**Exhibit11.1**

 

**Codeof Ethics for the Managers**

 

This Code of Ethics applies tothe Chief Executive Officer, President and Vice-President of China UnicomLimited (the “Company”) and each of its subsidiaries, and General Managers andDeputy General Managers of each department, provincial branch and local branchof the Company (together, the “Managers”).

 

**I.Duty of Diligence**

 

Each Manager should workdiligently and faithfully carry out his or her duties to the Company.

 

**II.Honest and Ethical Conduct**

 

**1.**Each Manager must act in the utmost interest of the Company, and never use theCompany’s assets or his or her position or work at the Company to obtain anypersonal benefit for himself or herself, for his or her family, or for anyother person, including the acceptance of commissions;

 

**2.**Each Manager must conduct himself or herself in an honest and ethical manner,and refrain from any conduct that creates a conflict, whether actual orapparent, between the interests of the Manager and the Company;

 

**3.**Each Manager must provide to the Company business opportunities obtained by theuse of corporate property, information, position or work at the Company, andmay not in any way take advantage of such business opportunities for himself orherself, or direct such opportunities to third parties.

 

**III.Compliance with Disclosure Procedures**

 

When making public disclosures,each Manager must strictly adhere to the Company’s relevant disclosureprocedures and the requirements of the Disclosure Committee, and ensure thatsuch disclosure is complete, fair, accurate, timely and clear. Each Managermust always report financial and operating numbers truthfully. Accountfabrication, manipulation and other reporting misconduct are strictlyprohibited. Managers must never disclose information that may have an effect onthe market price of the Company’s securities in a manner not prescribed in theCompany’s relevant disclosure procedures, and must never divulge any businesssecret of the Company.

 

**IV.Protection of the Company’s Assets**

 

All Managers should protect theCompany’s assets and ensure their reasonable use, handle Company assets in acareful and diligent manner and ensure that all Company assets are used onlyfor legitimate business purposes.

 

**V.Compliance with Laws and Regulations**

 

Managers must strictly adhereto all applicable domestic and foreign laws, rules and regulations, includinglaws and regulations prohibiting insider trading (directly or indirectly bytipping others) based on non-public information relating to the Company or anyother company. If a Manager is uncertain about the legality of certain actions,the Manager should consult with the Company’s internal or external counselbefore taking such actions.

 

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**VI.Disciplinary Action for Violations of the Code of Ethics**

 

When a Manager has violated aprovision of this Code, the Company will take disciplinary actions based on thenature of the misconduct and the degree of damage to the Company.

 

The Company’s senior managementand Board of Directors are responsible for the administration andinterpretation of this Code. The Company may, in light of the requirements oflaws and regulations and regulatory agencies, amend the provisions of thisCode. Any employee who becomes aware of any violation by a Manager of this Codeor other Company policies, laws, rules or regulations is required to notify theappropriate persons at the Company based on the circumstances. Employees mayalso report violations to the Disclosure Committee or directly report to theBoard of Directors of the Company by contacting the Company’s Hong KongSecretary (Tel: 852-2121-3220). Any employee who is unsure of whether aManager’s conduct violates this Code or other Company policies, laws, rules orregulations should consult with the appropriate person listed above. TheCompany strictly prohibits retaliation against employees who report possibleviolations of this Code or other Company policies, laws, rules or regulations.

 

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