CHINA UNICOM (HONG KONG) Ltd (Form: SC 13D/A, Received: 11/28/2017 07:38:17)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

None

SHARED VOTING POWER:

24,458,173,518 ⁽²⁾

SOLE DISPOSITIVE POWER:

None

SHARED DISPOSITIVE POWER:

24,458,173,518

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101. Information to be Included in Statements Filed

Pursuant to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a))

Under the Securities Exchange Act of 1934

(Amendment No. 7)

China Unicom (Hong Kong) Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

16945R 10 4

(CUSIP Number)

Yung Shun Loy Jacky

China Unicom (Hong Kong) Limited

75 ^th Floor, The Center

99 Queen’s Road Central

Hong Kong

Telephone: (+852) 2121 3220

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐


1.		NAME OF REPORTING PERSON CHINA UNITED NETWORK COMMUNICATIONS GROUP COMPANY LIMITED ⁽¹⁾
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ☐ (B) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS: OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION: PEOPLE’S REPUBLIC OF CHINA

⁽¹⁾	Formerly known as China United Telecommunications Corporation.

⁽²⁾

Includes (i) 16,376,043,282 Unicom Shares held by China Unicom (BVI) Limited, a company incorporated in the British Virgin Islands (“ Unicom BVI ”), and (ii) 8,082,130,236 Unicom Shares held by China Unicom Group Corporation (BVI) Limited (formerly known as China Netcom Group Corporation (BVI) Limited), a company incorporated in the British Virgin Islands (“ Unicom Group BVI ”).

-1-


1.		NAME OF REPORTING PERSON CHINA UNITED NETWORK COMMUNICATIONS LIMITED ⁽¹⁾
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ☐ (B) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS: OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION: PEOPLE’S REPUBLIC OF CHINA

⁽¹⁾	Formerly known as China United Telecommunications Corporation Limited.

⁽²⁾

Includes (i) 16,376,043,282 Unicom Shares held by Unicom BVI and (ii) 8,082,130,236 Unicom Shares held by Unicom Group BVI as to which the Reporting Person may be deemed to be the beneficial owner due to its beneficial ownership interest in Unicom BVI and the formation of a group (as defined in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) between Unicom BVI and Unicom Group BVI as a result of the Concert Party Agreement as described in Items 3 and 4 of the Schedule 13D. The Reporting Person disclaims beneficial ownership of the 8,082,130,236 Unicom Shares held by Unicom Group BVI.

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1.		NAME OF REPORTING PERSON CHINA UNICOM (BVI) LIMITED
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ☒ (B) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS: AF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS

⁽¹⁾

Includes (i) 16,376,043,282 Unicom Shares held by the Reporting Person and (ii) 8,082,130,236 Unicom Shares held by Unicom Group BVI as to which the Reporting Person may be deemed to have acquired beneficial ownership due to the formation of a group (as defined in Rule 13d-5(b)(1) under the Exchange Act) between the Reporting Person and Unicom Group BVI as a result of the Concert Party Agreement as described in Items 3 and 4 of the Schedule 13D.

-3-


1.		NAME OF REPORTING PERSON CHINA UNICOM GROUP CORPORATION (BVI) LIMITED ⁽¹⁾
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ☒ (B) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS: OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION: BRITISH VIRGIN ISLANDS

⁽¹⁾	Formerly known as China Netcom Group Corporation (BVI) Limited.

⁽²⁾

Includes (i) 8,082,130,236 Unicom Shares held by the Reporting Person and (ii) 16,376,043,282 Unicom Shares held by Unicom BVI as to which the Reporting Person may be deemed to have acquired beneficial ownership due to the formation of a group (as defined in Rule 13d-5(b)(1) under the Exchange Act) between Unicom BVI and the Reporting Person as a result of the Concert Party Agreement as described in Items 3 and 4.

-4-

This Amendment No. 7 (“ Amendment No. 7 ”) amends and supplements the disclosures in Item 1 (Security and Issuer), Item 2 (Identity and Background), Item 3 (Source and Amount of Funds or Other Consideration), Item 4 (Purpose of the Transaction), Item 5 (Interest in Securities of the Issuer), Item 6 (Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer) and Item 7 (Material to be Filed as Exhibits) of the Schedule 13D (“ Schedule 13D ”) filed with the Securities and Exchange Commission on October 27, 2008, as amended by Amendment No. 1 filed on November 25, 2008, Amendment No. 2 filed on December 24, 2008, Amendment No. 3 filed on January 14, 2009, Amendment No. 4 filed on September 29, 2009, Amendment No. 5 filed on June 13, 2012 and Amendment No. 6 filed on July 30, 2012, relating to the ordinary shares of China Unicom (Hong Kong) Limited. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D, as previously amended, remain unchanged.

