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                                                                   EXHIBIT 10.19

                              SHARE OPTION PLAN FOR

                    THE MIDDLE AND SENIOR LEVEL MANAGEMENT OF

               CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITED

With reference to international universal practices, and taking into account the
specific conditions of corporate development and compensation and performance
systems, this Plan is hereby compiled to establish and optimize internal
incentive and engagement mechanisms, to better motivate the middle and senior
level management, to attract and retain staffs with outstanding performance, and
to encourage and motivate the participants to increase values for the Company.

I.    DEFINITIONS

Unless otherwise stipulated by this Plan, the following terms shall have the
meanings set out below in this Plan:

"The Company": China Netcom Group Corporation (Hong Kong) Limited, a company
incorporated in Hong Kong, with its shares listed on the Hong Kong Stock
Exchange, and with its American Depositary Receipts listed on the New York Stock
Exchange;

"Option" or "Share Option": the rights authorized under the Share Option Plan to
subscribe shares at the stipulated price (i.e., exercise price) pursuant to the
Share Option Plan;

"Associate": as defined under the Hong Kong Listing Rules;

"The Board": the Board of Directors of the Company;

"Companies Ordinance": the Companies Ordinance (Chapter 32) of the Laws of Hong
Kong (amended from time to time);

"Provincial Companies": subsidiaries (branch companies) of the Company located
in provinces, autonomous regions, or municipalities of the People's Republic of
China;

"Regional and Municipal Branch Companies": various regional-level municipal
branch companies under the provincial company;

"International Company": the Company's International Telecommunications
Corporation Limited;

"Compensation Committee": a committee established by the Board, whose main
responsibilities include formulating compensation policy and with the authority
of the Board dealing with any issues related to this Plan. The committee members
are appointed by the Board. The term of each committee member is

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determined by the Board, and the Board can remove any of them at any time;

"Connected Person": as defined under the Hong Kong Listing Rules;

"The Plan": the Share Option Plan for the Middle and Senior Level Management of
China Netcom Group Corporation (Hong Kong) Limited.;

"The Effective Date of the Plan": the date on which the Share Option Plan is
approved by the shareholders of the Company;

"Validity Period": within ten years from the effective date of the Plan, unless
the Plan is terminated by the Board when exercising its rights under the Plan;

"Qualified Participants": according to the Share Option Plan, those Directors,
Executive Officers, Middle and Senior Managers or Professionals with special
skills of the Company or its subsidiary companies, who are considered by the
Board or the Compensation Committee as having made important contributions to
the Company;

"Middle and Senior Level Managers": management officers of the Company, and
various provincial, regional and municipal companies, whose ranks are higher
than the general manager level or the equivalent levels (inclusive);

"Professionals with special skills": expert-type employees and technical and
marketing staff, who hold key positions within the Company and its subsidiaries,
and exert a crucial influence on the business development of the Company. The
Compensation Committee has the authority to interpret the definition of the term
"Professionals with special skills", and to identify candidates among those
professionals with special skills.

"Option Granting Date": the date on which the Option is granted under the Plan,
that is, the date as specified in the Share Option Agreement;

"Option Effective Date": (i) the Option Granting Date, or (ii) the date on which
the Company is listed and trading of the Company's shares is commenced on the
Hong Kong Stock Exchange, whichever is later;

"Option Validity Period": the period from the Option Effective Date to the date
when the Option is lapsed pursuant to the Plan;

"Option Restrictive Period": the period between the Option Effective Date and
the Option Exercise Date, during which the Option shall not be exercised;

"Restrictive Schedule": the arrangement under which Options granted at one time
are exercised either at

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one time, or at several times in accordance with the predetermined schedule;

"Exercise Date": the calendar date on which shares can be subscribed upon
satisfaction of the Plan's stipulations and requirements. In the event that
shares cannot be traded on the Hong Kong Stock Exchange on such calendar date,
the Exercise Date shall be the next calendar date after shares are traded on the
Hong Kong Stock Exchange.

"Exercise Price": the price payable for each share when option holders exercise
their options to subscribe shares pursuant to the Share Option Plan. The initial
Exercise Price shall be the Initial Public Offering price. The Exercise Price
for the subsequent allotment shall be not less than the highest of the par value
of the share, the closing price on the Option Granting Day, and the average
closing price for the five business days prior to the Option Granting Day;

"Hong Kong Dollar": Hong Kong Dollar, the legal currency in Hong Kong;

"Hong Kong": Hong Kong Special Administrative Region of the People's Republic of
China;

"Hong Kong Stock Exchange": the Stock Exchange of Hong Kong Limited;

"Listing Rules": the Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange;

"Subsidiaries": branch companies and subsidiaries, or joint ventures with
independent legal person status invested in and established by the Company. The
definition of "Subsidiaries" in the Companies Ordinance in respect of the
proportion of equity that is held by the Company in such companies and the
voting rights controlled by the Company in such companies shall be employed in
the context of this Plan;

"Non-Executive Director": a director without any administrative function in the
Company or its subsidiaries.

