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))

China Unicom (Hong Kong) Limited

     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. o

 

 

CUSIP No.		16945R 10 4

CUSIP No.		16945R 10 4

CUSIP No.		16945R 10 4

CUSIP No.		16945R 10 4

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the disclosures in Item 2 (Identity and Background), Item 4 (Purpose of the Transaction) and Item 5 (Interest in Securities of the Issuer) 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. 1”) and Amendment No. 2 filed on December 24, 2008 (“Amendment No. 2”), relating to the ordinary shares of par value HK$0.10 per share (“Unicom Shares”) of China Unicom (Hong Kong) Limited (formerly known as China Unicom Limited), a corporation organized under the laws of Hong Kong (“China Unicom”). 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. 3 have the meanings given to them in the Schedule 13D, as previously amended.

Item 2.		Identity and Background.

Item 2 of the Schedule 13D, as previously amended, is hereby further amended and supplemented by adding the following:

On January 6, 2009, all the conditions under the merger agreement between China United Network Communications Group Company Limited (“Unicom Group”) (formerly known as China United Telecommunications Corporation) and Netcom Group in respect of the Proposed Parent Merger as disclosed in Amendment No. 1 were satisfied and the Proposed Parent Merger has become effective. As a result of the Proposed Parent Merger, Unicom Group has become the sole surviving entity. Accordingly, any references to the term “Companies” as used in the Schedule 13D, as amended, no longer include Netcom Group from and after January 6, 2009.

Item 4.		Purpose of the Transaction

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

On January 6, 2009, all the conditions under the merger agreement between Unicom Group and Netcom Group in respect of the Proposed Parent Merger as disclosed in Amendment No. 1 were satisfied and the Proposed Parent Merger has become effective. As a result of the Proposed Parent Merger, Unicom Group has assumed all the rights and obligations of Netcom Group, and all the assets, liabilities and business of Netcom Group have vested in Unicom Group, and, accordingly, Netcom BVI, which holds 7,008,353,115 Unicom Shares (including one Unicom Share held by CNC Cayman), has become a wholly-owned subsidiary of Unicom Group.

As previously disclosed in the Schedule 13D, by virtue of its ownership interest in Unicom BVI and as a result of the formation of a “group” between Unicom BVI and Netcom BVI due to the Concert Party Agreement, Unicom Group may have previously been deemed to have shared power to vote or to direct the power to vote and to thus have beneficial ownership of the 7,008,353,115 Unicom Shares held by Netcom BVI. As a result of the completion of the Proposed Parent Merger, Unicom Group, by virtue of its ownership interest in Netcom BVI, has become the beneficial owner of the 7,008,353,115 Unicom Shares held by Netcom BVI, with both shared power to vote or to direct the power to vote and shared power to dispose or direct the disposition of these Unicom Shares.

Except as set forth in this Amendment No. 3 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.

Item 5.		Interest in Securities of the Issuer.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D, as previously amended, are hereby further amended and restated as follows:

(a)     Unicom BVI is the registered and beneficial owner of 9,725,000,020 Unicom Shares, representing 40.9% of the total outstanding Unicom Shares. In addition, due to the Concert Party Agreement and the beneficial ownership of Unicom Shares by Netcom BVI, Unicom BVI and Netcom 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 7,008,353,115 Unicom Shares held by Netcom BVI (including the one Unicom Share held by CNC Cayman). Thus, Unicom BVI is deemed to beneficially own in the aggregate 16,733,353,135 Unicom Shares, representing 70.4% of the total outstanding Unicom Shares.

Netcom BVI and CNC Cayman are the registered and beneficial owner of 7,008,353,114 Unicom Shares and one Unicom Share, respectively, together representing 29.5% of the total outstanding Unicom Shares. In addition, due to the formation of the above described “group” with Unicom BVI, Netcom BVI is deemed to have beneficial ownership of the 9,725,000,020 Unicom Shares held by Unicom BVI. Thus, Netcom BVI is deemed to beneficially own in the aggregate 16,733,353,135 Unicom Shares, representing 70.4% of the total outstanding Unicom Shares.

