**Exhibit4.14**

 

(EnglishTranslation)

 

 

**TransferAgreement ofCDMA Network Capacity Lease Agreement**

 

**between**

 

**ChinaUnited Telecommunications Corporation Limited**

 

**and**

 

**Unicom New Century Telecommunications Corporation Limited**

 

 

**November20, 2002**

 

----

 

**Transfer Agreement of CDMA NetworkCapacity Lease Agreement**

 

This Agreement(the “Agreement”) is entered into on November 20, 2002, in Beijing, China,between

 

(1)               Party A: China UnitedTelecommunications Co. Ltd (the “Unicom A-Share Company”)Address: 9th Floor, A 133, Xidanbeidajie, Xicheng District, BeijingLegal Representative: Mr. Yang Xianzu

 

(2)               Party B: Unicom NewCentury Telecommunications Corporation Limited (the “Unicom New Century”)Address: 9th Floor, A 133, Xidanbeidajie, Xicheng District, BeijingLegal Representative: Mr. Yang Xianzu

 

**Whereas:**

 

(1)               China UnitedTelecommunications Corporation (“Unicom Group”), a limited corporation dulyincorporated and validly existing under the laws of the People’s Republic ofChina, is an integrated telecommunications business operator and thecontrolling shareholder of Unicom A-Share Company;

 

(2)               Unicom A-ShareCompany, a limited corporation duly incorporated and validly existing under thelaws of the People’s Republic of China, has had its common stock listed on theShanghai Stock Exchange since October 9, 2002;

 

(3)               Unicom New Century,a limited corporation wholly owned by Unicom Group and a provider of integratedtelecommunications services established on July 16, 2002 after therestructuring of Unicom Group, has been injected by Unicom Group with itsmobile telecommunications businesses and related assets, credits andliabilities in the following nine provinces and municipalities: Sichuan,Xinjiang, Chongqing, Shaanxi, Guangxi, Henan, Heilongjiang, Jilin and Jiangxi(the “Nine Service Areas”);

 

(4)               Unicom Group andUnicom A-Share Company entered into a memorandum, dated August 12, 2002 (the“Memorandum on Connected Transactions”), regarding certain transactions afterthe public offering of Unicom A-Share Company between Unicom Group or itssubsidiaries (excluding Unicom A-Share Company and any subsidiaries controlledby it) and China Unicom Limited (the “Unicom Red-Chip Company”), which isindirectly controlled by Unicom A-Share Company, or its subsidiaries;

 

(5)               Unicom Group iscontemplating on injecting all of its shares of Unicom New Century and otheroffshore interests (hereinafter collectively as “Target Interests”) into UnicomRed-Chip Company through its wholly-owned overseas subsidiary (the “OffshoreCapital Injection Project”); and

 

2

----

 

(6)               For the purpose ofthe Offshore Capital Injection Project, Unicom Group, Unicom New Century andUnicom A-Share Company entered into a CDMA Network Capacity Lease Agreement onNovember 20, 2002.

 

NOW THEREFORE, For the purpose of this Offshore Capital InjectionProject, in accordance with the transaction principles set forth in theMemorandum on Connected Transactions and on the basis of equality and mutualbenefit, both Parties hereby have reached the following agreements afterfriendly consultations:

 

1.                    Provided thatthe conditions under Article 6 herein are satisfied, Unicom A-Share Companyagrees to transfer immediately all of its rights and obligations under the CDMANetwork Capacity Lease Agreement and the Annexes thereto to Unicom New Century.Unicom New Century consequently agrees to accept all of the rights andobligations of Unicom A-Share Company under the CDMA Network Capacity LeaseAgreement.

 

2.                    Once Unicom A-ShareCompany transfers all of its rights and obligations under the CDMA NetworkCapacity Lease Agreement to Unicom New Century, Unicom New Century shallimmediately succeed all such rights and obligations and Unicom A-Share Companyshall immediately terminate all such rights and obligations.

 

3.                    Unicom A-ShareCompany confirms that, pursuant to Article 21 of the CDMA Network CapacityLease Agreement, Unicom Group has given an irrevocable consent that UnicomA-Share Company may transfer all of its rights and obligations under the CDMANetwork Capacity Lease Agreement to Unicom New Century or its subsidiaries orto Unicom Red-Chip Company or any of its subsidiaries; no other or furtherconsent by Unicom Group shall be required for Unicom A-Share Company to transferits rights and obligations under the CDMA Network Capacity Lease Agreement toUnicom New Century or its subsidiaries, or Unicom Red-Chip Company or itssubsidiaries.

