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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
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of April 2010
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)
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 þ Form 40-F o
(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 o No þ
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
82- .)
82- .)
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EXHIBITS
| Exhibit Number | ||
1
|
Announcement dated April 12, 2010 in respect of the Notice of Annual General Meeting | |
2
|
Circular for Explanatory Statement on Repurchase Mandate dated April 12, 2010 |
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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: April 13, 2010 | By: | /s/ Chang Xiaobing | ||
| Name: | Chang Xiaobing | |||
| Title: | Chairman and Chief Executive Officer | |||
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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.
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (the “Meeting”) of China Unicom (Hong Kong)
Limited (the “Company”) will be held on 12 May 2010 at 3:00p.m. at Ballroom C, Level 5, Island
Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong for the following purposes:
As Ordinary Business:
| 1. | To receive and consider the financial statements and the Reports of the Directors and of the
Independent Auditor for the year ended 31 December 2009. |
|
| 2. | To declare a final dividend for the year ended 31 December 2009. |
|
| 3. | To re-elect Directors and to authorise the Board of Directors to fix the remuneration of the
Directors for the year ending 31 December 2010. |
|
| 4. | To re-appoint Auditors, and to authorise the Board of Directors to fix their remuneration for
the year ending 31 December 2010. |
And as Special Business, to consider and, if thought fit, to pass the following resolutions as
ordinary resolutions:
ORDINARY RESOLUTIONS
5. “THAT:
| (a) | subject to paragraphs (b) and (c) below, the exercise by the Directors during the
Relevant Period (as hereinafter defined) of all the powers of the Company to purchase
shares of HKD0.10 each in the capital of the Company including any form of depositary
receipts representing the right to receive such shares (“Shares”) on The Stock Exchange of
Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this
purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in
accordance with all applicable laws including the Code on Share Repurchases and the Rules
Governing the Listing of Securities on the Stock Exchange as amended from time to time be
and is hereby generally and unconditionally approved; |
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| (b) | the aggregate nominal amount of Shares which may be purchased or agreed conditionally
or unconditionally to be purchased by the Directors pursuant to the approval in paragraph
(a) above shall not exceed 10 per cent of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing this Resolution, and the said
approval shall be limited accordingly; |
||
| (c) | for the purpose of this Resolution: |
“Relevant Period” means the period from the passing of this Resolution until the earlier
of:
| (i) | the conclusion of the next annual general meeting of the Company; |
||
| (ii) | the expiry of the period within which the next annual general meeting of
the Company is required by the Company’s articles of association (the “Articles of
Association”) or the Companies Ordinance to be held; and |
||
| (iii) | the revocation or variation of the authority given to the Directors under
this Resolution by ordinary resolution of the Company’s shareholders in general
meeting.” |
6. “THAT:
| (a) | subject to paragraph (c) below, the exercise by the Directors during the Relevant
Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal
with additional Shares and to make or grant offers, agreements and options which might
require the exercise of such powers be and are hereby generally and unconditionally
approved; |
||
| (b) | the approval in paragraph (a) shall authorise the Directors during the Relevant
Period to make or grant offers, agreements and options which might require the exercise of
such powers after the end of the Relevant Period; |
||
| (c) | the aggregate nominal amount of share capital allotted, issued and dealt with or
agreed conditionally or unconditionally to be allotted, issued and dealt with (whether
pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph
(a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the
exercise of options granted under any share option scheme adopted by the Company or (iii)
any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of
the whole or part of a dividend on Shares in accordance with the Articles of Association,
shall not exceed the aggregate of (aa) 20 per cent of the aggregate nominal amount of the
share capital of the Company in issue at the date of passing this Resolution, plus (bb)
(if the Directors are so authorized by a separate ordinary resolution of the shareholders
of the Company) the aggregate nominal amount of share capital of the Company repurchased
by the Company subsequent to the passing of this Resolution (up to a maximum amount
equivalent to 10 per cent of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this Resolution), and the said approval shall be
limited accordingly; and |
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| (d) | for the purpose of this Resolution: |
“Relevant Period” means the period from the passing of this Resolution until the earlier
of:
| (i) | the conclusion of the next annual general meeting of the Company; |
||
| (ii) | the expiry of the period within which the next annual general meeting of
the Company is required by the Articles of Association or the Companies Ordinance to
be held; and |
||
| (iii) | the revocation or variation of the authority given to the Directors under
this Resolution by ordinary resolution of the Company’s shareholders in general
meeting; and |
“Rights Issue” means an offer of shares open for a period fixed by the Directors to
holders of Shares on the register of members on a fixed record date in proportion to their
then holdings of such Shares on such record date (subject to such exclusion or other
arrangements as the Directors may deem necessary or expedient in relation to fractional
entitlements or having regard to any legal or practical restrictions or obligations under
the laws of, or the requirements of, any recognised regulatory body or any stock exchange
in any territory applicable to the Company) and an offer, allotment or issue of shares by
way of rights shall be construed accordingly.”