Capitalized terms not otherwise defined in this Amendment No. 7 have the meanings given to them in the Schedule 13D, as previously amended.

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to the ordinary shares (the “ Unicom Shares ”) of China Unicom (Hong Kong) Limited (formerly known as China Unicom Limited), a corporation incorporated under the laws of Hong Kong (“ China Unicom ”). The address of China Unicom’s principal executive office is 75th Floor, The Center, 99 Queen’s Road Central, Hong Kong, the People’s Republic of China (the “ PRC ”).

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) - (c) This statement on Schedule 13D is jointly filed by (i) China United Network Communications Group Company Limited (formerly known as China United Telecommunications Corporation), a company incorporated in the PRC (“ Unicom Group ”); (ii) China United Network Communications Limited (formerly known as China United Telecommunications Corporation Limited), a company incorporated in the PRC (“ Unicom A Share Company ”); (iii) China Unicom (BVI) Limited, a company incorporated in the British Virgin Islands (“ Unicom BVI ”); and (iv) China Unicom Group Corporation (BVI) Limited (formerly known as China Netcom Group Corporation (BVI) Limited), a company incorporated in the British Virgin Islands (“ Unicom Group BVI ” and, collectively with Unicom Group, Unicom A Share Company and Unicom BVI, the “ Companies ”).

-5-

Unicom Group is a telecommunications operator in the PRC that beneficially owns 79.9% of the total outstanding Unicom Shares upon the Completion by virtual of its ownership interest in Unicom BVI and Unicom Group BVI. Unicom Group currently holds 37.7% of the total outstanding shares in Unicom A Share Company with the remaining 62.3% of Unicom A Share Company owned by strategic investors and public shareholders. Unicom A Share Company in turn holds 82.1% of the total issued capital of Unicom BVI with the remaining 17.9% of Unicom BVI being held directly by Unicom Group. Unicom BVI currently holds 53.5% of the outstanding Unicom Shares. Unicom Group BVI currently holds 26.4% of the outstanding Unicom Shares. Unicom A Share Company, Unicom BVI and Unicom Group BVI are holding companies whose subsidiaries are telecommunications operators in the PRC. The address of both Unicom Group and Unicom A Share Company’s principal place of business is 21 Financial Street, Xicheng District, Beijing 100033, the PRC. The address of both Unicom BVI and Unicom Group BVI’s principal place of business is 75th Floor, the Center, 99 Queen’s Road Central, Hong Kong, the PRC.

The name, residence or business address, present principal occupation or employment of each of the executive officers and directors of the Companies, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth on Schedule I hereto.

(d) - (e) During the last five years, none of the Companies nor, to the best knowledge of each of the Companies, any of its respective executive officers and directors named on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each of the directors and executive officers of the Companies is set forth in Schedule I.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D, as previously amended, is hereby amended and supplemented by adding the following:

On August 22, 2017, Unicom BVI and China Unicom entered into a share subscription agreement (the “ Subscription Agreement ”), pursuant to which Unicom BVI agreed to subscribe for a maximum of 6,651,043,262 Unicom Shares (the “ Subscription Shares ”) at a price of HK$13.24 per share (the “ Proposed Subscription ”). The Subscription Shares represent approximately 21.7% of the total outstanding Unicom Shares immediately after the completion of the Proposed Subscription (the “ Completion ”), totaling HK$88,059,812,788.8 in consideration. On November 28, 2017, all of the conditions precedent to the Subscription Agreement, including those not within the control of or otherwise waivable by Unicom BVI were fulfilled. The Completion occurred on November 28, 2017. Unicom BVI funds the consideration of the Proposed Subscription by using its funds received as a result of capital contribution by its shareholders, including (i) Unicom A Share Company, mainly using the funds from its non-public share issuance to a number of strategic investors in October 2017, and (ii) Unicom Group, mainly using the funds from its disposal of 1,899,764,201 shares in Unicom A Share Company.

-6-

Item 4.

Purpose of the Transaction.

