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                                                                   EXHIBIT 10.33

                   TELECOMMUNICATION ASSETS TRANSFER AGREEMENT

                                 BY AND BETWEEN

                 CHINA NETWORK COMMUNICATIONS GROUP CORPORATION

                                        &

                        GUANGDONG COMMUNICATIONS CO., LTD

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                   TELECOMMUNICATION ASSETS TRANSFER AGREEMENT

THIS AGREEMENT is made and entered into on June 10, 2004 in Beijing, People's
Republic of China ("PRC") by and between the following two parties:

(1) PARTY A: CHINA NETWORK COMMUNICATIONS GROUP CORPORATION.

    Legal Representative: Zhang Chunjiang

(2) PARTY B: GUANGDONG COMMUNICATIONS CO., LTD

    Legal Representative: Fei Aihua

WHEREAS:

(1)   Party A is an organization established with investment authorized by the
      State and a pilot project for state-holding corporations, and Party B is a
      limited stock company which is wholly owned directly and indirectly by
      Party A;

(2)   Currently, Party B owns the main telecommunication assets and their
      related liabilities and rights ("Such Telecommunication Assets") located
      within Guangdong province which are listed in the Asset Valuation Report
      taking December 31, 2003 as the benchmark day for valuation ("Asset
      Valuation Report") prepared by Beijing Zhongqihua Asset Valuation Limited
      Company - an asset valuation institution accepted by both parties hereto;

(3)   According to Party A's requirements for asset integration and in
      preparation for its overseas listing, Such Telecommunication Assets shall
      be transferred to Party A;

(4)   Based on following terms and conditions of this Agreement, Party B agrees
      to transfer to Party A, and Party A agrees to receive from Party B, Such
      Telecommunication Assets.

THEREFORE, based on the principles of fairness and mutual benefit, and through
friendly negotiations, both parties hereto agreed to the following:

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                   I TRANSFER OF SUCH TELECOMMUNICATION ASSETS

1.1   Party B agrees to transfer to Party A, and Party A agrees to receive from
      Party B, Such Telecommunication Assets.

1.2   The date of transferring of ownership of Such Telecommunication Assets is
      December 31, 2003. From this date, the ownership of Such Telecommunication
      Assets will be transferred into possession of Party A, and any profits or
      losses arising from Such Telecommunication Assets shall be taken or borne
      by Party A since then.

1.3   The transfer prices of Such Telecommunication Assets shall be calculated
      in accordance with the net asset valuation results specified in the Asset
      Valuation Report.

1.4   Party A shall pay to Party B the transfer prices for Such
      Telecommunication Assets at the time and in the payment term that are
      separately agreed by both parties.

                 II REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

2.1   Party A and Party B represent and warrant respectively to each other that:

      (1)   It is an independent legal entity incorporated and validly existing
            under applicable laws.

      (2)   It has obtained any and all internal or external authorizations,
            approvals and consents to sign and execute this Agreement, and this
            Agreement is binding upon it and enforceable.

2.2   Party B warrants and undertakes to Party A that:

      (1)   Such Telecommunication Assets is legally owned by Party B, and Party
            B has not bound on Such Telecommunication Assets any mortgage,
            pledge, lien or any other third-party rights;

      (2)   There is neither any litigation, arbitration or regulatory penalty
            against or in connection with Such Telecommunication Assets, nor any
            threats of such

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            litigation, arbitration or regulatory penalty;

      (3)   Transferring of Such Telecommunication Assets from Party B to Party
            A according to this Agreement will not constitute a breach to any
            contracts or agreements entered by Party B or a disobedience of any
            applicable laws, administrative rules or regulations, and will not
            violate any third-party rights;

      (4)   The ownership of Such Telecommunication Assets is legitimate without
            any disputes;

      (5)   For any claims against Party A that are caused by Party A's receipt
            of Such Telecommunication Assets, Party B agrees to indemnify Party
            A completely, timely and sufficiently;

      (6)   Any and all consents, permissions or approvals from any third party
            required for the transfer of the Such Telecommunication Assets have
            already been obtained.

                               III INDEMNIFICATION

3.1   Should Party B breach any of its warranties and undertakings or any other
      terms and conditions under this Agreement, Party A shall be entitled to
      claim for indemnity from Party B. Party B agrees to indemnify Party A for
      any and all direct or indirect losses, expenses and liabilities suffered
      by Party A that are caused by Party B's breach to any of its warranties
      and undertakings or any other terms and conditions of this Agreement.

                              IV DISPUTE RESOLUTION

4.1   In case of disputes as to the power, interpretation or implementation of
      this agreement, both parties shall seek to settle the matters of dispute
      by friendly negotiation. If the matters of dispute cannot be settled by
      negotiation within thirty (30) days from the day the matters of dispute
      arise, either party has the right to resort to litigation at the people's
      court with appropriate jurisdiction.

                        V EFFECTIVENESS AND MISCELLANEOUS

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5.1   This Agreement shall come into effect and be binding upon both parties
      hereto once signed by the legal representatives or authorized
      representatives of the Parties and affixed with their official seals.

5.2   All amendments or supplements to this Agreement shall come into effect
      only upon being signed by the legal representatives or authorized
      representatives of both parties and affixed with their official seals.

5.3   This Agreement constitutes and contains the entire agreement and
      understanding of the parties with respect to transfer of Such
      Telecommunication Assets, and supersedes any and all prior written or oral
      agreements, contracts or memorandums (if) between the parties respecting
      the subject matter hereof.

5.4   This Agreement is made into four (4) duplicate originals. Each party holds
      two (2) copies, and each copy shall have the same legal binding force.

(No clause below)

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(Signature page)

CHINA NETWORK COMMUNICATIONS GROUP CORPORATION (OFFICIAL SEAL)

Signature of Legal Representative or Authorized Representative:

GUANGDONG COMMUNICATIONS CO., LTD (OFFICIAL SEAL)

Signature of Legal Representative or Authorized Representative:

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