Exhibit 4.48
 CHINA UNICOM (HONG KONG) LIMITED
 (formerly known as
CHINA UNICOM LIMITED
 (a company incorporated in Hong Kong with limited liability)
 PRE-GLOBAL OFFERING SHARE OPTION SCHEME
 1.
    
    Definitions1.1
    
    In the Scheme the following expressions have the following meanings:
 associate
    
    has the meaning ascribed to it in the Listing RulesAuditors
    
    means the auditors for the time being of the Company;Board
    
    means the board of directors from time to time of the
Company or a duly authorised committee thereof;Board Lot
    
    means the board lot in which Shares are traded on the
Stock Exchange from time to time;Companies Ordinance
    
    means the Hong Kong Companies Ordinance (Chapter 32 of
the laws of Hong Kong (as amended from time to time));Company
    
    means China Unicom (Hong Kong) Limited
(CHINESE CHARACTERS) (formerly known
as China Unicom Limited
(CHINESE CHARACTERS)), a
company incorporated in Hong Kong with limited
liability;Effective Date
    
    means the date on which the Scheme becomes
unconditional;Effective Options
    
    Options granted pursuant to the Scheme and vested in
the Grantee according to the relevant Vesting
Schedule;Employee
    
    means any employee of the Company or any Subsidiary
including (without limitation) any executive director
in the employment of the Company or any Subsidiary;financial year
    
    means a year or other period for which the Companys
consolidated accounts are made up;Grantee
    
    means any Employee who accepts the offer of the grant
of any Option in accordance with the terms of the
Scheme or (where the context so permits) a person who
is entitled to
 SYYN




---



##### 



exercise any such Option in consequence
of the death of the original Grantee or, if necessary,
in the case of Incapacity, the Employees legal
successors, lawful attorney or legal representative;HK$
    
    means Hong Kong dollars.Incapacity
    
    means permanent and entire incapacity, whether or not
caused during work, as determined in accordance with
the standard formulated by the Company;Issue Price
    
    means the final price per Share (exclusive of brokerage and Stock Exchange transaction
levy) to be agreed between the Company, Morgan Stanley Dean Witter Asia Limited and China
International Capital Corporation Limited at which Shares are to be sold under the proposed public
offering of
the Shares in Hong Kong;Listing Rules
    
    means the Rules Governing the Listing of
Securities on the Stock ExchangeMandatory Moratorium
    
    means any prohibition on the exercise of any
Effective Option, the imposition of which is not
made by nor within the control of the Company.
For the avoidance of doubt and by way of
illustration, this includes any mandatory
prohibition on the exercise of any Option
imposed by the central government of the
Peoples Republic of China;Mandatory Moratorium 
Period
    
    means the period of time during which an
Effective Option is subject to a Mandatory
Moratorium;Mandatory Transfer
    
    means a termination of employment by a member of
the Group of a Transferred Personnel;Offer Date
    
    means the date on which an Option is offered to
an Employee;Option
    
    means a right to subscribe for Shares granted
pursuant to the terms of the Scheme;Option Period
    
    means, in respect of any particular Option, the
period to be determined and notified by the
Board to each Grantee during which the Grantee
may exercise such Option in accordance with the
terms of the Scheme. Such period may commence
on a day after the second anniversary of the
Offer Date and in any event shall end not later
than 10 years from the Offer Date but subject to
the provisions for early termination thereof
contained herein;
 Page 2




