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Transfer Agreement of The Comprehensive Service Agreement

Receivables Purchase Transfer Agreement

Transfer Agreement of
 
The Comprehensive Service Agreement
 | Document Parties: CHINA UNICOM LTD | China United Telecommunications Corporation Limited | Unicom New World Telecommunications Corporation Limited You are currently viewing:
This Receivables Purchase Transfer Agreement involves

CHINA UNICOM LTD | China United Telecommunications Corporation Limited | Unicom New World Telecommunications Corporation Limited

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Title: Transfer Agreement of The Comprehensive Service Agreement
Date: 6/28/2005
Industry: Communications Services     Sector: Services

Transfer Agreement of
 
The Comprehensive Service Agreement
, Parties: china unicom ltd , china united telecommunications corporation limited , unicom new world telecommunications corporation limited
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Exhibit 4.30

 

(English Translation)

 


 

Transfer Agreement of

 

The Comprehensive Service Agreement

 


 

 

Between

 

China United Telecommunications Corporation Limited

 

 

And

 

China Unicom Corporation Limited

 

Unicom New World Telecommunications Corporation Limited

 

 

 

March 24, 2005

 



 

This Agreement was signed in Beijing, People’s Republic of China (“China”), on March 24, 2005, by the representatives of the following parties:

 

(1)                       The Transferor:

 

China United Telecommunications Corporation Limited (“A Share Company”)

Location: F40th, Jinmao Building, No.88 ShiJi Avenue, Shanghai

Legal Representative: Chang Xiaobing

 

(2)                       The Transferee:

 

China Unicom Corporation Limited (“CUCL”)

Location: F12 of No. 1 Building, Henderson Center, No.18, JianGuoMen Nei Street, Beijing

Legal Representative: Chang Xiaobing

 

Unicom New World Telecommunications Corporation Limited (“Unicom New World”)

Location: Room 1009, F10th of No. 1 Building, No. 18, JianGuoMen Nei Street, DongCheng District, Beijing

Legal Representative: Chang Xiaobing

 

In this Agreement, CUCL and Unicom New World are separately or collectively referred to as the Transferee.

 

Whereas,

 

(1)                       CUCL is a foreign invested enterprise established and survived in compliance with the Chinese law, with 100% of its shares being held by China Unicom Limited (“Red-chip Company”). A Share Company is a limited holding company established and survived in compliance with the Chinese law, listed in Shanghai Stock Exchange (“SSE”) on October 9, 2002, with 69.3224% of its shares being held by China United Telecommunications Corporation (“Unicom Group”);

 

1



 

(2)                       In order for CUCL to offer GSM mobile communications services and other telecommunications services(excluding CDMA service) in Beijing, Tianjin, Hebei, Liaoning, Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Shandong, Hubei, Guangdong (“Twelve Provinces and Municipalities”), Unicom Group and CUCL signed on May 25, 2000 the Comprehensive Services Agreement (“the old Comprehensive Services Agreement I”) to agree on matters including interconnection settlement arrangements, roaming arrangements, supply of special telecom cards, procurement of equipment, mutual provision of Premises, etc. In order for CUCL to offer CDMA service in the Twelve Provinces and Municipalities, Unicom Group and CUCL signed on November 22, 2001 the CDMA Network Comprehensive Services Agreement (“CDMA Comprehensive Services Agreement”);

 

2



 

(3)                       On August 12, 2002, Unicom Group and A Share Company signed a memorandum of understanding on the transactions to be conducted after the listing of the shares of A Share Company (“Connected Transactions MoU”) between Unicom Group or its subsidiaries (excluding A Share Company and the subsidiaries held by A Share Company) and Red-chip Company indirectly held by A Share Company and its subsidiaries. According to the understanding reached in the Connected Transactions MoU, in the event that the transactions to be conducted between Red-chip Company itself or its subsidiaries and Unicom Group or any of its subsidiaries (excluding A Share Company and the subsidiaries held by A Share Company) require approval of the minority shareholders of A Share Company under the Rules Governing the Listing of Shares on Shanghai Stock Exchange (“Rules of SSE”) applicable from time to time, which are deemed at the same time as connected transactions that require approval of the minority shareholders of Red-chip Company under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Rules of SEHK”) applicable from time to time, the above connected transactions shall be conducted in a 2-step approach: (1) Unicom Group or any of its subsidiaries enters into an agreement on the intended transaction with A Share Company or China Unicom (BVI) Limited (“Unicom BVI”), identifying the rights and obligations of the 2 parties involved in the transaction under the agreement (including, but not limited to, approval of Unicom Group of the transfer of the rights and obligations of A Share Company or Unicom BVI under the agreement to Red-chip Company or any of its subsidiaries); (2) A Share Company or Unicom BVI transfers its rights and obligations under the above mentioned agreement to Red-chip Company or any of its subsidiaries;

 

3



 

(4)                       Pursuant to the arrangements made in the above mentioned Connected Transactions MoU, and in order for Unicom New Century Telecommunications Corporation Ltd. (“Unicom New Century”) to offer mobile communications services in Jilin, Heilongjiang, Jiangxi, Henan, Sichuan, Shaanxi provinces, Chongqing Municipality, Guangxi Zhuang Autonomous Region and Xinjiang Uygur Autonomous Region (“9A Areas”), Unicom Group signed the Comprehensive Services Agreement (“the old Comprehensive Services Agreement II”) with A Share Company on November 20, 2002. On the same day, A Share Company signed the Agreement on Transfer of the old Comprehensive Services Agreement II with Unicom New Century to transfer all its rights and obligations under the old Comprehensive Services Agreement II to Unicom New Century;

 

(5)                       Pursuant to the arrangements made in the above mentioned Connected Transactions MoU, and in order for Unicom New World Telecommunications Corporation Ltd. (“Unicom New World”) to offer mobile communications services in Shanxi, Inner Mongolia, Hunan, Hainan, Yunnan, Ningxia, Gansu, Qinghai and Tibet (“9B Areas”), Unicom Group signed the Comprehensive Services Agreement (“the old Comprehensive Services Agreement III”) with A Share Company on November 20, 2003. On the same day, A Share Company signed the Agreement on Transfer of the old Comprehensive Services Agreement III with Unicom New Wo


 
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