FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2006
(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 X Form 40-F
-------- --------
(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 X
-------- --------
(If "Yes" is marked, indicate below the file number assigned to
registrant in connection with Rule 12g3-2(b): 82-__________.)
N/A
China Netcom Group Corporation (Hong Kong) Limited
Building C, No. 156, Fuxingmennei Avenue
Xicheng District
Beijing, 100031 PRC
This Form 6-K consists of:
The notice of proposed amendments to the rules of the Share Option Scheme and
the terms of the Options granted of China Netcom Group Corporation (Hong Kong)
Limited (the "Registrant"), made by the Registrant in English on April 29, 2006.
SIGNATURE
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
under-signed, thereunto duly authorized.
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
By /s/ Miao Jianhua
----------------
By /s/ Mok Kam Wan
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Name: Miao Jianhua and Mok Kam Wan
Title: Joint Company Secretaries
Date: April 29, 2006
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt as to any aspect of this circular or as to the
action to be taken, you should consult your licensed securities dealer, bank
manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Netcom Group
Corporation (Hong Kong) Limited, you should at once hand this circular
together with the accompanying form of proxy to the purchaser or the
transferee or to the bank, licensed securities dealer or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
the transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this circular, 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 circular.
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CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 906)
AMENDMENTS TO THE RULES OF THE SHARE OPTION SCHEME
AND
THE TERMS OF THE OPTIONS GRANTED UNDER
THE SHARE OPTION SCHEME
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A notice convening an extraordinary general meeting of the Company to be held
in The Ballroom, Island Shangri-la, Hong Kong, on 16 May 2006 at 12:00 noon
(or as soon thereafter as the annual general meeting of the Company convened
to be held at 11:00 a.m. at the same place and date shall have been concluded
or adjourned), is set out at the end of this circular. Whether or not you are
able to attend the extraordinary general meeting, you are requested to
complete the accompanying form of proxy in accordance with the instructions
printed thereon and return the same to the Company's registered office at Room
6701, The Center, 99 Queen's Road Central, Hong Kong, as soon as practicable
and in any event at least 48 hours before the time appointed for holding the
extraordinary general meeting or any adjournment thereof. Completion and
return of the form of proxy will not preclude you from attending and voting in
person at the extraordinary general meeting or at any adjourned meeting should
you so wish.
29 April 2006
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CONTENTS
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DEFINITIONS ...................................................................1
LETTER FROM THE CHAIRMAN ......................................................3
NOTICE OF THE EXTRAORDINARY GENERAL MEETING ..................................14
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DEFINITIONS
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In this circular, unless the context otherwise requires, the following
expressions have the following meanings:
"Board" the board of Directors
"Company" China Netcom Group Corporation (Hong Kong)
Limited ([GRAPHIC OMITTED]), a company
incorporated in Hong Kong whose Shares are
listed on the Hong Kong Stock Exchange and
whose American depositary shares are listed
on the New York Stock Exchange, Inc.
"Compensation Committee" a committee established by the Board, with
primary duties to formulate remuneration
policies and is responsible for dealing
with all matters relating to the Share
Option Scheme as authorised by the Board
"County Branch Companies" the branch companies of the Provincial
Companies located in various counties
"Directors" the directors of the Company
"Effective Options" Options granted pursuant to the Share
Option Scheme, irrespective of whether
such Options are exercisable in accordance
with the relevant Vesting Schedule
"Eligible Participants" directors, chief executives or
Middle-to-Senior Management or Specialised
Professionals of the Company or its
subsidiaries who are determined by the
Board or the Compensation Committee
according to the Share Option Scheme to
have made substantial contribution
"Extraordinary General Meeting" the extraordinary general meeting of the
Company to be convened on 16 May 2006,
notice of which is set out at the end of
this circular, or any adjournment thereof
"Group" the Company and its existing subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of
the People's Republic of China
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Listing Rules" the Rules Governing the Listing of
Securities on The Stock Exchange of Hong
Kong Limited
"Middle-to-Senior Management" general manager or management staff with
equivalent rank or above at various
Provincial Companies or County Branch
Companies of the Company
