Exhibit 4.34
(English Translation)
Transfer Agreement
of
The Premises Leasing
Agreement
Between
China United Telecommunications
Corporation Ltd.
And
Unicom New Guoxin
Telecommunications Corporation Ltd.
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:
Unicom New Guoxin Telecommunications
Corporation Limited (“Unicom New Guoxin”)
Location: Boruiqi Mansion, No. 53, Xibianmen Nei Street,
Xuanwu District, Beijing
Legal Representative: Ge Lei
Whereas,
(1)
Unicom New Guoxin is a company with
limited liability established and continued in line with Chinese
laws and wholly owned by China United Telecommunications
Corporation (“Unicom Group”). Unicom 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 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 China Unicom Limited
(“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, in order for Unicom
New Guoxin to provide operator service to mobile subscribers of the
subsidiaries with domestic operation of Red-chip Company, China
Unicom Corporation Limited (“CUCL”), Unicom New Century
Telecommunications Corporation Limited (“Unicom New
Century”) and Unicom New World Telecommunications Corporation
Limited (“Unicom New World”) signed the leasing
agreement with A Share Company on November 20, 2003
(“Original Premises Leasing Agreement”). On the same
day, A Share Company signed the Agreement on Transfer of the
Original Premises Leasing Agreement with Unicom New Guoxin to
transfer all its rights and obligations under the Original Premises
Leasing Agreement to Unicom New Guoxin;
(4)
CUCL is a foreign invested
enterprise established and survived in compliance with the Chinese
law, with 100% of its shares being held by Red-chip Company. CUCL
assimilated and merged with Unicom New Century on July 30,
2004, and the rights and obligations of Unicom New Century under
the Original Premises Leasing Agreement have been inherited by
CUCL. The Ministry of Commence has approved, pursuant to
MOC’S Approval of
