileges.

 

**12.**          Notification

** **

12.1         Any notification given inconnection with this Agreement shall be in writing and shall be delivered byone Party to the other Party by hand, fax or mail. Such a notification by handshall be deemed to have been duly given on the date of delivery. Such anotification via fax shall be deemed to have been duly given upon thecompletion of the fax transmission. Such a notification by mail shall be deemedto have been duly given on the third working day (extended when there is apublic holiday) after the postal date. Notifications become effective upontheir arrival.

 

Addresses of the Parties hereto for receivingnotification are as follows:

 

**China United TelecommunicationsCorporation**Addressee: Yi Yongji

 

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Address: Room 1167, 11th Floor, A133, XidanNorth Avenue, Xicheng District, Beijing.Postcode: 100032

**Guoxin Paging Corporation Limited**Addressee: Xiao BaoyuAddress: Room 873, 8th Floor, A133, Xidan North Avenue, XichengDistrict, Beijing.Postcode: 100032

**China United TelecommunicationsCorporation Limited**Addressee: Zhao YileiAddress: 40th Floor, Jinmao Tower, No.88, Century Boulevard,Shanghai.Postcode: 200121

 

**13.**          Governing Law

** **

13.1         This Agreement is underthe jurisdiction of the Chinese laws and shall be interpreted and executed inaccordance with the Chinese laws.

 

**14.**          Disputes Resolution

** **

14.1         Other than the exceptionsunder Section 4.3, in the event that there is any dispute regarding theeffectiveness, interpretation or performance of this Agreement, both Partieshereto shall first endeavor to resolve such dispute through friendlyconsultations. Should any dispute remain unsettled for more than 30 days afterits occurrence, either Party is entitled to bring a lawsuit based on thisAgreement before a competent PRC court.

 

**15.**          Miscellaneous

** **

15.1         Annexes I to III hereofare integral parts of this Agreement with equal legal binding force. Shouldthere be any conflict between the Annexes and the Agreement, the Annexes shallprevail.

 

15.2         Based on mutualconsultations, both Parties can make modifications, revisions or additions tothis Agreement and the Annex hereto. No revision or addition shall becomeeffective until it is duly signed in writing and sealed by both Parties ortheir authorized representatives.

 

15.3         This Agreement isseverable, that is, when any of the clauses in this Agreement or the Annexhereto is deemed illegal or unenforceable, the effectiveness and enforcement ofthe other clauses contained herein shall by no means be affected.

 

15.4         This Agreement has sixoriginal copies with equal legal binding force, and each Party shall retaintwo.

 

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Signature page follows:

 

 

**ChinaUnited Telecommunications Corporation**(common seal)

 

 
| By:                                                                                     | /s/ Wang Jianzhou |   |
|-----------------------------------------------------------------------------------------|-------------------|--------|
|                                                                                    |
|    (The signature of legal representative  or authorized representative) |
|                                                                                    |
|                                                                                    |
| **Guoxin  Paging Corporation Limited**(common seal)                                     |
|                                                                                    |
|                                                                                    |
| By:                                                                                     | /s/ Nan Xinsheng  |   |
|                                                                                    |
|    (The signature of legal  representative or authorized representative) |
|                                                                                    |
|                                                                                    |
| **China  United Telecommunications Corporation Limited**(common seal)                   |
|                                                                                    |
|                                                                                    |
| By:                                                                                     | /s/ Sun Qian      |   |
|                                                                                    |
|    (The signature of legal  representative or authorized representative) |
|                                                                                         |                   |        |  |

 

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**Annex I: Cellular SubscriberValue-added Services**

 

1.             General guideline of the services

 

The provider, through operating the overall businessof voice beeper-paging, provides various voice value-added services to therecipient’s cellular subscribers, including the “Unicom Assistant” service andetc.

 

2.             Settlement

 

2.1.          The subsidiaries of the Providing Partyand the Receiving Party shall negotiate the proportion for sharing the revenuederived from value-added services, on the condition that such agreed proportionfor the Providing Party shall not be higher than the average agreed proportionfor independent value-added telecommunications content providers who providevalue-added telecommunications content to the Receiving Party in the sameregion. The proportion of revenue sharing may be adjusted once annually subjectto the above conditions.

 

2.2.          The settlement of the Parties shall bebased on the billing data provided by the Receiving Party.

 

2.3.          Both Parties agree to have theirsubsidiaries make settlements once a month based on the settlement principlesset forth in this Annex.