"Option(s)" option(s) which have been granted under
the Share Option Scheme
"Options Effective Date" the Options Grant Date or the date on
which the Shares are listed and trading
commences on the Hong Kong Stock Exchange,
whichever is later
"Options Effective Term" the period commencing from the Options
Effective Date to the date on which
Options lapse in accordance with the terms
of the Share Option Scheme
"Options Grant Date" the date on which Options are granted
pursuant to the Share Option Scheme
"Options Restricted Period" the period commencing from the Options
Effective Date to the date on which
Options can be exercised, during which
Options Restricted Period, Options cannot
be exercised
"Provincial Companies" the subsidiaries or branch companies of
the Company located in various provinces,
autonomous regions and municipalities of
the People's Republic of China
"Share Option Scheme" the share option scheme of the Company
approved and adopted by a resolution of
the Shareholders passed on 30 September
2004
"Share(s)" ordinary shares in the Company's issued
share capital with a par value of US$0.04
per share, which are listed on the Hong
Kong Stock Exchange
"Shareholders" holders of Shares
"Specialised Professionals" professionals or management staff or
technical or marketing staff holding
important positions of the Company or its
subsidiaries who are important to the
development of the Company's business. The
Compensation Committee has the right to
interpret "Specialised Professionals" and
identify them
"State Council" the State Council of the People's Republic
of China [GRAPHIC OMITTED]
"US dollars" or "US$" United States dollars, the lawful currency
of the United States of America
"Vesting Schedule" the arrangement whereby Options granted at
a particular time can be exercised in one
lot or in batches in accordance with a
pre-determined timetable
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LETTER FROM THE CHAIRMAN
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CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
[GRAPHIC OMITTED]
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 906)
Executive Directors: Registered Office:
ZHANG Chunjiang (Chairman) Room 6701, The Center
TIAN Suning (Vice Chairman and Chief Executive Officer) 99 Queen's Road Central
ZHANG Xiaotie Hong Kong
MIAO Jianhua
JIANG Weiping
Non-Executive Directors:
LI Liming
YAN Yixun
Jose Mareia ALVAREZ-PALLETE
Independent Non-executive Directors:
John Lawson THORNTON
Victor CHA Mou Zing
QIAN Yingyi
HOU Ziqiang
Timpson CHUNG Shui Ming
29 April 2006
To the Shareholders
Dear Sir or Madam,
AMENDMENTS TO THE RULES OF THE SHARE OPTION SCHEME
AND
THE TERMS OF THE OPTIONS GRANTED UNDER
THE SHARE OPTION SCHEME
INTRODUCTION
The purpose of this circular is to provide you with details relating to
the proposed amendments to the rules of the Share Option Scheme and the terms
of the Options granted, and to seek your approval of the ordinary resolutions
set out in the Notice of the Extraordinary General Meeting at the end of this
circular.
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LETTER FROM THE CHAIRMAN
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PROPOSED AMENDMENTS TO THE RULES OF THE SHARE OPTION SCHEME AND THE TERMS OF
THE OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME
Reasons for amending the rules of the Share Option Scheme
Since the Company's listing, the Company has carefully reviewed and
refined its remuneration policy. With the assistance of an outside strategic
consultant, the Company formulated certain changes to the rules of the Share
Option Scheme so that the benefits to the grantees under the Share Option
Scheme are closely aligned with the performance of the Company and the
individual grantees. The Company also proposes certain changes to the
provisions relating to the exercise of options upon termination of employment.
The changes are proposed in order to reduce the administrative burden on the
Company to monitor outstanding Options for grantees whose employment has been
terminated.
According to Note (2) to Rule 17.03 of the Listing Rules, any alterations
to the terms and conditions of a share option scheme of a listed issuer which
are of a material nature or any change to the terms of options granted must be
approved by the shareholders of the listed issuer. As certain amendments to
the rules of the Share Option Scheme are material and the terms of Options
granted are proposed to be amended, approval of Shareholders is required.
Proposed amendments to the rules of the Share Option Scheme requiring approval
of Shareholders
The proposed amendments to the rules of the Share Option Scheme requiring
the approval of Shareholders are summarised as follows:
(a) Eligible Participants
Existing provisions Proposed amendments
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The Eligible Participants of the Share Option The Eligible Participants of the Share Option Scheme include
Scheme include the members of the Board the members of the Board (including executive Directors and
(including executive Directors and non-executive non-executive Directors (but not independent non-executive
Directors), Middle-to-Senior Management and Directors)), Middle-to-Senior Management and Specialised
Specialised Professionals identified by the Professionals identified by the Compensation Committee.
