EXHIBIT 4.50
 CHINA UNICOM (HONG KONG) LIMITED
 SPECIAL PURPOSE UNICOM SHARE OPTION SCHEME
 (APPROVED BY AN ORDINARY RESOLUTION OF THE
COMPANY ON 16 SEPTEMBER 2008
AND EFFECTIVE FROM 15 OCTOBER 2008 AND
AMENDED BY ORDINARY RESOLUTION OF THE
COMPANY ON 26 MAY 2009)




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Contents
 Page1. Definitions
    
    
    12. Eligibility of Participants
    
    
    43. Number of Shares Subject to this Scheme
    
    
    44. Grant of Options
    
    
    55. Exercise of Options and Proceeds
    
    
    56. Rights on Cessation of Employment
    
    
    87. Rights on Death
    
    
    98. Rights on Loss of Capacity
    
    
    99. Change of Control
    
    
    910. Amendments to and Termination of this Scheme
    
    
    1011. Cancellation of the Options
    
    
    1012. Ranking of Shares
    
    
    1013. Duration of this Scheme
    
    
    1114. General
    
    
    11




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CHINA UNICOM (HONG KONG) LIMITED
 SPECIAL PURPOSE UNICOM SHARE OPTION SCHEME
  1. Definitions
  2004 Netcom Options
    
    means the Netcom Options granted by Netcom on 22
October 2004 pursuant to the Netcom Share Option
Scheme;2005 Netcom Options
    
    means the Netcom Options granted by Netcom on 6
December 2005 pursuant to the Netcom Share Option
Scheme;Adjustable Options
    
    has the meaning given to it in Clause 5(3);Board
    
    means the board of directors of the Company;change of control
    
    has the meaning given to it in Clause 9;Companies Ordinance
    
    means the Companies Ordinance (Chapter 32 of the
Laws of Hong Kong), as amended from time to time;Company
    
    means China Unicom (Hong Kong) Limited, a company
incorporated in Hong Kong whose Shares are listed
on the Hong Kong Stock Exchange and whose American
depositary shares are listed on the New York Stock
Exchange, Inc.;County Branch
Companies
    
    means the branch companies of the Provincial
Companies located in various counties;Effective Options
    
    means Options granted pursuant to this Scheme,
irrespective of whether such Options are
exercisable in accordance with the relevant Vesting
Schedule;Eligible Participants
    
    means the holders of Netcom Options outstanding as
at the Netcom Scheme Record Time, being directors,
chief executives or Middle-to-Senior Management or
Specialised Professionals of Netcom or its
Subsidiaries;
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Exercise Date
    
    means the calendar day on which Shares can be
subscribed for where the requirements under this
Scheme are satisfied. If Shares are not traded on
the Hong Kong Stock Exchange on a particular
Exercise Date, the Exercise Date shall be postponed
to the next calendar day on which Shares are traded
on the Hong Kong Stock Exchange;Exercise Price
    
    means the price per Share, determined in accordance
with Clause 4(3) of this Scheme, which is payable
by a grantee for the subscription of Shares as a
result of an exercise of Options in accordance with
this Scheme;First Tier
    
    has the meaning given to it in Clause 5(1)(a) or
Clause 5(2)(a) (as the case may be);Fourth Tier
    
    has the meaning given to it in Clause 5(1)(d) or
Clause 5(2)(d) (as the case may be);HK$
    
    means Hong Kong dollars, the lawful currency of
Hong Kong;Hong Kong
    
    means the Hong Kong Special Administrative Region
of the Peoples Republic of China;Hong Kong Stock
Exchange
    
    means The Stock Exchange of Hong Kong Limited;Listing Rules
    
    means the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited;Mandatory Moratorium
    
    means any prohibition on the exercise of any Option
which would otherwise be exercisable, 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 Option is
subject to a Mandatory Moratorium;Middle-to-Senior
Management
    
    means general manager or management staff with
equivalent rank or above at various Provincial
Companies or County Branch Companies of Netcom;Netcom
    
    means China Netcom Group Corporation (Hong Kong)
Limited, a company incorporated in Hong Kong and a
wholly-owned subsidiary of the Company with effect
from the Netcom Scheme Effective Date;
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Netcom Options
    
    means the right to subscribe for shares in the
capital of Netcom in accordance with the Netcom
Share Option Scheme and comprise the 2004 Netcom
Options and the 2005 Netcom Options;Netcom Scheme
Effective Date
    
    means the date on which the Netcom Scheme of
Arrangement becomes effective in accordance with
its terms;Netcom Scheme of
Arrangement
    
    means the scheme of arrangement under Section 166
of the Companies Ordinance between Netcom and its
shareholders involving, among other things, the
cancellation of all the issued shares of Netcom;Netcom Scheme Record
Time
    
    means 5:00 p.m. (Hong Kong time) on 14 October 2008;Netcom Share Option
Scheme
    
    means the Share Option Scheme for Middle-to-Senior
Management of China Netcom Group Corporation (Hong
Kong) Limited adopted by Netcom on 30 September
2004, as amended from time to time;Options
    
    means the right to subscribe for Shares at the
Exercise Price in accordance with this Scheme,
granted pursuant to this Scheme;Options Effective Term
    
    means the period commencing from the Netcom Scheme
Effective Date to the date on which Options lapse
in accordance with the terms of this Scheme;Provincial Companies
    
    means the subsidiaries or branch companies of
Netcom located in various provinces, autonomous
regions and municipalities of the Peoples Republic
of China;Remuneration Committee
    