| 7. | “THAT the Directors be and are hereby authorized to exercise the powers of the Company
referred to in paragraph (a) of Resolution 6 in respect of the share capital of the Company
referred to in sub-paragraph (bb) of paragraph (c) of such resolution.” |
| By Order of the Board of | ||
| China Unicom (Hong Kong) Limited | ||
| Chu Ka Yee | ||
| Company Secretary |
Hong Kong, 12 April 2010
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Notes:
| 1. | Any member entitled to attend and vote at the Meeting is entitled to appoint one or not
exceeding two proxies to attend and, on a poll, vote in his stead. A proxy need not be a
member of the Company. |
|
| 2. | In order to be valid, a form of proxy together with the power of attorney or other authority
(if any) under which it is signed, or a notarially certified copy thereof, must be deposited
at the Company’s registered office at 75th Floor, The Center, 99 Queen’s Road Central, Hong
Kong at least 48 hours before the time for holding the Meeting. Completion and return of a
form of proxy will not preclude a member from attending and voting in person if he is
subsequently able to be present. |
|
| 3. | The Directors have recommended a final dividend for the year ended 31 December 2009 of
RMB0.16 per share and subject to the passing of the Resolution 2 above, the dividend is
expected to be paid in Hong Kong dollars on or about 11 June 2010 to those shareholders whose
names appear on the Company’s register of shareholders on 12 May 2010. |
|
| 4. | The Register of the shareholders will be closed from 10 May 2010 to 12 May 2010 (both days
inclusive), during which dates no transfer of shares of the Company will be effected. In order
to qualify for (i) attendance and voting at the Meeting (or any adjournment thereof) and (ii)
the proposed final dividend, all transfers, accompanied by the relevant certificates must be
lodged with the Company’s Share Registrar, Hong Kong Registrars Limited at Shops 1712-1716,
17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 7 May
2010. |
|
| 5. | In relation to the Ordinary Resolution set out in item 5 of the Notice, the Directors wish to
state that they will exercise the powers conferred thereby to repurchase Shares in
circumstances which they deem appropriate or for the benefit of the shareholders. The
Explanatory Statement containing the information necessary to enable the shareholders to make
an informed decision on whether to vote for or against the resolution to approve the
repurchase by the Company of its own Shares, as required by the Listing Rules, will be set out
in a separate circular from the Company to be enclosed with the 2009 annual report. |
|
| 6. | The votes to be taken at the Meeting will be taken by poll, the results of which will be
announced after the Meeting. |
As at the date of this announcement, the Board of Directors of the Company comprises:
Executive directors
|
: | Chang Xiaobing, Lu Yimin, Zuo Xunsheng and Tong Jilu | ||
Non-executive director
|
: | Cesareo Alierta Izuel | ||
Independent non-executive directors
|
: | Wu Jinglian, Cheung Wing Lam Linus, Wong Wai Ming, John Lawson Thornton and Timpson Chung Shui Ming |
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Exhibit 2
IMPORTANT
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this document, 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 document.
If you are in any doubt as to any aspect of this document, you should consult your stockbroker or
other registered dealer in securities, bank manager, solicitor, professional accountant or other
professional adviser.
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
Executive Directors:
|
Registered Office: | |
Chang Xiaobing (Chairman)
|
75th Floor, The Center | |
Lu Yimin
|
99 Queen’s Road Central | |
Zuo Xunsheng
|
Hong Kong | |
Tong Jilu |
||
Non-Executive Director: |
||
Cesareo Alierta Izuel |
||
Independent Non-Executive Directors: |
||
Wu Jinglian |
||
Cheung Wing Lam Linus |
||
Wong Wai Ming |
||
John Lawson Thornton |
||
Timpson Chung Shui Ming |
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
To the Shareholders
Dear Sir or Madam,
INTRODUCTION
This circular serves as the explanatory statement required to be sent to the Shareholders under the
Listing Rules in connection with the proposed ordinary resolution set out in item 5 of the AGM
Notice for the approval of the renewal of the general mandate for repurchase of shares. This
document also constitutes a memorandum required under section 49BA of the Hong Kong Companies
Ordinance (Chapter 32 of the Laws of Hong Kong).
