this letter is important and requires your immediate ... - China Unicom

The adoption of the Special Purpose Unicom Share Option Scheme by Unicom is subject to the satisfactionof the following conditions:(a)(b)(c)the approval of the Unicom Shareholders having been obtained at the Unicom EGM for the adoptionof the Special Purpose Unicom Share Option Scheme;the Hong Kong Stock Exchange having granted its approval for the listing of, and permission to dealin, the Unicom Shares to be issued upon the exercise of the Special Unicom Options; andthe Scheme becoming effective.An application will be made to the Hong Kong Stock Exchange for the listing of, and permission to dealin, the Unicom Shares to be issued upon the exercise of the Special Unicom Options.Subject to the satisfaction of the conditions referred to above, the Special Purpose Unicom Share OptionScheme will become effective on the Effective Date.Assuming that the Scheme becomes effective on 15 October 2008, the letter granting you Special UnicomOptions pursuant to the Option Proposal is expected to be despatched to you on or before 25 October 2008.4. COURSES OF ACTION AVAILABLE TO NETCOM OPTIONHOLDERSIn summary, the choices available to you in respect of your outstanding Netcom Options are as follows:(1) If you wish to receive Special Unicom Options in respect of your outstanding Netcom Options atthe Scheme Record Time, you do not need to do anything. Your outstanding Netcom Options at theScheme Record Time (whether vested or not) will, subject to the Scheme becoming effective, becancelled by the Netcom Board pursuant to Clause 11 of the Netcom Share Option Scheme and, inconsideration for the cancellation of your outstanding Netcom Options at the Scheme Record Time,Unicom will grant to you Special Unicom Options. The number of Special Unicom Options that willbe granted to you and the exercise price of such Special Unicom Options will be determined inaccordance with the formula set out in paragraph 2 headed “Terms of the Option Proposal” above. Ifthe Scheme becomes effective, you will receive an Option Grant Letter and an accompanying formof acknowledgement which you should sign and return to Unicom by no later than 30 November 2008to confirm the receipt and acceptance of the Special Unicom Options granted to you and youragreement to be bound by the terms of the Special Purpose Unicom Share Option Scheme and theOption Grant Letter.(2) You may exercise all or any of your outstanding and vested Netcom Options prior to the OptionsExercise Deadline. The Netcom Shares issued to you prior to or at the Scheme Record Time pursuantto the exercise of your outstanding and vested Netcom Options will constitute Scheme Shares and youwill be eligible to receive the consideration for the cancellation of your Scheme Shares under theScheme, that is:For every Scheme Share cancelled ................1.508 new Unicom SharesTherefore, if you wish to become eligible to participate in the Scheme as a holder of Scheme Shares,you must exercise your outstanding Netcom Options which have vested in accordance with the termsof the Netcom Share Option Scheme and prior to the Options Exercise Deadline.Any of your Netcom Options that remain outstanding at the Scheme Record Time (whether vested ornot) will, subject to the Scheme becoming effective, be cancelled by the Netcom Board pursuant toClause 11 of the Netcom Share Option Scheme and, in consideration for the cancellation of youroutstanding Netcom Options at the Scheme Record Time, Unicom will grant to you Special UnicomOptions. The number of Special Unicom Options that will be granted to you and the exercise priceof such Special Unicom Options will be determined in accordance with the formula set out inparagraph 2 headed “Terms of the Option Proposal” above. If the Scheme becomes effective, you willreceive an Option Grant Letter and an accompanying form of acknowledgement which you shouldsign and return to Unicom by no later than 30 November 2008 to confirm the receipt and acceptanceof the Special Unicom Options granted to you and your agreement to be bound by the terms of theSpecial Purpose Unicom Share Option Scheme and the Option Grant Letter.— 4 —