Exhibit 4.47




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1. FORM OF MERGER
    
    
    52. MERGER REFERENCE DATE AND EFFECTIVE DATE OF MERGER
    
    
    53. PROFILE OF UNICOM OPERATING COMPANY AFTER COMPLETION OF MERGER
    
    
    64. MERGER OF ASSETS
    
    
    75. SCHEME FOR SUCCESSION OF CREDITORS RIGHTS AND LIABILITIES
    
    
    86. INSTITUTIONAL MERGER
    
    
    87. ALLOCATION OF EMPLOYEES
    
    
    88. AGREEMENT AND THE UNDERTAKING OF AGREEMENT
    
    
    89. SUCCESSION OF LITIGATION
    
    
    910. TAXES AND EXPENSES
    
    
    911. PREREQUISITE FOR MERGER TO TAKE EFFECT
    
    
    912. REPRESENTATIONS AND WARRANTIES
    
    
    913. APPLICABLE LAWS AND RESOLUTION OF DISPUTES
    
    
    1014. NOTICE
    
    
    1015. INTEGRAL AGREEMENT
    
    
    1116. SEVERABILITY
    
    
    1117. AMENDMENT
    
    
    1118. COPY OF AGREEMENT
    
    
    1219. FORCE MAJEURE
    
    
    1220. SUCCESSION AND TRANSFER OF RESPONSIBILITIES AND RIGHTS UNDER THE AGREEMENT
    
    
    1221. DEFAULT AND REMEDIES
    
    
    1222. TITLES AND HEADINGS
    
    
    12
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(1)
    
    On May 24, 2008, the Ministry of Industry and Information Technology (MIIT), the National
Development and Reform Commission (NDRC) and the Ministry of Finance jointly issued the
Announcement on Deepening the Reform of the Structure of the Telecommunications Sector.
Pursuant to such Announcement, the Chinese Government will continue to deepen the reform of
the structure of the telecommunications sector, supporting the formation of three
telecommunications services providers of comparable scale and standing, each with nationwide
network resources, full-service capabilities and competitive strength, in order to help
optimize the allocation of telecommunications resources and foster market competition. As a
part of the restructuring in the telecommunication sector, China Unicom Limited (hereinafter
referred to Unicom Red-chip Company) and Netcom Red-chip Company merged (hereinafter
referred to Red-chip Company Merger) by way of agreement arrangement. After the completion
of the Red-chip Company Merger, China Unicom Limited is changed to China Unicom (Hong Kong)
Limited (namely New Unicom Red-chip Company). The Red-chip Company Merger took effect on
October 15, 2008.(2)
    
    After the Red-chip Company Merger took effect, New Unicom Red-chip Company holds 100% of the
equity interest of Netcom Red-chip Company, which holds 100% of
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the equity interest of Netcom Operating Company, and New Unicom Red-chip Company holds 100% of
the equity interest of Unicom Operating Company;(3)
    
    Unicom Operating Company is a foreign invested enterprise incorporated under the PRC law and
legally continuing its operations. Its business scope is as follows: operating fixed-line
local telephone service (including local wireless loop), public telegraphy and user telegraphy
service, domestic communications facilities service in 10 provinces, cities and autonomous
regions including Beijing, Tianjin, Liaoning, Hebei, Shandong, Henan, Shanxi, Jilin, Inner
Mongolia and Heilongjiang; operating nationwide fixed-line domestic long distance telephone
service, fixed-line international long distance telephone service, IP telephone service
(limited to Phone-Phone service), 900/1800MHz GSM 2G digital cellular mobile communications
service, Internet data transmission service, international data communications service, and
26GHz wireless access service; and operating 3.5GHz wireless access service in Beijing,
Shanghai, Tianji, Hebei (excluding Shijiazhuang), Shanxi, Inner Mongolia, Liaoning, Jilin,
Harbin, Hefei, Nanchang, Shandong (excluding Jinan and Qingdao), Zhengzhou, Hunan, Guangdong,
Guangxi, Haikou, Sichuan, Guizhou, Yunnan (excluding Kunming), Shaanxi, Xining, Ningxia and
Xinjiang. It operates domestic Very Small Aperture Terminal (VSAT) communications service,
fixed-line domestic data transmission service, Customer Premises Network (CPN) service,
network hosting service, online data processing and transaction processing service, domestic
Internet virtual private network (VPN) service, Internet data center service, voice mailbox
service, facsimile store and forward service, Internet access service and information service
across the country. It operates wireless data transmission service, X.400 e-mail service and
electronic notice service in Internet information service in 10 provinces, cities and
autonomous regions including Beijing, Tianjin, Liaoning, Hebei, Shandong, Henan, Shanxi,
Jilin, Inner Mongolia and Heilongjiang. It operates communications and information service
related system integration, equipment manufacturing and sales, design and engineering service,
technical development, technical service, technical consulting, technical training; sales and
maintenance of pagers and handset accessories; preparation and sales of telecommunications
cards; customer service; property leasing; and editing, publishing and distributing telephone
directories. (As for those services related with license or special regulations of the
country, they must be operated with license or relevant formalities have to be handled
according to such special regulations).(4)
    