Item 4 of the Schedule 13D, as previously amended, is hereby amended and supplemented by adding the following:

On August 22, 2017, Unicom BVI and China Unicom entered into the Subscription Agreement, pursuant to which Unicom BVI agreed to subscribe for a maximum of 6,651,043,262 Unicom Shares at a price of HK$13.24 per share. The Subscription Shares represent approximately 21.7% of the total outstanding Unicom Shares immediately after the Completion. Following the Completion, China Unicom’s net assets will increase and its liabilities-to-assets ratio will decrease. Accordingly, China Unicom will be able to carry out more investment, financing and research and development activities.

The Companies may review their shareholding interests in China Unicom on a continuing basis and, subject to the Concert Party Agreement and applicable laws, reserve the right to take such actions in the future in connection with their shareholding interests in China Unicom as they deem appropriate.

Except as set forth in this Amendment No. 7 and the Schedule 13D, as previously amended, none of the Companies nor, to the best knowledge of each of the Companies, any of its respective executive officers or directors has any present plans or proposals that relate to or would result in the occurrence of any of the following events: (a) the acquisition by any person of additional securities of China Unicom, or the disposition of securities of China Unicom; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving China Unicom or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of China Unicom or any of its subsidiaries; (d) any change in the present board of directors or management of China Unicom, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of China Unicom; (f) any other material change in China Unicom’s business or corporate structure; (g) changes in China Unicom’s memorandum and articles of association or instruments corresponding thereto or other actions which may impede the acquisition of control of China Unicom by any person; (h) causing a class of securities of China Unicom to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of China Unicom becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

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Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D, as previously amended, is hereby amended and restated as follows:

(a) Unicom BVI is the beneficial owner and, immediately after the Completion, the registered owner of 16,376,043,282 Unicom Shares, representing 53.5% of the total outstanding Unicom Shares upon the Completion. In addition, due to the Concert Party Agreement and the beneficial ownership of Unicom Shares by Unicom Group BVI, Unicom BVI and Unicom Group BVI constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, and, accordingly, Unicom BVI is deemed to have beneficial ownership of the 8,082,130,236 Unicom Shares held by Unicom Group BVI. Thus, Unicom BVI is deemed to beneficially own in the aggregate 24,458,173,518 Unicom Shares, representing 79.9% of the total outstanding Unicom Shares upon the Completion.

Unicom Group BVI is the registered and beneficial owner of 8,082,130,236 Unicom Shares, representing 26.4% of the total outstanding Unicom Shares upon the Completion. In addition, due to the formation of the above described “group” with Unicom BVI, Unicom Group BVI is deemed to have beneficial ownership of the 16,376,043,282 Unicom Shares held by Unicom BVI. Thus, Unicom Group BVI is deemed to beneficially own in the aggregate 24,458,173,518 Unicom Shares, representing 79.9% of the total outstanding Unicom Shares upon the Completion.

Unicom Group, by virtue of its ownership interest in Unicom BVI and Unicom Group BVI, beneficially owns the 16,376,043,282 Unicom Shares held by Unicom BVI and the 8,082,130,236 Unicom Shares held by Unicom Group BVI, representing in the aggregate 79.9% of the total outstanding Unicom Shares upon the Completion.

Unicom A Share Company, by virtue of its ownership interest in Unicom BVI, beneficially owns the 16,376,043,282 Unicom Shares held by Unicom BVI, representing 53.5% of the total outstanding Unicom Shares upon the Completion, and may also be deemed to have beneficial ownership of the 8,082,130,236 Unicom Shares that are held by Unicom Group BVI and that are deemed to be beneficially owned by Unicom BVI as a result of the formation of the above described “group” between Unicom BVI and Unicom Group BVI. Thus, Unicom A Share Company may be deemed to beneficially own in the aggregate 24,458,173,518 Unicom Shares, representing 79.9% of the total outstanding Unicom Shares upon the Completion.

Each of Unicom Group and Unicom A Share Company disclaims that it has agreed to act together with any of the parties to the Concert Party Agreement as a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder.

None of the executive directors and officers of each of the Companies as set forth in Schedule I currently beneficially owns any Unicom Shares.

(b) Each of Unicom BVI and Unicom Group BVI may be deemed to have the shared power to vote or to direct the voting of the 24,458,173,518 Unicom Shares that are deemed to be beneficially owned by each of them and by Unicom Group and that may be deemed to be beneficially owned by the Unicom A Share Company. Unicom BVI may be deemed to have the shared power to dispose or direct the disposition of the 16,376,043,282 Unicom Shares registered in its name. Unicom Group BVI may be deemed to have the shared power to direct the disposition of the 8,082,130,236 Unicom Shares registered in its name.

