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Exhibit 4.40
 
 COMPREHENSIVE SERVICE AGREEMENT
 
 between
 China Unicom Telecommunications Corporation
 and
 China United Telecommunications Corporation Limited
 October 26, 2006




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Table of Contents
 Page1.
    
    Basic principles
    
    
    
    
    
    
    32.
    
    Basic contents of the comprehensive services
    
    
    
    
    
    
    43.
    
    Principles of pricing and payments
    
    
    
    
    
    
    54.
    
    Terms
    
    
    
    
    
    
    65.
    
    Statements, warranties and undertakings
    
    
    
    
    
    
    66.
    
    Transfers
    
    
    
    
    
    
    87.
    
    Effectiveness
    
    
    
    
    
    
    88.
    
    Force majeure
    
    
    
    
    
    
    99.
    
    Confidentiality
    
    
    
    
    
    
    910.
    
    No waiver
    
    
    
    
    
    
    911.
    
    Notification
    
    
    
    
    
    
    912.
    
    Governing law
    
    
    
    
    
    
    1013.
    
    Settlement of disputes
    
    
    
    
    
    
    1014.
    
    Others
    
    
    
    
    
    
    10Annex 1: Interconnection and Settlement Arrangement
    
    
    13Annex 2: Roaming Arrangement
    
    
    15Annex 3: Supply of Special-purpose Telecommunications Cards
    
    
    17Annex 4: Equipment Procurement Service
    
    
    20Annex 5: Property Use and Building Leasing
    
    
    21Annex 6: Lease of Transmission Line Capacity
    
    
    23Annex 7: International Gateway Services
    
    
    24Annex 8: Value-added Services for Mobile Subscribers based on the artificial Platform
    
    
    26Annex 9: Value-added Services for Mobile Subscribers
    
    
    27Annex 10: 10010/10011 Customer Services
    
    
    28Annex 11: Agency Services
    
    
    30Annex 12: Engineering and Technical Services
    
    
    31




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(1)
    
    Party A: China Unicom Telecommunications Corporation (hereinafter referred to as the Unicom
Group)Address: Room 615, Office Tower 3, Henderson Centre, 18 Jianguomen Neidajie, BeijingLegal representative: Chang Xiaobing(2)
    
    Party B: China United Telecommunications Corporation
Limited (hereinafter referred to as Unicom A
Share Company)Address: 29/F, No. 1033 Changning Road, ShanghaiLegal representative: Chang Xiaobing
  WHEREAS:
 (1)
    
    Unicom Group is a company with limited liability established and validly existing under the
PRC laws and engages in the operation of comprehensive telecommunications business. Unicom A
Share Company is a joint stock limited company established and existing under the PRC laws and
its shares have been listed and traded on the Shanghai Stock Exchange (hereinafter referred to
as the SSE) since October 9, 2002. Unicom Group is the controlling shareholder of Unicom A
Share Company;(2)
    
    Unicom A Share Company indirectly controls China Unicom Limited (hereinafter referred to as
Unicom Red Chip) through China Unicom (BVI) Limited (hereinafter referred to as Unicom
BVI). Unicom Red Chip is a company with limited liability incorporated in the Hong Kong
Special Administrative Region of the PRC (hereinafter referred to as Hong Kong) and its shares are listed and traded in Hong Kong and the U.S. respectively;(3)
    
    China Unicom Corporation Limited (hereinafter referred to as Unicom Operating Company) is a
foreign-invested enterprise established and existing under the PRC laws and is wholly-owned by
Unicom Red Chip. Unicom Operating Company principally engages in the operation of
international and domestic long distance communications business (excluding international
communications facilities business) within the PRC, internet business and IP telephone
business, as well as mobile communications business in 30 provinces, autonomous regions and
municipalities covering Beijing, Tianjin, Shanghai, Liaoning, Hebei,
 1




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(4)
    
    On August 12, 2002, Unicom Group and Unicom A Share Company signed a Memorandum in respect of
transactions between Unicom Group or its subsidiaries (excluding Unicom A Share Company and
subsidiaries controlled by Unicom A Share Company) and Unicom Red Chip indirectly controlled
by Unicom A Share Company and its subsidiaries after the listing of the shares of Unicom A
Share Company (hereinafter referred to as the Memorandum on Connected Transactions).
According to the understanding reached under the Memorandum on Connected Transactions, if
based on the Rules Governing the Listing of Shares on the Shanghai Stock Exchange (hereinafter
referred to as the SSE Listing Rules) applicable from time to time, transactions between
Unicom Red Chip or its subsidiaries and Unicom Group or its subsidiaries (excluding Unicom A
Share Company and subsidiaries controlled by it) are subject to the approval of the minority
shareholders of Unicom A Share Company, and at the same time, based on the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as
the HKSE Listing Rules) applicable from time to time, they are deemed to be connected
transactions that are subject to the approval of the minority shareholders of Unicom Red Chip,
such connected transactions shall be conducted in two steps: First step: an agreement shall be
entered into between Unicom Group or its subsidiaries (excluding Unicom A Share Company and
subsidiaries controlled by it) and Unicom A Share Company or Unicom BVI in respect of any
proposed transaction to specify the rights and obligations of the parties under the agreement
(including, but not limited to, Unicom Group agreeing to the transfer of the rights and
obligations of Unicom A Share Company or Unicom BVI under agreements to Unicom Red Chip or its
subsidiaries); Second step: the transfer of the rights and obligations under the
above-mentioned agreement by Unicom A Share Company or Unicom BVI to Unicom Red Chip or its
subsidiaries; and(5)
    
    For the purpose of the operation of telecommunications business by Unicom Operating Company,
pursuant to the relevant provisions under the SSE Listing Rules, HKSE Listing Rules and
Memorandum on Connected Transactions, Unicom Group and its subsidiaries (excluding Unicom A
Share Company and subsidiaries controlled by it) entered into a series of continuing connected
transaction arrangements (hereinafter referred to as the Continuing Connected Transaction
Arrangements) with Unicom Operating Company, which have been announced in accordance with the
respective listing rules applicable to Unicom A Share Company and Unicom Red Chip Company and
approved by their respective independent shareholders. The above Continuing Connected
Transaction Arrangements have a term of two years, commencing on January 1, 2005 and ending on
December 31, 2006.
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1.
    
