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 April, 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
T
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
T
(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:
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1
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a
press release on the announced 2007 final results of China Netcom Group
Corporation Hong Kong) Limited (the “Registrant”), made by the Registrant
in English on March 25, 2008; and
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2
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a
notice of annual general meeting of the Registrant, to be made by the
Registrant in English on April 7,
2008.
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Document
1
| For Immediate Release |
 |
China
Netcom Announces 2007 Annual Results
Innovative businesses mitigated impact of mobile-substitution
Olympic Games sped up strategic transformation into broadband
communications and multimedia services provider
Financial
results and business highlights(1):
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Ÿ Consolidated
net profit was RMB10,578 million(2)
Ÿ Free
cash flow increased by 57.2% to RMB11,775 million(3)
Ÿ Innovative
businesses surged 38.9% to RMB28,656 million, accounting for 34.7% of
total revenue, up 9.5 percentage points
Ÿ Broadband
subscribers grew by 37.0% to 19.768 million.
Ÿ Board
of Directors recommends a final dividend of HK$0.592 per share, up
7.1%
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(1)
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All
figures in this document exclude discontinued operations and upfront
connection fees unless otherwise
stated.
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(2)
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The
figure includes net profit of RMB624 million from discontinued operations,
but excludes upfront connection fees of RMB1,517
million
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(3)
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Free
cash flow means cash flow from operating activities of continuing
operations net of capital
expenditure.
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Hong Kong, March 25, 2008 –
China Netcom Group Corporation (Hong Kong) Limited (“China Netcom” or the
“Company”) (HKSE: 0906; NYSE: CN), a leading broadband and fixed-line
communications operator in China, announces its annual results(4) for
2007 today.
China Netcom capitalized on the rapid growth of China’s Internet market to speed
up its strategic transformation into a broadband communications and multimedia
services provider. It continued to develop a number of innovative services such
as broadband, ICT (information and communication technology), value-added
services and advertising and media businesses to boost revenue. The Company also
seized the opportunities presented by the Beijing 2008 Olympic Games to step up
its efforts to market innovative services with an aim of making a breakthrough
amid mobile-substitution. The move paid off as it offset the decline in the
traditional fixed-line telecom business, and paved the way for sustainable and
fast development in the future.
For
the year ended December 31, 2007 (“the Period under Review” or “the Period”),
the company generated RMB84,005 million in revenues from continuing operations,
including amortization of upfront connection fees of RMB1,517 million. Excluding
amortization of upfront connection fees, revenue from continuing operations rose
0.9% to RMB82,488 million. Consolidated net profit (which included net profit of
RMB624 million from
China
Netcom Announces 2007 Annual Results
discontinued
operations, but excluded upfront connection fees of RMB1,517 million) was
RMB10,578 million, and basic earnings per share were RMB1.59. The Board of
Directors recommends a final dividend of HK$0.592 per share, up 7.1% from that
of the previous year.
The
effective management of capital expenditure and cash flow also helped to enhance
profitability. During the Period under Review, capital expenditure was RMB20,684
million, a decline of 15.8% and a reduction of RMB316 million compared to the
guidance provided by Management at the beginning of the year 2007. Free cash
flow increased by 57.2% to RMB11,775 million.
Mr. Zhang Chunjiang, Chairman of China Netcom, said, “Over the past three years, the Company
has focused its efforts on strategic transformation and operational reform. In 2007, we made significant progress
in the Company’s transformation into a broadband communications and multimedia services provider,
breaking new
ground with innovative businesses. In 2007, revenue generated from
innovative businesses maintained its growth
momentum, growing by 38.9%, and accounted for 34.7% of total
revenue, up 9.5 percentage points from the previous year. This has paved the way for China
Netcom’s sustainable and fast growth in the
future. We believe that the
Company can sustain growth and create value for shareholders as long as
it follows this long-term vision.”
Increased proportion of Innovative Businesses in total revenue
In 2007, revenue from innovative businesses surged 38.9% to RMB28,656 million.
During the year, the Company launched a “Super Broadband Plan” to take advantage of growth
opportunities presented by the rapid expansion of Internet usage in China. Within its service regions, the Company increased broadband access speed, implemented new operational and business models, and
promoted its Olympic ties and strategy. By the end of 2007, the total number
of broadband subscribers of the Company increased 5.339 million to 19.768 million, representing a growth of 37.0% and a market share of 88.9% in the Company’s service areas.