Compensation Committee.
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LETTER FROM THE CHAIRMAN
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(b) Exercise of Options and Vesting Schedules
Existing provisions Proposed amendments
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(i) The initial exercise of the Options which are (i) The initial exercise of the Options which are
granted prior to the listing of the Company on granted prior to the listing of the Company on
the Hong Kong Stock Exchange is subject to an the Hong Kong Stock Exchange is subject to an
Options Restricted Period of 1.5 years and such Options Restricted Period of 1.5 years and such
Options shall only be exercised in batches in Options shall only be exercised in batches in
accordance with the Vesting Schedule below. The accordance with the Vesting Schedule below. The
maximum number of Options that can be exercised maximum number of Options that can be exercised
at each tier shall not exceed the limits set at each tier shall not exceed the limits set out
out below: below:
- 40% of the Options granted may be - 40% of the Options granted may be exercised
exercised 18 months after the Options 18 months after the Options Effective Date
Effective Date; (the "First Tier");
- another 30% of the Options granted may be - another 20% of the Options granted may be
exercised 30 months after the Options exercised 30 months after the Options
Effective Date; and Effective Date (the "Second Tier");
- the remaining 30% of the Options granted
may be exercised 42 months after the
Options Effective Date.
(ii) The initial exercise of the Options which are - another 20% of the Options granted may be
granted after the listing of the Company on the exercised 42 months after the Options
Hong Kong Stock Exchange is subject to an Effective Date (the "Third Tier"); and
Options Restricted Period of 2 years and such - the remaining 20% of the Options granted
Options shall only be exercised in batches in may be exercised 54 months after the
accordance with the Vesting Schedule below. The Options Effective Date (the "Fourth Tier").
maximum number of Options that can be exercised (ii) The initial exercise of the Options which are
at each tier shall not exceed the limits set granted after the listing of the Company on the
out below: Hong Kong Stock Exchange is subject to an Options
- 40% of the Options granted may be Restricted Period of 2 years and such Options
exercised 24 months after the Options shall only be exercised in batches in accordance
Effective Date; with the Vesting Schedule below. The maximum
- another 30% of the Options granted may number of Options that can be exercised at each
be exercised 36 months after the tier shall not exceed the limits set out below:
Options Effective Date; and - 40% of the Options granted may be exercised
- the remaining 30% of the Options granted 24 months after the Options Effective Date
may be exercised 48 months after the Options (the "First Tier");
Effective Date. - another 20% of the Options granted may be
exercised 36 months after the Options
Effective Date (the "Second Tier");
- another 20% of the Options granted may be
exercised 48 months after the Options
Effective Date (the "Third Tier"); and
- the remaining 20% of the Options granted
may be exercised 60 months after the
Options Effective Date (the "Fourth Tier").
(iii) The grantee is required to exercise his
Options through the intermediaries selected
by the Company.
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LETTER FROM THE CHAIRMAN
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(c) Rights upon cessation of employment
Existing provisions Proposed amendments
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(1) If the grantee of an Option ceases to be an (1) If the grantee of an Option ceases to be an
employee because of misconduct or criminal employee because of misconduct or criminal
conviction, and as a result ceases to be an conviction, and as a result ceases to be an
Eligible Participant under the Share Option Eligible Participant under the Share Option
Scheme, all the Effective Options not yet Scheme, all the Effective Options not yet
exercised shall lapse on the date of cessation exercised shall lapse on the date of cessation of
of his employment and such Options shall in no his employment and such Options shall in no
circumstances be exercisable. circumstances be exercisable.