    Basic principles1.1
    
    The Comprehensive Services under this Agreement refers to certain services and facilities
provided by one Party hereto to the other Party or provided by the Parties hereto to each
other and the related expenses (hereinafter referred to as the Service Fees) are to be paid
by the recipient to the provider. Unless otherwise agreed, each Party shall be entitled to
arrange any of its subsidiary (as determined under the Enterprise Accounting Standards revised
from time to time by the Ministry of Finance) to provide or receive any related services in
accordance with the terms and conditions stipulated in this Agreement and receive or pay the
Service Fees.1.2
    
    Services and/or facilities provided by either Party hereto to the other Party under the
Agreement are non-gratuitous transactions based on the economic relationship between
enterprises. One party shall be entitled to charge reasonable Service Fees for the services
and/or facilities it provides based on the fair market principles and the other party shall
perform its corresponding payment obligations.1.3
    
    Conditions and service quality of the services and/or facilities provided under this
Agreement by any Party hereto to the other Party shall not be inferior to the conditions and
service quality of the same or similar services and/or facilities provided by such party to
any third party. The exercise of the rights under this Agreement or performance of the
obligations under this Agreement by any Party hereto shall be
conducted on an arms-length
basis.1.4
    
    If any Party hereto requires the other Party to increase the supply of any of the services
and/or facilities under this Agreement, the other party shall make its best efforts to provide
such requested services and/or facilities, of which the conditions or quality shall not be
inferior to those of the services and/or facilities provided to any third party.1.5
    
    In the event that any Party is not able to provide, in whole or in part, the services and/or
facilities under this Agreement due to any reasons other than its own fault, such Party shall
notify the other Party in a timely manner and make its best efforts to assist the other Party
in obtaining the same or similar services and/or facilities through other channels.1.6
    
    The supply of any services and/or facilities under this Agreement must comply with the use
purposes as agreed by the Parties and the relevant national standards.1.7
    
    In the event that either Party breaches this Agreement, which has caused the other Party to
incur any damages, such Party shall bear the corresponding liabilities for such breach
(including, but not limited to, direct and indirect damages caused to
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1.8
    
    When any Party hereto performs its obligation under this Agreement, the other Party shall
provide reasonable and necessary assistance to such Party.1.9
    
    Subject to Article 1.3 under this Agreement and on the condition that the fee standards of
the provider not higher than those of any independent third parties, the recipient shall agree
to select the services provided by the provider.1.10
    
    In the event that there is an independent third party in the area where the provider provides
its services, and if (i) the quality of the services provided by such third party is better
than that provided by the provider; or (ii) the fee standards for supplying services of the
same standards are lower than the fee standards of the provider, the recipient shall, after
giving a notice in writing to the provider, be entitled to terminate the supply of the related
services by the provider within such area, and the recipient shall not be liable for any
compensation.2.
    
    Basic contents of the comprehensive services2.1
    
    The comprehensive services to be provided by the Parties hereto to each other under this
Agreement and the related agreements are set out in the following annexes:
 Annex 1: Interconnection and Settlement Arrangement (to be provided by the Parties
to each other);Annex 2: Roaming Arrangement (to be provided by the Parties to each other);Annex 3: Supply of Special-purpose Telecommunications Cards (to be provided by
Party A to Party B);Annex 4: Equipment Procurement Service (to be provided by Party A to Party B);Annex 5: Property Use and Building Leasing (to be provided by the parties to each
other);Annex 6: Lease of Transmission Line Capacity (to be provided by Party B to Party
A);Annex 7: International Gateway Services (to be provided by Party A to Party B);Annex 8: Value-added Services for Mobile Subscribers based on the Artificial
Platform (to be provided by Party A to Party B);
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Annex 9: Value-added Services for Mobile Subscribers (to be provided by Party A to
Party B);Annex 10: 10010/10011 Customer Services (to be provided by Party A to Party B);Annex 11: Agency Services (to be provided by Party A to Party B);Annex 12: Engineering and Technical Services (to be provided by Party A to Party
B).
 3.
    
    Principles of pricing and payments3.1
    
    The principles of pricing and/or fee standards for the services under this Agreement are set
out in the various annexes to this Agreement.3.2
    
    The specific amounts of the service fees under this Agreement shall be calculated pursuant to
the relevant PRC accounting principles as applicable from time to time.3.3
    
    If the Parties fail to agree upon the amount of any service fees under this Agreement, it
shall be submitted to the relevant authority, which shall make a decision with the reference
to the spirits and terms of this Agreement and pursuant to the relevant national pricing
policies. The decision made by such authority shall be final and binding on both Parties.3.4
    
    Either Party shall comply with the pricing principles and fee standards as set out in this
Agreement and its annexes and pay the service fees in a timely manner in respect of the
services provided by the other Party.3.5
    
    Any Party hereto, if failing to pay the relevant service fees in a timely manner as agreed,
shall pay to the other party an overdue fine of 0.05% on the outstanding amount for each
overdue day. If any amount has been overdue for 60 days, the other Party may terminate the
relevant services by giving a notice in writing to such Party. If such Party fails to pay the
relevant service fees after 30 days of receipt of such written notice, the other Party shall
be entitled to announce the immediate termination of the relevant services. However, the
suspension or termination of such services shall not prejudice the rights and obligations
previously generated or incurred by both Parties under this Agreement.3.6
    
    In October every year, both Parties shall review the pricing standards and other terms for
each service and facility to be provided in the next accounting year under this Agreement and
enter into a supplemental agreement. If the Parties fail to reach any agreements on the terms
of the supplemental agreement before the specified time, the pricing standards and related
terms of the current year shall apply in the next accounting year until both Parties reach an
agreement or the dispute can be solved pursuant to Article 3.3.
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4.
    
    Terms4.1
    
    This Agreement shall be valid for a term of three years (the Valid Term), commencing on
January 1, 2007 subject to the fulfillment of the conditions under Article 7 of this
Agreement.4.2
    
    Unless Party B gives a notice for not renewing the Agreement in writing to Party A 60 days in
advance, this Agreement shall be extended for another Valid Term upon the expiry of its Valid
Term or expiry of the extended term subject to the relevant applicable laws, regulations or
other regulatory requirements.5.
    
