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