(2) If the grantee of an Option resigns, all the (2) If the grantee of an Option is transferred
Effective Options not yet exercised shall internally to China Network Communications Group
lapse on the date of cessation of his Corporation and its controlled entities, the
employment. grantee shall be entitled to exercise the Options
(3) If the grantee of an Option ceases to be an in accordance with the Vesting Schedule.
employee for any reason other than death, loss (3) If the grantee of an Option is transferred out of
of capacity or the reasons as referred to the Company with the Company's consent (for reason
under (1) or (2) above, and thus as a result other than (2) above), the grantee may, at any
ceases to be an Eligible Participant under the time within 90 days of the date of the cessation
Share Option Scheme, the grantee may, at any of his employment, exercise the Effective Options
time within 12 months of the date of the which are exercisable as at the date of the
cessation of his employment, exercise the cessation of his employment as well as the Options
Effective Options granted to him but not yet which are exercisable at the tier immediately
exercised as at the date of the cessation of following the date of cessation of his employment.
his employment. Any Options which are not yet Any such Options which are not exercised within
exercised upon expiry of such period shall the 90-day period shall lapse automatically. All
lapse automatically. the Options exercisable at later tiers shall lapse
automatically.
(4) If the grantee of an Option retires, the grantee
may, at any time within 90 days of the date of his
retirement, exercise the Effective Options which
are not yet exercised. Any such Options which are
not exercised within the 90-day period shall lapse
automatically.
(5) If the grantee of an Option ceases to be an
employee for any reason other than death, loss of
capacity or the reasons as referred to under (1),
(2), (3) or (4) above and for reason of his
resignation, and thus as a result ceases to be an
Eligible Participant under the Share Option Scheme,
all of his Effective Options not yet exercised
shall lapse on the date of cessation of his
employment.
Where the employment of a grantee ceases or has ceased
or the grantee retires or has retired prior to these
proposed amendments being approved by Shareholders at
general meeting, the date of cessation of employment or
retirement will be deemed to be the day on which these
proposed amendments are approved by Shareholders at
general meeting.
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LETTER FROM THE CHAIRMAN
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(d) Right upon death
Existing provisions Proposed amendments
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If the grantee of an Option dies and provided that there If the grantee of an Option dies and provided that
is no misconduct or criminal conviction on the part of the there is no misconduct or criminal conviction on the
grantee, the grantee's personal representative may, at any part of the grantee, Effective Options granted (but
time during the period commencing from the date of the not yet exercised) shall be vested in the grantee's
grantee's death to the date of expiry of the Options estate, the grantee's personal representative or
Effective Term, exercise the Effective Options granted to authorised persons shall exercise such Effective
such grantee but not yet exercised as at the date of the Options within 90 days. Any such Options which are
grantee's death. Any Options which are not yet exercised not exercised within the 90-day period shall lapse
upon expiry of such period shall lapse automatically. automatically.
Where the grantee dies or has died prior to these
proposed amendments being approved by Shareholders
at general meeting, his death will be deemed to have
occurred on the day on which these proposed
amendments are approved by Shareholders at general
meeting.
(e) Rights upon loss of capacity
Existing provisions Proposed amendments
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The grantee of an Option may, at any time during the The guardian of the grantee of an Option or
period commencing from the date of his loss of capacity to authorised persons may, at any time during the
the date of expiry of the Options Effective Term, exercise period within 90 days of the date of the loss of
the Effective Options granted to him but not yet exercised capacity of such grantee, exercise the Effective
as at the date of his loss of capacity. Any Options which Options granted to such grantee but not yet
are not yet exercised upon expiry of such period shall exercised as at the date of the loss of capacity of
lapse automatically. the grantee. Any such Options which are not
exercised within the 90-day period shall lapse
automatically.
Where the loss of capacity takes place or has taken
place prior to these proposed amendments being
approved by Shareholders at general meeting, the
loss of capacity will be deemed to have taken place
on the day on which these proposed amendments are
approved by Shareholders at general meeting.
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LETTER FROM THE CHAIRMAN
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(f) Performance Targets
Existing provisions Proposed amendments
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The grantee does not have to meet any performance target The exercise of a portion of the Options of the
prior to the exercise of the Options unless otherwise employees of the Company (excluding senior
stipulated by the Board and such performance target has management and directors of the Company) exercisable
already been stated in the agreement granting the Options. at each tier pursuant to the above Vesting Schedule
(the "Adjustable Options") shall be subject to the
results of the performance review of the grantee in
respect of the year immediately preceding the
commencement of the relevant tier as measured
against the Company's performance review plan. Part
or all of the Adjustable Options shall be subject to
cancellation depending upon the results of the
performance review. The Adjustable Options shall be
determined by the Company with reference to the
number of Options exercisable at each tier, the
expected yield of each Option and the difference
between the average price of the Shares in the year
immediately preceding the commencement of the
relevant tier and the exercise price of the Options.