    Statements, warranties and undertakings5.1
    
    Statements, warranties and undertakings of the Parties
  5.1.1
    
    that it has full power and authority (including, but not limited to, obtaining the relevant
approvals, consents or permits from the relevant government authorities) to sign this
Agreement and its annexes;5.1.2
    
    that after executed and sealed with the common seal in the required manner, this Agreement
and its annexes shall be valid and binding and are enforceable pursuant to its terms; and5.1.3
    
    that any term of this Agreement and its annexes shall under no circumstances be in violation
of the PRC laws and regulations.5.2
    
    Under the requirements of the relevant laws, regulations and listing rules, Unicom Group
agrees to continue to support the sustained development of Unicom Red Chip and its
subsidiaries (collectively the Related Operating Subsidiaries), including:5.2.1
    
    All the business licenses, consents, permits and approvals (including the business license
of Unicom Group for engaging in the related telecommunications business and similarly
hereinafter) obtained from the national communications industry authorities, such as the
Ministry of Information Industry, and other authorities currently or in the future, as well as
any other resources allocated and/or obtained (including, but not limited to, bandwidth,
frequency, phone numbers, trade marks and names, and similarly hereinafter) shall be usable by
its relevant operating subsidiaries. For the sake of the exclusive interests of the related
operating subsidiaries engaging in the listed businesses, Unicom Group shall obtain, maintain,
retain and renew such business licenses, consents, permits and approvals and other resources
pursuant to the law, and shall not conduct any acts or omissions to act that may impair the
legality, validity and renewability of the licenses, consents, permits and approvals and other
resources or the capability of
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5.2.2
    
    In order to satisfy the needs of the related operating subsidiaries in the operation of the
listed businesses, Unicom Group shall arrange the related operating subsidiaries to
participate in its existing or future roaming arrangements with third parties under normal
commercial terms;5.2.3
    
    Unicom Group shall not conduct any acts in respect of the shareholding/shares it
beneficially owns in the listed group that may lead to the possible loss of its control over
the related operating subsidiaries. To avoid doubts, the determination of the aforesaid
control shall be based on the Enterprise Accounting Standards issued by the Ministry of
Finance, as revised from time to time. Subject to the requirements under the related laws,
regulations and listing rules, Unicom Group shall also not approve or agree to the occurrence
of the aforesaid acts;5.2.4
    
    If there are any connected transactions between the related operating subsidiaries and
Unicom Group and pursuant to the relevant laws or listing rules of the place where the listed
companys shares are listed, the relevant accounting records in respect of such connected
transactions are required to be audited by the public accountants (or auditors and similarly
hereinafter) appointed by the related operating subsidiaries, Unicom Group shall agree, for
the purpose of such audits, to offer any convenience to the public accountants appointed by
the related operating subsidiaries to have full access to the relevant accounting records
(including the accounting records of Unicom Group and/or its associates);5.2.5
    
    Unicom Group shall not seek an overseas listing of its businesses or any of the businesses
of its subsidiaries that are similar to the Listed Groups existing or future businesses
unless through Unicom Red Chip;5.2.6
    
    Unicom Group undertakes that as long as the shares of Unicom A Share Company and Unicom Red
Chip are listed and traded and pursuant to the laws or listing rules of the places where the shares are listed, Unicom Group is deemed to be the controlling shareholder and an associate
of the controlling shareholder of Unicom A Share Company and Unicom Red Chip. Save for the
CDMA mobile communications business, Unicom Group shall not engage or participate in, and
shall prevent and avoid any of its other subordinate enterprises from engaging or
participating in any business within the PRC in any way (including, but not limited to, a
wholly owned enterprise, equity joint venture and cooperative joint venture and directly or
indirectly owning shares or other interest in other companies or enterprises, except through
the related operating subsidiaries, and similarly hereinafter), that may compete with Unicom A
Share Company or Unicom Red Chip. If Unicom Group and/or any of its subordinate enterprises
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5.2.7
    
    If Unicom Group or any of its other subordinate enterprises obtain any governmental
approval, authorization or permit to develop any new telecommunications technologies, products
or services, or intend to develop any new telecommunications technologies, products or
services, or have secured any other operating opportunities, Unicom shall directly and/or
procure its relevant subordinate enterprises to immediately inform the related operating
subsidiaries of the relevant situation, and shall first provide such governmental approval,
authorization or permit and the rights for the development of such new telecommunications
technologies, products and services and the right of leveraging on any such operating
opportunities to Unicom Operating Company or its subsidiaries in accordance with the needs of
the related operating subsidiary after completion of the requisite formalities.5.2.8
    
    The Parties hereby agree that the above statements, warranties and undertakings of Unicom
Group shall supersede the relevant statements, warranties and undertakings under Sections 13,
14, 16, 17 and 18 under Article 3.2 and Article 5.1 and Article 5.2 in the Reorganization
Agreement it entered into with Unicom Operating Company on April 21, 2000, while other terms
under the Reorganization Agreement shall remain unchanged.6.
    
    Transfers6.1
    
    Subject to the terms and conditions as stipulated in this Agreement and those as agreed in
the Memorandum on Connected Transactions, Party A irrevocably agrees that Party B may transfer
its rights and obligations under this Agreement to any of its related operating subsidiaries
and no other consent from Party A is required in respect of the transfer by Party B of its
rights and obligations under this Agreement to any of its related operating subsidiaries.6.2
    
    Once Party B has transferred its rights and obligations under this Agreement to any of its
related operating subsidiaries, such related operating subsidiaries shall immediately succeed
to all the rights and obligations of Party B under this Agreement and Party B shall
immediately be released from the related rights and obligations to which the related operating
subsidiaries have succeeded.7.
    
    Effectiveness
  7.1
    
    The shareholders general meeting of Party B approves the execution of this
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7.2
    
    The shareholders general meeting of Unicom Red Chip approves the transfer of its rights and
obligations under this Agreement to the related operating subsidiaries in compliance with the
applicable laws, regulations and listing rules.8.
    
    Force majeure
  9.
    
    Confidentiality
  10.
    
    No waiver
  11.
    