Unicom Group, by virtue of its ownership interest in Unicom BVI and Netcom BVI, beneficially owns the 9,725,000,020 Unicom Shares held by Unicom BVI and the 7,008,353,115 Unicom Shares held by Netcom BVI, representing in the aggregate 70.4% of the total outstanding Unicom Shares.

Unicom A Share Company, by virtue of its ownership interest in Unicom BVI, beneficially owns the 9,725,000,020 Unicom Shares held by Unicom BVI, representing 40.9% of the total outstanding Unicom Shares, and may also be deemed to have beneficial ownership of the 7,008,353,115 Unicom Shares that are held by Netcom 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 Netcom BVI. Thus, Unicom A Share Company may be deemed to beneficially own in the aggregate 16,733,353,135 Unicom Shares, representing 70.4% of the total outstanding Unicom Shares.

Each of Unicom Group and the 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, and Unicom A Share Company disclaims beneficial ownership of the 7,008,353,115 Unicom Shares held by Netcom BVI.

The aggregate numbers and percentages of Unicom Shares beneficially owned by each of the executive officers and directors of each of the Companies are set forth in Schedule II.

(b)     Each of Unicom BVI and Netcom BVI may be deemed to have the shared power to vote or to direct the voting of the 16,733,353,135 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 9,725,000,020 Unicom Shares registered in its name. Netcom BVI, by virtue of being the registered holder of 7,008,353,114 Unicom Shares and its ownership of CNC Cayman, which is the registered holder of one Unicom Shares, may be deemed to have the shared power to direct the disposition of the 7,008,353,114 Unicom Shares registered in the name of Netcom BVI and the one Unicom Share registered in the name of CNC Cayman.

Unicom Group, by virtue of its ownership of Unicom BVI and Netcom BVI, may be deemed to have the shared power to direct the voting and disposition of the 9,725,000,020 Unicom Shares registered in the name of Unicom BVI and the 7,008,353,114 Unicom Shares registered in the name of Netcom BVI and the one Unicom Share registered in the name of CNC Cayman.

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 16,733,353,135 Unicom Shares deemed to be beneficially owned by Unicom BVI and to direct the disposition of the 9,725,000,020 Unicom Shares registered in the name of Unicom BVI.

Unless otherwise indicated, each executive officer or director of each of the Companies listed in Schedule II has the sole power to vote or dispose or to direct the vote or disposition of the Unicom Shares that he or she beneficially owns or shares such powers with his or her spouse.

Furthermore, Item 5 of the Schedule 13D, as previously amended, is hereby further amended and supplemented by (i) amending and restating Schedule I to reflect changes in the information set forth therein resulting from the completion of the Proposed Parent Merger, (ii) amending and restating Schedule II to reflect changes in the information set forth therein resulting from, among other things, the completion of the Proposed Parent Merger and certain options becoming exercisable within 60 days from January 6, 2009 in accordance with the applicable option plans and (iii) amending and restating paragraphs (c) and (d) as follows:

(c)     Except as set forth in the Schedule 13D, as previously amended, and as further amended and supplemented by this Amendment No. 3, and Schedule II, neither any of 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. 3, and Schedule II, neither any of 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.

Item 7.		Material To Be Filed As Exhibits.

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

Exhibit F:
Agreement of Merger through Absorption of China Network Communications Group Corporation by China United Network Communications Group Company Limited, dated January 6, 2009, by and between Unicom Group and Netcom Group (English translation)

Exhibit G:
Joint Filing Agreement, dated January 14, 2009, by and among Unicom Group, Unicom A Share Company, Unicom BVI and Netcom BVI

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						China United Telecommunications
Communications Group Company						Corporation Limited
Limited
By:		/s/ Chang Xiaobing				By:		/s/ Chang Xiaobing
		Name:		Chang Xiaobing				Name:		Chang Xiaobing
		Title:		Chairman				Title:		Chairman
		Date:		January 14, 2009				Date:		January 14, 2009
China Unicom (BVI) Limited						China Netcom Group Corporation
						(BVI) Limited
By:		/s/ Chang Xiaobing				By:		/s/ Zuo Xunsheng
		Name:		Chang Xiaobing				Name:		Zuo Xunsheng
		Title:		Director				Title:		Director
		Date:		January 14, 2009				Date:		January 14, 2009

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, the PRC; each of Unicom A Share Company’s executive officers or directors’ business address is 29^th Floor, Lian Tong Tower, 1033 Chang Ning Road, Shanghai 200050, 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 Netcom BVI’s executive officers or directors’ business address is 21 Financial Street, Xicheng District, Beijing, the PRC.

