Exhibit 4.32
(English Translation)
Transfer Agreement of
The Operator-based Comprehensive
Services 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) 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;
2
(3) Pursuant to the
arrangements made in the above mentioned Connected Transactions
MoU, Unicom Group, Unicom New Guoxin Telecommunications Corporation
Limited (“Unicom New Guoxin”) and A Share Company
singed the Operator-based Comprehensive Services agreement
(“Old Operator Services Agreement”). On the same day, A
Share Company signed the Agreement on Transfer of the old Operator
Services Agreement with CUCL, Unicom New World Telecommunications
Corporation Limited (“Unicom New World”) and Unicom New
Century Telecommunications Corporation Limited (“Unicom New
Century”) to transfer all its rights and obligations under
the old Operator Services Agreement to Unicom New Century, Unicom
New World and CUCL. Under such arrangement, Unicom Group and Guoxin
offer Agency Services, Cellular subscriber value-added services and
10010/10011 Customer service to CUCL, Unicom New Century and Unicom
New World;
(4) CUCL assimilated and
merged with Unicom New Century on July 30, 2004, and the rights and
obligations of Unicom New World under the old Operator Services
Agreement have been inherited by CUCL. The Ministry of Commence has
approved, pursuant to MOC’S Approval of the Merging
between China Unicom Corporation Limited and Unicom New World
Telecommunications Co. Ltd.( MOC [2005]No.258), of the merging
between CUCL and Unicom New Worl
