(b) procure to be delivered to Citibank, N.A. Hong Kong Branch (***Citi Hong Kong***)(with a copy to Unicom) delivery free of payment (***DF***) instructions from its custodian,Korea Securities Depository (***KSD***), to transfer the Repurchase Shares from KSD’ssecurities account with Citi Hong Kong to Unicom’s securities account with Citi HongKong (the ***Unicom Securities Account***) for same day settlement; (c) procure to be delivered to Unicom a certificate (in a form reasonablysatisfactory to Unicom) from Citi Hong Kong confirming the receipt of the DFinstructions referred to in **Clause 5.****2(b)** above (the ***Citi Certificate***); and (d) procure its nominee on Unicom Board, Mr. Man Won Jung, to resign as a directorof Unicom with effect from the Completion Date and to deliver an acknowledgement toUnicom that he does not have any claims whatsoever against Unicom for compensation forloss of office (whether contractual, statutory or otherwise), unfair dismissal,redundancy or otherwise, he has no disagreement with the Unicom Board and he is notaware of any matters in respect of his resignation that needs to be brought to theattention of the shareholders of Unicom.5.3   At Completion, Unicom shall: (a) deliver or procure to be delivered to SKT: (i) a copy (certified as a true copy by a director or the companysecretary of Unicom) of the resolutions of the Unicom Board authorising theexecution of, and performance by, Unicom of its obligations under theTransaction Documents to which it is a party; and (ii) a certificate signed by a director of Unicom confirming that allthe Unicom Warranties are true and accurate and not misleading as at the date ofthis Agreement and as at the Completion Date; (b) deliver to Citi Hong Kong (with a copy to SKT): (i) receive free of payment (***RF***) instructions to receive theRepurchase Shares in the Unicom Securities Account and to arrange for payment ofHong Kong stamp duty on behalf of the Parties; and (ii) DF instructions to withdraw the Repurchase Shares from theCentral Clearing and Settlement System (***CCASS***) and deliver physical sharecertificates in respect of the Repurchase Shares to Unicom’s share registrar;and (c) upon receipt of the Citi Certificate, Unicom shall give irrevocable paymentinstructions to its bank to pay the Consideration (less the SFC Fee, the Initial StampDuty Amount and such other amounts as may be agreed by the Parties in writing) inimmediately available funds by electronic funds transfer in HK$ to a bank accountdesignated by SKT in writing at least three Business Days prior to the Completion Dateand shall deliver to SKT a copy of such irrevocable payment instructions.5.4   Neither Party shall be obliged to complete the sale and purchase of any of theRepurchase Shares unless the sale and purchase of all of the Repurchase Shares is completedsimultaneously.5.5   If the provisions of **Clauses 5.2**and **5.3**are not fully complied with by Unicom or SKT byor on the date set for Completion, SKT (in the case of non-compliance by Unicom) or Unicom(in the case of non-compliance by SKT) shall be entitled (in addition to and withoutprejudice to all other rights and remedies available to the terminating party, including theright to claim damages) by written notice to the other Party served on such date:Page 2
 

