Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of November 2017

Commission File Number 1-15028

 

 

China Unicom (Hong Kong) Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

75/F, The Center,

99 Queen’s Road Central, Hong Kong

(Address of principal executive offices)

 

 

(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  ☒             Form 40-F  ☐

(Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1):  ☐.)

(Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7):  ☐.)

(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  ☒

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-            .)

 

 

 

EXHIBITS

 

Exhibit
Number

         
1    Announcement dated November 28, 2017 in respect of Completion of the Proposed Subscription.  

FORWARD-LOOKING STATEMENTS

This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include, without limitation, statements relating to (i) the Company’s plans and strategies and the ability to successfully execute these plans and strategies, including those in connection with mergers and acquisitions and capital expenditures; (ii) the Company’s plans for network expansion, including those in connection with the build-out of mobile services and network infrastructure; (iii) the Company’s competitive position, including the ability to upgrade and expand existing networks and increase network efficiency, to improve existing services and offer new services, to develop new technological applications and to leverage the Company’s position as an integrated telecommunications operator and expand into new services and markets; (iv) the Company’s future business condition, including future financial results, cash flows, financing plans and dividends; (v) the future growth of market demand of, and opportunities for, the Company’s new and existing products and services; and (vi) future regulatory and other developments in the PRC telecommunications industry.

The words “anticipate”, “believe”, “could”, “estimate”, “intend”, “may”, “seek”, “will” and similar expressions, as they relate to the Company, are intended to identify certain of these forward-looking statements. The Company does not intend to update any of these forward-looking statements and are under no obligation to do so.

The forward-looking statements contained in this announcement are, by their nature, subject to significant risks and uncertainties. In addition, these forward-looking statements reflect the Company’s current views with respect to future events and are not a guarantee of the Company’s future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including, without limitation:

 

•   the Company’s ability to effectively sustain its growth and to achieve or enhance profitability;

 

•   changes in the regulatory regime and policies for the PRC telecommunications industry, including without limitation, changes in the regulatory policies of the Ministry of Industry and Information Technology, the State-owned Assets Supervision and Administration Commission, and other relevant government authorities of the PRC;

•   changes in the PRC telecommunications industry resulting from the issuance of licenses for telecommunications services by the central government of the PRC;

 

•   changes in telecommunications and related technologies and applications based on such technologies;

 

•   the level of demand for telecommunications services, in particular, the fourth generation mobile telecommunications services;

 

•   competitive forces from more liberalized markets and the Company’s ability to retain market share in the face of competition from existing telecommunications companies and potential new market entrants;

 

•   effects of restructuring and integration (if any) in the PRC telecommunications industry and any cooperation among the PRC telecommunications operators;

 

•   the availability, terms and deployment of capital and the impact of regulatory and competitive developments on capital outlays;

 

•   changes in the assumptions upon which the Company has prepared its projected financial information and capital expenditure plans;

 

•   costs and benefits from the Company’s investment in and arrangements with China Tower Corporation Limited;

 

•   results and effects of any investigation by the relevant PRC regulatory authorities overseeing State-owned enterprises and their directors, officers and employees; and

 

•   changes in the political, economic, legal, tax and social conditions in China, including the PRC Government’s policies and initiatives with respect to foreign exchange policies, foreign investment activities and policies, entry by foreign companies into the Chinese telecommunications market and structural changes in the PRC telecommunications industry.

Please also see the “Risk Factors” section of the Company’s latest Annual Report on Form 20-F, as filed with the U.S. Securities and Exchange Commission.

SIGNATURES

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 undersigned, thereunto duly authorized.

 

  CHINA UNICOM (HONG KONG) LIMITED
      (Registrant)
Date: November 29, 2017      
    By:  

/s/ Yung Shun Loy Jacky

    Name:   Yung Shun Loy Jacky
    Title:   Company Secretary

Exhibit 1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

LOGO

CHINA UNICOM (HONG KONG) LIMITED

 

 

LOGO

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0762)

Completion of the Proposed Subscription

Reference is made to (i) the circular of China Unicom (Hong Kong) Limited (the “Company”) dated 28 August 2017 in relation to the proposed subscription of new Shares by China Unicom (BVI) Limited (the “Circular”), (ii) the announcement of the Company dated 15 September 2017 in relation to, among others, the poll results of the EGM, and (iii) the announcements of the Company dated 16, 20 and 22 August 2017, 15, 20 and 28 September 2017, 11 and 13 October 2017 and 1 November 2017 in relation to the mixed ownership reform plan. Terms used herein shall have the same meanings as those set out in the Circular.

The Company is pleased to announce that all conditions precedent to the completion of the Proposed Subscription have been satisfied and the completion of allotment and issuance of the Subscription Shares took place on 28 November 2017. 6,651,043,262 new Shares have been issued for cash consideration of HK$13.24 per Share to China Unicom (BVI) Limited pursuant to the Share Subscription Agreement and the gross proceeds of the Proposed Subscription amounted to HK$88,059.81 million.

 

1

Details of the shareholding structure of the Company immediately before and after the completion of issuance of the Subscription Shares are set out below.

 

     Immediately before
completion of issuance of
the Subscription Shares		     Immediately after
completion of issuance of
the Subscription Shares		  
    

Number of

Shares held

     

Percentage

of total

issued

Shares

    

Number of

Shares held

     

Percentage

of total

issued

Shares

  

China Unicom Group Corporation (BVI) Limited1

      8,082,130,236        33.75 %      8,082,130,236        26.41 % 

China Unicom (BVI) Limited

      9,725,000,020        40.61 %      16,376,043,282        53.52 % 

Public Shareholders

      6,139,950,827        25.64 %      6,139,950,827        20.07 % 
  

 

 

     

 

 

    

 

 

     

 

 

  

Total issued Shares

      23,947,081,083        100.00 %      30,598,124,345        100.00 % 
  

 

 

     

 

 

    

 

 

     

 

 

  

Note:

 

(1) The number of Shares held by China Unicom Group Corporation (BVI) Limited excludes the 225,722,791 Shares held as trustee on behalf of a PRC Shareholder.

 

By Order of the Board of

China Unicom (Hong Kong) Limited

Yung Shun Loy Jacky

Company Secretary

Hong Kong, 28 November 2017

As at the date of this announcement, the Board of Directors of the Company comprises:

 

Executive Directors:   

Wang Xiaochu, Lu Yimin, Li Fushen and Shao Guanglu

Non-executive Director:   

Cesareo Alierta Izuel

Independent Non-executive Directors:   

Cheung Wing Lam Linus, Wong Wai Ming, Chung Shui Ming Timpson and Law Fan Chiu Fun Fanny

 

2