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
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 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：
A
joint announcement on the sanction of the scheme by the high court in connection
with the proposed merger of China Unicom Limited (“China Unicom”) and China Netcom Group
Corporation (Hong Kong) Limited (the“Registrant”), made by China Unicom
and the Registrant on October 14, 2008.
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
SANCTION
OF THE SCHEME BY THE HIGH COURT
| The
Scheme was sanctioned and the reduction of the share capital of Netcom
involved in the Scheme was confirmed by the High Court on Tuesday, 14
October 2008.
A
copy of the order of the High Court made on 14 October 2008 together with
a minute approved by the High Court containing the particulars required by
Section 61 of the Hong Kong Companies Ordinance were delivered to the
Registrar of Companies in Hong Kong on Tuesday, 14 October 2008 and their
registration is pending.
Subject
to the registration by the Registrar of Companies in Hong Kong of the copy
of the order of the High Court and the minute as mentioned above, all the
conditions of the Scheme as set out in the Scheme Document have been
satisfied or waived, as applicable, and the Scheme is expected to become
effective on Wednesday, 15 October
2008.
|
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”) and the joint
announcements of Netcom and Unicom dated 17 September 2008 and 2 October 2008.
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. SANCTION
OF THE SCHEME BY THE HIGH COURT
The
Scheme was sanctioned and the reduction of the share capital of Netcom involved
in the Scheme was confirmed by the High Court on Tuesday, 14 October
2008.
A
copy of the order of the High Court dated 14 October 2008 together with a minute
approved by the High Court containing the particulars required by Section 61 of
the Hong Kong Companies Ordinance were delivered to the Registrar of Companies
in Hong Kong on Tuesday, 14 October 2008 and their registration is
pending.
Subject
to the registration by the Registrar of Companies in Hong Kong of the copy of
the order of the High Court and the minute as mentioned above, all the
conditions of the Scheme as set out in the Scheme Document have been satisfied
or waived, as applicable, and the Scheme is expected to become effective on
Wednesday, 15 October 2008.
3. WITHDRAWAL
OF LISTING
The
Hong Kong Stock Exchange has approved the withdrawal of the listing of the
Netcom Shares on the Hong Kong Stock Exchange with effect from 9:30 a.m. on
Wednesday, 15 October 2008 (Hong Kong time). The withdrawal of the listing of
the Netcom ADSs on the New York Stock Exchange is expected to take effect from
9:30 a.m. on Wednesday, 15 October 2008 (New York time), subject to the Scheme
becoming effective and the procedural requirements having been complied with by
Netcom. A joint announcement will be made by Netcom and Unicom when the Scheme
becomes effective.
|
By
order of the board of
China Unicom
Limited
Mr.
Chang Xiaobing
Chairman and Chief Executive
Officer
|
By
order of the board of
China Netcom Group
Corporation
(Hong Kong)
Limited
Mr.
Zuo Xunsheng
Chairman and Chief Executive
Officer
|
Hong
Kong, 14 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.
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 14, 2008