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 August, 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
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(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
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(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 announcement on the closing of the share purchase transaction regarding
100% of the equity interest in Asia Netcom by China Netcom Group Corporation
(Hong Kong) Limited (the "Registrant"), made by the Registrant in English on
August 22, 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
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By /s/ Mok Kam Wan
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Name: Miao Jianhua and Mok Kam Wan
Title: Joint Company Secretaries
Date: August 22, 2006
[GRAPHIC OMITTED]
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
[GRAPHIC OMITTED]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 906)
ANNOUNCEMENT
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The board of directors of the Company announces that Closing occurred under the
Share Purchase Agreement on 22 August, 2006. Pursuant to the Share Purchase
Agreement, CNCI, a wholly-owned subsidiary of the Company and parent of Asia
Netcom, agreed to sell, and Purchaser (the permitted assignee of the Ashmore
and Spinnaker) agreed to purchase, 100% of the equity interest in Asia Netcom.
The Purchaser paid the consideration of USD168,840,000 for the equity interest
in Asia Netcom.
As each of the percentage ratios under Rule 14.07 of the Listing Rules is less
than 5% and that the Purchaser and their ultimate beneficial shareholders are
third parties independent of the Company and its connected persons (as defined
in the Listing Rules), the transaction contemplated under the Share Purchase
Agreement does not constitute a notifiable transaction under Chapter 14 of the
Listing Rules nor a connected transaction under Chapter 14A of the Listing
Rules.
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As previously announced by the board of directors of the Company on 2 June
2006, pursuant to a share purchase agreement dated 2 June 2006 ("Share Purchase
Agreement") entered into among the Company, China Netcom Corporation
International Limited ("CNCI"), Asset Holder PCC Limited re Ashmore Emerging
Markets Liquid Investment Portfolio ("Ashmore") and Spinnaker Global
Opportunity Fund Limited ("Spinnaker"), CNCI, a wholly-owned subsidiary of the
Company and parent of Asia Netcom Corporation Limited ("Asia Netcom"), agreed
to sell, and Ashmore and Spinnaker agreed to purchase, 100% of the equity
interest in Asia Netcom.
Connect Holdings Limited (the "Purchaser"), the permitted assignee of Ashmore
and Spinnaker, acquired 100% equity interest in Asia Netcom and paid the
consideration of USD168,840,000 for such equity interest in Asia Netcom upon
closing ("Closing") under the Share Purchase Agreement on 22 August 2006.
As each of the percentage ratios under Rule 14.07 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules") is less than 5% and that the Purchaser and their ultimate beneficial
shareholders are third parties independent of the Company and its connected
persons (as defined in the Listing Rules), the transaction contemplated under
the Share Purchase Agreement does not constitute a notifiable transaction under
Chapter 14 of the Listing Rules or a connected transaction under Chapter 14A of
the Listing Rules.
China International Capital Corporation (Hong Kong) Limited acts as the
Company's sole financial advisor in the transaction.
By Order of the Board
China Netcom Group Corporation (Hong Kong) Limited
Zhang Chunjiang
Chairman
Hong Kong, 22 August 2006
As at the date of this announcement, the Board of Directors of the Company
comprises Mr. Zhang Chunjiang, Mr. Zuo Xunsheng, Mr. Zhang Xiaotie and Mr. Miao
Jianhua as executive directors, Dr. Tian Suning, Ms. Li Liming, Mr. Jose Maria
Alvarez-Pallete and Mr. Yan Yixun 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.