    Notification
  9




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China United Telecommunications 
Corporation
    
    China Unicom Telecommunications
Corporation LimitedRecipient: Chen Pei
    
    attention: Zhao YileiPostal address: Level 10, No. 133A,
    
    Postal address: 29/F, No. 1033Xidan Beidajie, Xicheng District,
    
    Changning Road, ShanghaiBeijingPostal Code: 100032
    
    Postal Code: 200050
 12.
    
    Governing law
  13.
    
    Settlement of disputes
  14.
    
    Others14.1
    
    Once this Agreement takes effect, the former continuing connected transaction arrangement
shall be terminated immediately.14.2
    
    Annex 1 to Annex 11 under this Agreement are an integral part of this Agreement and shall have
the equal status with the text of this Agreement. In the event of inconsistency between the
agreements in the annexes of this Agreement and the text of this Agreement, the Agreements
under the annexes of this Agreement shall prevail.14.3
    
    Upon reaching agreement by the Parties through negotiation, the Parties may amend or
supplement this Agreement and its annexes and all amendments or supplements shall take effect
after executed in writing by the legal or authorized representatives of the Parties and sealed
with their common seals.14.4
    
    This Agreement is severable, that is, if any article under this Agreement and its annexes is
confirmed to be in violation of the laws and unenforceable, this shall not affect the validity
and enforceability of any other articles of this Agreement and its annexes.14.5
    
    This Agreement is signed in four copies with each Party holding two copies. All copies shall
have the equal legal status.
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/s/ Chang Xiaobing
    /s/ Sun Qian
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Annex 1: Interconnection and Settlement Arrangement
 1.
    
    Types of interconnectionPart B and Party A agree to accomplish the interconnection of the various
telecommunications networks between them for the purpose of operating the mobile
communications business in relation to their various telecommunications networks, which
currently includes the interconnection of the cellular mobile phone networks of the Parties
and other telecommunication networks.2.
    
    Interconnection technical rules, technical standards, interconnection fee sharing and project
construction2.1
    
    The various types of interconnection between the Parties specified in the above shall comply
with the interconnection technical rules and technical standards promulgated by the relevant
national communications authorities.2.2
    
    The Parties shall determine the issues, such as the method for interconnection fee sharing
and project construction, through negotiation with reference to the relevant requirements of
the national communications authorities.3.
    
    Obligations of the Parties3.1
    
    The Parties shall ensure that the communications quality between the networks is not lower
than the communications quality of similar operations within their respective own networks.3.2
    
    As for the telecommunications businesses (including special businesses and intelligent
businesses) provided by any Party to subscribers of its own network, the Party shall, at the
request of the other Party, provide the same services to subscribers of the telecommunications
network of the other Party unconditionally and promptly and shall ensure the service quality
provided that this is technically feasible.4.
    
    Network management and adjustment4.1
    
    If any network capacity expansion implemented by any Party might affect the communications of
the other Party, the Party shall inform the other Party six months in advance.4.2
    
    If any adjustments made by any Party to the route system, trunk circuit, signaling mode, cell
data and software in its network might affect the communications of the other Partys
subscribers, the Party shall inform the other Party 30 days in advance.4.3
    
    Any Party shall, at the request of the other Party, offer timely cooperation in any
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5.
    
    Maintenance, technical failure and failure recovery5.1
    
    The Parties shall conduct network maintenance in accordance with the relevant regulations
promulgated by the relevant national communications authorities from time to time so as to
ensure the normal operation of the entire network.5.2
    
    Any Party shall not terminate the interconnection between the networks without consent of the
other Party.5.3
    
    If there is a network breakdown or extremely heavy communication traffic, the Parties shall
immediately take effective measures to restore the smooth operation.6.
    
    Settlement and payment of the fees6.1
    
    Settlement principles
 6.1.1
    
    Settlement for the Parties mobile communications networks
    6.1.2
    
    Settlement of any other interconnections of the PartiesThe Parties agree that settlement shall be made in accordance with the relevant
provisions stipulated in the Notice Concerning the Distribution of Settlement for
Interconnections and Sharing of Relaying Fees (Xin Bu Dian [2003] No. 454)
promulgated by the Ministry of the Information Industry on October 28, 2003.6.1.3
    
    The Parties hereby further agree that if the settlement made with reference
to the settlement method (and its amendments from time to time) formulated by the
relevant national authorities in respect of the similar settlement for interconnection
is more favorable to Party B than the above interconnection settlement arrangements,
settlement shall be made with
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6.2
    
    Fee standardsInterconnection settlement shall be based on Party Bs billing information. If there is a
discrepancy of more than 3% between the billing information of the Parties, the Parties
shall separately determine the settlement basis through negotiations.
 6.3
    
    Transmission of billing information and settlement
 (1)
    
    Between the Parties mobile networksThe Parties agree that pursuant to the requirements of the settlement centre
subordinated to Party B (hereinafter referred to as the Settlement Centre), the
relevant information on call fees shall be sent to the Settlement Centre before the
25th day of each month for compilation and processing. The Settlement
Centre shall prepare the relevant interconnection settlement statements.The Parties agree that settlement shall be made on a monthly basis according to the
above interconnection settlement statements prepared by the Settlement Centre.(2)
    
    Any other types of settlements for the interconnection of mobile networks and
fixed networks of the PartiesThe Parties agree that settlement shall be made directly by their respective
subordinate entities in accordance with the settlement principles stipulated in
this annex on a monthly basis.
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Annex 2: Roaming Arrangement
 1.
    
    As Party A and Party B operate the mobile phone businesses in their respective service areas,
the Parties agree to make the following arrangements so as to provide the roaming services to
their subscribers:1.1
    
    The Parties agree that an arrangement for automatic roaming shall be made in respect of their
mobile phone networks. This will allow mobile phone subscribers of any Party to make and
receive calls in service areas of the other Party.1.2
    
    The Parties agree that mobile communication subscribers using the roaming service shall pay
roaming fees at the agreed rate of RMB0.60 per minute for any calls, no matter incoming or
outgoing, in accordance with the guideline issued by the Ministry of the Information Industry.
 (1)
    
    If Party Bs mobile subscribers use the roaming service in Party As service
areas, the roaming fee shall be charged by Party B and shall be allocated in the
following way: (i) RMB0.40 shall be paid to Party A; and (ii) RMB0.20 shall be
retained by Party B.(2)
    
    If Party As mobile subscribers use the roaming service in Party Bs service
areas, the roaming fee shall be charged by Party A and shall be allocated in the
following way: (i) RMB0.56 shall be paid to Party B; and (ii) RMB0.04 shall be
retained by Party A.
 1.3
    
    If Party Bs mobile business covers all the areas of China, items 1.1 and 1.2 in the above
will be terminated automatically.2.
    
