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Exhibit 4.9
 CHINA UNICOM LIMITED
 
 (a company incorporated in Hong Kong with limited liability)
 SHARE OPTION SCHEME
 Definitions
 1.1
    
    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;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 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;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




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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 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;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;




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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.
    Purpose




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Conditions
  Duration and Administration
   Grant of Options
     (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 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.




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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.
 Exercise of Options




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(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(d) or 8(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(d)
or 8(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). Any such Options which have not been exercised by the expiry of the
12-month period or the Option Period (whichever is earlier) 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;




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(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 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(d) or 8(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; and




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(g)
    
    in the event of a Mandatory Transfer and none of the events under Clauses 8(d) or 8(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.
 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. 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 expiry of the 12-month period or the Option Period
(whichever is earlier), shall lapse automatically.
   Lapse of Option
  (a)
    
    the expiry of the Option Period;




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(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 one or more of the grounds specified
in this Clause 8(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.
 Maximum number of Shares available for Subscription




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Grant of Options to Connected Persons
      Cancellation




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Reorganisation of Capital Structure
  (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,




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Share Capital
  Disputes
   (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.
 Alteration of the Scheme
    Termination




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Miscellaneous
     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
    
    
    33.
    
    Conditions
    
    
    44.
    
    Duration and Administration
    
    
    45.
    
    Grant of Options
    
    
    46.
    
    Subscription Price
    
    
    57.
    
    Exercise of Options
    
    
    58.
    
    Lapse of Option
    
    
    89.
    
    Maximum number of Shares available for Subscription
    
    
    910.
    
    Grant of Options to Connected Persons
    
    
    1011.
    
    Cancellation
    
    
    1012.
    
    Reorganisation of Capital Structure
    
    
    1113.
    
    Share Capital
    
    
    1214.
    
    Disputes
    
    
    1215.
    
    Alteration of the Scheme
    
    
    1216.
    
    Termination
    
    
    1217.
    
    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
AND ON 11 MAY 2007
 CHINA UNICOM LIMITED
 
 (a company incorporated in Hong Kong with limited liability)
 SHARE OPTION SCHEME