**TABLE OF CONTENTS**       **Rule**   **Page**        **1** **DEFINITIONS AND INTERPRETATION**  **2**        **2** **ASSET TRANSFER**  **3**        **3** **ASSET DELIVERY**  **4**        **4** **PROFIT AND LOSS BEFORE AND AFTER COMPLETION**  **5**        **5** **EXPENSES AND TAXATION**  **5**        **6** **LABOUR ARRANGEMENT**  **5**        **7** **STATEMENTS, REPRESENTATIONS AND WARRANTIES**  **6**        **8** **CONDITIONS PRECEDENT**  **7**        **9** **EVENTS OF BREACH AND COMPENSATION**  **7**        **10** **PRE-EMPTIVE RIGHT**  **8**        **11** **FORCE MAJEURE**  **8**        **12** **INFORMATION DISCLOSURE AND CONFIDENTIALITY**  **8**        **13** **SURVIVAL**  **9**        **14** **RESOLUTION OF DISPUTES**  **9**        **15** **NOTICES**  **9**        **16** **CONFLICTS**  **9**        **17** **NO ASSIGNMENT**  **10**        **18** **SEVERABILITY**  **10**        **19** **NO WAIVER**  **10**        **20** **GOVERNING LAW**  **10**        **21** **LANGUAGE AND COUNTERPARTS**  **10**        **22** **APPENDIX TO THIS AGREEMENT**  **10**        **23** **EFFECTIVENESS OF THIS AGREEMENT**  **10** **APPENDIX              **PARTICULARS OF TARGET ASSETS AND DESCRIPTION OF RELEVANT INFORMATION
 

 
**ASSET TRANSFER AGREEMENT****THIS AGREEMENT**is made on 15 January 2007 in Beijing, the People’s Republic of China (the “**PRC**”)   **BETWEEN:**     **Transferor:** **CHINA NETCOM (GROUP) COMPANY LIMITED**  (the “**Transferor**’’ or “**CNC China**”)  Address: Rm. 1020, China Netcom Tower, No. 21 Financial Street, XichengDistrict, Beijing  Legal Representative: Zhang Chunjiang   **Transferee:** **CHINA NETWORK COMMUNICATIONS GROUP CORPORATION**  (the “**Transferee**” or “**China Netcom Group**”)  Address: Rm. 1207, China Netcom Tower, No. 21 Financial Street, XichengDistrict, Beijing  Legal Representative: Zhang Chunjiang   **WHEREAS:**  (1) CNC China is a limited liability company established and existing in accordance with the lawsof the PRC. CNC China engages in the businesses of domestic fixed telecommunications networksand facilities (including local wireless loops), voice, data, video and multi-mediacommunications and information services based on fixed telecommunications networks in twelveprovinces, autonomous regions and municipalities including Beijing, Tianjin, Hebei, Liaoning,Shandong, Henan, Shanghai, Guangdong, Shanxi, Neimenggu, Jilin and Heilongjiang, internationaltelecommunications settlement and the development of international telecommunications market.CNC China also engages in system integration, technical development, technical service,information consultancy services, equipment manufacture and sales, design and construction inrelation to communications and information services. CNC China Is a wholly-owned subsidiary ofChina Netcom Group Corporation (Hong Kong) Limited (“**CNC HK**”). (2) China Netcom Group is a State-owned enterprise established and existing in accordance withthe laws of the PRC, and an entity in which the investment is made with the authorisation ofthe State. China Netcom Group currently holds 69.88% of the shares of CNC HK. (3) CNC HK is a corporation incorporated and existing in accordance with the laws of Hong Kong.Its shares were listed on the SEHK on 17 November 2004, and its American Depository Shareswere listed on the New York Stock Exchange on 16 November 2004. (4) CNC China engages in the businesses of domestic fixed telecommunications networks andfacilities (including local wireless loops), voice, data, video and multi-media communicationsand information services based on fixed telecommunications networks in Shanghai and Guangdongthrough its branches in Shanghai and Guangdong, and owns the relevant telecommunicationsassets. (5) CNC China intends to transfer to China Netcom Group, and China Netcom Group intends to acceptthe transfer of, the Target Assets (the “**Asset Transfer**”).**NOW THEREFORE**, for the purpose of the Asset Transfer, through friendly negotiation based on theprinciple of equality and mutual benefit, the parties hereto agree as follows:
 

 
**1** **DEFINITIONS AND INTERPRETATION** **1.1** Unless otherwise specified therein, the following expressions shall have the followingmeanings in this Agreement, including the recitals hereof and the appendix hereto:   “**Transferor**” or “**CNC China**” means China Netcom (Group) Company Limited.   “**Transferee**” or “**China Netcom Group**” means China Network Communications GroupCorporation.   “**CNC HK**” means China Netcom Group Corporation (HongKong) Limited.   “**Shanghai Branch**” means China Netcom (Group) Company Limited,Shanghai Branch.   “**Guangdong Branch**” means China Netcom (Group) Company Limited,Guangdong Branch.   “**Target Assets**” means the businesses owned by CNC China inShanghai and Guangdong in respect of thelocal domestic fixed telecommunicationsnetworks and facilities (including localwireless loops), voice, data, video andmulti-media communications and Informationservices based on fixed telecommunicationsnetwork, and the relevant core communicationsassets and liabilities in connection withtelecommunications services owned by CNCChina.   “**Asset Transfer**” means the transfer of the Target Assets bythe Transferor to the Transferee under Clause2.1 hereof.   “**Asset Transfer Price**” means the aggregate amount of the cashconsideration for the Asset Transfer asprovided in Clause 2.2 hereof.   “**Completion Date**” means the end of the month in which all theconditions precedent to the Asset Transferset out in Clause 8.1 hereof have beensatisfied or waived in writing by the partiesto the extent permitted by applicable laws,whichever is later, or another date agreedupon by the parties hereto.   “**Agreements pending Assignment**” mean the agreements as defined in Clause 3.2hereof.   “**Compensation Period**” means a period of two years from theCompletion Date as provided in Clause 9.5hereof.   “**Pre-emptive Right**” means the right granted by China Netcom Groupto CNC HK and CNC China as defined in Clause10.1 hereof.
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      “**MII**” means the Ministry of Information Industry ofthe PRC.   “**MOC**” means the Ministry of Commerce of the PRC.   “**SEHK**” means The Stock Exchange of Hong Kong Limited.**1.2** Unless otherwise expressly provided, all references to a clause or article in this Agreementshall refer to a clause or article of this Agreement. **1.3** The term “including” used in this Agreement shall refer to “including but not limited to”. **1.4** All references to a party to this Agreement or any other agreement or document in thisAgreement shall include any successor or authorised assignee of such party. **1.5** All references to any law or any provision of any law in this Agreement shall include anyamendment to or re-enactment of such law or provision, any legal provision replacing such lawor provision, and all regulations and legal documents promulgated pursuant thereto. **1.6** The headings in this Agreement and the appendix hereto are inserted for convenience only andshall not have any effect on the construction of this Agreement. **2** **ASSET TRANSFER** **2.1** The Transferor agrees to transfer the Target Assets owned by the Transferor to the Transferee(particulars of which are specified in Appendix 1) on the Completion Date as stipulated inthis Agreement, and the Transferee agrees to accept the transfer of the Target Assets, inaccordance with the terms and conditions as set forth herein. **2.2** The Transferor agrees to sell the Target Assets to the Transferee for a consideration in cashof RMB 3,500 million (the “**Asset Transfer Price**”). In addition, the Transferee will assume anaggregate principal amount of RMB 3,000 million of debt which is due and owing from theShanghai Branch and the Guangdong Branch to independent third parties upon completion of theAsset Transfer. **2.3** The parties hereto agree that the Transferee shall pay RMB 1,050 million in cash to theTransferor (equivalent to thirty per cent. (30%) of the Asset Transfer Price) in full withinone (1) business day after the Completion Date and the Transferee shall pay the remaining RMB2,450 million in cash to the Transferor (equivalent to seventy per cent. (70%) of the AssetTransfer Price) in full within thirty (30) days after the Completion Date.   The Transferee agrees to transmit the aforesaid Asset Transfer Price to a bank account asdesignated by the Transferor. **2.4** Except as provided in Clause 9.1 hereof, the Transferee shall be the owner of the TargetAssets immediately after the Completion Date.
