EXHIBIT 4.49
 CHINA UNICOM (HONG KONG) LIMITED
 (formerly known as
CHINA UNICOM LIMITED  )
 (a company incorporated in Hong Kong with limited liability)
 SHARE OPTION SCHEME
 1. Definitions
  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;Connected Persons
    
    has the meaning ascribed to it in the Listing Rules;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;Eligible Participant
    
    means any employee of the Company or any subsidiary
including (without limitation) any executive director
in the employment of the Company or any subsidiary, or
any of the Non-executive Directors;Group
    
    means the Company and its subsidiaries;




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financial year
    
    means a year or other period for which the Companys
consolidated accounts are made up;Grantee
    
    means any Eligible Participant 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 exercise any such Option
in consequence of the death of the original Grantee
or, if necessary, in the case of Incapacity, the
Eligible Participant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;Listing Rules
    
    means the Rules Governing the Listing of Securities on
the Stock Exchange;Mandatory 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;Non-executive Director(s)
    
    means the non-executive directors of the Company which
include the independent non-executive directors of the
Company;Offer Date
    
    means the date on which an Option is offered to an
Eligible Participant;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 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;
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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 3 shall only refer to the
original 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 6;substantial shareholder
    
    has the meaning ascribed to it under the Listing Rules;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 7.3(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.
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2. Purpose
  3. Conditions
  4. Duration and Administration
   5. Grant of Options
   (a)
    
    after a price sensitive event has occurred or a price sensitive matter has been the subject
of a decision, until such price sensitive information has been published in the newspapers; or(b)
    
    during the period of one month immediately preceding the earlier of:
 (i)
    
    the date of the board meeting (as such date is first notified to
the Stock Exchange in accordance with paragraph 12 of the Companys Listing
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Agreement with the Stock Exchange) for the approval of the Companys interim or
annual results; and(ii)
    
    the deadline for the Company to publish its interim or annual results under the Listing Agreement,
 and ending on the date of the results announcement.
    6. Subscription Price
  (a)
    
    the closing price of the Shares on the Stock Exchange as stated in the Stock Exchanges
quotation sheets on the relevant Offer Date in respect of such Option;(b)
    
    the average closing price of the Shares on the Stock Exchange as stated in the Stock
Exchanges quotation sheets for the five trading days immediately preceding the relevant Offer
Date; and(c)
    
    the nominal value of the Shares.
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7. Exercise of Options
    (a)
    
    in the event of the Grantee ceasing to be an Eligible Participant for any reason other than
his death, retirement, Incapacity, Mandatory Transfer or on one or more of the grounds
specified in Clauses 8.1(d) or 8.1(e) 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 relevant member of the Group whether salary is
paid in lieu of notice or not. All the Effective Options which have not been exercised on or
before 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 Eligible Participant only for the reason
of an internal transfer to another member of the Group;(b)
    
    in the event of the death of the original Grantee and none of the events under Clauses 8.1(d)
or 8.1(e) has occurred, all the Options granted to the Grantee shall be vested in the Grantee automatically on the date of death, and the lawful
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 7.3(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 7.3(h). Any such
Options which have not been exercised by 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
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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 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
7.3(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
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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
Clauses 8.1(d) or 8.1(e) 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 Clauses 8.1(d) or 8.1(e)
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 7.3(h) below to extend the Option Period of any such Effective Option or
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 7.3(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
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(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 5.3 and as may be subsequently modified in accordance with the 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.
   8. Lapse of Option
  (a)
    
    the expiry of the Option Period (as extended pursuant to Clause 7.3(h), if applicable);(b)
    
    the expiry of any of the periods referred to in Clause 7.3 (a), (b), (c), (e) and (g);(c)
    
    subject to Clause 7.3(d), the date of the commencement of the winding-up of the Company (as
determined in accordance with the Companies Ordinance);(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, being an employee (including an executive director) of
any member of the Group, ceasing to be such 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 of directors of the relevant member of the Group to the effect that the
employment of a Grantee has or has not been terminated on
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one or more of the grounds specified
in this Clause 8.1(d) shall be conclusive for the purpose of determining whether the
employment of the Grantee will be terminated;(e)
    
    the date on which the Board resolves that the Option of the Grantee shall lapse as a result
of the Board or meeting of the shareholders of the Company having resolved, in accordance with
their respective powers granted under the Articles of Association of the Company or relevant
laws or regulation, that the Grantee, being a Non-executive Director, shall cease to hold the
office of Non-executive Director 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,
or being prohibited by laws or regulation or court order from being a director, or being
reprimanded by the Stock Exchange or the stock exchanges or relevant government authorities of
other jurisdictions outside Hong Kong; or(f)
    
    the date on which the Grantee commits a breach of Clause 7.1.
 9. Maximum number of Shares available for Subscription
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10. Grant of Options to Connected Persons
   (a)
    
    representing in aggregate over 0.1 per cent. of the issued share capital of the Company from
time to time; and(b)
    
    having an aggregate value, based on the closing price of the Shares as stated in the Stock
Exchanges daily quotations sheet at the date of each grant, in excess of HK$5 million,
  11. Cancellation
    12. Reorganisation of Capital Structure
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(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 with respect to the Board Lot if the Option is being
exercised in part,
   13. Share Capital
  14. Disputes
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(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.
 15. Alteration of the Scheme
    16. Termination
  17. Miscellaneous
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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.
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CONTENTS
 Clause
    
    
    Page1.
    
    Definitions
    
    
    12.
    
    Purpose
    
    
    43.
    
    Conditions
    
    
    44.
    
    Duration and Administration
    
    
    45.
    
    Grant of Options
    
    
    46.
    
    Subscription Price
    
    
    57.
    
    Exercise of Options
    
    
    68.
    
    Lapse of Option
    
    
    99.
    
    Maximum number of Shares available for Subscription
    
    
    1010.
    
    Grant of Options to Connected Persons
    
    
    1111.
    
    Cancellation
    
    
    1112.
    
    Reorganisation of Capital Structure
    
    

1113.
    
    Share Capital
    
    
    1214.
    
    Disputes
    
    

1215.
    
    Alteration of the Scheme
    
    
    1316.
    
    Termination
    
    
    1317.
    
    Miscellaneous
    
    
    13




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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)
 SHARE OPTION SCHEME