<PAGE>

                                                                   EXHIBIT 10.30

                               TRANSFER AGREEMENT
                                 IN RESPECT OF
           EQUITY INTEREST IN CHINA NETCOM (HOLDINGS) COMPANY LIMITED
                                  BY AND AMONG
                           CHINESE ACADEMY OF SCIENCES
          INFORMATION NETWORK CENTER OF STATE ADMINISTRATION OF RADIO,
                              FILM AND TELEVISION
                     CHINA RAILWAYS TELECOMMUNICATION CENTER
                      SHANGHAI ALLIANCE INVESTMENT LIMITED
                                       AND
                 CHINA NETWORK COMMUNICATIONS GROUP CORPORATION

                           DATED AS OF APRIL 20, 2004

<PAGE>

                                    CONTENTS
<TABLE>
<S>                                                                                         <C>
1.  DEFINITION............................................................................  2
2.  EQUITY INTEREST TRANSFER..............................................................  3
3.  CONSIDERATION FOR EQUITY INTEREST TRANSFER............................................  3
4.  UNDERTAKINGS AND WARRANTIES...........................................................  4
5.  FURTHER UNDERTAKINGS..................................................................  5
6.  CONDITION PRECEDENT OF EQUITY INTEREST TRANSFER EFFECTIVENESS.........................  7
7.  THE PARTIES' RESPONSIBILITIES FOLLOWING THE EXECUTION OF THIS AGREEMENT...............  8
8.  EFFECTIVENESS OF THIS AGREEMENT AND THE EFFECTIVENESS OF EQUITY INTEREST
    TRANSFER UNDER THIS AGREEMENT.........................................................  8
9.  TERMINATION AND REVOKE OF THIS AGREEMENT..............................................  9
10. FORCE MAJEURE.........................................................................  9
11. MISCELLANEOUS.........................................................................  9
</TABLE>

<PAGE>

This Equity Interest Transfer Agreement (hereinafter referred to as "this
Agreement") is made and entered into on April 20, 2004 in Beijing, People's
Republic of China (hereinafter referred to as "PRC") by and among the following
parties:

1.    Chinese Academy of Sciences (hereinafter referred to as "CAS")
      Registered address:
      Principle business address:
      Legal representative:

2.    Information Network Center of State Administration of Radio, Film and
      Television (hereinafter referred to as "INC-SARFT")
      Registered address:
      Principle business address:
      Legal representative:

3.    China Railroad Communication Center (hereinafter referred to as "CRTC")
      Registered address:
      Principle business address:
      Legal representative:

4.    Shanghai Alliance Investment Limited (hereinafter referred to as "Shanghai
      Alliance")
      Registered address:
      Principle business address:
      Legal representative:

      THE ABOVE FOUR PARTIES ARE COLLECTIVELY OR SEVERALLY REFEREED TO AS "THE
TRANSFEROR" OR "THE RESPECTIVE TRANSFEROR." IN THIS AGREEMENT, "THE TRANSFEROR"
ALSO REFERS TO OVERSEAS COMPANIES DESIGNATED BY THE RESPECTIVE TRANSFEROR AND
RECOGNIZED BY CHINESE REGULATORY AUTHORITIES UNDER APPROPRIATE CIRCUMSTANCES.

5.    China Network Communications Group Corporation ("China Netcom Group" or
      "the Transferee")
      Registered address: Building C, No.156, Fuxingmennei Avenue, Xicheng
      District, Beijing, PRC
      Legal representative: Zhang Chun Jiang

WHEREAS:

(1)   CAS, INC-SARFT, CRTC and Shanghai Alliance legally owns 25% equity
      interest in China Netcom (Holdings) Company Limited ("China Netcom
      Holdings");

(2)   In order to fully implement the Telecommunication System Reform Plan (GUO
      FA [2004] 36) promulgated by the State Council , the Respective Transferor
      has in principle given their consent to the Restructuring and Listing Plan
      (hereinafter referred to as "China Netcom Group Restructuring and Listing
      Plan") submitted to the State Council by China Securities Regulatory
      Commission.