    Mobile phone network roaming with other domestic and/or international mobile operators
(collectively referred to as Other Operators in this annex)2.1
    
    Party A agrees to make the necessary arrangements to allow Party B to accomplish the roaming
on the mobile phone networks of Other Operators; Party B agrees to provide its all
long-distance backbone networks to accomplish the above roaming.2.2
    
    The Parties agree that the roaming service and settlement shall be provided and made with
Other Operators in accordance with the relevant roaming agreements signed between Party A and
Other Operators.2.3
    
    If Party As mobile subscribers use the roaming service in the mobile service areas of any
third party in accordance with Party As international roaming arrangements or if subscribers
of Other Operators use the roaming service in Party As mobile service areas in accordance
with the above arrangements, Party B shall charge 50% of the roaming revenue in accordance
with its international roaming arrangements.
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3.
    
    The Parties agree that settlement shall be made directly by their respective subordinate
entities in accordance with the settlement principles stipulated in this annex on a monthly basis.
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Annex 3: Supply of Special-purpose Telecommunications Cards
 1.
    
    Scope of the special-purpose telecommunications card supply serviceBased on its actual needs, Party B may request Party A (or any subsidiaries controlled by
it) to supply special-purpose cards (collectively referred to as special-purpose
telecommunications cards in this annex), including SIM cards, UIM cards, IP phone cards,
long-distance cards and rechargeable cards to Party B.2.
    
    Quantity of special-purpose telecommunications cards2.1
    
    Confirmation of annual and installment card ordering plans
 (1)
    
    Party B shall submit its annual plan for ordering special-purpose
telecommunications cards for the next year to Party A in October each year pursuant to
its annual business development plan.(2)
    
    Party B shall confirm to Party A its card ordering plans for the periods of
May to August, September to December of the current year and January to April of the
second year respectively in February, May and September each year. Except for reasons
of force majeure, Party A shall provide special-purpose telecommunications cards in
accordance with the card ordering plans confirmed by Party B.
 2.2
    
    Rush order/temporary ordersParty B shall have the right to make adjustments to the aforesaid card ordering plans. As
to any rush orders/temporary orders resulted from any such adjustments, Party A shall try
all its best efforts to satisfy the orders and shall confirm to Party B within three days
upon receiving Party Bs request whether it can supply the relevant special-purpose
telecommunications cards pursuant to Party Bs requirements.3.
    
    Price of special-purpose telecommunications cards3.1
    
    The Parties agree that the price of special-purpose telecommunications cards shall be
determined in accordance with the actual costs (including the costs for importing
special-purpose telecommunications cards, the production costs and the costs for supplying
special-purpose telecommunications cards to Party B) incurred by Party A in providing
special-purpose telecommunications cards, plus a profit margin of not more than 20% as agreed
by the Parties from time to time. The Parties agree that certain discounts shall be offered
through consultation based on the quantity of special-purpose telecommunications cards ordered
by Party B.3.2
    
    For any rush orders or temporary orders made by Party B in addition to the normal card
orders, Party A might, at its discretion, charge an additional fee of not
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3.3
    
    The Parties agree to make a review and determine the exact sale price of each kind of
special-purpose telecommunications cards for the next year in December each year.4.
    
    Time and place for the delivery of special-purpose telecommunications cardsParty A shall deliver special-purpose telecommunications cards to the locations specified
by Party B in accordance with the time stipulated in the card ordering plans and the
arrangements for rush and temporary orders.5.
    
    Quality of special-purpose telecommunications cards5.1
    
    Party A guarantees that the quality of special-purpose telecommunications cards supplied by
it complies with the standards formulated by the relevant national authorities and any
necessary evidencing certificates would be provided.5.2
    
    Party A guarantees that all the numbers, codes and passwords of the specials-purpose
telecommunications cards supplied by it shall be produced under a secure and reliable
environment. Party A also guarantees the technology, security and confidentiality of such
members, codes and passwords.5.3
    
    If Party B raises any question about the quality of special-purpose telecommunications cards
within five days upon receipt of the special-purpose telecommunications cards supplied by
Party A, Party A shall be responsible for replacement and/or repair of any defect
special-purpose telecommunications cards, so that they will meet the relevant standards and
the requirements of Party B, unless the defect is caused by Party B.5.4
    
    If Party B suffers any losses due to the quality problems of special-purpose
telecommunications cards not identified by it after it has made reasonable efforts, Party A
shall indemnify Party B for all the direct losses incurred by Party B due to those quality
problems.6.
    
    Payment6.1
    
    Party B shall make an advance payment of the amount equivalent to 15% of the aggregate
purchase price for the special-purpose telecommunications special-purpose cards ordered by it
to Party A when confirming its card order.Party B shall make a payment of the remaining balance equivalent to 85% of the aggregate
purchase price for special-purpose telecommunications cards ordered by it to Party A when
Party A delivers all the special-purpose telecommunications cards in accordance with the
relevant card order placed by Party B.
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6.2
    
    Payment for rush/temporary ordersUpon confirmation of any rush/temporary order placed by Part B, Party B shall promptly make
a full payment (including the rush order charge) to Party A and request Party A to deliver
special-purpose telecommunications cards in a timely manner.7.
    
    Other special-purpose telecommunications cardsParty B may request Party A to supply any other special-purpose telecommunications cards
according to its business development needs. Party A shall supply the cards if there is a
workable plan after making an overall consideration of certain factors, such as specific
technology and operation conditions.The Parties agree to negotiate with each other on issues such as the quantity, price and
payment of any other special-purpose telecommunications cards. The price of the relevant
special-purpose telecommunications cards shall be determined in accordance with the actual
costs, plus a profit margin of not more than 20%.
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Annex 4: Equipment Procurement Service
 1.
    
