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 August, 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
|
Form
40-F
|
(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.)
|
Yes
|
No
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ü
|
(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
This Form
6-K consists of：
An
announcement for dispatch of documents relating to the proposed merger of China
Unicom Limited and China Netcom Group Corporation (Hong Kong) Limited (the
“Registrant”) by way of a scheme of arrangement of the Registrant under Section
166 of the Hong Kong Companies Ordinance, jointly made by China Unicom Limited
and the Registrant in English on August 14, 2008.
Document 1
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 US Securities and Exchange Commission (the “SEC”), any US state
securities commission or any other regulatory authority in the United States
takes any responsibility for the contents of this announcement, or makes any
representation as to its accuracy or completeness. Any representation to the
contrary is unlawful in the United States.
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. This announcement also does not constitute any solicitation or
recommendation under the rules and regulations of the SEC.
This
announcement is not an offer for sale or a sale of Unicom Shares or Unicom ADSs
in the United States. The Unicom Shares and the Unicom ADSs to be issued in
connection with the Proposals and the Scheme have not been registered under the
US Securities Act and may not be offered or sold in the United States absent
registration or an exemption from registration under the US Securities
Act.
 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
BY
WAY OF A SCHEME OF ARRANGEMENT OF
CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
UNDER
SECTION 166 OF THE HONG KONG COMPANIES ORDINANCE
DESPATCH
OF
(1)
SCHEME DOCUMENT TO NETCOM SHAREHOLDERS,
NETCOM
ADS HOLDERS AND NETCOM OPTIONHOLDERS,
(2)
OPTION PROPOSAL LETTER TO NETCOM OPTIONHOLDERS
AND
(3)
CIRCULAR TO UNICOM SHAREHOLDERS AND
UNICOM
ADS HOLDERS
|
The
Scheme Document containing, among other things, an explanatory statement
regarding the Scheme and the Proposals, the letters of advice from the
Netcom IBC and Rothschild and the notices of the Court Meeting and the
Netcom EGM, together with the relevant forms of proxy, will be despatched
to the Netcom Shareholders and the Netcom Optionholders on Friday, 15
August 2008. The Netcom Depositary will arrange for the despatch of copies
of the Scheme Document to the Netcom ADS Holders by Wednesday, 20 August
2008 (New York time).
The
Option Proposal Letter will also be despatched to the Netcom Optionholders
on Friday, 15 August 2008.
The
Circular containing, among other things, details of the very substantial
acquisition relating to the proposed merger of Unicom and Netcom
(including a copy of the Scheme Document), the mandate to issue Unicom
Shares, the adoption of the Special Purpose Unicom Share Option Scheme,
the new continuing connected transactions of Unicom, the proposed
amendment to the Articles of Association of Unicom and the proposed change
of company name of Unicom, the letters of advice from the Unicom IBC and
Merrill Lynch (Asia Pacific) Limited on the non-exempt new continuing
connected transactions of Unicom and the notice of the Unicom EGM,
together with a form of proxy, will be despatched to the Unicom
Shareholders on Friday, 15 August 2008.
IMPORTANT
Holders of Unicom Shares,
Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom Options
and all 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 paragraph 4 headed “Conditions of the
Proposals and the Scheme” in the explanatory statement of 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 all 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 stockbroker, bank manager, solicitor
or other professional advisers.
|
1. INTRODUCTION
Unicom
and Netcom refer to the First Joint Announcement and the Second Joint
Announcement. Unless otherwise defined in paragraph 7 of this announcement,
capitalised terms used in this announcement shall have the same meanings as
those defined in the First Joint Announcement and the Second Joint
Announcement.
2. DESPATCH
OF THE SCHEME DOCUMENT AND THE OPTION PROPOSAL LETTER
The
Scheme Document containing, among other things, an explanatory statement
regarding the Scheme and the Proposals, the letters of advice from the Netcom
IBC and Rothschild and the notices of the Court Meeting and the Netcom EGM,
together with the relevant forms of proxy, will be despatched to the Netcom
Shareholders and the Netcom Optionholders on Friday, 15 August 2008. The Netcom
Depositary will arrange for the despatch of copies of the Scheme Document to the
Netcom ADS Holders by Wednesday, 20 August 2008 (New York time).