(3)   Pursuant to the requirements of China Netcom Group Restructuring and
      Listing Plan and based on the terms and conditions of this Agreement, CAS,
      INC-SARFT, CRTC and Shanghai Alliance has agreed to transfer its 25%
      equity interest in China Netcom Holdings respectively and China Netcom
      Group has agreed to receive such equity interest transferred to it by the
      Respective Transferor.

                                       1
<PAGE>

      NOW, THEREFORE, for the purpose of restructuring China Netcom Group's
relevant assets and its overseas listing and after friendly consultation, the
parties hereto agree as follows:

1     DEFINITION

      Unless otherwise provided by the terms and content of this Agreement, the
following terms have the meaning set out below:

"CHINA NETCOM                    China Netcom (Holdings)
                                 Company Limited, a company duly incorporated
                                 and validly existing under the laws of PRC with
        HOLDI                    limited liability. Its registered address is
                                 3/F, Zhong Guancun Building, No. 27 Zhong
                                 Guancun Avenue, Haidian District,
         NGS"                    Beijing, PRC. Its registered capital is RMB
                                 155,193,800.

"INDUSTRY AND COMMERCE           The State Administration for Industry and
REGISTRATION AUTHORITIES"        Commerce.
"TRANSFERRED EQUITY              The 25% equity interest in
INTEREST"                        China Netcom Holdings held by CAS, INC-SARFT,
                                 CRTC and Shanghai Alliance respectively.

"CONVERSION REGISTRATION         The date on which China Netcom Holdings'
DATE"                            conversion registration with Industry and
                                 Commerce Registration Authorities is completed.

"CNC BVI"                        Chine Netcom Group Corporation (BVI) Limited.

"CNC HK"                         China Netcom Group Corporation (Hong Kong)
                                 Limited. The company registration number
                                 is 692041.

"LISTING"                        The global initial public offering of CNC HK
                                 and its listing on Hong Kong or NY Stock
                                 Exchange.

"RESTRUCTURING ASSET             The restructuring of CNC HK for the purpose of
INJECTION"                       listing and the injection of the would-be
                                 listed assets and equity interest approved by
                                 the State-owned Assets Supervision and
                                 Administration Commission into CNC BVI, CNC
                                 HK and eventually into CNC China.

"CNC HK PRE-LISTING NET          The net assets value of CNC HK as of [December
ASSETS VALUE"                    31, 2003], audited  by PricewaterhouseCoopers
                                 Zhong Tian CPAs Limited Company in  accordance
                                 with China GAAP and giving effect to the
                                 pro forma Restructuring Asset Injection.

"CHC HK'S STATE                  CAS, INC-SARFT, CRTC, Shanghai Alliance,
SHAREHOLDERS"                    Shandong Provincial State-owned Assets
                                 Supervision and Administration Commission
                                 (Shandong SASAC) as CNC HK's shareholders and
                                 their designated overseas companies recognized
                                 by Chinese regulatory authorities (as the case
                                 may be) and CNC BVI.

"STATE-OWNED ASSETS              The State-owned Assets Supervision and
   SUPERVISION AND               Administration Commission of the State Council
   ADMINISTRATION
   COMMISSION"

"MINISTRY OF COMMERCE"           The Ministry of Commerce of the PRC

"TRUST SHARES"                   The shares of CNC HK whose beneficial
                                 ownership is held by the Respective Transferor
                                 (or the Respective Transferor's designated

                                       2
<PAGE>

                                 overseas companies recognized by Chinese
                                 regulatory authorities) through overseas trust
                                 arrangement.

2     EQUITY INTEREST TRANSFER

2.1   The Respective Transferor has agreed to transfer and the Transferee has
      agreed to receive the equity interests in accordance with the terms and
      conditions of this Agreement.

2.2   The transferred equity interest shall include all the corresponding
      owner's equity and is subject to no security interest or other third party
      right of any nature (including but not limited to the right of first
      refusal).