 

3.             Obligations of the Parties

 

3.1.          Each Party shall notify the other Partyof its network construction (including but not limited to capacity expansion orreconstruction), if such construction work may affect the services under thisAgreement, six months before such construction work starts.

 

3.2.          Both Parties shall maintain theirnetworks by the current standards and regulations set forth by the governmentaltelecommunications authorities so as to ensure normal operation of the entirenetwork.

 

3.3.          Each Party shall not terminate theinterconnection without the other Party’s consent. Should there be a networkbreakdown or heavy network traffic, both Parties shall take effective measuresto resume operations.

 

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**Annex II: “1001” Customer Services**

 

1.             Content of services

 

The Providing Party, through its “1001” operatorservice, shall provide to the Receiving Party the following services: businessinquiries, tariff inquiries, account maintenance, complaints handling (“1001 BasicServices”) and customer interview and subscriber retention (“1001 Value-addedServices”), and at the same time shall charge such fees to the Receiving Party.

 

2.             Settlement standards

 

2.1.          The settlement standards of serviceslisted in this annex shall be the cost of providing the above-mentionedcustomer services plus a profit margin of not more than 10%.

 

2.2.         The cost of the Customer Services will bethe cost per operator seat multiplied by the number of effectively operatingoperator seats.

 

(a).          Thecost per operator seat for economically developed metropolises, such as Beijingand Shanghai, shall be the Actual Cost per Operator Seat (as defined below) insuch area for the previous year. The cost per operator seat in the areas otherthan those economically developed metropolises shall be negotiated by thesubsidiaries of both Parties and final confirmed by the Receiving Party,provided that it shall not exceed the amount of 110% of the actual cost of eachseats weighted average in the country (excluding Beijing and Shanghai).

 

The ***Actual Cost per Operator Seat***consists of wages, administration expenses, operation, maintenance expenses,depreciation of equipment and leasing fees for premises etc. The Actual Costper Operator Seat in a certain area shall be calculated based on the auditor’sreport issued by an independent audit firm in respect of such costs of theProviding Party in the same region for previous year. Such auditor’s report andrelevant supporting documents shall be provided to the Receiving Party’sauditor.

 

(b).          Confirmationof the number of effective operator seats: the Providing Party shall notify thenumber of operator seats of the previous month to the Receiving Party beforethe tenth day of each month. The Receiving Party shall confirm the number ofeffective operator seats within five working days based on the criteria as setout in the *Service Standard forTelecommunication Operations (for Trial Implementation)*published bythe Ministry of Information Industry. The number of effective operator seatsshall be subject to the final confirmation of the Receiving Party.

 

2.3.          Both Parties agree to have theirsubsidiaries make settlements once a month based on the settlement principlesset forth in this Annex.

 

3.             Obligations of the Parties

 

3.1.          The provider shall, according torequirements of the Receiving Party, properly increase the

 

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seats and/or expand theservice content, including but not limited to providing special seats for the1001 Value-added Services upon the written instructions of the Receiving Party.The cost of the seats should be calculated in light of the aforesaid Section2.2(a).

 

3.2.          The Receiving Party shall not onlypromptly provide the Providing Party with information regarding new servicesthat the Receiving Party operates for its cellular customers, but shall alsoprovide from time to time information on the variety of services that theReceiving Party operates as the Providing Party shall so require.

 

3.3.          Each Party shall not terminate theinterconnection without the other Party’s consent. Should there be a networkbreakdown or heavy network traffic, both Parties shall take effective measuresto resume operations.

 

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**Annex III: Agency Services**

 

1.             Content of services

 

The Providing Party shall direct promotion andmarketing of products and services in accordance with the demands of the marketand the demands and requirements of the Receiving Party.

 

2.             Settlement standard

 

The standard of the service that the Providing Partyprovides shall not be lower than that of the services provided by anindependent third party agent developing customers for the Receiving Party inthe same region. The agency fee that the Providing Party charges shall not behigher than the average fee for an independent third party agent developingcustomers for the Receiving Party in the same region.

 

3.             Other settlement matters

 

3.1.          The settlement of the Parties shall bebased on the billing data provided by the Receiving Party.

 

3.2.          Both Parties agree to have theirsubsidiaries make settlements once a month based on the settlement principlesset forth in this Annex.

 

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