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**3** **ASSET DELIVERY** **3.1** Except as otherwise provided by this Agreement, the Target Assets shall be deemed to havebeen legally owned by China Netcom Group on the Completion Date, and China Netcom Group shallnot bring any claims against CNC China in respect of the delivery of the Target Assets otherthan those as agreed upon herein, except in the case of any breach hereof by CNC Chinaexisting prior to the Completion Date. All assets, liabilities, responsibilities andobligations concerning the Target Assets existing prior to the Completion Date shall be borneby CNC China; and any debts concerning the Target Assets and other forms of assets,liabilities, responsibilities and obligations arising after the Completion Date shall be borneby China Netcom Group. **3.2** For the purpose of the transfer of the Target Assets, contracts and agreements executed inthe name of Shanghai Branch or Guangdong Branch or any of their sub-branches in connectionwith the Target Assets and interests which are effective shall belong to China Netcom Groupcommencing from the Completion Date, and the parties hereto have entered into deed of novationand/or consent letter with other relevant parties to some of such contracts and agreements.Due to the time limit and the amount of such contracts and agreements, there are a certainnumber of such contracts and agreements the assignment of which from CNC China to China NetcomGroup has not been approved by other relevant parties thereto (the “**Agreements PendingAssignment**”). With reference to the Agreements Pending Assignment, the parties heretospecifically agrees as follows: (1) unless otherwise provided herein, any rights, obligations, profits or lossesheld by CNC China under the Agreements Pending Assignment shall belong to China NetcomGroup commencing from the Completion Date. CNC China agrees that any interests receivedor held by CNC China in respect of the Agreements Pending Assignment shall be deemed tohave been received or held by CNC China in the capacity as a trustee of China NetcomGroup, and the ownership of such interests shall belong to China Netcom Group. CNCChina shall transfer such interests to China Netcom Group as requested by China NetcomGroup from time to time.  (2) CNC China shall exercise and perform the rights and obligations under theAgreements Pending Assignment strictly in accordance with the instructions given byChina Netcom Group from time to time, and may not amend any provisions of theAgreements Pending Assignment or terminate any of the Agreements Pending Assignment.  (3) China Netcom Group shall indemnify CNC China against any actual costs andexpenses reasonably incurred due to the performance by CNC China of its obligationsunder Clause 3.2.1 above, except those caused by an act of negligence or willfuldefault on the part of CNC China.  (4) if it is required to enforce any of the rights of China Netcom Group under theAgreements Pending Assignment in the name of CNC China, including to bring or conductlegal or arbitration proceedings or other necessary actions, CNC China shall assistChina Netcom Group in enforcing such rights in the name of CNC China.  (5) the parties hereto shall use their best endeavours to complete the formalitiesfor the assignment of the Agreements Pending Assignment as soon as practicable, and/orto obtain the approval letters from other relevant parties to the Agreements PendingAssignment.**3.3** Due to the reason that some of the Target Assets, such as land use rights, buildings,structures and vehicles, the transfer and registration formalities of which needs to becompleted, and that
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  only the de facto delivery (transfer of ownership) of such assets and not the transfer oflegal ownership of such assets (completion of the transfer formalities) can be completed onthe Completion Date, CNC China agrees to assume the obligations to assist the transfer ofthe ownership of such assets to China Netcom Group or its local branch or sub-branch afterthe Completion Date. **3.4** The Transferor and the Transferee agree that the account receivables and the account payablesbetween the Shanghai Branch and the Guangdong Branch on the one hand and the Transferor on theother hand shall be settled in cash within one (1) business day after the Completion Date. **3.5** The parties hereto agree to use their best endeavours to complete the completion formalitiesthat have not been completed on the Completion Date. The parties hereto agree to take allnecessary steps to ensure the full implementation of the completion, including but not limitedto the entering into or procuring other relevant parties to enter into any document, applyingfor and obtaining any approval, consent and permit, and handling the registration, recordingand filing of the relevant procedural documents. The parties hereto shall negotiate in anamicable manner and handle properly any relevant matters not referred to herein. **4** **PROFIT AND LOSS BEFORE AND AFTER COMPLETION** **4.1** The parties hereto agree that the profit and loss generated from the Target Assets prior tothe Completion Date (and including the Completion Date) shall be borne and owned by theTransferor. **4.2** The parties hereto agree that the profit and loss generated from the Target Assets after theCompletion Date shall be borne and owned by the Transferee. **5** **EXPENSES AND TAXATION**   The parties hereto shall pay their respective taxes arising in connection with the AssetTransfer in accordance with the requirements under the laws, regulations and regulatorydocuments of the PRC. All expenses incurred as a result of the negotiation, preparation andimplementation of this Agreement shall also be borne by the respective parties. **6** **LABOUR ARRANGEMENT** **6.1** The parties hereto acknowledge that the Transferor shall determine a list of employees whoare to be transferred to the Transferee together with the Target Assets and such employeesshall include all members of the senior management and ordinary employees. **6.2** The parties hereto acknowledge that the labour relationships of all the employees relating tothe Target Assets and their social security (including pension insurance, medical insurance,and unemployment insurance) prior to the Completion Date shall be handled and arranged by theTransferor; and that the labour relationships of all the employees relating to the TargetAssets and their social security (including pension insurance, medical insurance, andunemployment insurance) from the Completion Date shall be handled and arranged by theTransferor. **6.3** The Transferor and the Transferee shall be jointly responsible and shall jointly settle anylabour dispute arising from causes occurred before the date on which the labour contracts areamended and from the amendments to the labour contracts.