Exercise of the Repurchase Mandate
The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial
to the Company. It is proposed that up to 10% of the issued and outstanding Shares on the date of
the passing of the ordinary resolution to approve the Repurchase Mandate may be repurchased. As at
the Latest Practicable Date, 23,562,092,511 Shares were in issue and outstanding. On the basis of
such figure, the Directors would be authorized to repurchase up to 2,356,209,251 Shares during the
period up to the date of the next annual general meeting in 2011, or the expiration of the period
within which the next annual general meeting of the Company is required by law to be held, or the
revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at
a general meeting, whichever of these three events occurs first.
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Reasons for Repurchases
Repurchases of Shares will only be made when the Directors believe that they will benefit the
Company and its Shareholders. Such repurchases may, depending on the market conditions and funding
arrangements at the time, lead to an enhancement of the net asset value of the Company and its
assets and/or its earnings per Share.
Funding of Repurchases
Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s
available cash flow or working capital facilities. Any repurchases will be made out of funds of the
Company legally permitted to be utilized for such purpose in accordance with its memorandum and
articles of association and the laws of Hong Kong, including profits otherwise available for
distribution. Under the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong), a
company’s profits available for distribution are its accumulated, realized profits, so far as not
previously utilized by distribution or capitalization, less its accumulated, realized losses, so
far as not previously written off in a reduction or reorganization of capital duly made.
There might be a material adverse impact on the working capital or gearing position of the Company
(as compared with the position disclosed in its most recent published audited accounts for the year
ended 31 December 2009) in the event that the Repurchase Mandate is exercised in full.
However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as
would, in the circumstances, have a material adverse effect on the Company’s working capital or
gearing position, which in the opinion of the Directors are from time to time appropriate for the
Company.
Disclosure of Interests
None of the Directors, and to the best of their knowledge, having made all reasonable enquires,
none of their associates (as defined in the Listing Rules), have any present intention to sell
Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
No connected persons (as defined in the Listing Rules) of the Company have notified the Company
that they (i) have a present intention to sell Shares to the Company, or (ii) have undertaken not
to sell Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.
Directors’ Undertaking
The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate
in accordance with the Listing Rules and the applicable laws of Hong Kong.
Share Repurchases Made by the Company
On 25 September 2009, the Company received a conditional irrevocable offer (the “SKT Offer”) from
SK Telecom Co., Ltd. (“SKT”) for the sale by SKT to the Company of 899,745,075 Shares (the
“Repurchase Shares”), comprising all the Shares owned by SKT, by way of an off-market share
repurchase by the Company (the “Share Repurchase”). The consideration for the Share Repurchase is
HK$9,991,669,057.87, being HK$11.105 for each Repurchase Share, and is payable in cash. The Share
Repurchase was approved by shareholders of the Company at the extraordinary general meeting held on
3 November 2009 and was completed on 5 November 2009.
Save as disclosed above, no repurchases of Share have been made by the Company (whether on the
Stock Exchange or otherwise) during the six months preceding the date of this document.
Takeovers Code Consequences
If as a result of a repurchase of Shares by the Company, a Shareholder’s proportionate interest in
the voting rights of the Company increases, such increase will be treated as an acquisition for the
purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in
concert, depending on the level of increase of its or their shareholding, could obtain or
consolidate control of the Company and become obliged to make a mandatory offer in accordance with
Rule 26 of the Takeovers Code.
