- Amended Statement of Beneficial Ownership (SC 13D/A)
December 24 2008 - 6:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101. Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))
Under the Securities Exchange Act of 1934
(Amendment No. 2)
China Unicom (Hong Kong) Limited
(Name of Issuer)
Ordinary Shares, Par Value HK$0.10 Per Share
(Title of Class of Securities)
16945R 10 4
(CUSIP Number)
Chu Ka Yee
China Unicom (Hong Kong) Limited
75
th
Floor, The Center
99 Queens Road Central
Hong Kong
Telephone: (+852) 2121 3220
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 16, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
TABLE OF CONTENTS
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1.
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NAME OF REPORTING
PERSON
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CHINA UNITED NETWORK
COMMUNICATIONS
GROUP
COMPANY
LIMITED
(1)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
o
(B)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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o
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
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PEOPLES
REPUBLIC OF
CHINA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER:
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None
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8.
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SHARED VOTING POWER:
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16,733,353,135
(1)
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9.
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SOLE DISPOSITIVE POWER:
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None
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10.
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SHARED DISPOSITIVE POWER:
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9,725,000,020
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON:
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16,733,353,135
(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11)
EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN
ROW (11):
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70.4%
(1)
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14.
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TYPE OF REPORTING PERSON:
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CO
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(1)
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Formerly known as China United Telecommunications Corporation (
Unicom Group
).
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(2)
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Includes (i) 9,725,000,020 Unicom Shares (as defined in Item 1 of the Schedule 13D
filed with the Securities and Exchange Commission on October 27, 2008 (the
Schedule 13D
))
held by China Unicom (BVI) Limited, a company incorporated in the British Virgin Islands
(
Unicom BVI
), and (ii) 7,008,353,115 Unicom Shares held by China Netcom Group Corporation
(BVI) Limited, a company incorporated in the British Virgin Islands (
Netcom BVI
) (including
one Unicom Share held by CNC Cayman Limited, a wholly-owned subsidiary of Netcom BVI
incorporated in the Cayman Islands (
CNC Cayman
)) as to which the Reporting Person may be
deemed to be the beneficial owner due to its beneficial ownership interest in Unicom BVI and
the formation of a group (as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (the
Exchange Act
)) between Unicom BVI and Netcom BVI as a result of the
Concert Party Agreement as described in Items 3 and 4 of the Schedule 13D. The Reporting
Person disclaims beneficial ownership of the 7,008,353,115 Unicom Shares held by Netcom BVI.
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2
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1.
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NAME OF REPORTING
PERSON
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CHINA
UNITED
TELECOMMUNICATIONS
CORPORATION LIMITED
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
o
(B)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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o
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
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PEOPLES REPUBLIC
OF CHINA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER:
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None
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8.
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SHARED VOTING POWER:
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16,733,353,135
(1)
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9.
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SOLE DISPOSITIVE POWER:
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None
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10.
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SHARED DISPOSITIVE POWER:
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9,725,000,020
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON:
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16,733,353,135
(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11)
EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11):
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70.4%
(1)
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14.
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TYPE OF REPORTING PERSON:
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CO
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(1)
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Includes (i) 9,725,000,020 Unicom Shares (as defined in Item 1 of the Schedule 13D)
held by Unicom BVI and (ii) 7,008,353,115 Unicom Shares held by Netcom BVI (including one
Unicom Share held by CNC Cayman) as to which the Reporting Person may be deemed to be the
beneficial owner due to its beneficial ownership interest in Unicom BVI and the formation of a
group (as defined in Rule 13d-5(b)(1) under the Exchange Act) between Unicom BVI and Netcom
BVI as a result of the Concert Party Agreement as described in Items 3 and 4 of the Schedule
13D. The Reporting Person disclaims beneficial ownership of the 7,008,353,115 Unicom Shares
held by Netcom BVI.
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3
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1.
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NAME OF REPORTING
PERSON
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CHINA
UNICOM (BVI)
LIMITED
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
x
(B)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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o
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
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BRITISH VIRGIN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER:
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None
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8.