The
Option Proposal Letter will also be despatched to the Netcom Optionholders on
Friday, 15 August 2008.
Netcom
Shareholders and Netcom ADS Holders are strongly advised to read carefully the
Scheme Document, including the recommendations from the Netcom IBC and
Rothschild, before deciding on how to vote in relation to the resolutions
relating to the Scheme to be proposed at the Court Meeting and the Netcom EGM.
Netcom Optionholders are strongly advised to read carefully the Option Proposal
Letter and the Scheme Document, including the recommendations from the Netcom
IBC and Rothschild.
3. DESPATCH
OF CIRCULAR TO UNICOM SHAREHOLDERS
The
Circular containing, among other things, details of the very substantial
acquisition relating to the proposed merger of Unicom and Netcom (including a
copy of the Scheme Document), the mandate to issue Unicom Shares, the adoption
of the Special Purpose Unicom Share Option Scheme, the new continuing connected
transactions of Unicom, the proposed amendment to the Articles of Association of
Unicom and the proposed change of company name of Unicom, the letters of advice
from the Unicom IBC and Merrill Lynch (Asia Pacific) Limited on the non-exempt
new continuing connected transactions of Unicom and the notice of the Unicom
EGM, together with a form of proxy, will be despatched to the Unicom
Shareholders on Friday, 15 August 2008.
Unicom
Shareholders are strongly advised to read carefully the Circular, including the
recommendations from the Unicom IBC and Merrill Lynch (Asia Pacific) Limited,
before deciding on how to vote in relation to the resolutions to be proposed at
the Unicom EGM.
4. EXPECTED
TIMETABLE FOR THE SCHEME
The
current expected timetable for the Scheme is as follows:
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Hong
Kong time (unless otherwise stated)
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Latest
time to surrender Netcom ADSs to the Netcom Depositary and withdraw the
underlying Netcom Shares in order to vote directly at the Court Meeting
and the Netcom EGM(1)
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3:00
p.m. on Tuesday, 2 September 2008 (New York time)
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ADS
Voting Instruction Deadline for receipt by the Netcom Depositary of
completed ADS Voting Instruction Cards from Netcom ADS Holders(2)
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10:00
a.m. on Wednesday, 10 September 2008 (New York
time)
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Latest
time for lodging transfers of Netcom Shares in order to qualify for
attending and voting at the Court Meeting and the Netcom
EGM
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before
4:30 p.m. on Thursday, 11 September 2008
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Register
of members of Netcom closed for determination of entitlements of
Disinterested Netcom Shareholders other than the Exempt Principal Traders
to attend and vote at the Court Meeting and of Netcom Shareholders to
attend and vote at the Netcom EGM(3)
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Friday,
12 September 2008 to Wednesday, 17 September 2008 (both days
inclusive)
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Latest
time for lodging forms of proxy in respect of:
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Court
Meeting(4)
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4:00
p.m. on Monday, 15 September 2008
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Netcom
EGM(4)
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4:30
p.m. on Monday, 15 September 2008
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Court
Meeting(5)
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4:00
p.m. on Wednesday, 17 September 2008
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Netcom
EGM(5)
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4:30
p.m. on Wednesday, 17 September 2008
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(or
immediately after the conclusion or adjournment of the Court
Meeting)
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Announcement
of the results of the Court Meeting and the Netcom EGM published on the
Hong Kong Stock Exchange website not later than 7:00 p.m. on Wednesday, 17
September 2008
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Announcement
of the date and time of the Court Hearing published on the Hong Kong Stock
Exchange website and in The South China Morning Post, the Hong Kong
Economic Times, The Wall Street Journal and The Asian Wall Street
Journal
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Thursday,
2 October 2008
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Last
day for dealings in the Netcom Shares
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Monday,
6 October 2008
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Last
day for dealings in the Netcom ADSs
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Monday,
6 October 2008
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Latest
time to surrender Netcom ADSs to the Netcom Depositary and withdraw the
underlying Netcom Shares in order to become a Netcom Shareholder and
appear at the Court Hearing
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3:00
p.m. on Thursday, 9 October 2008 (New York
time)
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Latest
time for lodging transfers of Netcom Shares and for the Netcom
Optionholders to exercise their Netcom Options in order to qualify for