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As at the Latest Practicable Date, the immediate controlling shareholders of the Company are,
Unicom BVI and Netcom BVI. Unicom BVI, was recorded in the register required to be kept by the
Company under Part XV of the Securities and Futures Ordinance as having an interest in
9,725,000,020 Shares, representing approximately 41.27% of the issued and outstanding share capital
of the Company as at that date. If the Repurchase Mandate is exercised in full, Unicom BVI will be
interested in approximately 45.86% of the reduced issued and outstanding share capital of the
Company based on Unicom BVI’s interest in the issued and outstanding share capital of the Company
and the total number of issued and outstanding Shares as at the Latest Practicable Date. Netcom
BVI, was recorded in the register required to be kept by the Company under Part XV of the
Securities and Futures Ordinance as having a beneficial interest in 7,008,353,115 Shares,
representing approximately 29.74% of the issued and outstanding share capital of the Company as at
that date. If the Repurchase Mandate is exercised in full, Netcom BVI will be interested in
approximately 33.05% of the reduced issued and outstanding share capital of the Company based on
Netcom BVI’s interest in the issued and outstanding share capital of the Company and the total
number of issued and outstanding Shares as at the Latest Practicable Date. Unicom BVI and Netcom
BVI are presumed to be acting in concert with each other in respect of their aggregate 71.02%
shareholding in the Company pursuant to class (1) of the definition of “acting in concert” in the
Takeovers Code as they are both ultimately controlled by Unicom Parent. Therefore, as the aggregate
shareholding in the Company held by Unicom BVI and Netcom BVI, being persons acting in concert,
exceeds 50%, exercise of the Repurchase Mandate should, subject to the specific circumstances in
the particular case, not result in a mandatory offer obligation upon Unicom BVI and Netcom BVI
under Rule 26 of the Takeovers Code. Furthermore, if the Repurchase Mandate is exercised in full,
the percentage of the reduced issued and outstanding share capital of the Company in public hands
will not fall below the minimum prescribed level of 10%, such level being the minimum prescribed
level applied to the Company pursuant to a waiver granted by the Stock Exchange. Save as disclosed
above, the Directors are not aware of any other consequences that may arise under the Takeovers
Code as a result of a repurchase of the Shares.
Market Prices
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of
the previous twelve months preceding the Latest Practicable Date are as follows:
| Traded market price | ||||||||
| Highest | Lowest | |||||||
| HK$ | HK$ | |||||||
2009 |
||||||||
April |
9.07 | 7.30 | ||||||
May |
9.90 | 8.65 | ||||||
June |
12.06 | 9.50 | ||||||
July |
11.82 | 9.70 | ||||||
August |
12.44 | 10.36 | ||||||
September |
11.92 | 10.28 | ||||||
October |
11.28 | 10.02 | ||||||
November |
11.18 | 9.70 | ||||||
December |
10.60 | 9.48 | ||||||
2010 |
||||||||
January |
10.56 | 8.46 | ||||||
February |
9.36 | 8.11 | ||||||
March |
9.96 | 8.56 | ||||||
Extension of Share Issue Mandate
A resolution as set out in item 7 of the AGM Notice will also be proposed at the Annual General
Meeting authorizing the Directors to increase the maximum number of new Shares which may be issued
under the general mandate for the issuance and allotment of Shares by adding to it the nominal
amount of any Shares repurchased pursuant to the Repurchase Mandate.
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DEFINITIONS
“AGM”
|
the annual general meeting of the Company to be held on 12 May 2010 | |
“AGM Notice”
|
notice of the AGM dated 12 April 2010 | |
“Board”
|
the board of Directors | |
“Company”
|
China Unicom (Hong Kong) Limited | |
“Directors”
|
the directors of the Company | |
“Group”
|
the Company and its subsidiaries | |
“Hong Kong”
|
Hong Kong Special Administrative Region of the People’s Republic of China | |
“Latest Practicable Date”
|
31 March 2010 | |
“Listing Rules”
|
the Rules Governing Listing of Securities on the Stock Exchange | |
“Netcom BVI”
|
China Netcom Group Corporation (BVI) Limited, a company incorporated under the laws of the British Virgin Islands and the immediate controlling shareholder of the Company | |
“Repurchase Mandate”
|
the mandate granted to the Company if the ordinary resolution set out in item 5 of the AGM Notice is passed | |
“Stock Exchange”
|
The Stock Exchange of Hong Kong Limited | |
“Shares”
|
share(s) of all classes in the share capital of the Company | |
“Shareholders”
|
shareholders of the Company | |
“Takeovers Code”
|
Hong Kong Code on Takeovers and Mergers | |
“Unicom BVI”
|
China Unicom (BVI) Limited, a company incorporated under the laws of the British Virgin Islands and the immediate controlling shareholder of the Company | |
“Unicom Parent”
|
 (China United
Network Communications Group Company Limited), a
state-owned enterprise established under the
laws of the PRC and the ultimate parent company
of the Company |
Hong Kong, 12 April 2010
| By Order of the Board | ||
| China Unicom (Hong Kong) Limited | ||
| Chang Xiaobing | ||
| Chairman |
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