Along
with the expansion of the broadband subscriber base, the Company focused on
integrating broadband content and applications. It launched “CNC MAX” Client to
deliver enriched content and applications directly to the desktops of its
subscribers. The Company also diversified broadband access sources, extending
its range from PCs to TV sets.
These
moves boosted average revenue per user (ARPU). Broadband service generated total
revenue of RMB13,835 million in 2007, and ARPU grew by 3.9% to RMB67.4. In
particular,
2
China
Netcom Announces 2007 Annual Results
revenue
from broadband content and applications reached RMB1,749 million, up107.7% from
the previous year, and contributed RMB8.5 to average revenue per broadband
subscriber.
With
its expanding of “CNC MAX” Client user base and content and applications
enrichment, the Company began to build competitive advantage its advertising and
media businesses. In 2007, the Company built a competitive advantage in
advertising and media through “Phone Navigation”, “CNC MAX” Client and “CNC
Yellow Pages”. By the end of the year, advertising and media businesses
generated revenue of RMB380 million.
To
capitalize on the increasing penetration of IT across all sectors of society,
the Company has set a long-term goal of becoming one of China’s leading ICT
service providers, as well as a network information specialist for government
and corporate customers. Leveraging its brand and resources, the Company made
great efforts to develop ICT services and puts emphasis in enhancing its
capability of providing integrated solutions for key customers and markets as
well as to move up the value chain during the Period under Review. In 2007, the
Company developed its competitive advantages in integrated solutions for
government, Olympics, health, education, finance and other industries. As a
result, the Company obtained contracts from important customers such as the
State Council Informatization Office, the National People’s Congress, the
Ministry of Commerce, China International E-commerce Center and the Chinese
Academy of Medical Sciences. In 2007, revenue from the ICT business increased by
366.7% to RMB3,990 million.
In
2007, the Company focused on expanding the scope of its value-added services and
increasing the penetration rate of these services for its fixed line
subscribers. By the end of 2007, revenue from value-added services had increased
by 14.5% to RMB6,114 million, accounting for 7.4% of total revenue, an increase
of 0.9 percentage point from 2006. The number of Personalized Ring subscribers
grew by 78.6% to 28.137 million. Of these, 19.970 million used fixed-line
Personalized Ring, representing a growth of 124.1% and a penetration rate of
23.6%. The penetration rate of Caller Identification Service was 72.2%, up by
3.4 percentage points.
Promoting bundled services in traditional fixed-line business
In
2007, the Company continued to promote bundled services and integrated services
in the traditional fixed-line services under the brand names “Family 1+” and,
“Same Number”, driving the growth of innovative services by bundling various
services in one package. By the end of 2007, the number of “Family 1+”
subscribers grew by 650.8% to 8.378 million. Subscribers to “Same Number”
increased by 75.7% to 1.663 million. Fast growth in the
3
China
Netcom Announces 2007 Annual Results
“Family
1+” service accelerated the development of broadband access, broadband content
and applications as well as value-added services. In 2007, more than 80% of the
net growth in broadband subscribers also subscribed to “Family 1+”.
Due
to accelerating mobile substitution, the number of local telephone subscribers
declined to 110.820 million at the end of 2007, down by 3.152 million, including
a 4.1% decrease in PHS subscribers to 26.189 million. ARPU and traffic for local
telephone services continued to fall.
We
believe that with the growing penetration of the “Family 1+” service plan,
steady improvement in pricing and shift of the service plan positioning to home
multimedia information service, the value of fixed-line telephone services
customer will be maximized.
Capitalizing on the
Olympics
As a partner of the 2008 Olympics, the
Company intensified marketing in
2007 stick to its “Broadband Olympics” strategy, which is expected to drive
substantial growth in both broadband and ICT services. The “Broadband Olympics”
strategy is expected to enhance the Company’s brand image, services, management,
and overall competitiveness.