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SHARED VOTING POWER:
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16,733,353,135
(1)
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9.
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SOLE DISPOSITIVE POWER:
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None
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10.
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SHARED DISPOSITIVE POWER:
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9,725,000,020
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON:
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16,733,353,135
(1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11)
EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
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70.4%
(1)
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14.
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TYPE OF REPORTING PERSON:
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CO
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(1)
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Includes (i) 9,725,000,020 Unicom Shares (as defined in Item 1 of the Schedule 13D)
held by the Reporting Person and (ii) 7,008,353,115 Unicom Shares held by Netcom BVI
(including one Unicom Share held by CNC Cayman) as to which the Reporting Person may be deemed
to have acquired beneficial ownership due to the formation of a group (as defined in Rule
13d-5(b)(1) under the Exchange Act) between the Reporting Person and Netcom BVI as a result of
the Concert Party Agreement as described in Items 3 and 4 of the Schedule 13D.
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4
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1.
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NAME OF REPORTING
PERSON
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CHINA
NETWORK
COMMUNICATIONS
GROUP CORPORATION
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(A)
o
(B)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS:
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OO
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5.
|
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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|
o
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
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PEOPLES
REPUBLIC OF
CHINA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
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SOLE VOTING POWER:
|
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None
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8.
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SHARED VOTING POWER:
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16,733,353,135
(1)
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9.
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SOLE DISPOSITIVE POWER:
|
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None
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10.
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SHARED DISPOSITIVE POWER:
|
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7,008,353,115
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON:
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16,733,353,135
(1)
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12.
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11)
EXCLUDES CERTAIN SHARES
|
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|
o
|
|
|
|
|
|
13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
|
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70.4%
(1)
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|
|
|
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14.
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TYPE OF REPORTING PERSON:
|
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|
CO
|
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(1)
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Includes (i) 7,008,353,115 Unicom Shares (as defined in Item 1 of the Schedule 13D)
held by Netcom BVI (including one Unicom Share held by CNC Cayman) and (ii) 9,725,000,020
Unicom Shares held by Unicom BVI as to which the Reporting Person may be deemed to be the
beneficial owner due to its beneficial ownership interest in Netcom BVI and the formation of a
group (as defined in Rule 13d-5(b)(1) under the Exchange Act) between Unicom BVI and Netcom
BVI as a result of the Concert Party Agreement as described in Items 3 and 4 of the Schedule
13D. The Reporting Person disclaims beneficial ownership of the 9,725,000,020 Unicom Shares
held by Unicom BVI.
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5
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1.
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NAME OF REPORTING
PERSON
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CHINA
NETCOM
GROUP
CORPORATION (BVI)
LIMITED
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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|
(A)
x
(B)
o
|
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|
|
|
3.
|
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SEC USE ONLY
|
|
|
|
|
|
4.
|
|
SOURCE OF FUNDS:
|
|
|
OO
|
|
|
|
|
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
o
|
|
|
|
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6.
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
|
|
BRITISH VIRGIN
ISLANDS
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
|
|
|
None
|
|
|
|
|
8.
|
SHARED VOTING POWER:
|
|
|
16,733,353,135
(1)
|
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|
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9.
|
SOLE DISPOSITIVE POWER:
|
|
|
|
None
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER:
|
|
|
7,008,353,115
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON:
|
|
16,733,353,135
(1)
|
|
|
|
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|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11)
EXCLUDES CERTAIN SHARES
|
|
|
o
|
|
|
|
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
|
|
|
70.4%
(1)
|
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|
|
|
|
14.
|
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TYPE OF REPORTING PERSON:
|
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|
CO
|
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(1)
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Includes (i) 7,008,353,115 Unicom Shares (as defined in Item 1 of the Schedule 13D)
held by the Reporting Person (including one Unicom Share held by CNC Cayman) and (ii)
9,725,000,020 Unicom Shares (as defined in Item 1) held by Unicom BVI as to which the
Reporting Person may be deemed to have acquired beneficial ownership due to the formation of a
group (as defined in Rule 13d-5(b)(1) under the Exchange Act) between Unicom BVI and the
Reporting Person as a result of the Concert Party Agreement as described in Items 3 and 4.