    Scope of the equipment procurement serviceIn accordance with its actual needs, Party B requests Party A (through any subsidiaries
controlled by it) to act as its agent responsible for purchasing telecommunications
equipment and other materials from the overseas.Party A shall provide comprehensive procurement services in accordance with the Party Bs
requirements, including tender invitation, consultation and agency.2.
    
    Procedures for equipment procurement serviceThe Parties agree that Party A shall provide equipment procurement services to Party B in
accordance with Notice on the Provisions for the Procurement of Communications Equipment by
China United Telecommunications Corporation (China Unicom Mao Zi [2003] No.754), Notice on
the Administrative Measures for the Import of Communications Equipment by China United
Telecommunications Corporation (China Unicom Mao Zi [2004] No.8) and the provisions
stipulated in other relevant documents as agreed by the Parties to be applicable.3.
    
    Equipment procurement service fees and payment3.1
    
    Party B shall pay service fees for equipment procurements to Party A:
 (1)
    
    For foreign trade contracts for equipment procurements with a contract price
of less than US$30 million (including US$30 million), the service fees shall be
charged at 0.55% of the contract price. For contracts with a contract price of more
than US$30 million, the service fees (including bank charges) shall be charged at
0.35% of the contract price;(2)
    
    For domestic trade contracts for equipment procurements signed by Party A as
the agent with a contract price of less than RMB200 million (including RMB200
million), the service fees shall be charged at 0.25% of the contract price. For
contracts with a contract price of more than RMB200 million, the service fees shall be
charged at 0.15% of the contract price.
 3.2
    
    Party B agrees to pay the service fees to Party A on a monthly basis.For any overdue service fees, Party B shall pay an overdue fine to Party A at 0.5% of any
outstanding amount for each day overdue.
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Annex 5: Property Use and Building Leasing
 1.
    
    Use and purposes of property1.1
    
    Any Party hereto agrees that it (or any subsidiaries controlled by it) (hereinafter referred
to as the Provider) shall provide certain property owned by it (hereinafter referred to as
Self-owned Property) and certain property whose use rights are obtained from third parties
(hereinafter referred to as Third-party Property) (including sites, buildings, air
conditioning, power supply, power equipment and related ancillary facilities) to the other
Party (hereinafter referred to as the Recipient) for its use in accordance with any requests
made by the other Party from time to time.1.2
    
    The Recipient shall use the aforesaid property of the Provider for the purposes of offices,
business premises, retail stores and business operation.1.3
    
    The Provider shall make the relevant property available for examination by the Recipient
before signing a formal use or lease agreement. The property shall be in good condition and
meet with the requirements of the Recipient.2.
    
    Fees and payments2.1
    
    For the use of any Self-owned Property as provided by the Provider, the fees or rentals to be
paid by the Recipient shall be determined in accordance with the lower of the depreciation
costs of such property and the market price for using similar property in the place where the
property is located. Notwithstanding the above provisions, the Provider may choose to charge
the fees in accordance with the market price of the place where the relevant property is
located.2.2
    
    For the lease of buildings, apart from paying the building rentals, the Recipient shall
separately pay the expenses (hereinafter referred to as Miscellaneous Expenses) for water,
electricity and air conditioning actually consumed or used by the Recipient and the property
management fees for the leased buildings on schedule in accordance with the price or charge
standards set by the relevant pricing authorities. Except the aforesaid rentals, Miscellaneous
Expenses, property management fees and any other expenses incurred as a result of the
violation of this provision by the Recipient, the Provider guarantees that it shall not ask
the Recipient to bear and/or pay any other fees (including any tax payable by the Provider) in
connection with the buildings lease.2.3
    
    For the use of any Third-party Property by the Recipient, the Parties shall share the fees
actually paid to any third parties proportionally based on their respective use of the
relevant property.2.4
    
    For any building leases, the relevant rental, miscellaneous expenses and property management
fees shall be paid as follows:
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2.4.1
    
    During the valid term of a lease agreement, the Recipient shall pay the
rentals to the Provider on a quarterly basis. The rentals shall be paid within 5 days
after the end of each quarter.2.4.2
    
    During the valid term of a lease agreement, the Miscellaneous Expenses shall
be paid on a monthly basis. Upon receipt of the invoice of the Miscellaneous Expenses
from the relevant property management company, the Provider shall submit the invoice
to the Recipient within five days. The Recipient may pay the Miscellaneous Expenses
directly to the property management company pursuant to the requirements of the
property management company or may make a payment to the Provider who will pay on its
behalf. If the Provider is to make the payment on behalf of the Recipient, the
Provider shall submit the relevant receipt to the Recipient for filing.2.4.3
    
    During the valid term of a lease agreement, the property management fee for
the leased buildings shall be paid on a monthly basis. The property management fee
shall be paid by the Recipient at the end of each month pursuant to the requirements
of the relevant property management company to the property management company through
the Provider or directly. If the provider is to make the payment on behalf of the
Recipient, the Provider shall submit the relevant receipt to the Recipient for filing.
 2.5
    
    For the use of any other property other than buildings, the Recipient shall pay the fees to
the Provider within 15 days after the end of each month on a monthly basis.2.6
    
    For any overdue fees or rentals, the Recipient shall pay an overdue fine to the Provider at
0.05% of any outstanding amount for each day overdue.3.
    
    Covenants and warrantiesThe Provider guarantees that it has the right to provide the aforesaid Self-owned Property
and Third-party Property (including sites, buildings and related ancillary facilities) for
use by the Recipient. In the event that under any circumstances or for any reason, there is
any dispute on the ownership and/or use right of the property, that has prevented the
Recipient from exercising its right under this annex or has caused the Recipient to have
incurred any other damages, the Provider agrees to indemnify the Recipient for all the
losses incurred.4.
    
    Matters that have not been dealt with in this annex shall be agreed on by the Provider and
the Recipient through any other specific property use and building lease agreements.
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Annex 6: Lease of Transmission Line Capacity
 1.
    
    Lease of transmission line capacity and its scopeParty B (as the Lessor) agrees to lease the transmission line capacity required for the
operation of the relevant communication business to Party A and/or any subsidiaries
controlled by it (as the Lessee) in accordance with the requirements of Party And to the
reasonable extent.2.
    