    Netcom Operating Company is a foreign invested enterprise incorporated under the PRC law and
legally continuing its operations. Its business scope is as follows: As authorized by China
Netcom (Group) Co., Limited, it operates domestic fixed-line telecommunications network and
facilities (including wireless local loop) service, fixed-line telecommunications network
based voice, data, image, multimedia communications and information service; external
settlement in international telecommunications service and exploration in the international
communications market in 10 provinces, cities and autonomous regions including Beijing,
Tianjin, Hebei, Henan, Liaoning, Shandong, Shanxi, Inner Mongolia, Jilin and Heilongjiang. It
operates communications and information service related system integration,
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technical development, technical service, information consulting, equipment manufacturing and
sales, design and engineering service; property leasing; design, preparation, release and
agency service of various domestic and foreign advertisements; and editing, publishing and
distributing telephone directories.(5)
    
    In order to integrate the telecommunications services of New Unicom Red-chip Company in the
territory of China, Unicom Operating Company will merge with Netcom Operating Company by means
of absorption and merger. After such merger, Unicom Operating Company will continue its
operations, Netcom Operating Company will de dissolved and its legal status will be cancelled.
  1.
    
    FORM OF MERGER1.1
    
    According to terms and conditions of this Agreement, Unicom Operating Company and Netcom
Operating Company agree to conduct this merger by means of absorption and merger, namely
Unicom Operating Company will merge with and absorb Netcom Operating Company. After completion
of this merger, as the absorbing party and continuing party of this merger, Unicom Operating
Company should handle relevant modification registration formalities; as the absorbed party
and discontinuing party of this merger, all the assets, liabilities, rights, businesses and
employees and so on of Netcom Operating Company will enter Unicom Operating Company meanwhile
Unicom Operating Company will handle cancellation registration formalities of Netcom Operating
Company;1.2
    
    As a wholly-owned subsidiary of New Unicom Red-chip Company, Netcom Red-chip Company agrees
to transfer all its rights in Unicom Operating Company after this merger to New Unicom
Red-chip Company or vest them in New Unicom Red-chip Company without obligation. Namely after
completion of this merger, New Unicom Red-chip Company will hold all equity interests of
Unicom Operating Company after this merger, and Unicom Operating Company will become a
wholly-owned subsidiary of New Unicom Red-chip Company.2.
    
    MERGER REFERENCE DATE AND EFFECTIVE DATE OF MERGER2.1
    
    The merger reference date for this merger is December 31, 2008, all the parties agree to
handle property transfer formalities and handover of this merger on the basis of the audited
financial statements on the same day of the merger reference date.2.2
    
    On the merger reference date and prior to such date, all businesses, assets and all their
resulting gains and losses of Unicom Operating Company and Netcom Operating Company will be
shared and undertaken respectively by them. Following the merger reference date, all
businesses, assets and all their resulting gains and losses of Unicom Operating Company and
Netcom Operating Company will be shared and undertaken by Unicom Operating Company according
to law.2.3
    
    All the parties under this Agreement hereby confirm that the effective date of the merger is
January 1, 2009 subject to satisfaction of all prerequisites specified in Article
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11 of this Agreement.
 3.
    