2.3   Commencing from the Conversion Registration Date, China Netcom Group owns
      100% equity interest in China Netcom Holdings that becomes a wholly-owned
      subsidiary of China Netcom Group.

3     CONSIDERATION FOR EQUITY INTEREST TRANSFER

3.1   The parties herein unanimously confirm that the value of the 25% equity
      interest in China Netcom Holdings held by the Respective Transferor
      respectively is RMB 400 million. Notwithstanding of the foregoing, the
      value of the 25% equity interest confirmed by Section 3.1 serves only as
      the calculation basis for the number of CNC HK's shares transferred by CNC
      BVI to the Respective Transferor (or the Respective Transferor's
      designated companies recognized by Chinese regulatory authorities) (See
      Section 3.2 for the calculation method). China Netcom Group has no
      obligation to acquire the equity interest held by the Respective
      Transferor at such price in other manners other than in the manner
      stipulated in this Agreement.

3.2   As consideration for the receiving by the Transferee of the equity
      interest transferred to it, the Transferee will place the shares under
      trust with the Respective Transferor (or the Respective Transferor's
      designated overseas companies recognized by Chinese regulatory
      authorities) through the Respective Transferor's designated directors in
      CNC BVI after the Conversion Registration Date. The details of such
      arrangement is as follows:

      3.2.1 The Respective Transferor (or the Respective Transferor's designated
            overseas companies holding the shares of CNC HK and recognized by
            Chinese regulatory authorities) has entered into a Declaration of
            Trust with CNC BVI and an agreement specifying the trust obligation
            [this agreement is entered into by three parties which are CNC BVI,
            China Netcom Group and the Respective Transferor (or their
            designated overseas companies holding the shares of CNC HK and
            recognized by Chinese regulatory authorities)]. (Please see Appendix
            for the text of this agreement. Such agreements are collectively
            referred to as the "Overseas Agreement" hereinafter referred to as.)

      3.2.2 Through the foregoing arrangement, the Respective Transferor (or the
            Respective Transferor's designated overseas companies recognized by
            Chinese regulatory authorities) becomes the beneficial owners of the
            Trust Shares and owns the corresponding voting rights, the right to
            receive CNC HK dividend, the right to receive the proceeds from the
            sale of CNC HK shares attaching to such Trust Shares and other
            rights set forth in the Overseas Agreement as described in Section
            3.2.1 and assumes the obligations set forth in the above-mentioned
            agreements.

      3.2.3 Pursuant to the terms and conditions of the Overseas Agreement, CNC
            BVI is the

                                       3
<PAGE>

            nominal owner of the Trust Shares in CNC HK's register of
            shareholders as the trustee for the Respective Assignor (or the
            Respective Transferor's designated overseas companies recognized by
            Chinese regulatory authorities.

   THE FOREGOING IS COLLECTIVELY REFEREED TO AS "OVERSEAS TRUST ARRANGEMENT".

3.3   The handling of all legal procedures related to CNC BVI's transfer of the
      CNC HK Trust Shares it holds to the Respective Transferor (or the
      Respective Transferor's designated overseas companies recognized by
      Chinese regulatory authorities) specified in Section 3.2 (, including the
      legal procedures related to the Overseas Trust Arrangement described in
      Section 3.2) shall begin after China Netcom Group has injected into CNC HK
      the would-be-listed assets and will be completed during CNC HK's
      pre-listing period.

      The number of Trust Shares that CNC BVI has transferred to CAS, INC-SARFT,
      CRTC and Shanghai Alliance (or the Respective Transferor's designated
      overseas companies recognized by Chinese regulatory authorities)
      separately is calculated as follows:

<TABLE>
<S>                  <C>                                              <C>
  The number of       The value of the 25% equity interest in         The number of CNC HK
Trust Shares that      China Netcom Holdings specified in                ordinary shares as of
  CNC BVI shall                     Section 3.1                          the time when the
 transfer to the      --------------------------------------             transfer of the shares
    Respective       =                                      X            specified in Section
    Transferor         CNC HK's pre-listing net assets value             3.2 occurs
</TABLE>

3.4   The parties to this Agreement confirm that the value of the 25% equity
      interest in China Netcom Holdings held by the Respective Transferor
      specified in Section 3.1 is true and fair.