In the event that the grantee is to be demoted, his
unvested Options pursuant to the Vesting Schedule
will be reduced to reflect his new position and the
reduced Options will automatically lapse.
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LETTER FROM THE CHAIRMAN
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(g) Cancellation of Options
Existing provisions Proposed amendments
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Upon obtaining the consent of the grantee, the Board may The Board may resolve to cancel any Options granted
cancel the Options granted (but not yet exercised) but not yet exercised.
provided that (i) the Board shall pay to the grantee an Lapsed Options shall be automatically cancelled on
amount equal to the fair market value of the Options as at the date of lapse.
the date of cancellation; (ii) the Board shall offer to The increase in exercisable Options of the grantees
grant to the grantee an option under a replacement scheme at each tier (the Options exercisable at the First
(or under any other schemes) with value equivalent to the Tier shall be deemed as the increase in exercisable
Options being cancelled; (iii) the Board shall make such Options at the First Tier) shall be subject to
other arrangements as the grantee agrees, to compensate cancellation upon the happening of any of the
him for the loss of the Options. following events:
(i) the annual performance review of the
Company for the year preceding the
commencement of the relevant tier shows
that the Company is unable to meet the
performance review targets;
(ii) the issuance of a negative opinion by
the Company's accountants or the
Company's accountants being unable to
issue an opinion on the financial
reports in respect of the year preceding
the commencement of the relevant tier; or
(iii) where the Supervisory Panel or the audit
authorities for State-owned enterprises
of the State Council have raised
material objections to the results or
the annual report of the Company in
respect of the year preceding the
commencement of the relevant tier.
(h) Amendments to Share Option Scheme
Existing provisions Proposed amendments
------------------- -------------------
The Board may amend any of the provisions of the Share The Board may amend any of the provisions of the
Option Scheme and the terms of the Options (including Share Option Scheme and the terms of the Options
amendments in order to comply with changes in legal or (including amendments in order to comply with
regulatory requirements) at any time (but not so as to changes in legal or regulatory requirements) at any
prejudice the rights of the grantees of Options). time.
Terms of Options Granted
The Company has granted Options under the Share Option Scheme prior its
listing on the Hong Kong Stock Exchange and on 6 December 2005. The Options
were granted on the existing terms of the Share Option Scheme. Upon the
amendments to rules of the Share Option Scheme taking effect, the terms of the
Options granted will also change to reflect the amended rules of the Share
Option Scheme.
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LETTER FROM THE CHAIRMAN
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GENERAL
The amended rules of the Share Option Scheme and the resulting amendments
to the terms of the Options granted, if approved by the Shareholders at the
Extraordinary General Meeting, will take effect from the date of the
Extraordinary General Meeting.
The amended rules of the Share Option Scheme are in compliance with the
requirements of Chapter 17 of the Listing Rules and the guidance regarding
adjustments of the exercise price and the number of securities subject to
Options granted, as set out in the letter dated 5 September 2005 from the Hong
Kong Stock Exchange to all listed issuers.
Copy of the existing rules of the Share Option Scheme and the proposed
Share Option Scheme as amended are available for inspection at Linklaters,
10th Floor, Alexandra House, Chater Road, Hong Kong during normal business
hours on any business day from the date of this circular up to and including
the date of the Extraordinary General Meeting and at the Extraordinary General
Meeting if any Shareholder is interested in the details of the changes
mentioned in this circular and other minor amendments proposed to be made to
the rules of the Share Option Scheme by the Board within its power.
EXTRAORDINARY GENERAL MEETING
A notice of the Extraordinary General Meeting to be held in The Ballroom,
Island Shangri-la, Hong Kong on 16 May 2006 at 12:00 noon (or as soon
thereafter as the annual general meeting of the Company convened to he held at
11:00 a.m. at the same place and date shall have been concluded or adjourned),
is set out at the end of this circular. At the Extraordinary General Meeting,
ordinary resolutions will be proposed to approve the amendments to the rules
of the Share Option Scheme and the amendments to the terms of the Options
granted.
