11:08     CHINA UNICOM<00762> - Announcement (1)                              

    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 UNICOM LIMITED (Stock Code: 762)                                    
                                                                              
    (Incorporated in Hong Kong with limited liability under the Hong          
    Kong Companies Ordinance)                                                 
                                                                              
                                                                              
    CONTINUING CONNECTED TRANSACTIONS                                         
                                                                              
                                                                              
                                                                              
     Summary                                                                  
     Under a series of Old Agreements entered into                            
    between the respective subsidiaries of the Company and Unicom Group       
    or its subsidiaries, the Group currently conducts a series of             
    Continuing Connected Transactions with Unicom Group. In view of the       
    completion of the merger of Unicom New Century into CUCL and the          
    on-going process of merger of Unicom New World into CUCL, CUCL and        
    Unicom New World (together, the New Operating Entity) entered into        
    the New Agreements with Unicom Group or its relevant subsidiaries in      
    respect of the Continuing Connected Transactions on 24 March 2005 to      
    replace the Old Agreements. At the same time, some of the terms of        
    the Continuing Connected Transactions were amended. This announcement     
    provides further information about the Continuing Connected               
    Transactions.                                                             
                                                                              
    A circular containing, amongst other things, details of the terms of      
    the Continuing Connected Transactions, letters from the Independent       
    Board Committee and from Lehman Brothers Asia Limited and a notice to     
    Shareholders convening an extraordinary general meeting of the            
    Company to approve, amongst other things, the Continuing Connected        
    Transactions, will be despatched to the Shareholders as soon as           
    possible.                                                                 
                                                                              
                                                                              
    1.                                                                        
    Introduction                                                              
    The Group currently conducts a series of Continuing Connected             
    Transactions with Unicom Group as follows:                                
                                                                              
    (1)                                                                       
    leasing of the CDMA network capacity;                                     
    (2)                                                                       
    supply of telephone cards;                                                
    (3)                                                                       
    procurement of equipment;                                                 
    (4)                                                                       
    interconnection arrangements;                                             
    (5)                                                                       
    roaming arrangements;                                                     
    (6)                                                                       
    mutual provision of premises;                                             
    (7)                                                                       
    leasing of transmission channels;                                         
    (8)                                                                       
    use of international telecommunication network gateway;                   
    (9)                                                                       
    leasing of satellite capacity;                                            
    (10)                                                                      
    cellular subscriber value-added services;                                 
    (11)                                                                      
    `10010' customer services;                                                
    (12)                                                                      
    agency services; and                                                      
    (13)                                                                      
    provision of premises to Unicom New Guoxin.                               
    Each of the above Continuing Connected Transactions has been              
    conducted under a series of Old Agreements entered into between the       
    respective subsidiaries of the Company and Unicom Group or its            
    subsidiaries. These Continuing Connected Transactions are either          
    subject to existing waivers granted by the Hong Kong Stock Exchange       
    (the first of these existing waivers to expire will expire on 31          
    December 2005) or have been approved by the Independent Shareholders.     
    In view of the completion of the merger of Unicom New Century into        
    CUCL and the on-going process of merger of Unicom New World into          
    CUCL, the New Operating Entity entered into the New Agreements under      
    the 2-Step Approach with Unicom Group or its relevant subsidiaries in     
    respect of the Continuing Connected Transactions above on 24 March        
    2005 to replace the Old Agreements. At the same time, some of the         
    terms of the Continuing Connected Transactions were amended. Details      
    of the terms of each of the Continuing Connected Transactions as          
    amended are set out in the third section headed `Information on           
    Continuing Connected Transactions'.                                       
                                                                              
    Unicom Group indirectly holds approximately 77.39% of the issued          
    share capital of the Company, and both Unicom New Horizon and Unicom      
    New Guoxin are wholly-owned subsidiaries of Unicom Group. Unicom          
    Group, Unicom New Horizon and Unicom New Guoxin are connected persons