4     UNDERTAKINGS AND WARRANTIES

4.1   Each party to this Agreement severally or jointly undertakes and warrants
      to the other parties to this Agreement as follows:

      4.1.1 Undertakings and warranties by the Respective Transferor

            (a)   The Respective Transferor has all the powers and authorization
                  to execute this Agreement and performs its obligations under
                  this Agreement;

            (b)   The Respective Transferor has severally obtained all internal
                  approvals, authorizations and consents required for the
                  execution of this Agreement;

            (c)   The signing representative of the Respective Transferor has
                  obtained all necessary internal authorization for the
                  execution of this Agreement and other actions;

            (d)   The Respective Transferor has agreed to actively cooperate
                  with relevant government authorities in matters related to
                  applications and approvals for the purpose of facilitating the
                  equity interest transfer under this Agreement;

            (e)   All documentation and information related to the equity
                  interest transfer under this Agreement provided by the
                  Respective Transferor to the Transferee and the approval
                  authorities are true, accurate and valid;

            (f)   Currently and till the Conversion Registration Date the
                  transferred equity

                                       4
<PAGE>

                  interest is subject to no security interest or any other third
                  party rights (including but not limited to the right of first
                  refusal);

            (g)   The Respective Transferor will take necessary actions to
                  expedite the satisfaction of the "condition precedent"
                  specified in Section 6.2.

      4.1.2 Undertakings and warranties by the Transferee

            (a)   The Transferee has all the powers and authorization to execute
                  this Agreement and performs its obligations under this
                  Agreement;

            (b)   The Transferee has obtained all internal approvals,
                  authorizations and consents required for the execution of this
                  Agreement;

            (c)   The signing representative of the Transferee has obtained all
                  necessary internal authorization for the execution of this
                  Agreement and other actions;

            (d)   The Transferee has agreed to actively cooperate with relevant
                  government authorities in matters related to applications and
                  approvals for the purpose of facilitating the equity interest
                  transfer under this Agreement;

            (e)   All documentation and information related to the equity
                  interest transfer under this Agreement provided by the
                  Transferee to the Transferor and the approval authorities are
                  true, accurate and valid;

            (f)   The Transferee will take necessary actions to expedite the
                  satisfaction of the "condition precedent" specified in Section
                  6.2.

4.2   Each party (the "Responsible party") herein undertakes to the other
      parties to this Agreement that, if the falsity, inaccuracy or
      incompleteness of its warranties or the consequences caused by reasons
      related to its warranties or the content of its warranties during the
      period when such warranties are given till the date when CNC BVI transfers
      part of its CNC HK shares to the Respective Transferor (or the Respective
      Transferor's designated overseas companies recognized by Chinese
      regulatory authorities) has resulted in any responsibility, obligation,
      loss, damage, injury, fine, penalty, claim, recourse, litigation, fee,
      spending and expenditure borne by any other party (the "Damaged party")
      (no matter whether all such losses have been caused by the other party's
      acts or omissions or other reasons), it will be responsible for fully
      indemnifying the Damaged party for all such losses.