 

4.                    Each Partywarrants that it has the full right, power and authority to execute thisAgreement and perform hereunder. Upon execution, this Agreement shallconstitute a legal, valid and binding obligation to each Party.

 

5.                    Unicom NewCentury agrees to retain and perform during the term of the CDMA NetworkCapacity Lease Agreement all the rights and obligations given to Unicom A-ShareCompany in the past or in the future pursuant to the provisions and conditionsset forth in the CDMA Network Capacity Lease Agreement.

 

3.                    Effectiveness

 

This Agreement shall become effective subject to theconditions as follows:

 

6.1              Approval at theShareholders Meeting of Unicom Red-Chip Company of transfer of all of therights and obligations under the CDMA Network Capacity Lease Agreement byUnicom A-Share Company to Unicom New Company pursuant to applicable laws,regulations and listing rules; and

 

3

----

 

6.2     The requirements under Article 3 of theCDMA Network Capacity Lease Agreement are met.

 

6.3              This Agreement shallbecome effective on January 1, 2003, provided that the requirements underSections 6.1 and 6.2 herein are met.

 

4.                    Force Majeure

 

In any force majeure event that is unforeseeable andthe consequences of which are unavoidable or insurmountable and results ineither Party’s failure to duly perform the obligations hereunder, such Partyshall promptly notify the other Party of such situation and provide within 15days any valid documents evidencing the details and explaining the reasons fornot being able to perform all or part of its obligations hereunder or thereasons for any necessary delays of such performance. Based on the impact ofthe force majeure event, the Parties shall decide through negotiations whether toterminate, partially waive or postpone such performance.

 

8.       Confidentiality

 

Except to the extent that disclosure is required bylaw or by the rules of the relevant supervisory authorities, or for the purposeof submission to the Shanghai Stock Exchange by Unicom A-Share Company or to theHong Kong Stock Exchange by Unicom Red-Chip Company, each Party, without theother party’s written consent, shall not provide or disclose to any company,enterprise, organisation or person any data and information relating to theother Party’s operations or businesses.

 

9.       No Waiver

 

Unless otherwise required by law, any failure or delayin exercising any of its rights, powers or privileges by one Party shall not beconstrued as a waiver of such rights, powers or privileges. Any one time orpartial exercise of such rights, powers or privileges shall not affect anyfurther or complete exercise of such rights, powers or privileges.

 

10.              Notices

 

Any notification given in connection with thisAgreement shall be in writing and shall be delivered by one Party to the otherParty by hand, fax or mail. Such a notification by hand shall be deemed to havebeen duly given on the date of delivery. Such a notification via fax shall bedeemed to have been duly given upon the completion of the fax transmission.Such a notification by mail shall be deemed to have been duly given on thethird working day (extended when there is a public holiday) after the postaldate. Notifications become effective upon  theirarrivals.

 

4

----

 

Addresses of the Parties hereto for receiving notificationsare as follows:

 

China United Telecommunications Corporation LimitedAttention: Zhao Yi LeiAddress: A133 Xidanbeidajie, Suite 976, 9th Floor Xicheng District,Beijing, ChinaPost Code: 100032

 

Unicom New CenturyTelecommunications Corporation LimitedAttention: Song Xiao XiAddress: A133 Xidanbeidajie, Suite 1168, 11th Floor, XichengDistrict, Beijing, ChinaPostcode: 100032

 

11.              Applicable law

 

This Agreement is underthe jurisdiction of the laws of the People’s Republic of China and shall be interpretedand executed in accordance with the laws of the People’s Republic of China.

 

12.              Dispute Settlement

 

Both Parties shall endeavour to resolve any disputeover the effectiveness, interpretation or execution of this Agreement throughfriendly consultations. Should any dispute remain unsettled for more than 30days after its occurrence, either Party is entitled to bring a lawsuit based onthis Agreement to a competent PRC Court.

 

13.              Miscellaneous

 

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

 

13.2                  This Agreementis severable, that is, when any of the clauses in this Agreement or the Annexeshereto is deemed as illegal or non-enforceable, the effectiveness andenforcement of the other clauses contained herein shall by no means beaffected.

 

13.3                  This Agreementhas six original copies with each having equal legal binding force.

 

5

----

 

(This page contains no text)

 

 

**ChinaUnited Telecommunications Corporation Limited (Corporate Seal)**

 

Legal Representative or duly Authorized Representative: /s/ Wang JianZhou

 

 

**UnicomNew Century Telecommunications Corporation Limited (Corporate Seal)**

 

Legal Representative or duly Authorized Representative: /s/ Tong Ji Lu

 

6

----