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**7** **STATEMENTS, REPRESENTATIONS AND WARRANTIES** **7.1** Each of the parties hereto represent to each other that: (1) such party has full legal right, power and authority to execute this Agreementand perform its obligations hereunder, which constitute valid obligations binding uponsuch party pursuant to the provisions of this Agreement;  (2) the performance of the provisions of this Agreement will not result in: (i) any breach of any provision of such party’s incorporationdocuments or other relevant documents, or breach of any law, regulation andrule applicable to such corporation; or  (ii) any breach of any important contract, agreement, permit orother instrument, or any order, judgement or decree issued by any court,governmental department and regulatory authority; (3) such party will provide full consultation, close collaboration and activesupport to the other party in the process of the Asset Transfer, especially insatisfying or fulfilling the conditions precedent and handling the completionformalities of the Asset Transfer;  (4) such party has executed and processed or will execute and process all necessarydocuments and approvals, and has taken or will take all necessary steps pursuant torelevant laws, regulations and rules to ensure the legality and validity of the AssetTransfer contemplated herein;  (5) such party will handle or assist the other party in the mutual handling of anymatter in respect of the Asset Transfer, including without limitation providinginformation in respect of the Transferor, drafting and executing relevant documents,and handling relevant approval and registration formalities in accordance with theprovisions of applicable law and this Agreement.**7.2** Except as provided in Clause 7.1 above, the Transferor undertakes to the Transferee inrespect of the Target Assets as follows: (1) the Transferor will operate and manage the Target Assets and the businessesrelating thereto in the ordinary manner from the date hereof till the Completion Date;  (2) the Target Assets are lawfully owned by the Transferor with a clear and legaltitle and free from any dispute;  (3) except as disclosed to the Transferee by the Transferor, the Transferor has notcreated any mortgage, pledge, lien, or any third party right over suchtelecommunications assets which may materially affect the right of the Transferee inrespect of the Target Assets;  (4) other than the liabilities as disclosed and/or the liabilities arising in theordinary course of business, the Target Assets are free and clear of, and/or will notbe affected by any actual and/or contingent liabilities or obligations prior to theCompletion Date;  (5) the transfer of the Target Assets from the Transferor to the Transfereehereunder does not constitute any breach of any contract and agreement to which theTransferor is a
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   party or any applicable law, administrative regulations and rules, nor does itconstitute any infringement of any right of any third party;  (6) there is no litigation, arbitration or administrative punishment which willmaterially and adversely affect the Target Assets or any threat of such litigation,arbitration and administrative punishment.**7.3** The Transferor and Transferee undertake that in the event that a party hereto breaches anystatement, representation and warranty set out in this Clause 7, the party in breach shallindemnify the other party in full against any claim, loss, expense or other liabilityresulting from the breach. **8** **CONDITIONS PRECEDENT** **8.1** The parties hereto agree that the completion of the following matters by the parties heretoshall constitute the conditions precedent to the Asset Transfer: (1) The approval by the shareholders of CNC HK in general meeting in relation tothe implementation of the Asset Transfer in accordance with applicable laws,regulations and listing rules;  (2) MIl, MOC and other relevant government and regulatory authorities approvingmatters relating to the Asset Transfer such as the change of the business scope of CNCChina.**8.2** The parties hereto shall use their best endeavours to cooperate to satisfy or procure thesatisfaction of each of the conditions precedent following the execution of this Agreement.Neither party may engage in any act that may preclude or restrict the satisfaction of anycondition precedent as set forth in Clause 8.1 above. **9** **EVENTS OF BREACH AND COMPENSATION** **9.1** In the event that the Transferee fails to pay to the Transferor the Asset Transfer Price asscheduled in accordance with the provisions of Clause 2.3 hereof, the Transferee shall pay tothe Transferor a daily fine in an amount equal to 0.05% of the overdue payment, and theTransferor may suspend the Asset Transfer by a written notice to the Transferee sixty (60)days after the date on which the payment is due if such amount remains unpaid. If theTransferee does not pay the Asset Transfer Price and the accrued overdue fine within thirty(30) days after receipt of the notice of payment from the Transferor, the Transferor maydeclare to terminate this Agreement.   