china6k.htm
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 December, 2007
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or 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. )
(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:
1. An
announcement on change of directors and alternate director of China Netcom
Group
Corporation (Hong Kong) Limited (the “Registrant”); and
2. An
announcement on connected transaction of the Registrant;
Each
made by the Registrant in English on December 5, 2007.
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.
CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(incorporated
in Hong Kong with limited liability under the Companies
Ordinance)
(Stock
Code: 906)
CONNECTED
TRANSACTION
SUMMARY
The
Board announces that China Netcom System Integration, an indirect wholly-owned
subsidiary of the Company, entered into the Equity Interest Transfer Agreement
on 5 December 2007 with China Netcom Beijing Communications, pursuant to
which
China Netcom System Integration agreed to acquire the entire equity interest
of
Beijing Telecommunications Design Institute from China Netcom Beijing
Communications for a total consideration of RMB298,915,300. It is expected
that
completion of the Acquisition will take place before 30 December
2007.
China
Netcom Beijing Communications is a wholly-owned subsidiary of China Netcom
Group, the ultimate holding company of the Company. As such, China Netcom
Beijing Communications is a connected person of the Company and the Acquisition
constitutes an one-off connected transaction for the Company.
Since
the applicable percentage ratios set out in Rule 14.07 of the Listing Rules
in
respect of the Acquisition exceed 0.1% (but are below 2.5%), the Acquisition
is
only subject to the reporting and announcement requirements under the Listing
Rules.
EQUITY
INTEREST TRANSFER AGREEMENT
|
|
|
Date:
|
5
December 2007
|
|
Parties:
|
(1)
Vendor:
|
China
Netcom Beijing Communications
|
|
(2)
Purchaser:
|
China
Netcom System
Integration
|
Pursuant
to the Equity Interest Transfer Agreement, China Netcom System Integration,
an
indirect wholly-owned subsidiary of the Company, agreed to acquire the entire
equity interest of Beijing Telecommunications Design Institute from China Netcom
Beijing Communications.
CONDITIONS
OF THE COMPLETION OF THE ACQUISITION
Completion
of the Acquisition is conditional upon the fulfillment of the following
conditions:
(a)
|
the
obtaining of the necessary approvals and authorisations by China
Netcom
Beijing Communications in connection with the disposal of Beijing
Telecommunications Design Institute in accordance with the relevant
laws,
regulations and administrative policies;
and
|
(b)
|
the
compliance by China Netcom System Integration of the approval and
authorisation procedures in respect of the Acquisition as stipulated
under
law and the articles of association of China Netcom System
Integration.
|
The
above conditions cannot be waived.
The
consideration of the Acquisition is RMB298,915,300 which was determined and
agreed between the parties after arm’s length negotiations and was based on
various factors, including the quality of the assets being acquired and the
financial and operational indicators of Beijing Telecommunications Design
Institute. China Netcom System Integration will pay the entire consideration
in
cash to China Netcom Beijing Communications on or before 20 December 2007.
The
consideration will be paid using the Group’s internal resources.
COMPLETION
OF THE ACQUISITION
It
is expected that completion of the Acquisition will take place before 30
December 2007.
INFORMATION
ON BEIJING TELECOMMUNICATIONS DESIGN INSTITUTE
Beijing
Telecommunications Design Institute is a first-class design institute
established in 1953. It has strong technical expertise and possesses technical
qualifications to undertake all of its design work. Its quality assurance system
is amongst the most advanced in the PRC. The principal business of Beijing
Telecommunications Design Institute is the construction of networks for the
communications industry, provision of communications planning services,
technical consultancy services, consultancy and design services which are
targeted to the telecommunications needs of intranet and commercial customers
and consultancy services in respect of overseas markets, as well as the
construction of information systems for governmental departments. Beijing
Telecommunications Design Institute possesses various professional technical
qualifications for the provision of these services.
According
to the audited accounts of Beijing Telecommunications Design Institute, its
audited net asset value as at 31 December 2006 was RMB137.42 million and its
unaudited net asset value as at 30 September 2007 based on its management
accounts is RMB313.67 million. The audited net profit before and after taxation
and extraordinary items for the financial years ended 31 December 2005 and
31
December 2006 as prepared under PRC GAAP of Beijing Telecommunications Design
Institute are set out below:
|
For
the financial year
ended
31 December
|
|
|
2005
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2006
|
|
|
RMB
million
|
RMB
million
|
|
|
|
|
|
Net
profit before taxation and extraordinary items
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63.41
|
74.80
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Net
profit after taxation and extraordinary items
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53.98
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57.50
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REASONS
FOR AND BENEFITS OF THE ACQUISITION
In
view of the growing integration between information technology and the
communications business, in 2007 the Company set a long-term objective of
becoming “China’s leading information communications technology services
provider” in the field of information communications technology and the Company
intends to pursue such objective by increasing its efforts in developing its
information communications technology business.