Prospect
Looking forward, Chairman Zhang Chunjiang said, “The telecommunications industry
is undergoing rapid and profound change. It is hard for the traditional
operational model to keep up with the rapid changes in demand and the fast
development of technological innovation. In view of this, the Company will
continue its strategic transformation into a broadband communications and
multimedia services provider in 2008. It will also persevere in its pursuit of
licenses for mobile services and IPTV services, which will pave the way for the
Company to become a comprehensive broadband communications and multimedia
services provider, based on the quadruple-play business model. We believe that
the only way to sustain growth and enhance value for our shareholders is to
deliver breakthrough innovation, embrace challenge proactively, and drive trends
rather than follow them.”
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(4)
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Financial
statements are prepared in accordance with generally accepted accounting
principles in Hong Kong.
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-END-
4
China
Netcom Announces 2007 Annual Results
About
China Netcom
China
Netcom Group Corporation (Hong Kong) Limited is a leading broadband and
fixed-line communications operator in China. Its service region consists of
Beijing Municipality, Tianjin Municipality, Hebei Province, Henan Province,
Shandong Province, Liaoning Province, Heilongjiang Province, Jilin Province,
Inner Mongolia Autonomous Region and Shanxi Province. The Company provides
fixed-line voice, value-added services, broadband and other internet-related
services, information and communications technology (ICT), business & data
communications services and advertising and media services.
An audio replay of the 2007 annual
results presentation
will be available
at www.china-netcom.com
The
annual report for the year ended December 31, 2007 will be published on the
website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) as well as
the website of the Company (www.china-netcom.com). We would also submit the
report to the U.S. Securities and Exchange Commission (SEC) on Form
6-K.
For
investor and media inquires, please contact:
| Qin Shaojuan | Hon Fung |
| China Netcom Group Corporation (Hong Kong) Limited | Christensen International |
| Tel： (86-10) 6625-8712 | Tel：(852) 2117 0861 |
| Fax： (86-10) 6625-9544 | Fax：(852) 2117 0869 |
| E-mail：ir@cnc.cn | E-mail:fhon@ChristensenIR.com |
Disclaimer
This
press release includes "forward-looking statements". All statements, other than
statements of historical facts, that address activities, events or developments
that the Company expects or anticipates will or may occur in the future
(including but not limited to projections, targets, estimates and business
plans) are forward-looking statements. The Company's actual results or
developments may differ materially from those indicated by these forward-looking
statements as a result of various factors and uncertainties, including but not
limited to the level of demand for telecommunications services; competitive
forces in more liberalized markets; the effects of tariff reduction initiatives;
changes in the regulatory policies and other risks and factors beyond the
Company's control. In addition, the Company makes the forward-looking statements
referred to herein as of today and undertakes no obligation to update these
statements.
5
Document
2
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 under the Companies Ordinance)
(Stock
Code: 906)
Notice
of Annual General Meeting
Notice is hereby given that
the Annual General Meeting of China Netcom Group Corporation (Hong Kong) Limited
(the “Company”) will be held on 22 May 2008 at 3:00 p.m. in The Ballroom, Island
Shangri-la, Hong Kong for the following purposes:
As
Ordinary Business:
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1.
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To
receive and consider the financial statements for the year ended 31
December 2007 and the Reports of the Directors and the
Auditors.
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2.
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To
declare a final dividend for the year ended 31 December
2007.
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3.
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To
elect Directors.
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4.
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To
re-appoint Auditors and authorise the Directors to fix their
remuneration.
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And
as Special Business, to consider and, if thought fit, to pass the following as
ordinary resolutions:
ORDINARY
RESOLUTIONS
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5.
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“THAT:
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(a)
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subject
to paragraph (b) below, the exercise by the Directors during the Relevant
Period of all the powers of the Company to purchase shares of US$0.04 each
in the capital of the Company including any form of depositary receipt
representing the right to receive such shares (“Shares”) be and is hereby
generally and unconditionally
approved;
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(b)
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the
aggregate nominal amount of Shares which may be purchased on The Stock
Exchange of Hong Kong Limited or any other stock exchange on which
securities of the Company may be listed and which is recognised for this
purpose by the Securities and Futures Commission of Hong Kong and The
Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph
(a) above shall not exceed or represent more than 10 per cent. of the
aggregate nominal amount of the share capital of the Company in issue at
the date of passing this Resolution, and the said approval shall be
limited accordingly;
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(c)
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for
the purpose of this Resolution “Relevant Period” means the period from the
passing of this Resolution until whichever is the earlier
of:
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(1)
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the
conclusion of the next annual general meeting of the
Company;
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(2)
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the
expiration of the period within which the next annual general meeting of
the Company is required by law to be held;
and
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(3)
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the
revocation or variation of the authority given under this Resolution by an
ordinary resolution of the shareholders of the Company at a general
meeting.”