5     FURTHER UNDERTAKINGS

      In respect of the consideration payment arrangement specified in Section
      3.2, the Respective Transferor has further undertaken as follows:

5.1   With reference to relevant stipulations of the Provisional Measures on
      Administration for Selling-down State-owned Shares and Raising Social
      Security Fund (hereinafter referred to as the "Selling-down Measures"),
      the Respective Transferor, as a state shareholder of CNC HK, shall fulfill
      its relevant obligations attached to state shareholders in CNC HK's
      initial public offering and has agreed, together with other CNC HK's
      shareholders such as China Netcom Group, Shandong SASAC, (or has procured
      its designated overseas companies recognized by Chinese regulatory
      authorities), to jointly instruct the trustee of the Trust Shares to sell
      a certain amount of CNC HK shares and contribute all of the proceeds to
      the national social security fund. The number of CNC HK shares the
      Respective Transferor (or

                                       5
<PAGE>

      the Respective Transferor's designated overseas companies recognized by
      Chinese regulatory authorities) shall sell severally in accordance with
      the foregoing undertakings is calculated as follows:

<TABLE>
<S>                  <C>                                                  <C>
The number of          The number of CNC HK Trust Shares owned by            The
  shares the              the Respective Transferor                        number of
  Respective                directly or indirectly                        additional
  Transferor         ----------------------------------------------       new shares
  shall sell      =                                                   X     issued    X  10%
                          The number of the total CNC HK shares            upon CNC
                         owned by all the state shareholders of              HK's
                                 CNC HK directly or indirectly             listing

</TABLE>

5.2   Notwithstanding the foregoing, if Chinese regulatory authorities has
      further requirements regarding CNC HK state shareholders' selling-down of
      CNC HK shares and contribution to the national social security fund, the
      Respective Transferor shall complete relevant legal procedures as
      requested by Chinese regulatory authorities. Following the listing of CHC
      HK, if during the period when the Respective (or the Respective
      Transferor's designated overseas companies recognized by Chinese
      regulatory authorities) remains the holder of CNC HK shares, the
      Respective Transferor shall be obliged to go on performing its obligations
      of selling down state-owned shares in accordance with the requirements of
      the Selling-down Measures (the number of shares the Respective Transferor
      shall sell is calculated according to the method set forth in Section
      5.1).

5.3   The Respective Transferor, as CNC HK's state shareholder, shall not
      transfer the CNC HK shares it has acquired in accordance with the
      arrangement described in Section 3.2 (excluding the shares sold in
      accordance with in Section 5.1 and Section 5.2) within two years following
      the listing of CNC HK (hereinafter referred to as "Shares Lock-up Period)
      and shall enter into the Lock-up Agreement.

5.4   After the Lock-up Period, the Respective Transferor (or the Respective
      Transferor's designated overseas companies recognized by Chinese
      regulatory authorities) can sell the CNC HK shares it holds upon the
      satisfaction of the following conditions:

      5.4.1 Compliance with the prevailing applicable laws and regulations, or
            policies governing foreign capital's entry into Chinese
            telecommunication industry;

      5.4.2 Approvals from Chinese supervisory authorities (including but not
            limited to the State-owned Assets Supervision and Administration
            Commission or the local state-owned assets supervision and
            administration authorities that have relevant powers, as well as the
            Ministry of Commerce) for the transfer by the Respective Transferor
            the CNC HK shares it holds (including but not limited to the number,
            manner and price of the share transfer) have been obtained.

5.5   The Respective Transferor (or the Respective Transferor's designated
      overseas companies recognized by Chinese regulatory authorities), as the
      state shareholder of CNC HK, is required to fulfill other obligations
      attached to state shareholders during the period it holds CNC HK shares.
      The Respective Transferor should consult China Netcom Group before
      proceeding with the Chinese application and approval procedures required
      for the transfer of CNC HK Trust Shares. In addition, China Netcom Group
      (or CNC BVI) has the right of first refusal in respect of the transfer of
      part or the entire Trust Shares of CNC HK by the Respective Transferor (or
      the Respective Transferor's designated overseas companies recognized by
      Chinese regulatory authorities) to an independent third party based on the

                                       6
<PAGE>

      same prices.