---



##### 



Scheme
    
    means this share option scheme in its present
form or as amended from time to time (except
that references to the Scheme in Clause 2 shall
only refer to the original pre-global offering
share option scheme as adopted on 1 June 2000);Shares
    
    means shares of HK$0.10 each in the share
capital of the Company (or of such other nominal
amount as may result from a sub-division,
consolidation, reclassification or
reconstruction of such share capital from time
to time);Stock Exchange
    
    means The Stock Exchange of Hong Kong Limited;Subscription Price
    
    means the price per Share at which a Grantee may
subscribe for Shares on the exercise of an
Option as described in Clause 5;Subsidiary
    
    means a company which is for the time being and
from time to time a subsidiary (within the
meaning of section 2(4) of the Companies
Ordinance) of the Company whether incorporated
in Hong Kong or elsewhere;Transferred Personnel
    
    means such personnel who are transferred due to
reasons which are beyond their control, and in
respect of whom such transfer is mandatory. This
includes a transfer to entities outside the
Group which is initiated by the central
government of the Peoples Republic of China.
All the other personnel who are transferred
shall not be regarded as Transferred Personnel
but will be regarded as a personnel who has left
the service, and will be treated in accordance
with Clause 6.3(a) of this Scheme. The Board
shall be responsible for the determination of
the Transferred Personnel; andVesting Schedule
    
    means the arrangement whereby Options granted at
a particular time can be exercised in one lot or
in batches in accordance with a pre-determined
timetable as set out in the relevant grant
letter.
    Page 3




---



##### 



2.
    
    Conditions
  3.
    
    Duration and Administration
   4.
    
    Grant of Option
     Page 4




---



##### 



5.
    
    Subscription Price
  6.
    
    Exercise of Options
    (a)
    
    in the event of the Grantee ceasing to be an Employee for any reason other than his death,
retirement, Incapacity, Mandatory Transfer or on one or more of the grounds specified in
Clause 7.1(d) leading to a lapse of the Option, the Grantee may exercise all the Effective
Options granted to him at the date of cessation of his employment or office (to the extent not
already exercised) on the date of such cessation, which date shall be the last actual working
day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or
not. All the Effective Options which have not been exercised on the date of cessation of
employment will lapse automatically on the date immediately after such cessation and such
Options shall in no circumstances be exercisable. For the avoidance of doubt, a Grantee does
not cease to be an Employee only for the reason of an internal transfer to a Subsidiary;(b)
    
    in the event of the death of the original Grantee and none of the events under Clause 7.1(d)
has occurred, all the Options granted to the Grantee shall be vested in the Grantee
automatically on the date of death, and the lawful
 Page 5




---



##### 



successors of the Grantee shall be entitled within anytime from the date of death to the
earlier of (i) 12 months after the date of death and (ii) the end of the Option Period to
exercise all the Options in full (to the extent not already exercised, PROVIDED THAT where
the Board has exercised its power under Clause 6.3(h) below to extend the Option Period of
any such Option, then the successors of the Grantee may exercise the affected Option(s) for
an additional period, being that notified by the Board under Clause 6.3(h)). Any such
Options which are not exercised within the applicable time determined as aforesaid shall
lapse automatically. The legal successors to the above Options shall be limited to legal
representatives of the deceased Grantee or persons who are entitled to inherit the rights
of exercise of the deceased Grantee under this Scheme by will or by law of succession;(c)
    
    if a general offer (whether by way of take-over offer, share repurchase offer or scheme of
arrangement or otherwise in like manner) is made to all the holders of Shares (or all such
holders other than the offeror and/or any person controlled by the offeror and/or any person
acting in association or in concert with the offeror) the Company shall use its best
endeavours to procure that such offer is extended to all the Grantees (on the same terms
mutatis mutandis, and assuming that they will become, by the exercise in full of the Options
granted to them, shareholders of the Company). If such offer, having been approved in
accordance with applicable laws and regulatory requirements becomes or is declared
unconditional, the Grantee shall be entitled to exercise the Option in full (to the extent not
already exercised) at any time within 21 days after the date on which such general offer
becomes or is declared unconditional;(d)
    
    in the event of an effective resolution being passed for the voluntary winding-up of the
Company or an order of Court is made for the winding-up of the Company, the Grantee may by
notice in writing to the Company within 21 days after the date of such resolution elect to be
treated as if the Option (to the extent not already exercised) had been exercised immediately
before the passing of such resolution either to its full extent or to the extent specified in
the notice, such notice to be accompanied by a remittance for the full amount of the aggregate
Subscription Price for the Shares in respect of which the notice is given, whereupon the
Grantee will be entitled to receive out of the assets available in the liquidation pari passu
with the holders of Shares such sum as would have been received in respect of the Shares the
subject of such election;(e)
    
