**Exhibit 11.2**

**EmployeeCode of Ethics(English Translation)**

## In order to establisha harmonious and stable corporate environment forthe sustainable development of the Company (as defined below) and realize the Company’svision of “building the Company into a first-class internationalintegrated communications and information serviceprovider”, employees of the Company mustadhere to the ethics and **code******of conductin respect to their honesty, credibility and sense of responsibility**,and endeavor to maximize the**interest ofcustomers, shareholders, employeesand the society. All of the above serve as the basisof this Employee Code of Ethics (the “Code ofEthics”).

# **1              General Provisions**

## 1.1.                              Scope ofApplication

### 1.1.1.                     ThisCode of Ethics is necessary to maintain the objectivenessand coordination of internal activities of the Company and important for the Company to convey its corporatespirit, qualityof service and corporate value to its customers, employees, shareholders and society, and must be complied with by all the employees (the“Employees”) of ChinaUnicom Limited and its branch companies andsubsidiaries (the“Company”);

### 1.1.2.                     For Employees governed by the Code of Ethics for Management Personnel, the provisions of the Code of Ethics for Management Personnel shall apply. For provisions not included in the Code of Ethics for Management Personnel but included in this Code of Ethics, such provisions of this Code of Ethics shall apply;

### 1.1.3.                     Service agreements entered into between the Company and any staffing service providersshall expressly specify that staff seconded the Company shall comply with this Code of Ethics.

## 1.2.                              Performanceof Duties

### 1.2.1.                     Employees of the Company should report any fraudulent behavior or behaviorthat violates this Code of Ethics to the Supervision Department of the Companyin accordance with the related reporting and processing policies and procedures;

### 1.2.2.                     TheCompany will provide appropriate channels, such asposting thisCode of Ethics on the Company’s website,producing it prior to any business activity or incorporating it into commercial contracts, to ensure that parties that have business relations with the Company, such as suppliers, customers, agents, investors, creditors anddebtors, are able to understand the principles and spirit of this Code of Ethics in anaccurate and timely manner.

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# **2              Honesty and Credibility**

## 2.1.                              Honestyand credibility are the fundamental principles of moral characters of the Company and all Employees. All Employees shallstrive to maintain honesty and credibility in their work. Employees shall be honest and credible to customers, fellowtradesmen, partners, colleagues, shareholders, the country and the society.

## 2.2.                              Duefulfillment of responsibilities is an important approach for Employees to realize the principles of honesty and credibility. Employeesshould be responsible and self-disciplined, adhere to principles, beloyal to their duties, serve customers with enthusiasm and efficiency, handle theduties of their positions with a sense of responsibility, safeguardthe interest of theCompany as well as the rights and benefits of the shareholdersand should not be concerned only about their own reputation or financial gains.

## 2.3.                              Employees should develop honesty and credibility as part of their fundamentalprofessional ethics and reflect the same in their work, faithfully carrying outtheir commitments. Honesty and credibility should be fundamental to the Company’sdevelopment and success and instrumental to the realization of the Company’score values.

## 2.4.                              Employeesshould view their performance reports appropriately and truthfully report theirperformance and keep accurate billing records, in order to ensure thetruthfulness and reliability of accounting information and book records, thecompleteness of financial reporting procedures and the accuracy of theinformation submitted. False accounts, figures or performance results arestrictly prohibited.

## 2.5.                              Employeesare prohibited from providing any false or misleading information within and withoutthe Company. The information disclosure procedures shall be strictly followed.

## 2.6.                              Employeesshould faithfully implement the Provisional Anti-fraud Regulations of ChinaUnicom Limited,and strengthen the prevention of fraudulent behavior, inorder to timely report and effectively prevent any fraudulent behavior. The Company encourageshonesty and credibility as one aspect of the corporate culture by advocating andprotecting Employee whistleblowing actions thattruthfully expose fraudulent behaviors or behaviors that violate laws andregulations.

## 2.7.                              Employees have the obligation to comply with the current policies, laws, regulations and other regulatory requirements of the People’sRepublic of China, of the place of the Company’s listing, registration and businessoperation, and perform their duties according to the current rules as well as theArticles of Association of the Company.