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6
This Amendment No. 2 (this
Amendment No. 2
) amends and supplements the disclosures in Item 4
(Purpose of Transaction) and Item 5 (Interest in Securities of the Issuer) of the Schedule 13D (the
Schedule 13D
) filed with the Securities and Exchange Commission on October 27, 2008, as amended
by Amendment No. 1 filed on November 25, 2008, relating to the ordinary shares of par value HK$0.10
per share (the
Unicom Shares
) of China Unicom (Hong Kong) Limited (formerly known as China Unicom
Limited), a corporation organized under the laws of Hong Kong (
China Unicom
). Unless
specifically amended hereby, the disclosures set forth in the Schedule 13D, as previously amended,
remain unchanged.
Capitalized terms not otherwise defined in this Amendment No. 2 have the meanings given to them in
the Schedule 13D, as previously amended.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D, as previously amended, is hereby further amended and supplemented by
adding the following:
On December 16, 2008, China United Network Communications Corporation Limited (
Unicom
Subsidiary
), a foreign-invested enterprise established under the laws of the PRC and a
wholly-owned subsidiary of China Unicom, agreed to acquire from Unicom Group and Netcom Group for
cash the Target Assets and Business (as defined below) pursuant to the two-step approach applicable
to all related party transactions of China Unicom that are subject to the approval of the
independent shareholders of China Unicom.
7
First, on December 16, 2008, Unicom Group, Netcom Group and Unicom A Share Company entered into a business and assets transfer agreement (the
Acquisition Agreement
), pursuant to which Unicom A Share Company
agreed to acquire (1) the telecommunication business across the 21 provinces in southern
China
1
and the local access telephone business and related assets in Tianjin
Municipality operated by Unicom Group and Netcom Group and/or their respective subsidiaries and
branches, (2) the backbone transmission assets in northern China
2
owned by Netcom Group
and/or its subsidiaries, (3) a 100% equity interest in Unicom Xingye Science and Technology Trade
Company Limited, a limited liability company incorporated under the laws of the PRC and a
wholly-owned subsidiary of Unicom Group, owned by Unicom Group, (4) a 100% equity interest in China
Information Technology Designing & Consulting Institute, a limited liability company incorporated
under the laws of the PRC and a wholly-owned subsidiary of Unicom Group, owned by Unicom Group,
and (5) a 100% equity interest in Unicom New Guoxin Communications Limited Company, a limited
liability company incorporated under the laws of the PRC and a wholly-owned subsidiary of Unicom
Group, owned by Unicom Group (items (1) to (5), together, the
Target Assets and Business
).
Second, on the same date, Unicom Subsidiary and Unicom A Share Company entered into a
transfer agreement in connection with the Acquisition Agreement (the
Transfer Agreement
). Pursuant to the Transfer Agreement, Unicom A Share Company agreed to
transfer all of its rights and obligations under the Acquisition Agreement to the Unicom Subsidiary
(collectively, the transactions contemplated under the Acquisition Agreement and the Transfer
Agreement, the
Proposed Acquisitions
). The consideration payable by Unicom Subsidiary for
the Proposed Acquisitions is approximately RMB6.43 billion
(equivalent to approximately US$939.4 million) in cash, subject to adjustments in the circumstances described in
section 3 of the Acquisition Agreement. The completion of the Proposed Acquisitions is subject to a
number of conditions precedent, including but not limited to, the approval from the relevant PRC
government authorities, the approval from the independent shareholders of China Unicom and Unicom A
Share Company and the effectiveness of the Lease (as defined below). Subject to the satisfaction
(or waiver, if applicable) of the conditions precedent, completion of the Proposed Acquisitions is
expected to take place on January 31, 2009. In the event any of the conditions precedent is not
satisfied (or, if applicable, waived) by January 31, 2009 (or such other date as the parties may
agree), the Transfer Agreement will lapse. On completion of the Proposed Acquisitions, all of the
profits and losses generated from the operation of the Target Assets and Business will be assumed
by China Unicom and its subsidiaries with effect from January 1, 2009.