The
acquisition of Beijing Telecommunications Design Institute will strengthen
the
operational capabilities of China Netcom System Integration in terms of
technical qualifications, the provision of consultancy services and
comprehensive solutions and also human resources, and the Acquisition will
accelerate the strategic transformation of the Company.
COMPLIANCE
WITH THE LISTING RULES
China
Netcom Beijing Communications is a wholly-owned subsidiary of China Netcom
Group, the ultimate holding company of the Company. As such, China Netcom
Beijing Communications is a connected person of the Company and the Acquisition
constitutes a connected transaction for the Company.
The
Group has acquired certain telecommunications assets in Shandong from China
Netcom Group on 31 December 2006. The consideration for the acquisition was
RMB81,291,663. As the size of the acquisition is far below the applicable
percentage ratios set out in Rule 14.07 of the Listing Rules, it was not subject
to the reporting, announcement or shareholders approval requirements under
the
Listing Rules. However, as the transaction was entered into within 12 months
of
the Acquisition, the transaction is, pursuant to the Listing Rules, required
to
be aggregated with the Acquisition for the purpose of determining the applicable
percentage ratios in respect of the Acquisition. Taking into account such
aggregation, the applicable percentage ratios set out in Rule 14.07 of the
Listing Rules in respect of the Acquisition, together with the previous
acquisition, exceed 0.1% (but are below 2.5%). Accordingly, the Acquisition
is
only subject to the reporting and announcement requirements under the Listing
Rules. Save as disclosed above, there are no prior transactions with each of
China Netcom Beijing Communications, China Netcom Group and their ultimate
beneficial owners which require aggregation under Rule 14A.25 of the Listing
Rules.
The
Directors are of the view that the Equity Interest Transfer Agreement was
entered into after arm’s length negotiation between China Netcom Beijing
Communications and China Netcom System Integration and reflect normal commercial
terms. The Directors (including the independent non-executive Directors) are
of
the view that the terms of the Equity Interest Transfer Agreement are fair
and
reasonable and in the interests of the Company and its shareholders as a
whole.
GENERAL
INFORMATION
The
Company is a leading broadband and fixed-line telecommunications operator in
China. Its service regions cover the area of Beijing Municipality, Tianjin
Municipality, Hebei Province, Henan Province, Shandong Province, Liaoning
Province, Heilongjiang Province, Jilin Province, Neimenggu Autonomous Region
and
Shanxi Province.
China
Netcom Beijing Communications is a wholly-owned subsidiary of China Netcom
Group, a state-owned enterprise established under the laws of the PRC which
is
the ultimate holding company of the Company. China Netcom Group is the second
largest fixed-line telecommunications operator in China. China Netcom Group
owns
and operates its fixed-line telecommunications networks, and provides
telecommunications services including fixed-line telephone, broadband and other
Internet-related services in all provinces, municipalities and autonomous
regions in China that are outside the Company’s existing service
regions.
DEFINITIONS
In
this announcement, unless the context otherwise requires, the following
expressions have the following meanings:
“Acquisition”
|
the
acquisition by China Netcom System Integration of the entire equity
interest of Beijing Telecommunications Design Institute from China
Netcom
Beijing Communications pursuant to the Equity Interest Transfer
Agreement
|
|
|
“Beijing
Telecommunications Design Institute”
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Beijing
Telecommunications Planning and Designing Institute Corporation Limited
(), a company established under the
laws of
the PRC and a wholly-owned subsidiary of China Netcom Beijing
Communications as at the date of this announcement
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|
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“Board”
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the
board of Directors
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|
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“China”
or “PRC”
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the
People’s Republic of China (excluding, for the purpose of this
announcement, Hong Kong, Macau and
Taiwan)
|
“China
Netcom Beijing Communications”
|
China
Netcom Group Beijing Communications Corporation (), a company established under the
laws of the PRC and
a wholly-owned subsidiary of China Netcom Group
|
|
|
“China
Netcom Group”
|
China
Network Communications Group Corporation (), a company established under the
laws of the PRC and
the ultimate holding company of the Company
|
|
|
“China
Netcom System Integration”
|
China
Netcom Group System Integration Limited Corporation (), a company established under the
laws of the PRC and
an indirect wholly-owned subsidiary of the Company
|
|
|
“Company”
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China
Netcom Group Corporation (Hong Kong) Limited (), a company incorporated in Hong
Kong whose ordinary
shares are listed on The Stock Exchange of Hong Kong Limited and
whose
American depositary shares are listed on the New York Stock Exchange,
Inc.