    Leased volumeThe Parties shall confirm the volume of the transmission capacity to be leased by the
Lessee once every 12 months.3.
    
    Rental and payment3.1
    
    The rental for the transmission line capacity shall be determined by the Parties in
accordance with the current fee standards set forth by the relevant national authorities, with
a discount within the floating range (10%) permitted by the relevant authority and agreed by
the Parties. However, the discount offered by the Lessor to the Lessee shall not be greater
than the discount offered by it to a third-party lessee under the similar circumstances.3.2
    
    If the relevant national authorities make an adjustment to the relevant fee standards, the
Parties agree to make any necessary adjustment to the discount.3.3
    
    The Lessee shall pay the rental to the Lessor in full within 15 days after the end of each
month on a monthly basis.3.4
    
    For any overdue rental, the Lessee shall pay an overdue fine to the Lessor at 0.05% of any
outstanding amount for each day overdue.4.
    
    Quality assurance and failure recovery4.1
    
    The Lessor guarantees that the transmission line capacity leased to the Lessee by it complies
with the standards and regulations formulated by the relevant national authorities.4.2
    
    The Lessee guarantees that the relevant communication equipment connected to the Lessors
facilities complies with the quality standards and technical requirements provided by the
relevant national authorities.4.3
    
    The Lessor shall guarantee the safety of the transmission line capacity leased to the Lessee
by it.5.
    
    Matters that are not dealt with in this annex shall be handled in accordance with the
relevant rules in respect of the transmission line capacity leasing business
formulated by the Lessor pursuant to the law.
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Annex 7: International Gateway Services
 1.
    
    Scope of the international gateway services1.1
    
    Party A owns and operates the international gateways in Guangzhou, Shanghai and Beijing
(under construction).1.2
    
    If Party B requires the international gateways to provide any corresponding services (such as
mobile phone international automatic roaming signaling transfer service) for operating the
relevant businesses, Party A agrees to provide the relevant services in accordance with the
requirements of Party B.1.3
    
    All revenue derived by Party B from operating businesses on the basis of the gateway services
will be vested in Party B.1.4
    
    Party A undertakes not to provide international gateway services to any other operators.2.
    
    International gateway service fee rates and payment2.1
    
    The service fees charged by Party A to Party B is calculated according to the following
formula:All the actual expenses incurred by Party A in the reasonable operation and maintenance of
the international gateways (including depreciation expenses) × (1+10%)2.2
    
    International gateway service fee payment.Party B shall pay the relevant service fees to Party A within 15 days after the end of each
month on a monthly basis.2.3
    
    For any overdue amount of the service fees, Party B shall pay an overdue fine to Party A at
0.05% of any outstanding amount for each day overdue.3.
    
    Quality assurance and failure recovery3.1
    
    Party A guarantees that the relevant equipment of its international gateways complies with
the standards and regulations formulated by the relevant national authorities and it shall
operate and maintain the international gateways in accordance with the technical standards
formulated by the relevant national authorities.3.2
    
    Party B guarantees that its communication equipment connected to the international gateways
complies with the quality standards and technical requirements provided by the relevant
national authorities.
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3.3
    
    If there is a reasonable ground for Party A to restructure its international gateways, Party
A shall give an advance notice to Party B and make appropriate arrangements to ensure the
normal operations of Party B as much as possible.3.4
    
    Party A shall have a department dedicated to handling any failure reports submitted by Party
B on a round-the-clock basis and make appropriate arrangements to handle any such failures.
Upon identifying any failure or receiving the failure report from Party B, Party A shall
immediately arrange for handling the failure and Party B shall send its personnel to offer
assistance. Party A guarantees that it shall fix any such failures related to the
international gateways within the recovery time frame stipulated in the relevant national
maintenance procedure.3.5
    
    In the event that any businesses operated by Party B are affected due to any reasons related
to the international gateways, Party A shall be responsible for the direct losses and
reasonable indirect losses caused to Party B.4.
    
    Party A agrees that it shall transfer the international gateways to Party B at the request of
Party B when Party B can own the international gateways pursuant to the future laws.
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Annex 8: Value-added Services for Mobile Subscribers based on the Artificial Platform
 1.
    
    Overview of the servicesParty A (or any subsidiaries controlled by it), acting as the provider, offers various
value-added services, including, but not limited to, Unicom secretarial and manual
information services, to mobile phone subscribers of Party B through the artificial
integrated platform.2.
    
    Settlement2.1
    
    The actual cash revenue generated from the provision of the value-added services referred to
in this annex as provided by Party A to Party B shall be settled by Party B and the respective
branches of the provider at the proportion of 4:6. The settlement proportion shall not exceed
the average level of the proportions used by Party B for any other similar value-added
telecommunications services provided by any other CP/SPs independent of the provider in the
same region.2.2
    
    Settlements shall be based on the billing information collected by Party B.2.3
    
    The Parties agree that settlements shall be made directly by their respective subordinate
entities in accordance with the settlement principles stipulated in this annex on a monthly
basis.3.
    
    Obligations of the Parties concerned3.1
    
    In the event that the network construction (including, but not limited to, capacity expansion
or renovation) carried out by any Party may affect the service businesses referred to in this
annex, the Party concerned shall inform the other Party six months in advance.3.2
    
    The Parties concerned shall carry out the maintenance of the network in accordance with the
relevant regulations promulgated by the relevant national communications authorities of from
time to time so as to ensure the normal operation of the entire network.3.3
    
    The Parties concerned shall not suspend communications arising from the service businesses
referred to in this annex without the consent from the other Party. In case of any suspended
communications or seriously impeded communications, the Parties concerned shall immediately
take effective measures to restore communications.
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Annex 9: Value-added Services for Mobile Subscribers
 1.
    
    Overview of the servicesParty A (or any subsidiaries controlled by it), acting as the provider, offers various
value-added services to mobile phone subscribers of Party B through the mobile
communications network and information platform.2.
    