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1
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For purposes of this Amendment No. 2, southern China
refers to Shanghai Municipality, Jiangsu Province, Zhejiang Province, Anhui
Province, Fujian Province, Jiangxi Province, Hubei Province, Hunan Province,
Guangdong Province, Guangxi Autonomous Region, Hainan Province, Chongqing
Municipality, Sichuan Province, Guizhou Province, Yunnan Province, Tibet
Autonomous Region, Shaanxi Province, Gansu Province, Qinghai Province, Ningxia
Autonomous Region and Xinjiang Autonomous Region.
|
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2
|
|
For purposes of this Amendment No. 2, northern China
refers to Beijing, Tianjin Municipality, Hebei Province, Henan Province,
Shandong Province, Liaoning Province, Heilongjiang Province, Jilin Province,
Inner Mongolia Autonomous Region and Shanxi Province.
|
8
In addition, in connection with the Proposed Acquisitions, Unicom Subsidiary, Unicom Group,
Netcom Group and Unicom New Horizon Mobile Telecommunications
Company Limited (
Unicom New Horizon
), a limited liability company incorporated under the laws of
the PRC and a wholly-owned subsidiary of Unicom Group, entered into a network lease agreement on
December 16, 2008 (the
Network Lease Agreement
), pursuant to which Unicom Subsidiary will
lease the telecommunications networks underlying the telecommunications business across the 21
provinces in southern China that is subject to the Proposed Acquisitions from Unicom New Horizon on
an exclusive basis upon completion of the Proposed Acquisitions for an annual lease fee of RMB2.0
billion (equivalent to approximately US$292.2 million) and RMB2.2 billion (equivalent to approximately US$321.4 million) for the two
financial years ending December 31, 2009 and December 31, 2010, respectively (the
Lease
).
Subject to the satisfaction (or waiver, if applicable) of certain conditions, including, among
other things, the completion of the Proposed Acquisitions and the approval of the independent
shareholders of the Unicom A Share Company, the initial term of the Lease is two years effective
from January 1, 2009 and is renewable at the option of Unicom Subsidiary with advance notice
prior to the expiration of the Lease. Pursuant to the Network Lease Agreement, Unicom New Horizon
also granted Unicom Subsidiary an option, but not an obligation, exercisable at the discretion
of Unicom Subsidiary at any time during the term of the Lease, to purchase the leased telecommunications
networks in southern China at a price to be agreed between the parties
with reference to the appraised value of such telecommunications networks, applicable laws and
taking into account prevailing market conditions and other factors.
The above summary descriptions of the Acquisition Agreement, the Transfer Agreement and the Network
Lease Agreement are qualified in their entirety by reference to the complete text of such
agreements filed as exhibits to this Amendment No. 2, the English translation of which are incorporated herein by reference.
9
Except as set forth in this Amendment No. 2 and the Schedule 13D, as previously amended, none of
the Companies nor, to the best knowledge of each of the Companies, any of its respective executive
officers or directors has any present plans or proposals that relate to or would result in the
occurrence of any of the following events: (a) the acquisition by any person of additional
securities of China Unicom, or the disposition of securities of China Unicom; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving China Unicom or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets of China Unicom or
any of its subsidiaries; (d) any change in the present board of directors or management of China
Unicom, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present capitalization or dividend
policy of China Unicom; (f) any other material change in China Unicoms business or corporate
structure; (g) changes in China Unicoms memorandum and articles of association or instruments
corresponding thereto or other actions which may impede the acquisition of control of China Unicom
by any person; (h) causing a class of securities of China Unicom to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity securities of China Unicom
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as previously amended, is hereby further amended and supplemented by
(i) amending and restating Schedule II to reflect changes in the information set forth therein
resulting from, among other things, the forfeiture of certain options in accordance with the
applicable option plans and (ii) amending and restating paragraphs (c) and (d) as follows:
(c) Except as set forth in the Schedule 13D, as previously amended, and as further amended and
supplemented by this Amendment No. 2, and Schedule II, neither any of the Companies nor, to the
best knowledge of each of the Companies, any of its respective executive officers and directors
listed on Schedule I (as previously filed), beneficially owns or has effected any transactions in
the Unicom Shares during the past 60 days.
