11:10     CHINA UNICOM<00762> - Announcement (5)                              

    The New CDMA Lease converts the original leasing cost model to one        
    based on a proportion of business income in order to enable better        
    matching with future business income and to better align the              
    interests of both parties:                                                
                                                                              
    (i)                                                                       
    to the Group, determining the leasing cost on the basis of a              
    proportion of business income would enhance its certainty and             
    transparency of lease cost. This would enable better matching of          
    costs and business income and facilitate the development of the           
    Company's business;                                                       
                                                                              
    (ii)                                                                      
    Unicom New Horizon can more effectively benefit from the future           
    growth of business income such that Unicom New Horizon will put more      
    emphasis on the potential of creating income and efficiency when          
    investing in network construction.                                        
                                                                              
    Discount for delay                                                        
    Subject to certain exceptions, including delay caused by a force          
    majeure event (including natural disasters, national emergencies,         
    civil disturbances, riots, acts of terrorism, industrial disputes and     
    other similar events beyond the control of the parties), a material       
    breach of the New CDMA Lease by the New Operating Entity or               
    compliance with applicable laws and regulations, if Unicom New            
    Horizon fails to provide any Capacity of its CDMA Network which           
    affects the provision of services by the New Operating Entity, Unicom     
    New Horizon shall be liable to provide a discount for delay to the        
    New Operating Entity, calculated as follows:                              
                                                                              
                                                                              
    Discount  =         Number    x         delay     x         ARPU of       
    for                 of CDMA             period              CDMA          
    delay               subscribe           (number             subscribe     
                        rs of               of days)            rs            
                        the New                                 the           
                        Operating                               number        
                         Entity                                 of days       
                        affected                                in the        
                        by the                                  relevant      
                        delay                                   month         
                                                                              
                                                                              
                                                                              
    In the above formula, `number of CDMA subscribers of the New              
    Operating Entity affected by the delay' shall be confirmed by the New     
    Operating Entity on the basis of substantive evidence; `ARPU of CDMA      
    subscribers' shall be the average monthly ARPU figure of the CDMA         
    subscribers in the relevant areas for the three months immediately        
    prior to the delay, as calculated and confirmed by the New Operating      
    Entity.                                                                   
                                                                              
    Discount for delay shall be credited against the next instalment of       
    lease fee to be made by the New Operating Entity to Unicom New            
    Horizon.                                                                  
                                                                              
    Network Construction Cost and Operating Cost                              
    Under the New CDMA Lease, Unicom New Horizon shall plan, finance and      
    construct the CDMA Network (the first three phases of which have          
    already been completed) and shall ensure that all subsequent phases       
    of the CDMA Network are constructed in accordance with the detailed       
    specifications and timetable agreed between Unicom New Horizon and        
    the New Operating Entity. All payments, costs, expenses and amounts       
    paid or incurred by Unicom New Horizon that are directly attributable     
    to the construction of the CDMA Network, including construction,          
    installation and equipment procurement costs and expenses, survey and     
    design costs, investment in technology, software and other intangible     
    assets, insurance premiums and capitalised interest on loans and any      
    taxes levied or paid in respect of the equipment procurement and the      
    construction of the CDMA Network, including import taxes and custom       
    duties and all costs incurred in relation to any re-configuration,        
    upgrade, enhancement or modification to technology shall form the         
    total network cost (the Network Construction Cost). The Network           
    Construction Cost shall be borne by Unicom New Horizon. The Network       
    Construction Cost for all subsequent phases after the first phase         
    shall be audited and appropriate documentation shall be provided to       
    the New Operating Entity or its auditors in order to verify the           
    Network Construction Cost.                                                
                                                                              
    The New Operating Entity shall be responsible for the operation,          
    management and maintenance of the CDMA Network in accordance with the     
    New CDMA Lease. In respect of the Constructed Capacity Related Costs      
    (as defined below), the sharing proportion between the New Operating      
    Entity and Unicom New Horizon shall be based on the principles            
    provided for under the Old CDMA Leases. As such, the Constructed          
    Capacity Related Costs relating to the Capacity actually leased shall     
    be borne by the New Operating Entity whereas the remaining                
    Constructed Capacity Related Costs shall be borne by Unicom New           
    Horizon. As the concept of leasing by reference to the amount of          
    Capacity no longer exists under the New CDMA Lease, the `Capacity         
    actually leased' shall be replaced by the following formula:              
                                                                              
    actual number of cumulative CDMA subscribers of the New Operating         
    Entity / 90%