5.6   Upon the completion of the legal procedures (including the legal
      procedures related to the Overseas Trust Arrangement) in respect of the
      transfer of part of the CNC HK shares in the manner specified in this
      Agreement by CNC BVI to the Respective Transferor (or the Respective
      Transferor's designated overseas companies recognized by Chinese
      regulatory authorities), the Respective Transferor (or the Respective
      Transferor's designated overseas companies recognized by Chinese
      regulatory authorities) has agreed to appoint CNC BVI as the trustee for
      the management of the Trust Shares. China Netcom Group has agreed to
      procure CNC BVI to confirm that the Respective Transferor (or the
      Respective Transferor's designated overseas companies recognized by
      Chinese regulatory authorities) is the beneficial owner of the Trust
      Shares. The aforesaid Overseas Trust Arrangement shall include the
      following key points:

      5.6.1 Pursuant to laws applicable to the trust arrangement, the Respective
            Transferor (or the Respective Transferor's designated overseas
            companies recognized by Chinese regulatory authorities), as the
            beneficiary, has agreed to receive CNC BVI as the trustee for the
            Trust Shares and has entered into a Declaration of Trust and an
            agreement specifying the rights and obligations attaching to the
            trust to set forth the rights and obligations of both parties;

      5.6.2 The Respective Transferor (or the Respective Transferor's designated
            overseas companies recognized by Chinese regulatory authorities)
            shall entrust CNC BVI with relevant legal procedures in respect of
            the transfer of Trust Shares;

      5.6.3 China Netcom Group herein confirms that the corresponding voting
            rights, the right to receive CNC HK dividend, the right to receive
            the proceeds from the sale of CNC HK shares attaching to the Trust
            Shares and other rights set forth in the Overseas Agreement as
            described in Section 3.2.1 shall be enjoyed by the Respective
            Transferor severally;

      5.6.4 If the Respective Transferor (or the Respective Transferor's
            designated overseas companies recognized by Chinese regulatory
            authorities) intends to create any lien over the Trust Shares, it
            should obtain the prior consent of CNC BVI and CNC BVI shall be
            responsible for relevant legal procedures.

5.7   The Respective Transferor undertakes that, as the state shareholder of
      China Netcom Holdings, it will make its best effort to expedite in the
      listing of CNC HK.

The Respective Transferor herein undertakes that, according to the principle of
actual benefit, if the Respective Transferor's overseas companies recognized by
Chinese regulatory authorities hold part of the CNC HK shares in accordance with
the Overseas Trust Arrangement and the approvals by the governmental
authorities, the Respective Transferor shall ensure that it will procure their
respective overseas companies, as the state shareholders of CNC HK, to act in
compliance with the undertakings by the Respective Transferor under Section 5.1
and Section 5.7.

   6.    CONDITION PRECEDENT OF EQUITY INTEREST TRANSFER EFFECTIVENESS

6.1   The parties have agreed to make their best effort severally or jointly to
      expedite the completion of all governmental approval and registration
      procedures required for the equity interest transfer.

6.2   Unless the parties to this Agreement have expressed their waiver of any of
      the following conditions in writing, the effectiveness of the transfer of
      the equity interest in China Netcom Group under this Agreement is
      conditional upon the full satisfaction of the following

                                       7
<PAGE>

      conditions:

      6.2.1 The Sate Council has approved the China Netcom Group Restructuring
            and Listing Plan;

      6.2.2 Relevant Chinese governmental authorities has granted their waiver
            in respect of the assessment of the overall assets of China Netcom
            Holdings;

      6.2.3 The Ministry of Commerce has granted the Respective Transferor (or
            the Respective Transferor's designated overseas companies) its
            permission to receive part of the CNC HK shares held by CNC BVI and
            which are transferred to it in the manner specified in Section 3.2.

      6.2.4 The shareholders of CNC HK preference shares have agreed that the
            equity interest transfer under this Agreement or CNC HK preference
            shares no longer exist.