(d) Except as set forth in the Schedule 13D, as previously amended, and as further amended and
supplemented by this Amendment No. 2, and Schedule II, neither any of the Companies nor, to the
best knowledge of each of the Companies, any of its respective executive officers and directors
listed on Schedule I (as previously filed), has the right to receive or the power to direct the
receipt of dividends from, or the proceeds of sale, of the Unicom Shares.
Item 7. Material To Be Filed As Exhibits.
Item 7 of the Schedule 13D, as previously amended, is hereby amended by adding the following
exhibits:
10
Exhibit C:
Acquisition Agreement, dated December 16, 2008, by and among Unicom Group, Netcom Group and Unicom
A Share Company (English translation)
Exhibit D:
Transfer Agreement, dated December 16, 2008, by and between Unicom A Share Company and Unicom
Subsidiary (English translation)
Exhibit E:
Network Lease Agreement, dated December 16, 2008, by and among Unicom Subsidiary, Unicom Group,
Netcom Group and Unicom New Horizon (English translation)
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
China United Network Communications
Group Company Limited
|
|
China United Telecommunications
Corporation Limited
|
|
By:
|
|
/s/ Chang Xiaobing
|
|
By:
|
|
/s/ Chang Xiaobing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Chang Xiaobing
|
|
|
|
Name:
|
|
Chang Xiaobing
|
|
|
Title:
|
|
Chairman
|
|
|
|
Title:
|
|
Chairman
|
|
|
Date:
|
|
December 24, 2008
|
|
|
|
Date:
|
|
December 24, 2008
|
|
China Unicom (BVI) Limited
|
|
|
|
|
|
|
|
By:
|
|
/s/ Chang Xiaobing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Chang Xiaobing
|
|
|
|
|
|
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
|
|
Date:
|
|
December 24, 2008
|
|
|
|
|
|
|
|
China Network Communications
Group Corporation
|
|
China Netcom Group Corporation
(BVI) Limited
|
|
By:
|
|
/s/ Zuo Xunsheng
|
|
By:
|
|
/s/ Zuo Xunsheng
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Zuo Xunsheng
|
|
|
|
Name:
|
|
Zuo Xunsheng
|
|
|
Title:
|
|
Deputy General Manager
|
|
|
|
Title:
|
|
Director
|
|
|
Date:
|
|
December 24, 2008
|
|
|
|
Date:
|
|
December 24, 2008
|
12
Schedule II
Beneficial Ownership of Executive Officers and Directors
The percentages of Unicom Shares outstanding provided in the tables below are based on
23,767,631,322 Unicom Shares outstanding as of December 16, 2008; provided that Unicom Shares
issuable upon exercise of options that are exercisable within 60 days of December 16, 2008 are
considered outstanding for the purpose of calculating the percentage of outstanding Unicom Shares
held by such individual, but not for the purpose of calculating the percentage of outstanding
Unicom Shares held by any other individual.
Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Chang Xiaobing
|
|
|
900,000
|
|
|
|
0.0038
|
%
|
|
|
526,000
|
|
|
|
December 20, 2010
|
|
|
HK$
|
6.20
|
|
|
|
|
|
|
|
|
|
|
|
|
746,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,272,000
|
|
|
|
|
|
|
|
|
|
|
Tong Jilu
|
|
|
666,000
|
(4)
|
|
|
0.0028
|
%
|
|
|
292,000
|
|
|
|
June 22, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
92,000
|
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
460,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
(5)
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(5)
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
916,000
|
|
|
|
|
|
|
|
|
|
|
Li Gang
|
|
|
230,000
|
|
|
|
0.0010
|
%
|
|
|
460,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
Zhang Junan
|
|
|
230,000
|
|
|
|
0.0010
|
%
|
|
|
460,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
Jiang Peihua
|
|
|
53,600
|
|
|
|
0.0002
|
%
|
|
|
1,600
|
|
|
|
June 21, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
206,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
207,600
|
|
|
|
|
|
|
|
|
|
|
Dong Qunke
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Li Xiong
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Zhang Dongchen
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
None of the executive officers and directors of Unicom Group owns any Unicom Shares.
The total number of Unicom Shares beneficially owned by such executive officers and directors
reflects Unicom Shares issuable upon exercise of options that are exercisable as of December
16, 2008 and will become exercisable within 60 days following December 16, 2008.
|
|
(2)
|
|
Each option gives the holder the right to purchase one Unicom Share.
|
|
(3)
|
|
Comprised of all Unicom Shares underlying options, including Unicom Shares issuable
upon exercise of options that are exercisable as of December 16, 2008 and will become
exercisable within 60 days following December 16, 2008 and which have also been reflected in
the column Aggregate Number of Unicom Shares.
|
|
(4)
|
|
Includes 52,000 Unicom Shares beneficially owned by his spouse, with whom he shares
the power to vote or dispose or to direct the vote or to direct the disposition.
|
|
(5)
|
|
Options of China Unicom beneficially owned by his spouse.
|
Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom A Share Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Chang Xiaobing
|
|
|
900,000
|
|
|
|
0.0038
|
%
|
|
|
526,000
|
|
|
|
December 20, 2010
|
|
|
HK$
|
6.20
|
|
|
|
|
|
|
|
|
|
|
|
|
746,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,272,000
|
|
|
|
|
|
|
|
|
|
|
Tong Jilu
|
|
|
666,000
|
(4)
|
|
|
0.0028
|
%
|
|
|
292,000
|
|
|
|
June 22, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
92,000
|
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
460,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,000
|
(5)
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(5)
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
916,000
|
|
|
|
|
|
|
|
|
|
|
Lu Jianguo
|
|
|
814,600
|
|
|
|
0.0034
|
%
|
|
|
292,600
|
|
|
|
June 21, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
292,000
|
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
460,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,044,600
|
|
|
|
|
|
|
|
|
|
|
Liu Yunjie
|
|
|
148,600
|
|
|
|
0.0006
|
%
|
|
|
148,600
|
|
|
|
June 21, 2010
|
|
|
HK$
|
15.42
|
|
|
Zhang Jian
|
|
|
54,000
|
|
|
|
0.0002
|
%
|
|
|
198,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
Gao Shangquan
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Chen Xiaoyue
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Chen Junliang
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Wang Chenguang
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Zhao Chuanli
|
|
|
88,400
|
|
|
|
0.0004
|
%
|
|
|
24,400
|
|
|
|
June 21, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
196,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,400
|
|
|
|
|
|
|
|
|
|
|
Tang Fuxin
|
|
|
32,000
|
|
|
|
0.0001
|
%
|
|
|
164,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
Lao Jianhua
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
None of the executive officers and directors of the Unicom A Share Company owns any
Unicom Shares. The total number of Unicom Shares beneficially owned by such executive officers
and directors reflects Unicom Shares issuable upon exercise of options that are exercisable as
of December 16, 2008 and will become exercisable within 60 days following December 16, 2008.
|
|
(2)
|
|
Each option gives the holder the right to purchase one Unicom Share.
|
|
(3)
|
|
Comprised of all Unicom Shares underlying options, including Unicom Shares issuable
upon exercise of options that are exercisable as of December 16, 2008 and will become
exercisable within 60 days following December 16, 2008 and which have also been reflected in
the column Aggregate Number of Unicom Shares.
|
|
(4)
|
|
Includes 52,000 Unicom Shares beneficially owned by his spouse, with whom he shares
the power to vote or dispose or to direct the vote or to direct the disposition.