|
|
|
“Directors”
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the
directors of the Company
|
|
|
“Equity
Interest Transfer Agreement”
|
the
equity interest transfer agreement dated 5 December 2007 entered
into
between China Netcom Beijing Communications and China Netcom System
Integration in relation to the Acquisition
|
|
|
“Group”
|
the
Company and its subsidiaries
|
|
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“Hong
Kong”
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Hong
Kong Special Administrative Region of the PRC
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|
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“Listing
Rules”
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the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong
Kong Limited
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“PRC
GAAP”
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generally
accepted accounting principles in the PRC
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“RMB”
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Renminbi,
the lawful currency of the PRC
|
|
By
Order of the Board
China
Netcom Group Corporation (Hong Kong) Limited
Zhang
Chunjiang
Chairman
|
Hong
Kong, 5 December 2007
As
at the date of this announcement, the Board of Directors of the Company
comprises Mr. Zhang Chunjiang, Mr. Zuo Xunsheng, Ms. Li Jianguo, Mr. Zhang
Xiaotie 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, Mr. Victor Cha Mou Zing, Dr. Qian Yingyi, Mr. Hou
Ziqiang and Mr. Timpson Chung Shui Ming as independent non-executive
directors.
CHINA
NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(incorporated
in Hong Kong with limited liability under the Companies
Ordinance)
(Stock
Code: 906)
ANNOUNCEMENT
Change
of Directors and Alternate Director
The
board of directors (the “Board”) of China Netcom Group
Corporation (Hong Kong) Limited (the “Company”) announces that
Mr. Mauricio Sartorius has resigned from his position as a non-executive
director of the Board of the Company with effect from 5 December 2007. Ms.
Hong
Chen Jin ceased to be the alternate director to Mr. Mauricio Sartorius upon
the
resignation of Mr. Mauricio Sartorius as a non-executive director of the Company
on 5 December 2007. The resignation of Mr. Mauricio Sartorius is due to the
heavy workload of his new assignment at the headquarters of Telefónica S.A. at
Madrid. Mr. Mauricio Sartorius has confirmed that there is no disagreement
with
the Board and that there is no matter relating to his resignation that needs
to
be brought to the attention of the shareholders of the Company.
The
Board is pleased to announce that Mr. Cesareo Alierta Izuel has been appointed
as a non-executive director of the Company with effect from 5 December 2007.
Ms.
Hong Chen Jin, who is nominated by Mr. Cesareo Alierta Izuel, has been appointed
as alternate director to Mr. Cesareo Alierta Izuel with effect from 5 December
2007. Ms. Hong Chen Jin is also the alternate director to Mr. José María
Álvarez-Pallete, a non-executive director of the Company.
Mr.
Cesareo Alierta Izuel, 62, has been the director of Telefónica S.A. (listed on
various stock exchanges including Madrid, New York and London) as from January
1997 and has become the Chairman of Telefónica S.A. since July 2000. He is a
member of the Board of Directors and Executive Committee of Altadis S.A. (listed
on the stock exchanges of Madrid and Paris). Mr. Cesareo Alierta Izuel is also
a
member of the Colombia Business School Board of Overseers. Since January 2006,
he has been a member of the Board of Directors of Telefónica O2 Europe, Plc. Mr.
Cesareo Alierta Izuel is also a director of Telecom Italia (listed on the stock
exchange of Milan). Between 1970 and 1985, he has been the General Manager
of
the Capital Markets division at Banco Urquijo in Madrid. He has been the
Chairman and founder of Beta Capital. As from 1991, he has also acted as the
Chairman of the Spanish Financial Analysts’ Association. He has also been a
member of the Board of Directors and the Standing Committee of the Madrid Stock
Exchange. Between 1996 and 2000, he has held the post of Chairman of Tabacalera,
S.A., and subsequently Altadis S.A., following the merger of Tabacalera, S.A.
with the French Group, Seita. Mr. Cesareo Alierta Izuel holds a degree in law
from the University of Zaragoza and a master degree of business administration
from the University of Columbia.