    PROFILE OF UNICOM OPERATING COMPANY AFTER COMPLETION OF MERGER
 Company Name
    
    China United Telecommunications Corporation LimitedOperating Duration
    
    From April 21, 2000 to April 20, 2050Legal Representative
    
    Chang XiaobingRegistered Address
    
    Floor 12, Building 1, Henderson Center, 18
Jianguomennei Street, BeijingRegistration Number
    
    100000400008460Total Amount of
Investment
    
    RMB 285,422,055,252 yuanRegistered Capital
    
    RMB 138,091,677,827.69 yuanScope of Business
    
    It operates fixed-line local telephone service
(including local wireless loop), public telegraphy
and user telegraphy service, domestic
communications facilities service in 10 provinces,
cities and autonomous regions including Beijing,
Tianjin, Liaoning, Hebei, Shandong, Henan, Shanxi,
Jilin, Inner Mongolia and Heilongjiang; operating
nationwide fixed-line domestic long distance
telephone service, fixed-line international long
distance telephone service, IP telephone service
(limited to Phone-Phone service), 900/1800MHz GSM
2G digital cellular mobile communications service,
Internet data transmission service, international
data communications service, and 26GHz wireless
access service; and operating 3.5GHz wireless
access service in Beijing, Shanghai, Tianji, Hebei
(excluding Shijiazhuang), Shanxi, Inner Mongolia,
Liaoning, Jilin, Harbin, Hefei, Nanchang, Shandong
(excluding Jinan and Qingdao), Zhengzhou, Hunan,
Guangdong, Guangxi, Haikou, Sichuan, Guizhou,
Yunnan (excluding Kunming), Shaanxi, Xining,
Ningxia and Xinjiang. It operates domestic Very
Small Aperture Terminal (VSAT) communications
service, fixed-line domestic data transmission
service, Customer Premises Network (CPN) service,
network hosting service, online data processing and
transaction processing service, domestic Internet
virtual private network (VPN) service, Internet
data center service, voice mailbox service,
facsimile store and forward service, Internet
access service and information service across the
country. It operates wireless data transmission
service, X.400 e-mail service and electronic notice
service in Internet information service in 10
provinces, cities and autonomous regions including
Beijing, Tianjin, Liaoning, Hebei, Shandong, Henan,
Shanxi, Jilin, Inner Mongolia and Heilongjiang. It
operates communications and information service
related system integration, equipment manufacturing
and sales, design
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and engineering service,
technical development, technical service, technical
consulting, technical training; sales and
maintenance of pagers and handset accessories;
preparation and sales of telecommunications cards;
customer service; property leasing; and editing,
publishing and distributing telephone directories.
(As for those services related with license or
special regulations of the country, they must be
operated with license or relevant formalities have
to be handled according to such special
regulations).
 4.
    
    MERGER OF ASSETS4.1
    
    All assets, including but not limited to fixed assets, current assets and so on owned by,
possessed by or used by Netcom Operating Company will be completely given to Unicom Operating
Company.4.2
    
    Fixed assets
   4.3
    
    Current assets(1)
    
    Current assets of Netcom Operating Company mainly include monetary funds, short-term
investment, receivables and prepaid money and so on shall be given to Unicom Operating
Company.(2)
    
    Specific items in the current assets of Netcom Operating Company are subject to those current
asset items confirmed in the audit report.
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5.
    
    SCHEME FOR SUCCESSION OF CREDITORS RIGHTS AND LIABILITIES5.1
    
    After respectively obtaining the approval of Ministry of Commerce in principle on this merger
scheme by Unicom Operating Company and Netcom Operating Company, they shall implement the
announcement and notice procedure of creditor according to provisions of relevant laws and
regulations, liquidate debts or provide guarantee in advance in accordance with the
requirements of their respective creditors raised within the statutory period (of which, as
for those corresponding rights of holders of enterprise coupons and short term fund-raising
coupons issued by Netcom Operating Company that are still within continuing operations period,
they will be executed according to relevant laws, regulations and procedures specified in
prospectus).5.2
    
    Creditors rights and liabilities of Unicom Operating Company and Netcom Operating Company
will be undertaken by the continuing party after the absorption and merger following the
effective date of the merger namely Unicom Operating Company.5.3
    
    Creditors rights and liabilities of subsidiaries of Unicom Operating Company and Netcom
Operating Company will still be undertaken by their respective subsidiaries.6.
    