    means the committee established by the Board, with
primary duties to formulate remuneration policies
and is responsible for dealing with all matters
relating to this Scheme as authorised by the Board;
its members are appointed by the Board with terms
of office determined by the Board and the Board has
the power to remove any member at any time;this Scheme
    
    means the Special Purpose Unicom Share Option
Scheme of China Unicom (Hong Kong) Limited;Scheme Effective Term
    
    means the period commencing on the Netcom Scheme
Effective Date and ending on 30 September 2014
(inclusive), being the date falling 10 years after
the date on which the Netcom Share Option Scheme
was adopted, unless the Board terminates this
Scheme in accordance with its power under the terms
of this Scheme;Second Tier
    
    has the meaning given to it in Clause 5(1)(b) or
Clause 5(2)(b) (as the case may be);
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Share Exchange Ratio
    
    means the exchange ratio of 1.508 Shares for each
share of Netcom under the Netcom Scheme of
Arrangement;Shares
    
    means ordinary shares of HK$0.10 each in the share
capital of the Company;Special Purpose 2004
Unicom Options
    
    has the meaning given to it in Clause 5(1);Special Purpose 2005
Unicom Options
    
    has the meaning given to it in Clause 5(2);Specialised
Professionals
    
    means professionals or management staff or
technical or marketing staff holding important
positions of Netcom or its Subsidiaries who are
important to the development of Netcoms business;Subsidiaries
    
    means the branch companies or subsidiaries of
Netcom or joint venture companies with legal person
status in which Netcom has invested. The
definitions of subsidiaries in the Companies
Ordinance shall govern the relevant percentages of
shareholding or voting right control that Netcom
shall have in these companies;Third Tier
    
    has the meaning given to it in Clause 5(1)(c) or
Clause 5(2)(c) (as the case may be); andVesting 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.
 2. Eligibility of Participants
  3. Number of Shares Subject to this Scheme
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4. Grant of Options
    Number of Options = A x B
 Exercise Price = C / A
  A
 B
 C
   5. Exercise of Options and Proceeds
 Special Purpose 2004 Unicom Options
 (a)
    
    100% of the Special Purpose 2004 Unicom Options granted in
respect of the outstanding 2004 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 17 May
2006 to 16 November 2010 may be exercised at any time from the Netcom Scheme
Effective Date to 16 November 2010 (the First Tier);
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(b)
    
    100% of the Special Purpose 2004 Unicom Options granted in
respect of the outstanding 2004 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 17 May
2007 to 16 November 2010 may be exercised at any time from the Netcom Scheme
Effective Date to 16 November 2010 (the Second Tier);(c)
    
    100% of the Special Purpose 2004 Unicom Options granted in
respect of the outstanding 2004 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 17 May
2008 to 16 November 2010 may be exercised at any time from the Netcom Scheme
Effective Date to 16 November 2010 (the Third Tier); and(d)
    
    100% of the Special Purpose 2004 Unicom Options granted in
respect of the outstanding 2004 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 17 May
2009 to 16 November 2010 may be exercised at any time from 17 May 2009 to 16
November 2010 (the Fourth Tier).
 Special Purpose 2005 Unicom Options
 (a)
    
    100% of the Special Purpose 2005 Unicom Options granted in
respect of the outstanding 2005 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 6
December 2007 to 5 December 2011 may be exercised at any time from the Netcom
Scheme Effective Date to 5 December 2011 (the First Tier);(b)
    
    100% of the Special Purpose 2005 Unicom Options granted in
respect of the outstanding 2005 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 6
December 2008 to 5 December 2011 may be exercised at any time from 6 December
2008 to 5 December 2011 (the Second Tier);(c)
    
    100% of the Special Purpose 2005 Unicom Options granted in
respect of the outstanding 2005 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 6
December 2009 to 5 December 2011 may be exercised at any time from 6 December
2009 to 5 December 2011 (the Third Tier); and
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(d)
    
    100% of the Special Purpose 2005 Unicom Options granted in
respect of the outstanding 2005 Netcom Options held by the Eligible
Participants at the Netcom Scheme Record Time which are exercisable from 6
December 2010 to 5 December 2011 may be exercised at any time from 6 December
2010 to 5 December 2011 (the Fourth Tier).
 Adjustable
Options
   (a)
    
    the annual performance review of the Company for the year
preceding the commencement of the relevant tier shows that the Company is
unable to meet the performance review targets;(b)
    
    the issuance of a negative opinion by the Companys accountants
or the Companys accountants being unable to issue an opinion on the financial
reports in respect of the year preceding the commencement of the relevant tier;
or(c)
    
    where the Supervisory Panel or the audit authorities for
State-owned enterprises of the State Council have raised material objections to
the results or the annual report of the Company in respect of the year
preceding the commencement of the relevant tier.
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6. Rights on Cessation of Employment
    Page 8




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7. Rights on Death
  8. Rights on Loss of Capacity
  9. Change of Control
 change of control
  change of control
 
    
    the acquiring person(s), entity(ies) or organisation(s) is/are connected with the
Company within the definition of the Companies Ordinance;
    
    the Shares or the voting rights, as the case may be, are acquired by the Company;
    
    the Shares or the voting rights, as the case may be, are acquired by the employee
share option scheme established or supervised by the Company (or by the related trust
funds);
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10. Amendments to and Termination of this Scheme
        11. Cancellation of the Options
   12. Ranking of Shares
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pari passu
 13. Duration of this Scheme
  14. General
     Page 11