entitlements under the Scheme
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before
4:30 p.m. on Friday, 10 October 2008
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Court
Hearing(6)
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Tuesday,
14 October 2008
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Scheme
Record Time
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5:00
p.m. on Tuesday, 14 October 2008
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Announcement
of (1) the results of the Court Hearing and the Netcom EGM and (2) the
intention to withdraw the listing of the Netcom Shares and the Netcom ADSs
from the Hong Kong Stock Exchange and the New York Stock Exchange,
respectively, published on the Hong Kong Stock Exchange
website
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Tuesday,
14 October 2008
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Announcement
of (1) the results of the Court Hearing and the Netcom EGM and (2) the
intention to withdraw the listing of the Netcom Shares and the Netcom ADSs
from the Hong Kong Stock Exchange and the New York Stock Exchange,
respectively, published in The Wall Street Journal and The Asian Wall
Street Journal
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Wednesday,
15 October 2008
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Effective
Date(7)
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Wednesday,
15 October 2008
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Withdrawal
of the listing of the Netcom Shares on the Hong Kong Stock
Exchange
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9:30
a.m. on Wednesday, 15 October 2008
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Announcement
of (1) the Effective Date and (2) the withdrawal of the listing of the
Netcom Shares on the Hong Kong Stock Exchange published on the Hong Kong
Stock Exchange websit
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Wednesday,
15 October 2008
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Expected
withdrawal of the listing of the Netcom ADSs on the New York Stock
Exchange
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9:30
a.m. on Wednesday, 15 October 2008 (New York
time)
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Certificates
for the new Unicom Shares and the new Unicom ADSs issued and letters
granting the Special Unicom Options pursuant to the Proposals to be
despatched on or before
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Saturday,
25 October 2008
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Period
during which odd lot trading arrangement in relation to the Unicom Shares
is provided
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Monday,
27 October 2008 to Friday, 14 November
2008
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Netcom
Shareholders, Netcom ADS Holders and Netcom Optionholders should note that the
timetable, which is mainly dependent on the date of the Court Hearing, is
subject to change. Further announcement(s) will be made in the event that there
is any change to the timetable.
Notes:
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(1)
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Netcom
ADS Holders who wish to surrender their Netcom ADSs and withdraw the
underlying Netcom Shares in order to become Netcom Shareholders should
contact the Netcom Depositary at Citigroup Shareholder Services, P.O. Box
43099, Providence RI 02940-5000, the United States of America or by
telephone at 1-877-248-4237 between 8:30 a.m. and 6:00 p.m. (New York
time) Monday to Friday.
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(2)
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ADS
Voting Instruction Cards should be returned to the Netcom Depositary in
accordance with the instructions printed on them as soon as possible and
in any event not later than 10:00 a.m. (New York time) on 10 September
2008.
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(3)
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The
closure of the register of members of Netcom is not for the purpose of
determining entitlements under the
Scheme.
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(4)
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Forms
of proxy, together with the power of attorney or other authority (if any)
under which it is signed or a notarially certified copy thereof, must be
deposited at Netcom’s registered office at Room 6701, The Center, 99
Queen’s Road Central, Hong Kong, as soon as possible and in any event not
later than the times and dates stated above. The pink form of proxy in
respect of the Court Meeting may alternatively be handed to the Chairman
of the Court Meeting at the Court Meeting if it is not so deposited. In
order to be valid, the white form of proxy for the Netcom EGM must be
deposited by the time and date stated above. Completion and return of a
form of proxy for the Court Meeting or the Netcom EGM will not preclude a
Disinterested Netcom Shareholder and a Netcom Shareholder, respectively,
from attending the relevant meeting and voting in person. In such event,
the relevant form of proxy will be deemed to have been
revoked.
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(5)
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The
Court Meeting and the Netcom EGM will be held at The Ballroom, Island
Shangri-La, Hong Kong at the times and dates specified above. Notices of
the Court Meeting and the Netcom EGM are set out in the Scheme
Document.