Mr.
Cesareo Alierta Izuel does not have any service contract with the Company and
he
will be subject to retirement by rotation and re-election at annual general
meetings of the Company at least every three years. Mr. Cesareo Alierta Izuel
is
entitled to an annual director’s fee of HK$200,000 as proposed by the Board and
approved by the shareholders of the Company at the extraordinary general meeting
held on 14 February 2007. Director’s fees are payable on a time pro-rata basis
for any non full year’s service. He will also be entitled to an additional fee
of HK$10,000 for each Board meeting which he attends. His remuneration has
been
determined with reference to his duties, responsibilities and experience, and
to
prevailing market conditions. As at the date hereof, Mr. Cesareo Alierta Izuel
does not have any interest in the Company’s shares within the meaning of Part XV
of the Securities and Futures Ordinance.
Ms.
Hong Chen Jin, alias Margaret Chen, 45, Alternate Director to Mr. José María
Álvarez-Pallete since December 2006 and Alternate Director to Mr. Mauricio
Sartorius from December 2006 to
December
2007. Ms. Hong Chen Jin began her career in China as faculty member of the
Management School of Shanghai Jiaotong University. She has worked in the United
States of America for seven years. Among others, she worked as a Vice President
of research and development in ACS, a software development company. Prior to
joining Telefónica as a telecom senior consultant in 1995, she was a partner of
INDETEL, a telecom consulting company in Spain. During the ten years in
Telefónica Group prior to her Asia assignment, she has profound operational
experience in fixed-line and mobile business including IT strategy, marketing
and sales. In 2005, she was assigned as Director, Asia, Telefónica Internacional
S.A. At the beginning of 2007, Ms. Hong Chen Jin was awarded as one of the
most
influential women in telecommunications industry in China for the year of 2006
by the Ministry of Information Industry of China. Ms. Hong Chen Jin has been
a
director of China Netcom Group Broadband Service Applications Limited
Corporation For National Engineering Laboratory as from August 2007. Ms. Hong
Chen Jin holds a bachelor’s degree in computer science of Shanghai Jiaotong
University and a master’s degree of business administration, and a master’s
degree in Industrial Engineering in the United States of America. As at the
date
hereof, Ms. Hong Chen Jin does not have any interest in the Company’s shares
within the meaning of Part XV of the Securities and Futures
Ordinance.
Except
as noted above, each of Mr. Cesareo Alierta Izuel and Ms. Hong Chen Jin is
not
connected with any directors, senior management or substantial or controlling
shareholders of the Company and each of them does not hold any other position
with the Company or any of its subsidiaries and has not held any other
directorships in any listed public companies in the last three years. Save
as
disclosed above, there is no other information required to be disclosed in
relation to the appointment of Mr. Cesareo Alierta Izuel and Ms. Hong Chen
Jin
pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities
on
The Stock Exchange of Hong Kong Limited and there are no other matters relating
to the appointment of Mr. Cesareo Alierta Izuel and Ms. Hong Chen Jin that
need
to be brought to the attention of the shareholders of the Company.
The
Company believes that Mr. Cesareo Alierta Izuel’s extensive management
experience in the telecommunications industry will be of great benefit to the
Company. The appointment of Mr. Cesareo Alierta Izuel will also enhance the
co-operation between the Company and Telefónica Group. The Company takes this
opportunity to welcome Mr. Cesareo Alierta Izuel as a member of the Board and
Ms. Hong Chen Jin as alternate director to Mr. Cesareo Alierta
Izuel.
The
Board takes this opportunity to acknowledge the contributions of Mr. Mauricio
Sartorius during his office as non-executive director of the Company with the
highest regard.
|
By
Order of the Board
CHINA
NETCOM GROUP CORPORATION
(HONG
KONG) LIMITED
Zhang
Chunjiang
Chairman
|
Hong
Kong, 5 December 2007
As
at the date of this announcement, the Board of the Company comprises Mr. Zhang
Chunjiang, Mr. Zuo Xunsheng, Ms. Li Jianguo, Mr. Zhang Xiaotie 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,
Mr. Victor Cha Mou Zing, Dr. Qian Yingyi, Mr. Hou Ziqiang and Mr. Timpson Chung
Shui Ming as independent non-executive directors.
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/
Li
Fushen
By /s/
Mok
Kam Wan
Name: Li
Fushen and Mok Kam Wan
Title: Joint
Company
Secretaries
Date:
December 6, 2007
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