    if, pursuant to the Companies Ordinance, a compromise or arrangement between the Company and
its members or creditors is proposed for the purposes of or in connection with a scheme for
the reconstruction of the Company or its amalgamation with any other company or companies, the
Company shall give notice thereof to all Grantees (together with a notice of the existence of
the provisions of this Clause) on the same date as it despatches to each member or creditor of
the Company a notice summoning the meeting to consider such a compromise or arrangement, and
thereupon each Grantee shall be entitled to exercise all or any of his Options in whole or
 Page 6




---



##### 



in part at any time prior to 12 noon on the day immediately preceding the date of the
meeting directed to be convened by the Court for the purposes of considering such
compromise or arrangement. With effect from the date of such meeting, the rights of all
Grantees to exercise their respective Options shall forthwith be suspended. Upon such
compromise or arrangement becoming effective, all Options shall, to the extent that they
have not been exercised, lapse and determine. The Board shall endeavour to procure that
the Shares issued as a result of the exercise of Options under this Clause 6.3(e) shall for
the purposes of such compromise or arrangement form part of the issued share capital of the
Company on the effective date thereof and that such Shares shall in all respects be subject
to such compromise or arrangement. If for any reason such compromise or arrangement is not
approved by the Court (whether upon the terms presented to the Court or upon any other
terms as may be approved by such Court) the rights of Grantees to exercise their respective
Options shall with effect from the date of the making of the order by the Court be restored
in full and shall thereupon become exercisable (but subject to the other terms of the
Scheme) as if such compromise or arrangement had not been proposed by the Company and no
claim shall lie against the Company or any of its officers for any loss or damage sustained
by any Grantee as a result of the aforesaid suspension;(f)
    
    in the event of the retirement or Incapacity of the Grantee and none of the events under
Clause 7.1(d) has occurred, all the Options granted to the Grantee shall continue to vest in
the Grantee according to the relevant Vesting Schedule, and the Grantee may exercise all
Effective Options vested in him according to the Vesting Schedule within the Option Period;(g)
    
    in the event of a Mandatory Transfer and none of the events under Clause 7.1(d) has occurred:
 (i)
    
    the Transferred Personnel may exercise all Effective Options
vested in him on or before the date of the Mandatory Transfer (which date shall
be the last actual working day of the Transferred Personnel with the relevant
member of the Group whether salary is paid in lieu of notice or not); and(ii)
    
    in relation to Options granted to the Transferred Personnel which
have not vested in him on or before the date of the Mandatory Transfer (Unvested
Options), the Board shall have the right to vest such number of Unvested Options
in the Transferred Personnel (Effective Unvested Options) on the date of the
Mandatory Transfer as the Board may decide in its absolute discretion,
 and the Transferred Personnel may exercise all the Effective Options (to the extent not
already exercised) and the Effective Unvested Options at any time from the date of the
Mandatory Transfer to the earlier of (i) 12 months after the date of the Mandatory Transfer
and (ii) the end of the Option Period, PROVIDED THAT where the Board has exercised its
power under Clause 6.3(h) below to extend the Option Period of any such Effective Option or
 Page 7




---



##### 



Effective Unvested Option, then the Transferred Personnel may exercise the affected
Effective Option(s) and/or Effective Unvested Option(s) for an additional period, being
that notified by the Board under Clause 6.3(h). All the Options which are not Effective
Options or not Effective Unvested Options will lapse automatically on the date immediately
after the date of such Mandatory Transfer. All the Effective Options and Effective Unvested
Options which have not been exercised by the applicable time determined as aforesaid shall
lapse automatically; and(h)
    
    in the event that a Mandatory Moratorium is imposed in respect of any Effective Option during
its Option Period (being the Option Period notified by the Board to the Grantee at the time of
grant pursuant to Clause 4.3 and as may be subsequently modified in accordance with other
terms of this Scheme), the Board shall have the power to extend the Option Period of the
affected Effective Option by such period (which shall not exceed the aggregate Mandatory
Moratorium Period to which the relevant Effective Option is at that time known to the Board to
have been and/or will be subject) as the Board shall in its absolute discretion determine, by
giving notice thereof to the relevant Grantee.
   7.
    
