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 annual general meeting of China Netcom Group Corporation (Hong
Kong) Limited (the "Registrant"), made by the Registrant in English on April 3,
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: April 3, 2006
[GRAPHIC OMITTED]
CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED
(Incorporated in Hong Kong with limited liability under the
Companies Ordinance)
(Stock Code: 906)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of China Netcom Group
Corporation (Hong Kong) Limited will be held on 16 May 2006 at 11:00 a.m. in
The Ballroom, Island Shangri-la, Hong Kong for the following purposes:
As Ordinary Business:
1. To receive and consider the financial statements for the year ended 31
December 2005 and the Reports of the Directors and the Auditors.
2. To declare a final dividend for the year ended 31 December 2005.
3. To elect Directors.
4. To re-appoint Auditors and authorise the Directors to fix their
remuneration.
And as Special Business, to consider and, if thought fit, to pass the following
as ordinary resolutions:
ORDINARY RESOLUTIONS
5. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors
during the Relevant Period of all the powers of the Company to
purchase shares of US$0.04 each in the capital of the Company
including any form of depositary receipt representing the right to
receive such shares ("Shares") be and is hereby generally and
unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased on
The Stock Exchange of Hong Kong Limited or any other stock exchange
on which securities of the Company may be listed and which is
recognised for this purpose by the Securities and Futures
Commission of Hong Kong and The Stock Exchange of Hong Kong Limited
pursuant to the approval in paragraph (a) above shall not exceed or
represent more than 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 whichever is the
earlier of:
(1) the conclusion of the next annual general meeting of the
Company;
(2) the expiration of the period within which the next annual
general meeting of the Company is required by law to be held;
and
(3) the revocation or variation of the authority given under this
Resolution by ordinary resolution of the shareholders of the
Company in general meeting."
6. "THAT a general mandate be and is hereby unconditionally given to the
Directors to exercise full powers of the Company to allot, issue and
deal with additional shares in the Company (including the making and
granting of offers, agreements and options which might require shares to
be allotted, whether during the continuance of such mandate or
thereafter) provided that, otherwise than pursuant to (i) a rights issue
where shares are offered to shareholders on a fixed record date in
proportion to their then holdings of shares; (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 in
accordance with the Articles of Association of the Company, the
aggregate nominal amount of the shares allotted shall not exceed the
aggregate of:
(a) 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
(b) (if the Directors are so authorised by a separate ordinary
resolution of the shareholders of the Company) the nominal amount
of the share capital of the Company repurchased by the Company
subsequent to the passing of this Resolution (up to a maximum
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).
Such mandate shall expire at the earlier of:
(1) the conclusion of the next annual general meeting of the
Company;
(2) the expiration of the period within which the next annual
general meeting of the Company is required by law to be held;
and
(3) the date of any revocation or variation of the mandate given
under this Resolution by ordinary resolution of the
shareholders of the Company at a general meeting."
7. "THAT the Directors be and they are hereby authorised to exercise the
powers of the Company referred to in the resolution set out in item 6 in
the notice of this meeting in respect of the share capital of the
Company referred to in paragraph (b) of such resolution."
By order of the Board
Miao Jianhua
Mok Kam Wan
Joint Company Secretaries
Hong Kong, 3 April 2006
Notes:
1. Any member entitled to attend and vote at the above 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 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 Room 6701, The Center, 99 Queen's Road Central, Hong Kong at
least 48 hours before the time for holding the above 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 Board of Directors has recommended a final dividend for the year
ended 31 December 2005 of HK$0.466 per share and, if such dividend is
declared by the members passing Resolution 2, it is expected to be paid
on or about 6 June 2006 to those shareholders whose names appear on the
Company's register of members on 16 May 2006.
4. The register of members of the Company will be closed from 11 May 2006 to
16 May 2006 (both days inclusive), during which period no transfer of
shares in the Company will be effected. In order to qualify for the
proposed final dividend, all transfers, accompanied by the relevant share
certificates, must be lodged with the Company's registrar, Computershare
Hong Kong Investor Services Limited, Room 1712-16, 17th Floor, Hopewell
Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4 p.m.
on 10 May 2006.
5. Concerning Resolution 5 above, the Directors wish to state that they will
exercise the powers conferred thereby to repurchase shares of the Company
in circumstances which they deem appropriate 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 Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited will be
set out in a separate letter from the Company to be enclosed with the
2005 Annual Report.
As at the date of this announcement, the Board of Directors of the Company
comprises Mr. Zhang Chunjiang, Dr. Tian Suning, Mr. Zhang Xiaotie, Mr. Miao
Jianhua and Mr. Jiang Weiping as executive directors, 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.