 
 (a) to elect to terminate this Agreement (other than the Surviving Provisions)without liability on the part of the terminating party, except in respect of any rightsand liabilities which have accrued prior to termination or under any of the SurvivingProvisions; (b) to effect Completion so far as practicable having regard to the defaults whichhave occurred; or (c) to fix a new date for Completion (not being more than five Business Days afterthe agreed date for Completion), in which case the foregoing provisions of this **Clause5**shall apply to Completion as so deferred.5.6   Upon Unicom’s share registrar receiving the physical share certificates in respect ofthe Repurchase Shares, Unicom shall procure Unicom’s share registrar to cancel theRepurchase Shares and any rights attached thereto shall cease with effect from theCompletion Date. SKT confirms that it irrevocably authorises Unicom to take all suchactions as may be necessary or expedient for the cancellation of the Repurchase Shares andacknowledges that it shall cease to have any rights to, or interests in, the RepurchaseShares with effect from the Completion Date.5.7   Notwithstanding anything herein to the contrary, if Completion does not take place on orbefore 5:00 p.m. (Hong Kong time) on 10 November 2009 (or such other time and date as theParties may agree in writing), this Agreement (other than the Surviving Provisions) shallautomatically terminate. In such event, neither Party shall have any claim of any natureunder this Agreement against the other Party (except in respect of any rights andliabilities which have accrued prior to termination or under any of the SurvivingProvisions).”2.2   The reference to “HK$9,991,669.06” in the second line of Clause 11.4 of the Share RepurchaseAgreement shall be deleted and shall be replaced by “HK$9,991,670.00”.**3.** **Other Provisions**3.1   Notwithstanding Clause 11.1 of the Share Repurchase Agreement, SKT agrees that it shall beresponsible for (a) all reasonable costs and expenses incurred by Unicom relating to thenegotiation, preparation and execution of this Amendment Agreement and the implementation ofCompletion in the manner set out in the new Clause 5 of the Share Repurchase Agreement, including,without limitation, an administrative fee relating to the execution of this Amendment Agreement,the fees charged by CCASS for the withdrawal of the Repurchase Shares from CCASS and the costscharged by Citi Hong Kong for opening the Unicom Securities Account and for the implementation ofCompletion in the manner set out in the new Clause 5 of the Share Repurchase Agreement and (b) anywithholding tax which is imposed by the PRC tax authorities by written demand therefor in respectof the Consideration. Unicom agrees to use its reasonable endeavours to cooperate with and assistSKT in obtaining the tax benefits which may be available to SKT under the applicable tax treatiesin the event any withholding tax is demanded or imposed by the PRC tax authorities in respect ofthe Consideration, which shall include providing written confirmation to SKT that Unicom shall havebeen declared a PRC tax resident enterprise. If Unicom believes that it is entitled toreimbursement for any costs or expenses under this Clause 3.1, other than the Agreed Deductions,Unicom shall provide SKT an invoice therefore, with a written explanation of such cost or expenseand the reason for the incurrence of such cost or expense.3.2   SKT agrees that on Completion, Unicom shall be entitled to deduct from the Consideration theamounts specified in the Schedule (the ***Agreed Deductions***) and shall pay the Consideration less theAgreed Deductions to SKT in the manner specified in the new Clause 5.3(c) of the Share RepurchaseAgreement.3.3   Save as amended by this Amendment Agreement, all other provisions of the Share RepurchaseAgreement shall remain unchanged.Page 3
 

 
3.4   The Share Repurchase Agreement, as amended by this Amendment Agreement, shall remain in fullforce and effect and, save where the context otherwise requires, any reference in the ShareRepurchase Agreement to “Agreement” shall be read and construed as a reference to the ShareRepurchase Agreement as amended by this Amendment Agreement.3.5   The provisions of Clauses 10 and 12 of the Share Repurchase Agreement shall apply to thisAmendment Agreement as if incorporated herein but with references to “this Agreement” replaced with“this Amendment Agreement”.**4.** **Governing Law and Jurisdiction**4.1   This Amendment Agreement shall be governed by and construed in accordance with the laws of HongKong.4.2   The Parties agree that the courts of Hong Kong shall have non-exclusive jurisdiction to settleany disputes which may arise in connection with the creation, validity, effect, interpretation orperformance of, or the legal relationships established by, this Amendment Agreement and for suchpurposes irrevocably submits to the jurisdiction of the Hong Kong courts and waives any objectionto the jurisdiction of those courts. Each Party irrevocably agrees that a judgment or order inconnection with this Amendment Agreement of the Hong Kong courts is conclusive and binding on itand may be enforced against it in the courts of any other jurisdiction.4.3   SKT shall at all times maintain an agent for service of process and any other documents inproceedings in Hong Kong or any other proceedings in connection with this Amendment Agreement.Such agent shall be Law Debenture Services (H.K.) Limited of Suite 3105, 31/F Alexandra House, 18Chater Road, Central, Hong Kong and any claim form, judgment or other notice of legal process shallbe sufficiently served on SKT if delivered to such agent at its address for the time being.Page 4
 

 
**Schedule****Agreed Deductions from the Consideration**The following amounts shall be deducted from the Consideration on Completion:         **Description** **Amount (HK$)**1. SFC Fee  649,583.45 2. Initial Stamp Duty Amount  9,991,670.00 3. Fees payable to CCASS for the withdrawal of the Repurchase Shares from CCASS  1,574,555.50 4. Fees payable to Citi Hong Kong  975.00 5. Administrative fee  60,000.00          **Total Agreed Deductions**  **12,276,783.95**        On Completion, the amount payable by Unicom to SKT shall be HK$9,979,392,273.92.Page 5
 

 
**In witness whereof** this Amendment Agreement has been duly executed on the date first abovewritten.          **SIGNED**by Chang Xiaobing  ) For and on behalf of  ) **CHINA UNICOM (HONG KONG) LIMITED**  ) /s/ Chang Xiaobing     **SIGNED**by Man Won Jung  ) For and on behalf of  ) **SK TELECOM CO., LTD.**  ) /s/ Man Won JungPage 6