    Lapse of Option
  (a)
    
    the expiry of the Option Period (as extended pursuant to Clause 6.3(h), if applicable);(b)
    
    the expiry of any of the periods referred to in Clause 6.3 (a), (b), (c), (e) and (g);(c)
    
    subject to Clause 6.3(d), the date of the commencement of the winding- up of the Company (as
determined in accordance with the Companies Ordinance);
 Page 8




---



##### 



(d)
    
    the date on which the Board resolves that the Option of the Grantee shall lapse and not be
exercisable as a result of the Grantee ceasing to be an Employee by reason of the summary
termination of his employment on any one or more of the grounds that he has been guilty of
misconduct, or has been convicted of any criminal offence involving his integrity or honesty.
A resolution of the Board or the board of directors of the relevant Subsidiary to the effect
that the employment of a Grantee has or has not been terminated on one or more of the grounds
specified in this Clause 7.1(d) shall be conclusive for the purpose of determining whether the
employment of the Grantee will be terminated; or(e)
    
    the date on which the Grantee commits a breach of Clause 6.1.
 8.
    
    Maximum number of Shares available for Subscription
    9.
    
    Cancellation
   10.
    
    Reorganisation of Capital Structure
  Page 9




---



##### 



(a)
    
    the number or nominal amount of Shares, the subject matter of the Option (insofar as it is
unexercised); and/or(b)
    
    the aggregate number of Shares subject to outstanding Options; and/or(c)
    
    the Subscription Price; and/or(d)
    
    the method of exercise of the Option,
   11.
    
    Share Capital
  12.
    
    Disputes
   Page 10




---



##### 



(a)
    
    The appointing authority shall be the Hong Kong International Arbitration Centre (HKIAC).(b)
    
    The place of arbitration shall be in Hong Kong at the HKIAC.(c)
    
    There shall be only one arbitrator.(d)
    
    The language(s) to be used in the arbitral proceedings shall be English.
 13.
    
    Alteration of the Scheme
    14.
    
    Termination
  15.
    
    Miscellaneous
   Page 11




---



##### 



th
  (a)
    
    by the Company shall be deemed to have been served 24 hours after the same was put in the
post; and(b)
    
    by the Grantee shall not be deemed to have been received until the same shall have been
received by the Company.
    Page 12




---



##### 



CONTENTS
 Clause
    
    
    Page1.
    
    Definitions
    
    12.
    
    Conditions
    
    43.
    
    Duration and Administration
    
    44.
    
    Grant of Option
    
    45.
    
    Subscription Price
    
    56.
    
    Exercise of Options
    
    57.
    
    Lapse of Option
    
    88.
    
    Maximum number of Shares available for Subscription
    
    99.
    
    Cancellation
    
    910.
    
    Reorganisation of Capital Structure
    
    911.
    
    Share Capital
    
    1012.
    
    Disputes
    
    1013.
    
    Alteration of the Scheme
    
    1114.
    
    Termination
    
    1115.
    
    Miscellaneous
    
    11




---



##### 



ADOPTED BY ORDINARY RESOLUTION
OF THE COMPANY ON 1 JUNE 2000 AND
AMENDED BY ORDINARY RESOLUTION
OF THE COMPANY ON 13 MAY 2002, 11 MAY 2007 AND 26 MAY 2009
 CHINA UNICOM (HONG KONG) LIMITED
 (formerly
known as
 CHINA UNICOM LIMITED
 (a company incorporated in Hong Kong with limited liability)
 PRE-GLOBAL OFFERING SHARE OPTION SCHEME