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                                                                   EXHIBIT 10.32

                   TELECOMMUNICATION ASSETS TRANSFER AGREEMENT

                                 BY AND BETWEEN

                 CHINA NETWORK COMMUNICATIONS GROUP CORPORATION

                                       AND

               JITONG NETWORK COMMUNICATIONS STOCK COMPANY LIMITED

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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

(2) PARTY B:  JITONG NETWORK COMMUNICATIONS STOCK COMPANY LIMITED

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 (except for those debts borne by the head
      office of Party B as confirmed by both parties hereto) ("Such
      Telecommunication Assets") which are listed in the Audit Report taking May
      31, 2003 as the benchmark day ("Audit Report") prepared by ShineWing
      Certified Public Accountants - an auditing institution accepted by both
      parties;

(3)   In the [Reply of The State Council on Establishment of China Network
      Communications Group Corporation], it's required that: "To avoid the
      internal competition between subsidiaries of the Group Corporation, and
      based on the needs of business development and market demand, China
      Network Communications Group Corporation shall, with compliance with
      relevant laws and regulations, consolidate the businesses and adjust the
      assets of the telecommunication and information service companies that are
      wholly owned, controlled or participated by the Group Corporation".
      According to this requirement, Such Telecommunication Assets shall be
      transferred to the possession of 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

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negotiations, both parties hereto agreed to the following:

                   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 parties hereto hereby confirm: the date of transferring of ownership
      of Such Telecommunication Assets is May 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   Party A undertakes that: Party A will provide repayment guarantee for the
      debts borne by the head office of Party B which are confirmed by both
      parties. Should Party B fail to pay off such due debts upon their
      maturities, Party A will be responsible for the repayment on behalf of
      Party B.

1.4   Based on the clause (1) and (3) in the recital (WHEREAS) section and the
      clause 1.3 of this Agreement, Party A does not need to pay to Party B the
      consideration for its receipt of Such Telecommunication Assets.

                 II REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

2.1   Party A and Party B represents and warrants 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:

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      (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 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,

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      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

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 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:

JITONG NETWORK COMMUNICATIONS STOCK COMPANY LIMITED (OFFICIAL SEAL)

Signature of Legal Representative or Authorized Representative:

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