-8-

Unicom Group, by virtue of its ownership interest in Unicom BVI and Unicom Group BVI, may be deemed to have the shared power to direct the voting and disposition of the 16,376,043,282 Unicom Shares registered in the name of Unicom BVI and the 8,082,130,236 Unicom Shares registered in the name of Unicom Group BVI.

Unicom A Share Company, by virtue of its ownership of Unicom BVI, may be deemed to have the shared power to direct the voting of the 24,458,173,518 Unicom Shares deemed to be beneficially owned by Unicom BVI and to direct the disposition of the 16,376,043,282 Unicom Shares registered in the name of Unicom BVI.

(c) Except as set forth in the Schedule 13D, as previously amended, and as further amended and supplemented by this Amendment No. 7, neither the Companies nor, to the best knowledge of each of the Companies, any of its respective executive officers and directors listed on Schedule I, beneficially owns or has effected any transactions in the Unicom Shares during the past 60 days.

(d) Except as set forth in the Schedule 13D, as previously amended, and as further amended and supplemented by this Amendment No. 7, neither the Companies nor, to the best knowledge of each of the Companies, any of its respective executive officers and directors listed on Schedule I, has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale, of the Unicom Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D, as previously amended, is hereby amended and supplemented by adding the following:

The information set forth in Items 3 and 4 to this Amendment No. 7 is incorporated herein by reference. A copy of the Subscription Agreement is included as Exhibit M to this Amendment No. 7 and the description of the Subscription Agreement contained herein is qualified in its entirety by reference to Exhibit M, which is incorporated herein by reference.

Item 7.

Material To Be Filed As Exhibits.

Item 7 of the Schedule 13D, as previously amended, is hereby amended and supplemented by adding the following exhibit:

Exhibit M:

The share subscription agreement, dated August 22, 2017, by and between China Unicom (Hong Kong) Limited and China Unicom (BVI) Limited.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


China United Network Communications Group Company Limited		China United Network Communications Limited

By:	/s/ Wang Xiaochu	By:	/s/ Wang Xiaochu
Name:	Wang Xiaochu	Name:	Wang Xiaochu
Title:	Chairman	Title:	Chairman
Date:	November 28, 2017	Date:	November 28, 2017

China Unicom (BVI) Limited		China Unicom Group Corporation (BVI) Limited

By:	/s/ Wang Xiaochu	By:	/s/ Li Fushen
Name:	Wang Xiaochu	Name:	Li Fushen
Title:	Director	Title:	Director
Date:	November 28, 2017	Date:	November 28, 2017

Schedule I

Executive Officers and Directors of the Companies

The following is a list of all executive officers and directors of each of the Companies and certain other information with respect to each executive officer and director. Unless otherwise indicated, each of Unicom Group’s executive officers and directors’ business address is 21 Financial Street, Xicheng District, Beijing, 100033, the PRC; each of Unicom A Share Company’s executive officers or directors’ business address is 21 Financial Street, Xicheng District, Beijing 100033, the PRC; each of Unicom BVI’s executive officers or directors’ business address is 75 ^th Floor, the Center, 99 Queen’s Road Central, Hong Kong, the PRC; and each of Unicom Group BVI’s executive officers or directors’ business address is 75 ^th Floor, the Center, 99 Queen’s Road Central, Hong Kong, the PRC.

Executive Officers and Directors of Unicom Group


Name	Principal Occupation or Employment at the Companies	Name, Principal Business and Address of Corporation or Employment/ Organization in Which Principally Employed	Citizenship
Wang Xiaochu	Chairman	Chairman & CEO - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Lu Yimin	Vice Chairman and President	Executive Director & President - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Li Fushen	Director, Vice President and Chief Accountant	Executive Director & CFO - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Jiang Zhengxin	Vice President	Senior Vice President - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Shao Guanglu	Vice President	Executive Director & Senior Vice President- China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Executive Officers and Directors of Unicom A Share Company