Any suspension or termination of this Agreement and the Asset Transfer as set forthhereinabove shall not affect the rights and obligations of the parties hereto which havealready been created or accrued under this Agreement (except as provided in Clause 2.4). **9.2** Any non-performance or partial performance of this Agreement or any performance hereof not incompliance with the manner or terms as agreed herein shall constitute a breach of thisAgreement, the party in breach shall be liable to the non-defaulting party for such breach. Incase there is breach by each of the parties, their respective liabilities for such breachshall be ascertained. **9.3** After the formal execution of this Agreement, any non-performance or partial performance byeither party of any obligation, statement, warranty or undertaking provided in this Agreementshall constitute a breach hereof by such party. The party in breach shall make full andadequate compensation to the other party, including but not limited to the costs of any legalaction against
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  the party in breach incurred by non-defaulting party (including without limitationprofessional consultation fees) and any legal action involving a third party andcompensations payable to a third party (including without limitation professionalconsultation fees) due to the breach. **9.4** The maximum amount of compensation payable by one party to this Agreement to the other underthis Clause 9 shall not exceed the Asset Transfer Price. **9.5** A party to this Agreement may institute claims for compensation against the other within twoyears after the Completion Date (the “**Compensation Period**”) [, and any claims for compensationshall be subject to the relevant provisions regarding limitation on legal proceedings underPRC laws].   If a party fails to institute a claim for compensation against the other party during theCompensation Period, such party will be deemed to have waived its rights to claimcompensation under this Agreement (alternatively, the other party will be deemed not to havecommitted any breach whilst discharging Its obligations). After the Compensation Period, aparty without having instituted claims for compensation shall not institute claims forcompensation against the other in respect of the discharge of obligations under thisAgreement. **10** **PRE-EMPTIVE RIGHT** **10.1** In the event that China Netcom Group intends to dispose of the Target Assets or enter intoany joint venture or cooperation with any other party in respect of the interests in theTarget Assets following the completion of the Asset Transfer, CNC China will be entitled to afirst right to acquire them or participate in such joint venture or cooperation at terms equalto or no less favourable than those offered by China Netcom Group to other parties. **10.2** CNC China shall comply with the relevant provisions of the listing rules of the SEHK and thelaws and regulations of the PRC in its exercise of the pre-emptive right pursuant to thisClause 10. **11** **FORCE MAJEURE** **11.1** If any of the parties is rendered unable to perform or is caused to delay in his performanceof any obligation under this Agreement due to the occurrence of any event beyond itsreasonable control or due to any reason other than its own fault or negligence, such partyshall not be deemed to have breached this Agreement and the performance of such obligationshall be suspended to the extent which is fair and reasonable under the circumstances. **11.2** If a party is rendered unable to perform any of its obligations under this Agreement as aresult of a force majeure event, such party shall give a written notice to the other partywithin 7 business days of the occurrence of such force majeure event and the parties shallmitigate the damage to an extent as is reasonably possible. In the event of any force majeure,no party shall be held liable for any damage, increase in expenses or loss incurred by theother party due to any failure to perform or delay in performing this Agreement caused by suchforce majeure event, and no such failure or delay shall be deemed a breach of this Agreement.The party claiming the force majeure event as the cause of its non-performance shall takeproper steps to mitigate or eliminate the effect of the force majeure event, and shall, withinthe shortest possible time, endeavour to resume the performance of any obligation so affectedby the force majeure event. **12** **INFORMATION DISCLOSURE AND CONFIDENTIALITY**   Unless otherwise provided by the PRC laws or the laws of the place where the shares of CNCHK are listed and the listing rules or otherwise required by the SEHK or any otherregulatory