|
|
(5)
|
|
Options of China Unicom beneficially owned by his spouse.
|
Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom BVI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Chang Xiaobing
|
|
|
900,000
|
|
|
|
0.0038
|
%
|
|
|
526,000
|
|
|
|
December 20, 2010
|
|
|
HK$
|
6.20
|
|
|
|
|
|
|
|
|
|
|
|
|
746,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,272,000
|
|
|
|
|
|
|
|
|
|
|
Li Qiuhong
|
|
|
548,400
|
|
|
|
0.0023
|
%
|
|
|
204,400
|
|
|
|
June 21, 2010
|
|
|
HK$
|
15.42
|
|
|
|
|
|
|
|
|
|
|
|
|
204,000
|
|
|
|
July 19, 2010
|
|
|
HK$
|
5.92
|
|
|
|
|
|
|
|
|
|
|
|
|
280,000
|
|
|
|
February 14, 2012
|
|
|
HK$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
688,400
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(1)
|
|
None of the executive officers and directors of Unicom BVI owns any Unicom Shares.
The total number of Unicom Shares beneficially owned by such executive officers and directors
reflects Unicom Shares issuable upon exercise of options that are exercisable as of December
16, 2008 and will become exercisable within 60 days following December 16, 2008.
|
|
(2)
|
|
Each option gives the holder the right to purchase one Unicom Share.
|
|
(3)
|
|
Comprised of all Unicom Shares underlying options, including Unicom Shares issuable
upon exercise of options that are exercisable as of December 16, 2008 and will become
exercisable within 60 days following December 16, 2008 and which have also been reflected in
the column Aggregate Number of Unicom Shares.
|
Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Netcom Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Lu Yimin
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Zuo Xunsheng
|
|
|
0
|
|
|
|
0
|
|
|
|
686,894
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
Li Jianguo
|
|
|
602,000
|
|
|
|
0.0025
|
%
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Pei Aihua
|
|
|
0
|
|
|
|
0
|
|
|
|
482,560
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
Li Fushen
|
|
|
0
|
|
|
|
0
|
|
|
|
723,840
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
Zhao Jidong
|
|
|
0
|
|
|
|
0
|
|
|
|
723,840
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
Jiang Zhengxin
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Except for Ms. Li Jianguo, none of the executive officers and directors of Netcom
Group owns any Unicom Shares.
|
|
(2)
|
|
Each option gives the holder the right to purchase one Unicom Share.
|
|
(3)
|
|
Comprised of all Unicom Shares underlying options, including Unicom Shares issuable
upon exercise of options that are exercisable as of December 16, 2008 and will become
exercisable within 60 days following December 16, 2008 and which have also been reflected in
the column Aggregate Number of Unicom Shares.
|
Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Netcom BVI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Unicom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Unicom Shares Beneficially Owned
|
|
Covered by
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Options in
|
|
|
|
|
|
Option
|
|
|
Number of
|
|
|
|
|
|
Unicom
|
|
Option Expiration
|
|
Exercise
|
Name
|
|
Unicom Shares
(1)
|
|
Percentage
|
|
Shares
(2), (3)
|
|
Date
|
|
Price
|
Zuo Xunsheng
|
|
|
0
|
|
|
|
0
|
|
|
|
686,894
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
Li Fushen
|
|
|
0
|
|
|
|
0
|
|
|
|
723,840
|
|
|
|
November 16, 2010
|
|
|
HK$
|
5.57
|
|
|
4
|
|
|
(1)
|
|
None of the executive officers and directors of Netcom BVI owns any Unicom Shares.
|
|
(2)
|
|
Each option gives the holder the right to purchase one Unicom Share.
|
|
(3)
|
|
Comprised of all Unicom Shares underlying options, including Unicom Shares issuable
upon exercise of options that are exercisable as of December 16, 2008 and will become
exercisable within 60 days following December 16, 2008 and which have also been reflected in
the column Aggregate Number of Unicom Shares.
|
5
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