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# **3              Conflict of Interest**

## 3.1.                              “Conflict of interest” in this Code of Ethics shall mean any conflict that has occurred or may occur between the personal interest of Employees and the interest of the Company, or between the Employees’ personal interest and their duties. In case of a conflict of interest, Employees should promptly report to their supervisors or the Supervision Department of theCompany and proceed pursuant to the responses receivedin a timely manner.

## 3.2.                              Employees should abide by the Articles of Association and various rules andcodes of the Company, faithfully perform their duties, and consciously prevent anyconflict of interest for the best interest of the Company and its shareholders.

## 3.3.                              Employeesshould strictly comply with the laws, regulations and regulatory requirementsin respect of anti-commercial bribery,distinguish normal commercial activitiesfrom improper business behaviors, firmly rectifyany improper businessbehavior that violates commercialmorality and fair competition,and cooperate with the regulatory authorities in their investigation of any commercial bribery cases.

## 3.4.                              Employeesare prohibited form illegally or inappropriately utilizing their positionsor the inherent power thereof, information related to the Company’s operations or financial condition, or any information that may havea material effect on the market price of the Company’s securities for their ortheir families’ benefits. These activities include direct trading ofsecurities, leaking information to others and suggesting others for suchtrading.

## 3.5.                              Employeesare prohibited from carrying out, causing others to carry out or invest in anybusiness activities that may compete with the Company’s businesses or businessactivities that have conflict of interest with the Company, or with their positions.

## 3.6.                              Employeesare prohibited from conducting any connected transactions that may bedetrimental to the Company’s interests with any economic entities in which theyor their relatives serve or hold any investment or other forms of interest in. Employeesare prohibited from holding any consulting, advisory or direct or indirect employmentrelationship with any customer, supplier or competitor of the Company or hold anysubstantial investment interest therein.

## 3.7.                              Employeesshould strictly abide by the related rules and policies of the Company inrespect of “excuse from the position” and “excuse from the business”.

# **4              Relationship with Related Parties**

## 4.1.                              “Relationship with related parties” in this Code of Ethics shall mean the relationshipbetween Employees and related parties such as customers, business partners, competitors,regulators and other employees.

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## 4.2.                              Employeesshould treat customers, business partners, competitors, regulators and other employeesfairly.

## 4.3.                              Employeesshould adhere to the “Customers First” service concept and give customerservice top priority.

### 4.3.1.                     Employees should develop the market-oriented service concept and focus onproviding excellent services to customers;

### 4.3.2.                     Employees should protect the customers’ confidentiality and freedomof  communication and should not disclosecustomers’ information and confidential data without customers’ consent;

### 4.3.3.                     In marketing activities, Employees should truthfully informcustomers the Company’s services and products and fully respect customers’freedom in making purchase decisions;

### 4.3.4.                     All Employees should respect customers’ rights and benefits andprotect the legitimate interests of the Company.

## 4.4.                              Whenworking with business partners, Employees of the Company should be consistentin their words and actions.

### 4.4.1.                     In selecting production chain partners, Employees of the Companyshould treat all candidates fairly and objectively and reasonably select the ultimatepartner through tendering and bidding and other fair means in accordance with theCompany’s rules;

### 4.4.2.                     When working with business partners, all Employees of the Companyshould consciously safeguard the legitimate interests of the Company, strictlyabide by the laws and regulations prohibiting unfair competition, monopoly, corruptionand bribery, strictly implement Company’s policies and procedures in commercialcontracting and avoid unnecessary commercial risks;

### 4.4.3.                     Employees should have respect for the Company’s business partnersand should not infringe upon the legitimate interests of the business partnersin order to achieve mutually beneficial results for the Company and its partners.

## 4.5.                              Employeesshould strive to maintain a normal market competition environment and a gooddevelopment environment for the Company.