Name	Principal Occupation or Employment at the Companies	Name, Principal Business and Address of Corporation or Employment/ Organization in Which Principally Employed	Citizenship
Wang Xiaochu	Chairman	Chairman & CEO - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Lu Yimin	Director and President	Executive Director & President - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Li Fushen	Director	Executive Director & CFO - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Shao Guanglu	Director	Executive Director & Senior Vice President- China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Lv Tingjie	Independent Director	Professor- Beijing University of Posts and Telecommunications Education No.10 Xitucheng Road, Haidian District, Beijing 100083, the PRC Independent Director- GOHIGH Data Networks Technology Co., Ltd Technology 11/F, Yanba Building, No.40 Xueyuan Road, Haidian District, Beijing 100083, the PRC Independent Director- Shenzhen Aisidi Co., Ltd Technology 8/F, Building C, Jianxing Technology Building, 3151 Shahe West Road, Nanshan District, Shenzhen 518055, the PRC Independent Director- BOE Technology Group Co., Ltd Technology No.12 Xihuanzhong RD, BDA, Beijing 100176, the PRC	PRC

Executive Officers and Directors of Unicom BVI


Name	Principal Occupation or Employment at the Companies	Name, Principal Business and Address of Corporation or Employment/ Organization in Which Principally Employed	Citizenship
Wang Xiaochu	Director	Chairman & CEO - China Unicom (Hong Kong) Limited Telecommunications 75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC	PRC

Meng Shusen	Director	President- China Unicom Global Limited Telecommunications 28/F, Tower 1, The Gateway, 25 Canton Road, Tsim Sha Tsui, Hong Kong, the PRC	PRC

Executive Officers and Directors of Unicom Group BVI

Name

Principal Occupation
or Employment
at the Companies

Name, Principal Business and Address of

Corporation or Employment/

Organization in Which Principally Employed

Citizenship

Li Fushen

Director

Executive Director & CFO - China Unicom (Hong Kong) Limited

Telecommunications

75/F, the Center, 99 Queen’s Road Central, Hong Kong, the PRC

PRC

Exhibit M

22 August 2017

CHINA UNICOM (HONG KONG) LIMITED

AND

CHINA UNICOM (BVI) LIMITED

SUBSCRIPTION AGREEMENT

relating to the subscription of

6,651,043,262 shares in the capital of

CHINA UNICOM (HONG KONG) LIMITED

CONTENTS


Clause		Page

1.	Subscription		3

2.	Completion		4

3.	Confidentiality		5

4.	Representations and Warranties		5

5.	Costs		6

6.	Miscellaneous		6

7.	Applicable Laws and Jurisdiction		7

Page 2

THIS AGREEMENT is made on 22 August 2017

B ETWEEN :

(1)	CHINA UNICOM (HONG KONG) LIMITED , a company incorporated in Hong Kong with its registered office at 75th Floor, The Center, 99 Queen’s Road Central, Hong Kong (the *Company* ); and

(2)	CHINA UNICOM (BVI) LIMITED , a company incorporated in the British Virgin Islands with its registered office at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (the *Subscriber* ).

WHEREAS:

(A)	As at the date hereof, the Company has issued a total of 23,947,081,083 shares in the capital of Company (the *Shares* ). The Shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the *Stock Exchange* ).

(B)	As at the date hereof, the Subscriber is the beneficial owner of 9,725,000,020 Shares, representing approximately 40.61% of the issued share capital of the Company.

(C)

(China United Network Communications Limited) ( Unicom A Share Company ) proposed to conduct a non-public issuance of its shares to various investors, details of which has been announced by Unicom A Share Company on the website of Shanghai Stock Exchange on 21 August 2017 (the Unicom A Share Company Issuance ).

(D)

(China United Network Communications Group Company Limited) ( Unicom Group ) has entered into a share transfer agreement with an investor on 16 August 2017, pursuant to which, Unicom Group has agreed to transfer an aggregate of 1,899,764,201 shares in Unicom A Share Company to such investor (the Share Transfer ).

(E)	The Company has agreed to issue, and the Subscriber has agreed to subscribe for, the Subscription Shares (as defined below), on and subject to the terms and conditions set out in this Agreement (the *Subscription* ).

IT IS AGREED:

1.	S UBSCRIPTION

1.1 The Subscriber shall subscribe for, and the Company shall issue, a maximum of 6,651,043,262 Shares in the capital of the Company (the Subscription Shares ), fully paid and free from all liens, charges, security interests, encumbrances and adverse claims ( Encumbrances ), on and subject to the terms and conditions of this Agreement.

