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 May, 2008
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
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Form
20-F
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Ö
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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
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No
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Ö
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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
This
Form 6-K consists of：
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1.
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an
announcement on further suspension of trading of the shares of China
Netcom Group Corporation (Hong Kong) Limited, made by the Registrant in
English on May 25, 2008;
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2.
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an
announcement on the resignation of directors, made by the Registrant in
English on May 25, 2008; and
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3.
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an
announcement on the re-designation of director, made by the Registrant in
English on May 26, 2008.
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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
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By:
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/s/
Huo Haifeng
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By:
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s/
Mok Kam Wan
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Name:
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Huo
Haifeng and Mok Kam Wan
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Title:
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Joint
Company
Secretaries
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Date:
May 26, 2008
3
CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 906)
ANNOUNCEMENT
FURTHER
SUSPENSION
The
Board of Directors (the “Board”) of China Netcom Group
Corporation (Hong Kong) Limited (the “Company”) refers to the
Announcement on Deepening the Reform of the Structure of the Telecommunications
Sector dated 24 May 2008 (the “Announcement”) jointly issued
by the Ministry of Industry and Information, the National Development and Reform
Commission and the Ministry of Finance of the People’s Republic of China (the
“PRC”). The
Announcement states that the PRC government will deepen the reform of the
structure of the telecommunications sector, encourage the formation of three
market competitors where each has nationwide network resources, relatively
comparable strength and scale as well as comprehensive business operation
capabilities, and the allocation of telecommunications resources will be further
optimised and the competition structure will be improved. In order to
achieve the goals of the reform stated above, the acquisition of the CDMA
network (including assets and subscribers) of China Unicom by China Telecom and
the merger between China Unicom and China Netcom (the “Telecom Reform and
Restructuring”) are encouraged. If the Telecom Reform and
Restructuring involves issues such as corporate restructuring, transfer of
network assets, merger of listed companies, its implementation shall follow
international practice and comply with the rules of practice in the domestic and
overseas capital markets. The Telecom Reform and Restructuring will be
associated with the grant of 3G licences and three 3G licences will be granted
once the restructuring is completed.
In
response to the Announcement, the Company is currently in discussions on a
merger with China Unicom Limited (the “Material
Transaction”). The carrying out of such transaction will
depend upon whether the parties can reach agreement on the terms. There is no
assurance that such transaction will materialise or eventually be
consummated. Shareholders and potential investors
are therefore reminded to exercise caution when dealing in the shares of the
Company.
The
Company has not authorised, and the Company is not aware of anyone having
authorised, any person to release any information concerning this announcement.
The Company will not comment on, and it has also not authorised any person to
comment on, any market speculation relating to the Company, the information
contained in this announcement or the Material Transaction.
Shareholders
and potential investors are strongly cautioned not to place any reliance on any
information contained in press articles or other media regarding the Company or
the Material Transaction and should only rely on the formal announcements made
by the Company.
1
The
Company has requested that trading in the shares of the Company on The Stock
Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) be
continued to be suspended, pending the Company’s further announcement relating
to the Material Transactions. The Company will also request the trading of the
American Depositary Shares, representing shares of the Company, on the New York
Stock Exchange, Inc. be continued to be suspended, pending (1) the Company’s
further announcement relating to the Material Transaction and (2) the resumption
of trading in the shares of the Company on the Hong Kong Stock
Exchange.
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By
Order of the Board
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China
Netcom Group Corporation (Hong Kong) Limited
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Huo
Haifeng
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Mok
Kam Wan
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Joint
Company Secretaries
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Hong
Kong, 25 May 2008
As
at the date of this announcement, the board of directors of the Company
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.
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CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 906)
ANNOUNCEMENT
RESIGNATION
OF DIRECTORS
The
Board of Directors (the “Board”) of China Netcom Group
Corporation (Hong Kong) Limited (the "Company") announces that Mr.