### 4.5.1.                     Employees should follow the society’s moral standards and the rules ofcompetition and are prohibited from taking inappropriate measures to interfereand interrupt network interconnection;

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### 4.5.2.                     Employees should try to expand the Company’s market share bycapitalizing on the Company’s advantages in services, products and brands andare prohibited from using inappropriate means such as exaggeration or distortionof facts and defaming our competitors’ product quality, service quality,financial condition, or business reputation;

### 4.5.3.                     Employees are prohibited from using any illegal or inappropriatemeans to obtain any commercial secrets or other confidential information of theCompany’s competitors in relation to their products, services or marketingstrategies;

## 4.6.                              All Employeesof the Company should submit to the lawful supervision of the regulatoryauthorities, communicate as appropriate and assist in maintaining theregulation and order of the industrial market.

### 4.6.1.                     Employees should submit to the lawful supervision of the state andcapital markets regulatory authorities and safeguard the legitimate interestsof the Company;

### 4.6.2.                     Employees should have normal interactions with regulatoryauthorities and are prohibited from any inappropriate trading activities;

### 4.6.3.                     Relevant personnel should provide truthful and reliable information requiredby the regulatory authorities. For any omission or error, Employees should communicatewith the regulatory authorities promptly and rectify such omission or error inaccordance with the relevant procedures.

## 4.7.                              Employeesof the Company should treat each other with trust and as equals and work as ateam.

### 4.7.1.                     Employees should be warm and kind to colleagues, respect each person’sdignity, privacy and religious beliefs;

### 4.7.2.                     Employees should work as a team and use their expertise to promoteinnovation and team work.

# **5              Information Disclosure and Confidentiality**

## 5.1.                              Employeesshould strictly abide by the Company’s confidentiality rules and undertaketo safeguard the State’s communications secrets, the Company’s commercial secretsand customers’ confidential information during the stipulated confidentialityperiod.

## 5.2.                              TheState’s communications secrets, the Company’s commercial secrets and customerconfidential information shall mean the proprietary or confidential informationthat has not been made public and, once made public, will be detrimental to theinterests of the State, the Company and the customer, respectively, including,but not limited to, the State’s communications secrets, the

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##                                                 Company’s operation information, strategic plans, customer data,remuneration information, marketing and sales strategies or any other confidentialinformation.

## 5.3.                              Employeesshould safekeep confidential documents, materials and their storage media appropriately.

## 5.4.                              Employeesmust enter into confidentiality agreements with relevant parties whenrepresenting the Company in cooperative or business activities, if disclosureof confidential information is involved.

## 5.5.                              Employeesshould not exchange any confidential information pertaining to the Company withany individuals, companies or institutions or use them without authorization orentering into a confidential agreement, whether or not they are employed at thetime by the Company or have benefited from such exchange or use.

## 5.6.                              Employeesshould strictly follow the Company’s information disclosure procedures and areprohibited from, without the Company’s permission, disclosing any confidential informationof the Company to the public in their own names or in the name of the Companyor make public statements relating to the Company. They are further prohibitedfrom dispersing any false information.

# **6              Protecting Company Assets**

## 6.1.                              Company Assetsshall mean various tangible or intangible assets, trade secrets or otherprofessional information that the Company owns or has the right to dispose of,including favorable business opportunities.

## 6.2.                              Employeesshould make reasonable use of and protect Company Assets, and ensure thatCompany Assets are reasonably utilized to serve lawful commercial purposes. Employeesare prohibited from damaging, wasting, encroaching on, embezzling or abusing CompanyAssets in any way. Employees should always economize.

## 6.3.                              Employeesshould be risk-conscious, follow the Company’s cost control and managementpolicies strictly and with discipline, and minimize operational risks. Managementat each level and all Employees should actively minimize the potentialoperational risks and strengthen the monitoring and control of operational risks.

## 6.4.                              Employeesshould comply with safety rules and prevent accidents in order to minimizethe Company’s asset loss and the Employees’ personal damages.

# **7              Reporting and Sanction**

## 7.1.                              AnyEmployee who has violated this Code of Ethics is subject to Company sanctions,which include, but are not limited to, administrative sanction, termination oflabor contract and transfer to judicial branch.