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(6)
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The
Court Hearing will be held at the High Court at the High Court Building,
38 Queensway, Hong Kong.
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(7)
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The
Scheme will become effective upon all the conditions set out in paragraph
4 headed “Conditions of the Proposals and the Scheme” in the explanatory
statement of the Scheme Document having been satisfied or waived, as
applicable.
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5. CLOSURE
OF REGISTER OF MEMBERS of netcom
For the
purpose of determining entitlements of Disinterested Netcom Shareholders (other
than the Exempt Principal Traders) to attend and vote at the Court Meeting and
the entitlements of Netcom Shareholders to attend and vote at the Netcom EGM,
Netcom’s register of members will be closed from Friday, 12 September 2008 to
Wednesday, 17 September 2008 (both days inclusive). During such period, no
transfers of Netcom Shares will be effected. In order to qualify to vote at the
Court Meeting and at the Netcom EGM, the relevant share certificates and
transfer documentation must be lodged with the Netcom’s share registrar for
registration before the closure of Netcom’s register of members. Netcom’s share
registrar is Computershare Hong Kong Investor Services Limited which is located
at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong.
6. IMPORTANT
Holders of Unicom Shares, Unicom
ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom Options and all
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 paragraph 4 headed “Conditions of the Proposals and the Scheme” in
the explanatory statement of 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 all 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 stockbroker, bank manager, solicitor or other professional
advisers.
7. Definitions
In this
announcement, unless the context otherwise requires, the following expressions
have the meanings set out below:
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“ADS
Voting Instruction Card”
|
:
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the
white voting instruction card for use by Netcom ADS Holders for providing
instructions to the Netcom Depositary as to how to vote the Netcom Shares
underlying their Netcom ADSs in connection with the Court Meeting and the
Netcom EGM
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“ADS
Voting Instruction Deadline”
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:
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10:00
a.m. (New York time) on 10 September 2008 (or such other time and date as
shall have been determined by the Netcom Depositary), being the deadline
for the receipt of the ADS Voting Instruction Card by the Netcom
Depositary from the Netcom ADS Holders
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“Citigroup”
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:
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Citigroup
Global Markets Asia Limited, the exclusive financial adviser to Netcom in
connection with the Proposals
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“Exempt
Principal Traders”
|
:
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certain
members of the respective group of companies to which JPMorgan and
Citigroup belong holding Netcom Securities in their capacity as exempt
principal traders under the Takeovers Code
|
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“First
Joint Announcement”
|
:
|
the
joint announcement issued by Unicom and Netcom on 2 June 2008 regarding
the proposed merger of Unicom and Netcom by way of a scheme of arrangement
of Netcom under Section 166 of the Hong Kong Companies
Ordinance
|
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“Independent
Unicom Shareholders”
|
:
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the
Unicom Shareholders other than Unicom BVI and its
associates
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“JPMorgan”
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:
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J.P.
Morgan Securities (Asia Pacific) Limited, the financial adviser to Unicom
in connection with the Proposals
|
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“Netcom
ADS Holders”
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:
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holders
of Netcom ADSs
|
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“Netcom
Optionholders”
|
:
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holders
of Netcom Options
|
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“Netcom
Securities”
|
:
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Netcom
Shares, Netcom ADSs, Netcom Options and any other options, derivatives,
warrants or other securities convertible or exchangeable into Netcom
Shares which are issued by Netcom
|
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“Option
Proposal Letter”
|
:
|
the
letter setting out the terms of the Option Proposal and the details of the
Special Purpose Unicom Share Option Scheme sent separately to the Netcom
Optionholders
|
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“Second
Joint Announcement”
|
:
|
the
joint announcement issued by Unicom and Netcom on 23 June 2008 regarding
the delay in the despatch of the Scheme Document and the
Circular
|
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“Unicom
IBC”
|
:
|
the
independent committee of the board of directors of Unicom, which consists
of all of the independent non-executive directors of Unicom, which has
been established for the purpose of advising the Unicom Shareholders and
the Independent Unicom Shareholders (as the case may be) in respect of the
relevant non-exempt new continuing connected transactions of
Unicom
|
|
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
|
Hong
Kong, 14 August 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.
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
|
||
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Name:
|
Huo
Haifeng and Mok Kam Wan
|
||
|
Title:
|
Joint
Company Secretaries
|
||
Date:
August 14, 2008