Executive Officers and Directors of Unicom Group

		Principal Occupation		Name and Address of
		or Employment		Corporation or Employment/
Name		at the Companies		Organization in Which Employed		Citizenship
Chang Xiaobing		Chairman				PRC
Tong Jilu		Director and Vice President				PRC
Li Gang		Director and Vice President				PRC
Zhang Junan		Director and Vice President				PRC
Jiang Peihua		Director		General Manger — China United Network Communications Group Company Limited Beijing Branch		PRC
				No. 9-1, Road Yangfangdian, Haidian District, Beijing 100036, the PRC
Dong Qunke		Director		Director — China Resources Investment & Asset Management Co., Ltd.		PRC
				44th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong
Li Xiong		Director		General Manager — CITIC Guoan Communications Company Ltd.		PRC
				4th Floor, Guoan Building, No. 1, Guandongdian North Street, Chaoyang District, Beijing 100020, the PRC
Zhang Dongchen		Director		Chairman — China Communications System Co., Ltd.		PRC
				9#Building, Area 2, No.188, Nansihuan West Rd., Fengtai Dist., Beijing 100070, the PRC

Executive Officers and Directors of Unicom A Share Company

		Principal Occupation		Name and Address of
		or Employment		Corporation or Employment/
Name		at the Companies		Organization in Which Employed		Citizenship
Chang Xiaobing		Chairman				PRC
Tong Jilu		Director				PRC
Lu Jianguo		Director				PRC
Liu Yunjie		Director				PRC
Zhang Jian		Director and Vice President				PRC
Gao Shangquan		Independent Director		President — China Society of Economic Reform		PRC
				4, Zhaojunmiao, Haidian District, Beijing 100081, the PRC
Chen Xiaoyue		Independent Director		Professor — Tsinghua University School of Economics and Management		PRC
				Tsinghua University, Haidian District, Beijing 100084, the PRC
Chen Junliang		Independent Director		Professor — Beijing University of Post and Telecommunications		PRC
				Post 206, Beijing University of Post and Telecommunications, Beijing 100088, the PRC
Wang Chenguang		Independent Director		Dean — Tsinghua University Law School		PRC
				Tsinghua University, Haidian District, Beijing 100084, the PRC
Zhao Chuanli		Supervisor				PRC
Tang Fuxin		Supervisor				PRC
Zhang Baoying		Board Secretary				PRC

Executive Officers and Directors of Unicom BVI

		Principal Occupation		Name and Address of
		or Employment		Corporation or Employment/
Name		at the Companies		Organization in Which Employed		Citizenship
Chang Xiaobing		Director				PRC
Li Qiuhong		Director				PRC

Executive Officers and Directors of Netcom BVI

		Principal Occupation		Name and Address of
		or Employment		Corporation or Employment/
Name		at the Companies		Organization in Which Employed		Citizenship
Zuo Xunsheng		Director				PRC
Li Fushen		Director				PRC

Schedule II
Beneficial Ownership of Executive Officers and Directors

The percentages of Unicom Shares outstanding provided in the tables below are based on 23,767,925,322 Unicom Shares outstanding as of January 6, 2009; provided that Unicom Shares issuable upon exercise of options that are exercisable within 60 days of January 6, 2009 are considered outstanding for the purpose of calculating the percentage of outstanding Unicom Shares held by such individual, but not for the purpose of calculating the percentage of outstanding Unicom Shares held by any other individual.

Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom Group

		Unicom Shares Beneficially Owned								Total Number of Unicom
		Aggregate								Shares Covered by
		Number of Unicom								Options in Unicom				Option Expiration				Option Exercise
Name		Shares(1)				Percentage				Shares(2),(3)				Date				Price
Chang Xiaobing			1,272,000				0.0054	%			526,000			December 20, 2010				HK$6.20
											746,000			February 14, 2012				HK$6.35
											1,272,000
Tong Jilu			916,000	(4)			0.0039	%			292,000			June 22, 2010				HK$15.42
											92,000			July 19, 2010				HK$5.92
											460,000			February 14, 2012				HK$6.35
											32,000	(5)		July 19, 2010				HK$5.92
											40,000	(5)		February 14, 2012				HK$6.35
											916,000
Li Gang			460,000				0.0019	%			460,000			February 14, 2012				HK$6.35
Zhang Junan			460,000				0.0019	%			460,000			February 14, 2012				HK$6.35
Jiang Peihua			207,600				0.0009	%			1,600			June 21, 2010				HK$15.42
											206,000			February 14, 2012				HK$6.35
											207,600
Dong Qunke			0				0				0
Li Xiong			0				0				0
Zhang Dongchen			0				0				0

Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom A Share
Company

		Unicom Shares Beneficially Owned								Total Number of Unicom
		Aggregate								Shares Covered by
		Number of Unicom								Options in Unicom				Option Expiration				Option Exercise
Name		Shares(1)				Percentage				Shares(2),(3)				Date				Price
Chang Xiaobing			1,272,000				0.0054	%			526,000			December 20, 2010				HK$6.20
											746,000			February 14, 2012				HK$6.35
											1,272,000
Tong Jilu			916,000	(4)			0.0039	%			292,000			June 22, 2010				HK$15.42
											92,000			July 19, 2010				HK$5.92
											460,000			February 14, 2012				HK$6.35
											32,000	(5)		July 19, 2010				HK$5.92
											40,000	(5)		February 14, 2012				HK$6.35
											916,000
Lu Jianguo			1,044,600				0.0044	%			292,600			June 21, 2010				HK$15.42
											292,000			July 19, 2010				HK$5.92
											460,000			February 14, 2012				HK$6.35
											1,044,600
Liu Yunjie			148,600				0.0006	%			148,600			June 21, 2010				HK$15.42
Zhang Jian			198,000				0.0008	%			198,000			February 14, 2012				HK$6.35
Gao Shangquan			0				0				0
Chen Xiaoyue			0				0				0

		Unicom Shares Beneficially Owned								Total Number of Unicom
		Aggregate								Shares Covered by
		Number of Unicom								Options in Unicom				Option Expiration				Option Exercise
Name		Shares(1)				Percentage				Shares(2),(3)				Date				Price
Chen Junliang			0				0				0
Wang Chenguang			0				0				0
Zhao Chuanli			220,400				0.0009	%			24,400			June 21, 2010				HK$15.42
											196,000			February 14, 2012				HK$6.35
											220,400
Tang Fuxin			164,000				0.0007	%			164,000			February 14, 2012				HK$6.35
Zhang Baoying			312,000	(6)			0.0013	%			16,000			May 20, 2009				HK$4.30
											90,000			June 22, 2010				HK$15.42
											50,000			July 19, 2010				HK$5.92
											150,000			February 14, 2012				HK$6.35
											306,000

Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Unicom BVI

Total Number of

Unicom Shares Beneficially Owned

Unicom Shares

Aggregate

Covered by Options

Number of Unicom

in Unicom

Name

Shares(1)

Percentage

Shares(2),(3)

Option Expiration Date

Option Exercise Price

Chang Xiaobing

1,272,000

0.0054

%

526,000

December 20, 2010

HK$6.20

746,000

February 14, 2012

HK$6.35

1,272,000

Li Qiuhong

688,400

0.0029

%

204,400

June 21, 2010

HK$15.42

204,000

July 19, 2010

HK$5.92

280,000

February 14, 2012

HK$6.35

688,400

Beneficial Ownership of Unicom Shares of Executive Officers and Directors of Netcom BVI

Total Number of

Unicom Shares Beneficially Owned

Unicom Shares

Aggregate

Covered by Options

Number of Unicom

in Unicom

Option Expiration

Option Exercise

Name

Shares(1)

Percentage

Shares(2),(3)

Date

Price

Zuo Xunsheng

0

0

686,894

November 16, 2010

HK$5.57

Li Fushen

0

0

723,840

November 16, 2010

HK$5.57