1.2 The Subscriber and the Company agree that the exact number of Subscription Shares to be subscribed by the Subscriber will be determined upon completion of the Unicom A Share Company Issuance, by reference to the gross subscription price received by Unicom A Share Company from the Unicom A Share Company Issuance.

1.3 The Subscription Shares, when allotted and issued pursuant to this Agreement, will rank pari passu in all respects with the then existing Shares.

1.4 The subscription price for each Subscription Share shall be HK$13.24 (the Subscription Price ) (equivalent to RMB11.27) and the Subscriber shall pay to the Company the aggregate Subscription Price determined by multiplying the number of Subscription Shares by the Subscription Price (the Aggregate Subscription Price ) . .

Page 3

1.5 The Subscriber and the Company agree that the Aggregate Subscription Price will be paid to the Company in RMB at the exchange rate of HK$1.00:RMB0.85117.

2.	C OMPLETION

2.1 Completion of this Agreement is conditional upon the fulfilment of the following conditions (the Conditions ):

(a)	the approval of this Agreement and the transactions contemplated hereunder, including the allotment and issue of the Subscription Shares, by the independent shareholders of the Company at the extraordinary general meeting of the Company to be convened;

(b)	the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, all the Subscription Shares and such approval not having been withdrawn;

(c)	the approval of the Unicom A Share Company Issuance by the shareholders of Unicom A Share Company;

(d)	the approval of the Unicom A Share Company Issuance by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC and the China Securities Regulatory Commission;

(e)	the approval of the Share Transfer by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC ;

(f)	the completion of the Unicom A Share Company Issuance and the Share Transfer; and

(g)	the completion of the capital increase in Unicom BVI by Unicom A Share Company and Unicom Group for purpose of the Subscription.

2.2 None of the Conditions may be waived by either party.

2.3 If the Conditions are not fulfilled by 30 June 2018 (or such other date as the parties may agree in writing), this Agreement shall terminate and each party shall cease to have any rights or obligations under this Agreement, save in respect of the provisions of Clauses 3 , 5 , 6.11 and 7 and any rights or obligations which may have accrued under this Agreement prior to its termination.

2.4 Completion of the Subscription ( Completion ) shall take place at the office of the Company on the date the parties shall agree in writing, which shall be within 30 days after the fulfilment of the Conditions (or such other date as the parties may agree).

2.5 Subject to the foregoing provisions, at Completion:

(a)

the Subscriber shall make payment (for value on the date of Completion) to the Company (or as it may direct) of the Aggregate Subscription Price to such bank account as may be notified by the Company to the Subscriber at least one business day prior to the date of Completion, which shall constitute a complete discharge of the Subscriber’s obligations in respect thereof. For the purpose of this Agreement, business day means any day (other than a Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for normal banking business and on which the Stock Exchange is open for business of dealing in securities.; and

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(b)	the Company shall allot and issue the Subscription Shares to the Subscriber and shall promptly thereafter register the Subscriber as a member of the Company and shall cause to be delivered to the Subscriber definitive share certificate(s) in respect thereof as the Subscriber may direct.

3.	C ONFIDENTIALITY

3.1 Subject to Clause 3.2, each party shall, and shall procure that their respective directors, officers and agents will, treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:

(a)	the provisions of this Agreement;

(b)	the negotiations relating to this Agreement;

(c)	the subject matter of this Agreement; or

(d)	the other party.

3.2 Either party may disclose, or permit its directors, officers and agents to disclose, information which would otherwise be confidential, if and to the extent:

(a)	required by applicable laws or regulations, including the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the *Listing Rules* );

(b)	required by any governmental or regulatory authority, including, without limitation, the Stock Exchange and the Hong Kong Securities and Futures Commission, and whether or not the requirement for information has the force of law;

(c)	disclosed to the professional advisers and auditors of such party;

(d)	the information has come into the public domain through no fault of such party; or

(e)	the other party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed.

3.3 The parties authorise the release for publication of an announcement in respect of the Subscription pursuant to this Agreement in the agreed form as soon as reasonably practicable following the execution of this Agreement.