    INSTITUTIONAL MERGER6.1
    
    After the effective date of the merger, all functional departments and their branch
institutions of Netcom Operating Company will be merged with corresponding functional
departments of Unicom Operating Company.6.2
    
    Various parties in this merger hereby agree that Netcom Operating Company following this
merger shall make adjustments according to the actual condition of its business development.7.
    
    ALLOCATION OF EMPLOYEES
  8.
    
    AGREEMENT AND THE UNDERTAKING OF AGREEMENT8.1
    
    Agreement in which Netcom Operating Company acts as one party before the effective date of
this Agreement will be undertaken by Unicom Operating Company from the effective date of this
Agreement.8.2
    
    Within 30 days from Unicom Operating Company receives the modified operating license, Unicom
Operating Company shall issue a notice of changing agreement mainbody to all the other parties
in an agreement entered by Netcom Operating Company in accordance with the requirements of
relevant laws and regulations and implement corresponding notice procedure.8.3
    
    During the period from the signature date of this Agreement to the effective date of the
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merger, rights and obligations under relevant contracts signed in the name of Unicom Operating
Company but actually implemented by Netcom Operating Company will be shared and undertaken by
Netcom Operating Company.
 9.
    
    SUCCESSION OF LITIGATION9.1
    
    Prior to the effective of this Agreement, all litigations or arbitrations related with Netcom
Operating Company that are pending or decided but not implemented will be undertaken by Unicom
Operating Company.9.2
    
    Litigations, claims, losses, compensations, payments, expenses and costs related with assets,
rights, liabilities or obligations of Netcom Operating Company that are vested in according to
this Agreement occurred after the effective date of this Agreement shall be the responsibility
of Unicom Operating Company and undertaken by Unicom Operating Company.10.
    
    TAXES AND EXPENSES
  10.1
    
    Taxes and expenses payable irrespective of the effective date of this Agreement that are
related to transferred businesses and assets of Unicom Operating Company.10.2
    
    Taxes and expenses related to operating actives and properties undertaken by Unicom Operating
Company after the effective date of this Agreement.11.
    
    PREREQUISITE FOR MERGER TO TAKE EFFECT
  11.1
    
    New Unicom Red-chip Company and Netcom Red-chip Company have made decision on this merger in
accordance with applicable laws, regulations and rules;11.2
    
    Unicom Operating Company and Netcom Operating Company have executed internal approval
procedures in accordance with applicable laws, regulations and rules;11.3
    
    All parties under this Agreement have implemented the required necessary procedure of
applicable laws and/or binding agreements and documents, including but not limited to the
consent of relevant creditors (if applicable);11.4
    
    Approval of related issues about this merger by Ministry of Commerce and other related
governmental departments.12.
    
    REPRESENTATIONS AND WARRANTIES
    9




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11




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19.
    
    FORCE MAJEURE19.1
    
    Force majeure refers to events that can not be predicted by the affected party, beyond its
control and prevent it from performing its obligations, which include but not limited to
earthquakes, typhoons, explosions, serious fire disasters or other natural calamities,
strikes, changes in law and policy, or any other events that lead to severe consequences or
conflict situations such as wars.19.2
    
    The occurrence of force majeure: If one party under this Agreement cannot fully or partially
perform its obligations due to force majeure, then such party will not be held responsible for
being unable to perform its obligations during the period of force majeure or direct
consequences as a result of force majeure. The parties hereto shall make efforts to minimize
consequences as a result of force majeure.19.3
    
    Notice of force majeure: The affected party shall, upon the occurrence of force majeure,
promptly give the other parties a notice of specific information of force majeure and the
effects on the performance of its obligations under this Agreement; when such force majeure
terminates, the affected party shall promptly give the other parties a notice of the
termination.
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Chang Xiaobing
  Zuo Xunsheng
  Chang Xiaobing
  Zuo Xunsheng
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