7     THE PARTIES' RESPONSIBILITIES FOLLOWING THE EXECUTION OF THIS AGREEMENT

7.1   If the condition precedent specified in Section 6.2 is not fully satisfied
      by [August 1], 2004, upon unanimous agreement and for the purpose of
      expediting the equity interest transfer under this Agreement, the parties
      to this Agreement have agreed to waive the conditions precedent that can
      not be satisfied or take remedial actions in accordance with the
      stipulations set forth in Section 7.2;

7.2   If the China Netcom Group Restructuring and Listing Plan approved by the
      State Council does not include the consent to the Respective Transferor
      (or the Respective Transferor's designated overseas companies) directly
      holding CNC HK shares, the parties to this Agreement have agreed to enter
      into other agreements for the purpose of expediting the listing of CNC HK.

8     EFFECTIVENESS OF THIS AGREEMENT AND THE EFFECTIVENESS OF EQUITY INTEREST
      TRANSFER UNDER THIS AGREEMENT

8.1   This Agreement shall come into effect once executed by the legal
      representatives or authorized representatives of the parties and affixed
      with their official seals.

8.2   The parties have unanimously agreed that, within two working days after
      the condition precedent specified in Section 6.2 is fully satisfied
      (including the waiver of some conditions precedent in accordance with the
      stipulations in Section 7.1), it will submit all the legal documents
      required for the industry and commerce conversion registration with the
      Industry and Commerce Registration Authorities.

8.3   To expedite the industry and commerce registration described in Section
      8.2, the Respective Transferor hereto agree that it will execute and issue
      legal documents related to the industry and commerce conversion
      registration of the equity interest transfer within five working days upon
      the execution of this Agreement and will hand over such legal documents
      executed and sealed to China Netcom Group for filing and issue a power of
      attorney to entrust China Netcom Group with the industry and commerce
      conversion registration procedure.

8.4   The parties to this Agreement have unanimously confirmed that the profits
      or losses from the equity interest in China Netcom Holdings will be
      enjoyed or borne by China Netcom Group if the condition precedent
      specified in Section 6.2 is fully satisfied.

8.5   The parties have agreed that China Network Communications Group
      Corporation shall be

                                       8
<PAGE>

      deemed to enjoy all rights attached to the shareholders of China Netcom
      (Holdings) Company Limited (including the investment approval right
      stipulated in its Articles of Association) since the execution date of
      this Agreement.

9     TERMINATION AND REVOKE OF THIS AGREEMENT

9.1   If agreement among the parties and confirmed in writing, this Agreement
      can be terminated any time for such reasons: (i) compulsory stipulation of
      laws and regulations; (ii) government supervisions; (iii) the occurrence
      of Force Majeure events specified in Section 10; (iv) the occurrence of
      events that will result in the unfulfilling of the purpose of this
      Agreement.

9.2   After this Agreement is terminated pursuant to the stipulations in Section
      9.1, the parties to this Agreement shall return to the other party the
      interests or other properties it has acquired from such other party in
      accordance with the principle of good faith.

10    FORCE MAJEURE

10.1  The parties have agreed that the following events will constitute Force
      Majeure:

      10.1.1  Objective situations that are unforeseeable, unavoidable and that
              cannot be overcome at the time this Agreement is executed and that
              will result in the failure of fulfilling this Agreement or timely
              fulfillment of this Agreement.

      10.1.2  Changes in Chinese policies and laws that result in the failure of
              fulfilling this Agreement.

10.2  Other events that occur to the parties or any party other than that
      described in the previous Section, including but not limited to the
      changes in management, organizational structure and etc are not Force
      Majeure events specified in this Section.

10.3  In the event of Force Majeure that causes any party to fail to perform its
      obligation under this Agreement, this party is not liable for breach of
      agreement. However, this affected party shall provide to the other parties
      relevant evidences certified by the notary within [10] working days after
      the occurrence of the Force Majeure event.

11    MISCELLANEOUS

11.1  CONFIDENTIAL RESTRICTION

      In relation to the confidential and proprietary information (hereinafter
      referred to as "Confidential Information") disclosed by any party to
      another party with respect to its businesses, financial status and other
      confidential affairs for the purpose of equity interest transfer under
      this Agreement, the receiver shall: (i) keep the confidential information
      under confidentiality; (ii) not disclose above Confidential Information
      (except for the information disclosure as required by Section 11.2 under
      this Agreement) to any persons or entities other than its employees and
      professional advisors that need access to the Confidential Information to
      perform their duties.