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## 7.2.                              Every employeeis obligated to timely report to supervisory departments any behavior that violatesthis Code of Ethics pursuant to relevant rules on reporting and handling ofthe Company. Audit Committee of the Board of Directors, Supervision Department,Audit Department and other departments of the Company are responsible for thesupervision and handling of any violation of the Company’s rules andpolicies. Employees can report via any of the following means:

Mail: Supervision Office of China Unicom, 133A, Xidan Beidajie,Xicheng District, Beijing 100032;

Internet: wjbijubao@chinaunicom.com.cn;

Telephone and fax: (010) 66505554.

## 7.3.                              TheCompany encourages Employees to report any violation of laws, policies orregulations. The Company welcomes Employees’ comments and suggestions onoperations and management of the Company through various communication channelsincluding “Meet with the President” Day. Management at each level should treatemployee comments seriously. Policies on reporting and handling should clearlyspecify that the Company should provide appropriate protection to whistleblowersand maintain information and records of such whistleblowing confidential. TheCompany should ensure the independence of personnel receiving and processinginformation provided by whistleblowers, differentiate authorization levels forrelevant personnel and the de-classification authorization of archives. Personnelresponsible for receiving, recording and processing or having access to reportedinformation should sign additional confidential agreements specifying theirobligations with regard to confidentiality. The Company should also reinforcethe security measures for mailboxes, hotlines and email boxes forwhistleblowing, distinguish responsibilities between management of reportedinformation and report investigation and strictly follow the procedures for useof information and archives.

## 7.4.                              TheCompany protects employees reporting violation of laws, policies or regulations.Reporting via telephone or mail can be anonymous. Employees who leakinformation or retaliate against whistleblowers shall be subject to removalfrom position or termination of employment. Employees that violate the lawswill be handed over to prosecution.

# **8              Supplementary Clauses**

## 8.1.                              ThisCode of Ethics is a regulatory document setting forth professional standardsfor employees of the Company. As an attachment to the labor contract it has thesame legally binding force and effect as the labor contract. Employees shouldalso comply with the State’s laws, regulations and administrative rules, the Articlesof Associations of the Company and various current rules and regulationswithin the Company.

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## 8.2.                              When employees sign their labor contracts, they should also sign EmployeeStatement I (See Exhibit I), indicating that they know and will complywith the various provisions of this Code of Ethics and monitor and report anybehavior in violation of this Code of Ethics.

## 8.3.                              Human Resource departments at each level should publicize andimplement this Code of Ethics by various means, including training. They shouldalso conduct training via mail or office system and have Employees sign EmployeeStatement II (see Exhibit II) annually, collect information on fraudulentbehaviors and behaviors that violate this Code of Ethics, and submit to supervisoryorganizations for investigation and decision.

## 8.4.                              This Code of Ethics is reviewed by the Legal Department of theCompany and by the Employees’ Congress. It shall take effect upon approval bythe Board of Directors of the Company, which also has the interpretingauthority. Termination or any modification of this Code of Ethics should be approvedby the Board of Directors.

February 28, 2006

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Exhibit I

**EmployeesStatement I**

I havecarefully read and understood the requirements of this Employee Code of Ethics(the “Code”) of China Unicom Limited. I acknowledge that it is an exhibit to mylabor contract with equal legal binding force and effect and undertake to abideby this Code. I hereby declare the following:

1.                                       I will abide byprofessional ethics and not commit fraudulent acts or behaviors in violation ofthis Code;

2.                                       I will timely report any fraudulent behavioror behaviors in violation of this Code.

(Signature)

Date:

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Exhibit II

**EmployeesStatement II**

1.                                       I have strictlycomplied with the Employees Code of Ethics of China Unicom Limited (the “Code”)from                  , 20       to                  ,20      , and have not committed any acts inviolation of this Code;

2.                                       I am not aware of any acts committed byother employees that are fraudulent or in violation of this Code. I have truthfullyreported all such acts that I’m aware of to the Supervision Department.

(Signature)

Date:

 

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