The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Unicom or Netcom, nor is it any solicitation of any vote or approval in any jurisdiction. This announcement also does not constitute any solicitation or recommendation under the rules and regulations of the US Securities and Exchange Commission.
This announcement is not an offer for sale or a sale of Unicom Shares or Unicom ADSs in the United States. The new Unicom Shares and the new Unicom ADSs have not been registered under the US Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act.
CHINA UNICOM LIMITED
中國聯通股份有限公司
(Incorporated in Hong Kong with limited liability under the Hong Kong Companies Ordinance)
(Stock Code: 0762)
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
中國網通集團
(Incorporated in Hong Kong with limited liability
under the Hong Kong Companies Ordinance)
(Stock Code: 0906)
JOINT ANNOUNCEMENT: DELAY IN DESPATCH OF SCHEME DOCUMENT TO NETCOM SHAREHOLDERS AND CIRCULAR TO UNICOM SHAREHOLDERS (Document in pdf format: click here)
As additional time is required to finalise the pro forma financial information relating to the enlarged group to be included in the Scheme Document and the Circular and to accommodate the Court timetable for fixing the Court hearing dates and convening the Court Meeting, the date of despatch of the Scheme Document and the Circular will be delayed and is expected to be a date no later than 16 September 2008.
Unicom and Netcom have applied to the Executive for its consent to extend the date of despatch of the Scheme Document to a date no later than 16 September 2008. Unicom has also applied to the Hong Kong Stock Exchange for an extension of time for the despatch of the Circular, which is proposed to be despatched at the same time as the Scheme Document, to a date no later than 16 September 2008.
Holders of Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom Options and potential investors in Unicom and Netcom should be aware that the implementation of the Proposals (including the Scheme) is subject to the conditions set out in the Joint Announcement being satisfied or waived, as applicable, and thus the Proposals (including the Scheme) may or may not become effective. Holders of Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom Options and potential investors of Unicom and Netcom should therefore exercise caution when dealing in Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs or Netcom Options or other securities of Unicom or Netcom. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.
1. INTRODUCTION
Unicom and Netcom refer to the joint announcement issued by them on 2 June 2008 regarding the proposed merger of Unicom and Netcom by way of a scheme of arrangement of Netcom under Section 166 of the Hong Kong Companies Ordinance (the
2. DELAY IN DESPATCH OF SCHEME DOCUMENT AND CIRCULAR
Pursuant to Rule 8.2 of the Takeovers Code, the Scheme Document is required to be despatched to the Netcom Shareholders within 35 days of the date of the Joint Announcement, which is on or before 7 July 2008. Pursuant to Rule 14.38 of the Listing Rules, Unicom is required to despatch a circular containing, amongst others, further details of the Proposals and the Very Substantial Acquisition (the
By order of the board of
China Unicom Limited
Mr. Chang Xiaobing
Chairman and Chief Executive Officer
China Netcom Group Corporation
(Hong Kong) Limited
Mr. Zuo Xunsheng
Hong Kong, 23 June 2008
As at the date of this announcement, the board of directors of Unicom comprises Mr. Chang Xiaobing, Mr. Tong Jilu, Mr. Li Gang and Mr. Zhang Junan as executive directors, Mr. Lu Jianguo and Mr. Lee Suk Kwan as non-executive directors and Mr. Wu Jinglian, Mr. Shan Weijian, Mr. Cheung Wing Lam, Linus and Mr. Wong Wai Ming as independent non-executive directors. The directors of Unicom jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than in relation to the Netcom Group, Netcom Parent and Netcom BVI) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement (other than in relation to the Netcom Group, Netcom Parent and Netcom BVI) misleading.
As at the date of this announcement, the board of directors of Netcom comprises Mr. Zuo Xunsheng, Ms. Li Jianguo and Mr. Li Fushen as executive directors, Mr. Yan Yixun, Mr. Cesareo Alierta Izuel and Mr. José María Álvarez-Pallete as non-executive directors and Mr. John Lawson Thornton, Dr. Qian Yingyi, Mr. Hou Ziqiang and Mr. Timpson Chung Shui Ming as independent non-executive directors. The directors of Netcom jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (in relation to the information relating to the Netcom Group, Netcom Parent and Netcom BVI only) and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements relating to the Netcom Group, Netcom Parent and Netcom BVI in this announcement misleading.
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Disclaimer The opinions expressed herein are my own personal opinions and do not represent my employer's view in anyway.