A form of proxy for use at the Extraordinary General Meeting is enclosed
with this circular. Whether or not you are able to attend the Extraordinary
General Meeting, you are requested to complete the accompanying form of proxy
in accordance with the instructions printed thereon and return the same to the
Company's registered office at Room 6701, The Center, 99 Queen's Road Central,
Hong Kong, as soon as practicable and in any event at least 48 hours before
the time appointed for holding the Extraordinary General Meeting or any
adjournment thereof. Completion and return of the form of proxy will not
preclude a Shareholder from attending and voting in person at the
Extraordinary General Meeting or any adjournment thereof should he so wishes.
PROCEDURES FOR DEMANDING A POLL AT THE EXTRAORDINARY GENERAL MEETING
According to article 70 of the articles of association of the Company, a
resolution put to the vote of the meeting shall be decided on a show of hands
unless (before or on the declaration of the result of the show of hands or on
the withdrawal of any other demand for a poll) a poll is demanded by:
(a) the chairman of the meeting; or
(b) at least three Shareholders present in person (or in the case of a
Shareholder being a corporation, by its duly authorised
representative) or by proxy and entitled to vote at the meeting;
or
(c) any Shareholder or Shareholders present in person (or in the case
of a Shareholder being a corporation, by its duly authorised
representative) or by proxy and representing in the aggregate not
less than one-tenth of the total voting rights of all Shareholders
having the right to attend and vote at the meeting; or
(d) any Shareholder or Shareholders present in person (or in the case
of a Shareholder being a corporation, by its duly authorised
representative) or by proxy and holding shares conferring a right
to attend and vote at the meeting on which there have been paid up
sums in the aggregate equal to not less than one-tenth of the
total sum paid up on all shares conferring that right.
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LETTER FROM THE CHAIRMAN
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A poll shall be taken at such time (being not later than thirty days
after the date of the demand) and in such manner (including the use of ballot
or voting papers or tickets) as the chairman of the Extraordinary General
Meeting may appoint. On a poll, every Shareholder present at the Extraordinary
General Meeting shall be entitled to one vote for every fully paid-up Share of
which he is the holder. The result of such poll shall be deemed for all
purposes to be the resolution of the meeting at which the poll was so directed
or demanded.
RECOMMENDATION
The Board considers that the amendments to the rules of the Share Option
Scheme and the terms of the Options granted are in the interests of the
Company and its Shareholders as a whole. Accordingly, the Board recommends
that Shareholders vote in favour of the ordinary resolutions to be proposed at
the Extraordinary General Meeting to approve the amendments to the rules of
the Share Option Scheme and the terms of the Options granted, as detailed in
the notice of the Extraordinary General Meeting set out at the end of this
circular.
By Order of the Board
China Netcom Group Corporation (Hong Kong) Limited
Zhang Chunjiang
Chairman
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NOTICE OF THE EXTRAORDINARY GENERAL MEETING
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CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
[GRAPHIC OMITTED]
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 906)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the
shareholders of China Netcom Group Corporation (Hong Kong) Limited (the
"Company") will be held at 12:00 noon (or as soon thereafter as the annual
general meeting of the Company to be convened at 11:00 a.m. at the same place
and date shall have been concluded or adjourned) on 16 May 2006, in The
Ballroom, Island Shangri-la, Hong Kong for the purposes of considering and, if
thought fit, passing, with or without modifications, the following resolutions
as Ordinary Resolutions:
Ordinary Resolutions
1. "THAT the amendments to the rules of the Share Option Scheme of the
Company (the "Share Option Scheme") referred to in the circular to
shareholders of the Company dated 29 April 2006 (the "Circular") and
contained in the amended Share Option Scheme, a copy of which is
available for inspection as detailed in the Circular and produced to
this meeting and for the purposes of identification initialled by the
chairman of this meeting, be approved, subject to such modifications of
those amendments to the rules of the Share Option Scheme as the
directors of the Company may consider necessary to take into account the
requirements of The Stock Exchange of Hong Kong Limited and that the
directors of the Company be authorised to adopt the amendments to the
rules of the Share Option Scheme and do all acts and things necessary to
carry such amendments and modifications (if any) into effect."
2. "THAT the amendments to the terms of options granted under the Share
Option Scheme referred to in the Circular be approved, subject to such
modifications of those amendments to the terms of options granted under
the Share Option Scheme as the directors of the Company may consider
necessary to take into account the requirements of The Stock Exchange of
Hong Kong Limited and that the directors of the Company be authorised to
adopt the amendments to the terms of options granted under the Share
Option Scheme and do all acts and things necessary to carry such
amendments and modifications (if any) into effect."