    Settlement2.1
    
    The actual cash revenue generated from the provision of the value-added services referred to
in this annex by the provider to Party B shall be settled by Party B and the respective
branches of the provider according to the average level of the proportions used by Party B for
any other similar value-added telecommunications services provided by any other CP/SPs
independent of the provider in the same region.2.2
    
    Settlements shall be based on the billing information collected by Party B.2.3
    
    The Parties agree that settlements shall be made directly by their respective subordinate
entities in accordance with the settlement principles stipulated in this annex on a monthly
basis.3.
    
    Obligations of the Parties concerned3.1
    
    In the event that the network construction (including, but not limited to, capacity expansion
or renovation) carried out by any Party may affect the service businesses referred to in this
annex, the Party concerned shall inform the other Party six months in advance.3.2
    
    The Parties concerned shall carry out the maintenance of the network in accordance with the
relevant regulations promulgated by the relevant national communications authorities from time
to time so as to ensure the normal operation of the entire network.3.3
    
    The Parties concerned shall not suspend communications arising from the service businesses
referred to in this annex without the consent from the other Party. In case of any suspended
communications or seriously impeded communications, the Parties concerned shall immediately
take effective measures to restore communications.
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Annex 10: 10010/10011 Customer Services
 1.
    
    ServicesParty A (or any subsidiaries controlled by it), acting as the provider, offers customer
services, such as business consultation, call fee enquiry, service acceptance, complaint
handling (hereinafter referred to as10010 Basic Services), as well as customer callback,
subscriber retention (hereinafter referred to as10010 Value-added Services) to Party B
through its 10010/10011 business platform and charges a fee to Party B.2.
    
    Fee standards2.1
    
    The standards for the fees of the services referred to in this annex: Costs for rendering
the above customer services (Customer Service Costs) plus a profit margin of not more than
10%.2.2
    
    The above Customer Service Costs shall be determined by multiplying the cost per seat with
the actual effective seats :
 (1)
    
    For economically developed major cities (such as Beijing, Shanghai and
Guangdong), the cost per seat is the actual cost per seat (defined as follows) for the
region in the previous year. For regions other than these economically developed major
cities, the cost per seat is the actual cost per seat for the region in the previous
year or the average actual cost per seat (defined as follows) for the whole country
(excluding Beijing and Shanghai) with a premium of 10%, whichever is the lower.The actual cost per seat includes staff wages, management fee, operation and
maintenance fee, equipment depreciation and site rental related to the 10010
Customer Service Business. The actual cost per seat for each region is determined
by dividing the 10010/10011 customer service seat cost for the region incurred by
the provider as recognized in the auditors report issued by an independent
auditing institution in the previous year by the annual average monthly seats in
the previous year. The auditors report and the relevant supporting documents shall
be submitted to the auditor of Party B.(b)
    
    The determination of the actual effective seats: The provider shall provide
the seat number in the previous month to Party B before the 10th day of
each month. Party B shall confirm the effective seat number with reference to the
service standards of customer service centers stipulated in Standards for
Telecommunications Services (Trial) issued by the Ministry of the Information Industry
within five working days. The effective seat number shall be based on the number
finally confirmed by Party B.
 2.3
    
    The Parties concerned agree that settlement shall be conducted directly by their
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respective subordinate entities in accordance with the fee standards stipulated in this
annex on a monthly basis.3.
    
    Obligations of the Parties concerned3.1
    
    Party A shall properly increase the service seat number or service contents, including, but
not limited to, offering services in relation to the establishment of designated seats for the
10010 value-added service in accordance with the written instruction of Party B. The cost per
seat shall be determined with the reference to item 2(a) above.3.2
    
    Party B shall provide the information on any new businesses undertaken by Party B for mobile
subscribers to the provider in a timely manner and provide the information on various
businesses undertaken by Party B for mobile subscribers to the provider from time to time in
accordance with the requirements of the provider.3.3
    
    The Parties concerned shall not suspend communications arising from the service businesses
referred to in this annex without the consent of the other party. In case of any suspended
communications or seriously impeded communications, the Parties concerned shall immediately
take effective measures to restore communications.
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Annex 11: Agency Services
 1.
    
    ServicesParty A (or any subsidiaries controlled by it), acting as the provider, launches
product/service promotion and marketing activities in accordance with the market conditions
and the needs and requirements of Party B.2.
    
    Fee standardsThe fee standards for providing the services by the provider shall not be lower than the
fee standard of any independent third party agents for the acquisition of subscribers for
Party B in the same region. The agency fee charged to Party B shall not be higher than the
average agency fee charged by any independent third party agents for the acquisition of
subscribers for Party B in the same region.3.
    
    Other payment issues3.1
    
    Billing shall be based on the information collected by Party B.3.2
    
    The Parties agree that payments shall be made directly by their respective subordinate
entities in accordance with the fee standards stipulated in this annex on a monthly basis.
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Annex 12: Engineering and Technical Services
 1.
    
    ServicesParty A (or any subsidiaries controlled by it), acting as the provider, offers engineering
and technical services to Party B in accordance with the needs and requirements of Party B
(the Recipient).2.
    
    Method for determining the providerThe Parties have agreed that the Recipient shall determine the actual provider for
engineering and technical services through tender invitation. The provider shall have the
qualifications and conditions not inferior to that of any independent third parties and
shall participate in the tender invitation procedure equally with any independent third
parties.3.
    
    Service standardsThe service standards for providing the above services to the Recipient by the provider
shall not be lower than the service standards for providing similar services to the
Recipient by other independent third parties.4.
    
    Fee standardsThe fee standards for engineering services shall be determined with the reference to and
shall not be higher than the Fee Standards for Survey and Engineering promulgated by the
former State Planning Commission and the Ministry of Construction in 2002 and other
relevant national standards, and shall not be higher than the fee standards adopted by
other independent third parties providing similar services in the industry.4.1
    
    The fee standards for technical services shall be determined with the reference to and shall
not be higher than the Circular of the State Planning Commission on Printing and Distributing
the Interim Provisions on Construction Project Preliminary Work Consultation Fees promulgated
by the former State Planning Commission in 1999 and other relevant national standards, and
shall not be higher than the fee standards adopted by other independent third parties
providing similar services in the industry.5.
    
    Other settlement issues5.1
    
    The Parties concerned agree that settlements shall be made directly by their respective
subordinate entities in accordance with the fee standards stipulated in this annex and
payments shall be made with the progress of the actual contract performance.
 31