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  authorities, no party to this Agreement shall publish or permit any person to publish anyannouncement relating to this Agreement or any matter ancillary to this Agreement withoutthe prior written consent of the other party (such consent shall not be unreasonablywithheld).**13** **SURVIVAL**   Save and except as provided under Clause 9.5, the representations, warranties, covenants andindemnity set out in this Agreement shall continue to have force and effect after thecompletion of the Asset Transfer. **14** **RESOLUTION OF DISPUTES**   If any dispute arises in connection with the interpretation or implementation of thisAgreement, the relevant parties shall endeavour to resolve the dispute through friendlynegotiation or mediation conducted by the representatives appointed by each of the partiesfor such purpose. If the relevant parties fail to resolve any dispute in the manner asdescribed above within 30 days after the occurrence of such dispute, either party mayinitiate an action at a People’s Court with competent jurisdiction. **15** **NOTICES** **15.1** Any notices required to be delivered under this Agreement must be in writing and delivered tothe addresses set forth in the beginning of this Agreement, or delivered to the relevantaddresses or transmitted to the fax numbers that are notified by either of the parties to theother party in writing from time to time. **15.2** Any of the notices mentioned above must be delivered by hand, or sent by registered mail ortransmitted by fax. Any such notice shall be deemed to have been received upon delivery ifdelivered by hand, or deemed to have been received on the date of the acknowledgement ifposted by registered mail, or deemed to have been received at the time of transmission iftransmitted by fax. **15.3** The information for the delivery of notices to the parties to this Agreement are as follows:     China Network CommunicationsChina Netcom (Group) Company Limited Group Corporation    Addressee: Liu Haiqiang Addressee: Luo Gang   Address: Rm. 1020, China Netcom Tower, No.21 Financial Street, Xicheng District,Beijing Address: Rm. 1207, ChinaNetcom Tower, No. 21Financial Street, XichengDistrict, Beijing   Postal Code: 100032 Postal Code: 100032   Fax: 010 6625 9544 Fax: 010 6625 9950**16** **CONFLICTS**   In the event that there is any apparent conflict or discrepancy with the provisions of anyother relevant documents in connection with the Asset Transfer, the provisions of suchdocuments shall
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  be appropriately interpreted by reference to the provisions of thisAgreement to the extent permitted by the PRC laws. **17** **NO ASSIGNMENT**   No party shall assign or otherwise transfer or shall purport to assign all or part of itsrights, interests, liabilities or obligations under this Agreement without the prior writtenconsent of the other party to this Agreement. **18** **SEVERABILITY**   If any one or more of the provisions under this Agreement becomes invalid, illegal orunenforceable in any respect in accordance with any applicable laws, the validity, legalityand enforceability of the remaining provisions of this Agreement shall not be affected orprejudiced in any manner. **19** **NO WAIVER**   Save and except as provided under Clause 9.5, no failure or Inability of any party toexercise, and no delay in exercising, any right, power or remedy under or conferred inaccordance with this Agreement shall constitute a waiver of such right, power or remedy bythat party. **20** **GOVERNING LAW**   This Agreement shall be governed by the laws of the People’s Republic of China, and shall beinterpreted and implemented in accordance with the laws of the People’s Republic of China. **21** **LANGUAGE AND COUNTERPARTS**   This Agreement shall be written in Chinese. This Agreement shall be entered Into in 12original copies. Each of the parties shall keep 4 copies, and the remaining copies shall besubmitted to the relevant competent authorities of the government for approval and/orfiling. Each of the aforesaid copies of this Agreement shall have equal legal effect. **22** **APPENDIX TO THIS AGREEMENT** **22.1** The appendix to this Agreement is an integral part of this Agreement, and shall have the samelegal effect as the main body of this Agreement as if it was included in the main body of thisAgreement. **22.2** Amendments to this Agreement or the appendix to this Agreement shall only be made In writing,and shall be executed and chopped by the legal representatives of the parties or theirauthorized representatives, and be subject to the approvals required to be obtained by theparties in accordance with their respective constitutional documents. **23** **EFFECTIVENESS OF THIS AGREEMENT**   This Agreement shall become effective after it has been executed and chopped by the legalrepresentatives of the parties or their authorized representatives.   **In witness hereof**, this Agreement is entered into by the authorized representatives of theparties on the date and at the place stated on the first page of this Agreement.
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  (There is no text below and the next page is the signing page.)
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(This page is the signing page and does not contain any text.)**China Netcom (Group) Company Limited**(chop)Legal Representative or Authorized Representative:                                                             ****