By Order of the Board
Miao Jianhua Mok Kam Wan
Joint Company Secretaries
Hong Kong, 29 April 2006
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NOTICE OF THE EXTRAORDINARY GENERAL MEETING
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Registered office
Room 6701, The Center
99 Queen's Road Central
Hong Kong
Notes:
1. A member entitled to attend and vote at the Extraordinary General
Meeting is entitled to appoint one or more 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 any power of
attorney or other authority, if any, under which it is signed, or a
notarially certified copy of such power of authority, must be deposited
at the Company's registered office at Room 6701, The Center, 99 Queen's
Road Central, Hong Kong, at least 48 hours before the time appointed for
holding the Extraordinary General Meeting. Completion and return of the
form of proxy will not preclude a member from attending and voting in
person at the meeting or at any adjourned meeting should a member so
wish.
[CNC LOGO OMITTED]
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
[GRAPHIC OMITTED]
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 906)
Form of proxy for the Extraordinary General Meeting
to be held on 16 May 2006
I/We (Note 1)
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of
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being the registered holder(s) of
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Shares (Note 2) of US$0.04 each in the share capital of the above-named
Company HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING
(Note 3) or of
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as my/our proxy to attend and act for me/us at the Extraordinary General
Meeting (and any adjournment thereof) of the said Company to be held in The
Ballroom, Island Shangri-la, Hong Kong on 16 May 2006 at 12:00 noon (or as
soon thereafter as the annual general meeting of the Company convened to be
held at 11:00 a.m. at the same place and date shall have been concluded or
adjourned) for the purposes of considering and, if thought fit, passing the
Resolutions as set out in the Notice of the Extraordinary General Meeting and
at such Meeting (and at any adjournment thereof) to vote for me/us and in
my/our name(s) in respect of the Resolutions as indicated below (Note 4).
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RESOLUTIONS FOR AGAINST
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1. To approve the amendments to the rules
of the Share Option Scheme.
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2. To approve the amendments to the terms
of the options granted under the Share
Option Scheme.
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Dated this day of 2006 Signed (Note 5)
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Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which
this proxy relates. If no number is inserted, this form of proxy will be
deemed to relate to all the shares in the Company registered in your
name(s).
3. If any proxy other than the Chairman of the Extraordinary General
Meeting is preferred, strike out the words 'THE CHAIRMAN OF THE
EXTRAORDINARY GENERAL MEETING' and insert the name and address of the
proxy desired in the space provided. A member may appoint one or more
proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS
FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE
BOXES MARKED 'FOR'. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK
THE APPROPRIATE BOXES MARKED `AGAINST'. Failure to complete any or all
the boxes will entitle your proxy to cast his votes at his discretion.
Your proxy will also be entitled to vote at his discretion on any
resolution properly put to the Meeting other than those referred to in
the Notice of the Extraordinary General Meeting.
5. This form of proxy must be signed by you or your attorney duly
authorised in writing or, in the case of a corporation, must be either
executed under its common seal or under the hand of an officer or
attorney or other person duly authorised to sign the same.
6. In the case of joint holders of any shares, any one of such joint
holders may vote at the Meeting, either personally or by proxy, in
respect of such shares as if he were solely entitled thereto. However,
if more than one of such joint holders is present at the Meeting, either
personally or by proxy, the vote of the joint holder whose name stands
first in the Register of Members and who tenders a vote, whether in
person or by proxy, will be accepted to the exclusion of the votes of
the other joint holder(s).
7. To be valid, this form of proxy together with the power of attorney (if
any) or other authority under which it is signed (if any) or a
notarially certified copy thereof, must be deposited at the registered
office of the Company at Room 6701, The Center, 99 Queen's Road Central,
Hong Kong not less than 48 hours before the time for holding the Meeting
or any adjournment thereof (as the case may be).
8. The proxy need not be a member of the Company but must attend the
Meeting in person to represent you.
9. Completion and delivery of the form of proxy will not preclude you from
attending and voting at the Meeting if you so wish. In such event, the
instrument appointing a proxy shall be deemed to be revoked.