FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of October, 2008
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
|
Form
20-F
|
ü
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Form
40-F
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(Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
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Yes
|
No
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ü
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(If "Yes"
is marked, indicate below the file number assigned to registrant in connection
with Rule 12g3-2(b): 82-__________. )
N/A
China
Netcom Group Corporation (Hong Kong) Limited
Building
C, No. 156, Fuxingmennei Avenue
Xicheng
District
Beijing,
100031 PRC
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This Form
6-K consists of：
An
announcement on the date and time of the court hearing regarding the proposed
merger of China Unicom Limited (the "unicom") and China Netcom Group Corporation
(Hong Kong) Limited (the“Registrant”), made by the
Unicom and the Registrant on October 2, 2008.
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The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
None
of the Securities and Exchange Commission, any state securities commission or
other regulatory authority of the United States of America has approved or
disapproved the securities referred to in this announcement or passed upon the
accuracy or adequacy of this announcement. Any representation to the contrary is
a criminal offence in the United States of America.
This announcement appears for
information purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities of Unicom or Netcom, nor is it any
solicitation of any vote or approval in any jurisdiction.
 CHINA UNICOM
LIMITED
中 國 聯 通 股 份 有 限 公 司
(Incorporated in Hong Kong
with limited liability)
(Stock
Code: 0762)
|
 CHINA
NETCOM GROUP CORPORATION
(HONG
KONG) LIMITED
中 國 網 通 集 團 (香 港) 有 限 公 司
(Incorporated in Hong Kong
with limited liability)
(Stock
Code: 0906)
|
JOINT
ANNOUNCEMENT
PROPOSED
MERGER OF
CHINA
UNICOM LIMITED
AND
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
UNDER
SECTION 166 OF THE HONG KONG COMPANIES ORDINANCE
DATE
AND TIME OF THE COURT HEARING
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The
Court Hearing will take place at 9:30 a.m. (Hong Kong time) on Tuesday, 14
October 2008 at the High Court at the High Court Building, 38 Queensway,
Hong Kong.
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1. INTRODUCTION
This
announcement is made further to the scheme document dated 15 August 2008 jointly
issued by Netcom and Unicom and despatched to all Netcom Shareholders, Netcom
ADS Holders and Netcom Optionholders (the “Scheme Document”). Unless otherwise
defined in this announcement, capitalised terms used in this announcement shall
have the same meanings as those defined in the Scheme Document.
2. DATE
AND TIME OF THE COURT HEARING
The Court
Hearing will take place at 9:30 a.m. (Hong Kong time) on Tuesday, 14 October
2008 at the High Court at the High Court Building, 38 Queensway, Hong Kong. At
the Court Hearing, the High Court will hear the petition for the sanction of the
Scheme and the confirmation of the capital reduction of Netcom.
Netcom
ADS Holders who wish to be entitled to be present in person or be represented by
counsel at the Court Hearing to support or oppose the petition for the sanction
of the Scheme may do so by surrendering their Netcom ADSs and withdrawing the
Netcom Shares represented by such Netcom ADSs in accordance with the terms of
the Netcom ADS Deposit Agreement prior to 3:00 p.m. (New York time) on Thursday,
9 October 2008 so that they can be registered as Netcom Shareholders prior to
the Court Hearing. Netcom ADS Holders who hold Netcom ADSs indirectly through a
financial intermediary and wish to be present in person or represented by
counsel at the Court Hearing must contact the financial intermediary through
which such Netcom ADS Holders hold their Netcom ADSs and request such financial
intermediary to surrender the Netcom ADSs beneficially owned by them and to
withdraw the Netcom Shares represented by such Netcom ADSs.
3. IMPORTANT
The
last day for dealings in the Netcom Shares on the Hong Kong Stock Exchange and
the Netcom ADSs on the
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New
York Stock Exchange is expected to be Monday, 6 October 2008. Holders of Unicom
Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom
Options and potential investors in Unicom and Netcom are reminded that the
implementation of the Proposals, including the Scheme, is subject to a number of
conditions (as set out in the Scheme Document) being satisfied or waived, as
applicable, and thus, the Proposals, including the Scheme, may or may not become
effective. Holders of Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares,
Netcom ADSs and Netcom Options and potential investors of Unicom and Netcom
should therefore exercise caution when dealing in Unicom Shares,
Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs or Netcom Options or
other securities of Unicom or Netcom. Persons who are in doubt as to the action
they should take should consult their licensed securities dealer, bank manager,
solicitor or other professional advisers.
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By
order of the board of
China Unicom
Limited
Mr.
Chang Xiaobing
Chairman and Chief Executive
Officer
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By
order of the board of
China Netcom Group Corporation
(Hong Kong) Limited
Mr.
Zuo Xunsheng
Chairman
and Chief Executive Officer
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Hong
Kong, 2 October 2008
As
at the date of this announcement, the board of directors of Unicom comprises Mr.
Chang Xiaobing, Mr. Tong Jilu, Mr. Li Gang and Mr. Zhang Junan as executive
directors, Mr. Lu Jianguo and Mr. Lee Suk Hwan as non-executive directors and
Mr. Wu Jinglian, Mr. Shan Weijian, Mr. Cheung Wing Lam, Linus and Mr. Wong Wai
Ming as independent non-executive directors. The directors of Unicom jointly and
severally accept full responsibility for the accuracy of the information
contained in this announcement (other than in relation to the Netcom Group,
Netcom Parent and Netcom BVI) and confirm, having made all reasonable enquiries,
that to the best of their knowledge, their opinions expressed in this
announcement have been arrived at after due and careful consideration and there
are no other facts not contained in this announcement the omission of which
would make any of the statements in this announcement (other than in relation to
the Netcom Group, Netcom Parent and Netcom BVI) misleading.
As
at the date of this announcement, the board of directors of Netcom comprises Mr.
Zuo Xunsheng, Ms. Li Jianguo and Mr. Li Fushen as executive directors, Mr. Yan
Yixun, Mr. Cesareo Alierta Izuel and Mr. José María Álvarez-Pallete as
non-executive directors and Mr. John Lawson Thornton, Dr. Qian Yingyi, Mr. Hou
Ziqiang and Mr. Timpson Chung Shui Ming as independent non-executive directors.
The directors of Netcom jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement (in relation to the
information relating to the Netcom Group, Netcom Parent and Netcom BVI only) and
confirm, having made all reasonable enquiries, that to the best of their
knowledge, their opinions expressed in this announcement have been arrived at
after due and careful consideration and there are no other facts not contained
in this announcement the omission of which would make any of the statements
relating to the Netcom Group, Netcom Parent and Netcom BVI in this announcement
misleading.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the under-signed, thereunto duly
authorized.
CHINA NETCOM GROUP CORPORATION (HONG
KONG) LIMITED
By /s/
Huo
Haifeng
By /s/
Mok Kam
Wan
Name: Huo Haifeng and Mok
Kam Wan
Title: Joint
Company
Secretaries
Date:
October 2, 2008
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