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1
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6.
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“THAT a general mandate
be and is hereby unconditionally given to the Directors to exercise full
powers of the Company to allot, issue and deal with additional shares in
the Company (including the making and granting of offers, agreements and
options which might require shares to be allotted, whether during the
continuance of such mandate or thereafter) provided that, otherwise than
pursuant to (i) a rights issue where shares are offered to shareholders on
a fixed record date in proportion to their then holdings of shares; (ii)
the exercise of options granted under any share option scheme adopted by
the Company; or (iii) any scrip dividend or similar arrangement providing
for the allotment of shares in lieu of the whole or part of a dividend in
accordance with the Articles of Association of the Company, the aggregate
nominal amount of the shares allotted shall not exceed the aggregate
of:
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(a)
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20
per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this Resolution,
plus
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(b)
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(if
the Directors are so authorised by a separate ordinary resolution of the
shareholders of the Company) the nominal amount of the share capital of
the Company repurchased by the Company subsequent to the passing of this
Resolution (up to a maximum equivalent to 10 per cent. of the aggregate
nominal amount of the share capital of the Company in issue at the date of
passing this Resolution).
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Such
mandate shall expire at the earlier
of:
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(1)
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the
conclusion of the next annual general meeting of the
Company;
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(2)
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the
expiration of the period within which the next annual general meeting of
the Company is required by law to be held;
and
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(3)
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the
date of any revocation or variation of the mandate given under this
Resolution by an ordinary resolution of the shareholders of the Company at
a general meeting.”
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7.
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“THAT the Directors be
and they are hereby authorised to exercise the powers of the Company
referred to in the resolution set out in item 6 in the notice of this
meeting in respect of the share capital of the Company referred to in
paragraph (b) of such resolution.”
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By
Order of the Board
China Netcom Group Corporation
(Hong Kong) Limited
Huo
Haifeng Mok Kam
Wan
Joint
Company Secretaries
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Hong
Kong, 7 April 2008
Notes:
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1.
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Any
member entitled to attend and vote at the above Meeting is entitled to
appoint one or more proxies to attend and, on a poll, vote in his stead. A
proxy need not be a member of the
Company.
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2.
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In
order to be valid, a form 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 the Company’s registered
office at Room 6701, The Center, 99 Queen’s Road Central, Hong Kong at
least 48 hours before the time for holding the above Meeting. Completion
and return of a form of proxy will not preclude a member from attending
and voting in person if he is subsequently able to be
present.
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3.
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The
Board of Directors has recommended a final dividend for the year ended 31
December 2007 of HK$0.592 per share and, if such dividend is declared by
the members passing Resolution 2, it is expected to be paid on or about 12
June 2008 to those shareholders whose names appear on the Company’s
register of members on 22 May 2008.
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4.
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The
register of members of the Company will be closed from 19 May 2008 to 22
May 2008 (both days inclusive), during which period no transfer of shares
in the Company will be effected. In order to qualify for the proposed
final dividend, all transfers, accompanied by the relevant share
certificates, must be lodged with the Company’s registrar, Computershare
Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell
Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30
p.m. on 16 May 2008.
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2
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5.
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Concerning
Resolution 5 above, the Directors wish to state that they will exercise
the powers conferred thereby to repurchase shares of the Company in
circumstances which they deem appropriate for the benefit of the
shareholders. The Explanatory Statement containing the information
necessary to enable the shareholders to make an informed decision on
whether to vote for or against the resolution to approve the repurchase by
the Company of its own shares, as required by the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited will be
set out in a separate letter from the Company to be enclosed with the 2007
Annual Report.
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As
at the date of this announcement, the board of directors of the Company
comprises Mr. Zhang Chunjiang, Mr. Zuo Xunsheng, Ms. Li Jianguo, Mr. Zhang
Xiaotie 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, Mr. Victor Cha Mou Zing, Dr. Qian Yingyi, Mr. Hou
Ziqiang and Mr. Timpson Chung Shui Ming as independent non-executive
directors.
3
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:
April 4, 2008