- Amended Statement of Beneficial Ownership (SC 13D/A)
September 29 2009 - 7:34AM
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. 4)
China Unicom (Hong Kong) Limited
Ordinary Shares, Par Value HK$0.10 Per Share
(Title of Class of Securities)
16945R 10 4
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)
September 25, 2009
(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
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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)
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(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
(2)
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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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16,733,353,135
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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
(2)
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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%
(2)
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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.
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(2)
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Includes (i) 9,725,000,020 Shares held by China Unicom
(BVI) Limited, a company incorporated in the British Virgin Islands
(
Unicom BVI
), and (ii) 7,008,353,115 Shares held by China
Netcom Group Corporation (BVI) Limited, a company incorporated in the
British Virgin Islands (
Netcom BVI
) (including one Share
held by CNC Cayman Limited, a wholly-owned subsidiary of Netcom BVI
incorporated in the Cayman Islands (
CNC Cayman
)).
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1.
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NAME OF REPORTING
PERSON
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CHINA
UNITED
NETWORK
COMMUNICATIONS
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
(2)
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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
(2)
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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%
(2)
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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 Limited.
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(2)
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Includes (i) 9,725,000,020 Shares held by Unicom BVI and (ii) 7,008,353,115 Shares held by Netcom BVI (including one 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 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 Shares held by Netcom BVI.
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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 Shares held by the Reporting Person and
(ii) 7,008,353,115 Shares held by Netcom BVI (including one 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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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
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4.
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SOURCE OF FUNDS:
|
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|
OO
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|
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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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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
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|
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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) 7,008,353,115 Shares held by the Reporting
Person (including one Share held by CNC Cayman) and (ii) 9,725,000,020 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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TABLE OF CONTENTS
This Amendment No. 4 (
Amendment No. 4
) amends and supplements the disclosures in Item 4 (Purpose
of the Transaction) and Item 6 (Contracts, Arrangements, Understandings or Relationships with
respect to 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, Amendment No. 2 filed on December 24, 2008 and
Amendment No. 3 filed on January 14, 2009, relating to the ordinary shares of
par value HK$0.10 per share (the
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. 4 have the meanings given to them in
the Schedule 13D, as previously amended.
On September 25, 2009, SKT Telecom Co., Ltd. (
SKT
) extended to China Unicom a conditional
irrevocable offer for the sale by SKT to China Unicom of 899,745,075 Shares, being all the Shares
owned by SKT and representing approximately 3.79% of the issued share capital of China Unicom by
way of an off-market share repurchase by China Unicom (the
Share Repurchase
). In connection with
the Share Repurchase, on the same day, Netcom BVI delivered to SKT an irrevocable voting
undertaking (the
Netcom Voting Undertaking
) in favor of SKT to vote in favor of all resolutions
to approve the Share Repurchase and any related matters necessary for China Unicom to effect the
Share Repurchase to be proposed at an extraordinary general meeting of the shareholders of China
Unicom (the
EGM
) in respect of the 7,008,353,114 Shares legally and beneficially owned by Netcom
BVI, representing approximately 29.49% of the issued share capital of China Unicom as of September
25, 2009. Under the terms of the Netcom Voting Undertaking, the irrevocable undertaking from
Netcom BVI will lapse if (a) the Share Repurchase and the agreement of the Share Repurchase are not
approved by the shareholders at the EGM or (b) the offer extended by SKT lapses in accordance with
its terms.
Except as
set forth in this Amendment No. 4 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 7. Material To Be Filed As Exhibits.
Item 7 of the Schedule 13D, as previously amended, is hereby amended by adding the following
exhibit:
Exhibit H:
Irrevocable Undertaking in favor of SKT, executed by Netcom BVI, dated September 25, 2009.
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.
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China United Network
Communications Group Company
Limited
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China United Network
Communications Limited
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By:
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/s/ Chang Xiaobing
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By:
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/s/ Chang Xiaobing
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Name: Chang Xiaobing
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Name: Chang Xiaobing
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Title: Chairman
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Title: Chairman
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Date: September 29, 2009
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Date: September 29, 2009
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China Unicom (BVI) Limited
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China Netcom Group Corporation
(BVI) Limited
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By:
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/s/ Chang Xiaobing
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By:
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/s/ Zuo Xunsheng
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Name: Chang Xiaobing
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Name: Zuo Xunsheng
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Title: Director
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Title: Director
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Date: September 29, 2009
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Date: September 29, 2009
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