4.	R EPRESENTATIONS AND W ARRANTIES

4.1 The Company represents and warrants to the Subscriber as at the date of this Agreement and as at the date of the Completion that:

(a)	it is validly incorporated, in existence and duly registered under the laws of Hong Kong;

(b)	this Agreement when executed will constitute a valid and legally binding agreement of the Company, enforceable in accordance with its terms;

(c)	subject to the satisfaction of the Condition set out in Clause 2.1(a) , it has full power, authority and capacity to allot and issue the Subscription Shares pursuant to this Agreement and under the articles of association of the Company (the *Articles of Association* );

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(d)	the allotment and issue of the Subscription Shares pursuant to this Agreement will not result in any breach of and will comply with the relevant provisions of the Listing Rules and other applicable laws and regulations of Hong Kong; and

(e)	subject to payment, the Subscription Shares, when allotted and issued pursuant to this Agreement, will be fully paid and free from all Encumbrances and will rank pari passu in all respects with the then existing Shares.

4.2 The Subscriber hereby represents and warrants to the Company as at the date of this Agreement and as at the date of the Completion that:

(a)	it is validly incorporated, in existence and duly registered under the laws of British Virgin Islands;

(b)	this Agreement when executed will constitute a valid and legally binding agreement of the Subscriber, enforceable in accordance with its terms; and

(c)	subject to the satisfaction of the Condition set out in Clause 2.1(c) , it has obtained all corporate and other authorisations required to enter into and perform its obligations under this Agreement.

5.	C OSTS

Each party shall be responsible for its own costs and expenses incurred in relation to the preparation and negotiation of this Agreement and the subscription of the Subscription Shares.

6.	M ISCELLANEOUS

6.1 Time will be of the essence of this Agreement.

6.2 This Agreement sets out the whole agreement between the parties in respect of the Subscription and supersede any prior agreement (whether oral or written) relating to the Subscription.

6.3 Unless the parties otherwise agree, neither party shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

6.4 No failure or delay by any party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude it or its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

6.5 Each party shall perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably required by either party to implement and give effect to this Agreement.

6.6 All amounts payable to the Company under the terms of this Agreement shall be made in full, without any set-off, deduction or withholding whatsoever, and are exclusive of any tax.

6.7 This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

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6.8 No amendment of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of all of the parties to it.

6.9 Each of the provisions of this Agreement is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction it shall have no effect in that respect and the parties shall use all reasonable efforts to replace it by a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

6.10 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any term of, or enjoy any benefit under, this Agreement.

6.11 Any notice in connection with this Agreement shall be in writing (in English or Chinese) and delivered by hand, fax or registered post. A notice shall be effective upon receipt and shall be deemed to have been received (a) at the time of delivery, if delivered by hand or registered post or (b) at the time of transmission if delivered by fax. The addresses and fax numbers of the parties for the purpose of this Clause 6.11 are as follows:


Company	Address:	Fax:

For the attention of: Yung Shun Loy Jacky	75th Floor, The Center 99 Queen’s Road Central Hong Kong	+852 2121 3241

Subscriber	Address:	Fax:

For the attention of: Yung Shun Loy Jacky	75th Floor, The Center 99 Queen’s Road Central Hong Kong	+852 2121 3241

7.	A PPLICABLE L AWS AND J URISDICTION

7.1 This Agreement, including this dispute resolution clause, shall be governed by and construed in accordance with the laws of Hong Kong.

7.2 The parties unconditionally and irrevocably agree that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute, controversy, difference, claim or counterclaim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination or any dispute regarding non-contractual obligations arising out of or relating to it.

7.3 To the extent that the Subscriber may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Subscriber irrevocably agrees not to claim and irrevocably waives such immunity to the full extent permitted by applicable laws.

7.4 The Subscriber irrevocably appoints The Law Debenture Corporate (H.K.) Limited at Suite 413, Hutchison House, 10 Harcourt Road, Central, Hong Kong to receive, for it and on its behalf, service of process in the proceedings in Hong Kong. Such service shall be deemed completed on delivery to the process agent (whether or not it is forwarded to and received by the Subscriber). If for any reason the process agent ceases to be able to act as such or no longer has an address in Hong Kong, the Subscriber irrevocably agrees to appoint a substitute process agent acceptable to the Company, and to deliver to the Company a copy of the new process agent’s acceptance of that appointment, within five business days thereof.

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I N W ITNESS whereof this Agreement has been entered into the day and year first above written.


SIGNED by /s/ Wang Xiaochu		)
for and on behalf of		)
CHINA UNICOM (HONG KONG)		)
LIMITED		)

SIGNED by /s/ Wang Xiaochu		)
for and on behalf of		)
CHINA UNICOM (BVI) LIMITED		)