Zhang Chunjiang has resigned from his positions as Chairman and Executive
Director of the Company, the Chairman of the Strategy Committee and a member of
the Nominating and Corporate Governance Committee of the Board with effect from
23 May 2008. In addition, Mr. Zhang Xiaotie has also resigned from his positions
as Executive Director and Senior Vice President of the Company, a member of the
Compensation Committee and the Supervision Committee of the Board with effect
from 23 May 2008. The resignations of Mr. Zhang Chunjiang and Mr. Zhang Xjaotie
are due to reassignment of work. Mr. Zhang Chunjiang and Mr. Zhang Xiaotie will
take up senior management position with China Mobile Communications Corporation.
Mr. Zhang Chunjiang and Mr. Zhang Xiaotie have both confirmed that there is no
disagreement with the Board and that there is no matter relating to their
resignations that needs to be brought to the attention of the shareholders of
the Company. The Board takes this opportunity to acknowledge the contributions
of Mr. Zhang Chunjiang and Mr. Zhang Xiaotie to the Company with the highest
regard and deepest gratitude.
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By
Order of the Board
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China
Netcom Group Corporation (Hong Kong) Limited
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Huo
Haifeng
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Mok
Kam Wan
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Joint
Company Secretaries
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Hong
Kong, 25 May 2008
As
at the date of this announcement, the board of directors of the Company
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.
CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 906)
ANNOUNCEMENT
RE-DESIGNATION
OF DIRECTOR
The
Board of Directors (the “Board”) of China Netcom Group
Corporation (Hong Kong) Limited (the "Company") announces that Mr.
Zuo Xunsheng has been re-designated as the Chairman of the Company with effect
from 25 May 2008. Mr. Zuo Xunsheng is currently an Executive Director and Chief
Executive Officer of the Company and he will continue to hold such positions
after the re-designation.
Mr.
Zuo Xunsheng, 57, has been serving as Executive Director and Chief Executive
Officer of the Company since May 2006. Before that, Mr. Zuo Xunsheng has served
as Chief Operating Officer of the Company from December 2005 to May 2006. Mr.
Zuo has served as Senior Vice President since July 2004. He has served as Vice
President of China Network Communications Group Corporation since April 2002.
Mr. Zuo has also served as Non-Executive Director and Deputy Chairman of PCCW
Limited (listed on The Stock Exchange of Hong Kong Limited with its American
Depositary Receipt trading on the Pink Sheets’ OTC Markets in the United States)
since July 2007. Before joining China Network Communications Group Corporation,
Mr. Zuo was President of the former Shandong Telecommunications Company from May
2000 to April 2002. From October 1997 to May 2000, Mr. Zuo has served as
Director of the former Posts and Telecommunications Bureau of Shandong Province.
From July 1993 to October 1997, Mr. Zuo has served as Director of the former
Bureau of Telecommunications of Jinan City. Mr. Zuo graduated from Guanghua
School of Management of Peking University with an EMBA degree in
2004.
The
service contract of Mr. Zuo Xunsheng does not provide for a specified length of
services and he will be subject to retirement by rotation and re-election at the
annual general meetings of the Company at least every three years. Mr. Zuo
Xunsheng is not entitled to any director’s fee. Mr. Zuo Xunsheng is entitled to
an annual base salary of RMB 300,000 plus a discretionary bonus as may be
determined by the Board. As at the date hereof, Mr. Zuo Xunsheng currently holds
455,500 share options in the Company. Save
for such share options, Mr. Zuo Xunsheng does not have any interest in the
Company’s shares within the meaning of Part XV of the Securities and Futures
Ordinance.
1
Except
as noted above, Mr. Zuo Xunsheng is not connected with any directors, senior
management or substantial or controlling shareholders of the Company and has not
held any other directorships in any listed public companies in the last three
years. Save as disclosed above, there is no other information
required to be disclosed in relation to the appointment of Mr. Zuo Xunsheng
pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited and there are no other matters relating
to the appointment of Mr. Zuo Xunsheng that need to be brought to the attention
of the shareholders of the Company.
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By
Order of the Board
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China
Netcom Group Corporation (Hong Kong) Limited
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Huo
Haifeng
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Mok
Kam Wan
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Joint
Company Secretaries
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Hong
Kong, 26 May 2008
As
at the date of this announcement, the board of directors of the Company
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.
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2
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