11.2  INFORMATION DISCLOSURE

      In respect of this equity interest transfer, each party has agreed and
      undertaken to duly perform its information disclosure obligation under
      this Agreement in accordance with relevant regulations and laws to
      practically protect the interests of each party. Upon the completion of
      the equity interest transfer procedure, each party shall continue to duly
      perform its information disclosure obligation in accordance with relevant
      regulations and

                                       9
<PAGE>

      laws.

11.3  GOVERNING LAWS

      The formation, effectiveness, interpretation and performance of this
      Agreement and dispute resolution shall be governed by the laws of PRC
      (excluding Hong Kong Special Administrative Region for the purpose of this
      Agreement).

11.4  DISPUTE RESOLUTION

      Any disputes arising from the execution, performance and interpretation of
      this Agreement shall be first resolved by sincere negotiation.

11.5  EXPENSES AND TAXATION

      11.5.1  Each party shall share equally the equity transfer expenses, such
              as approval and registration expenses that required to be paid and
              charged by governmental regulatory authorities in accordance with
              relevant laws and regulation.

      11.5.2  The taxes to be collected individually from each party in
              accordance with laws and regulations shall be assumed by the
              taxpayer against whom the taxes are levied.

11.6  WAIVER

      The failure or delay of exercising the rights under this Agreement or any
      other contracts or agreements in connection with this Agreement of any
      party hereto shall not be deemed as the waiver of such rights; any sole or
      partial exercise of such rights shall not hinder the full exercise of such
      rights in the future.

11.7  AMENDMENTS AND SUPPLEMENT

      This Agreement shall not be amended or supplemented orally and may be
      amended or supplemented only upon endorsement on written documents by each
      party. Any supplements to this Agreement shall be deemed as indivisible
      parts of this Agreement.

11.8  SEVERABILITY

      The invalidity of any Sections hereto shall not affect the validity of any
      other Sections of this Agreement.

11.9  ENTIRE AGREEMENT

      This Agreement, together with all the appendices hereto, constitutes the
      entire agreement of the parties with respect to the subject matter hereof
      and supersedes prior agreements entered into among the parties which are
      different from this Agreement.

11.10 NOTIFICATION

      Any notices as required by this Agreement sent by any party hereto to
      another shall be written in Chinese and sent by registered mail, or by fax
      confirmed by a registered mail immediately to relevant parties. Notices
      required to be sent by this Agreement shall be deemed as received after
      [3] days of the date of postmark if by registered mail, and the sending
      date if by fax. All notices shall be addressed to the addresses first
      listed above until the recipient issues a written notice to the other
      party notifying the change of address.

                                       10
<PAGE>

11.11 COUNTERPARTS OF THIS AGREEMENT

      This Agreement is made in fifteen counterparts, each party keeps one. The
      other ten counterparts will be used for approval processing and conversion
      registration procedures.

                                       11
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                                                                      SCHEDULE A

Name and Address of the Transferors
China Netcom Group Corporation (BVI) Limited            P.O. Box 3140,
                                                        Wickhams Cay I
                                                        Road Town, Tortola
                                                        British Virgin Islands

Chinese Academy of Sciences                             No 52 Sanlihe Road
                                                        Xicheng District
                                                        Beijing, China

Information and Network Center of State                 No 2 Fuxingmenwai Avenue
  Administration of Radio, Film and Television          Xicheng District
                                                        Beijing, China

China Railways Telecommunications Center                No 18 Beifengwo Road
                                                        Haidian District
                                                        Beijing, China

Shanghai Alliance Investment Limited                    No 19 Gaoyou Road
                                                        Shanghai, China

Shandong Provincial State-owned Assets Supervision      No 37 Jiefang Road
  and Administration Commission                         Jinan City
                                                        Shandong Province, China