II.   PARTICIPANT QUALIFICATIONS

The scope of the participants to the Plan shall be the members of the Board of
the Company (including Executive Directors and Non-executive Directors); the
Middle and Senior level management personnel, Professionals with special skills
identified by the Compensation Committee.

III.  GRANTING QUANTITY

      (I)   Within the Validity Period of the Plan, the total number of options
            granted to all Qualified Participants shall not exceed 10% of the
            total shares after the Company's global offerings on the Plan's
            effective date. Upon the approval by the general meeting, the Board
            has the authority to set the limitation on the total number of
            options granted. But, the exercise of the

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            total number of options granted and issued according to the Option
            Plan and share options granted but not exercised, shall not exceed
            30% of the total shares issued at that time.

      (II)  Unless otherwise approved by the general meeting, the Share Option
            (whether the Share Option has been exercised or not) granted to the
            participants within any 12-month period shall not exceed 0.2% of
            total capital stocks of the Company on the Option Granting Date.

IV.   GRANTING AND ACCEPTING THE OPTION

      (I)   Within the Validity Period of the Plan, the Share Options may be
            granted once each year, the Board has the authority to grant options
            in the appropriate manner at the stipulated exercise price to its
            selected Qualified Participants. The Board or the Compensation
            Committee shall decide the timing and the amount to be granted, as
            well as the Exercise Price.

      (II)  The Board grants Share Options to the Qualified Participants in the
            form of an Option Agreement. Option holders do not have to make any
            payment, but shall confirm acceptance of the Option granted within
            28 days after the date on which the Option is granted. Acceptance
            made after such 28 days shall not be considered. Option holders are
            allowed to accept part of the Options the Board grants to them, but
            the accepted amount shall be the complete trading unit amount or its
            integral multiples.

      (III) Participants may be granted Options once each year. The Board has
            the authority to choose new Qualified Participants and grant Options
            to them.

      (IV)  Options shall not be granted within the following periods:

            1.    In the event of any incident or issue that is significant
                  enough to affect the share price, and until such information
                  affecting the share price has been published in the press.

            2.    One month prior to the following dates (whichever is earlier),
                  until the publication of the Annual or Interim Report:

                  (1)   the date of the Board meeting for the approval of the
                        Annual or Interim Report;

                  (2)   the deadline for release of the Company's Annual or
                        Interim Report.

      (V)   Share Options granted to the Company's Directors, President,
            substantial shareholders or Qualified Participants of their
            respective associates under the Share Option Plan shall have
            received the approval from the Independent Non-executive Directors
            (excluding directors to be granted such Option) of the Company. The
            granting of Options to such persons shall be in accordance with the
            relevant provisions of the Listing Rules of the Hong Kong Stock
            Exchange.

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      V.    EXERCISE AND YIELD OF OPTIONS

            1.    The initial granted exercise price of the Options shall be at
                  the IPO price, and subsequent exercise price for allotment
                  shall be at a price no lower than the highest of the par value
                  of the share, the closing share price on the Option Granting
                  Day, and the average closing share price for five business
                  days prior to the Option Granting Day.

            2.    During each share option period, the Option Validity Period
                  shall be six years, that is, six years after Option Effective
                  Date, the outstanding option rights shall be automatically
                  lapsed. The initial Share Option's Vesting Period shall be 1.5
                  years, and it shall proceed in installments according to the
                  vesting schedule. The maximum exercise amount in one
                  installment shall not exceed the percentages listed below:

                  40% (4/10) of the total Options granted can be exercised
                  eighteen months after the Option Effective Date;

                  Another 30% (3/10) of the total Options granted can be
                  exercised thirty months after the Option Effective Date;

                  The remaining 30% (3/10) of the total Options granted can be
                  exercised forty-two months after the Option Effective Date;

            3.    Unless the option holder dies and this right therefore is
                  transferred to the legal representative of his/her estate, the
                  Option holder may not transfer, dispose or otherwise sell such
                  option or other related rights to third parties. Should an
                  option holder transfer, dispose or otherwise sell such option
                  or other related rights to third parties, the Company shall
                  have the rights to cancel any options granted to such option
                  holder.

            4.    In the event of a capitalization issue, share offering, share
                  splitting or combination, or reduction of the stock capital,
                  the Board has the authority to adjust the share quantity and
                  exercise price of the Plan's share options (those yet to be
                  exercised), provided that the ratio between the total number
                  of ordinary shares involved in the Option Plan and total
                  shares outstanding remains unchanged. Such adjustment shall
                  ensure that the Option Plan's participants have the same
                  exercisable option percentage before and after the adjustment
                  and such adjustment may not result in the issued share price
                  below par value.

            5.    The exercise yield at the time of the exercise by the option
                  holder is calculated as the product of the difference between
                  the exercise price and the market price of the Company's
                  shares multiplied by the number of exercised options, less
                  related tax charges. The yield after the option is exercised
                  belongs to the person who exercises the option. The exercise

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                  yield shall be zero should he/she does not exercise his/her
                  option during the exercise period.

            6.    Before partially or wholly exercising the Option by the option
                  holder, he/she shall inform the Company in writing of his/her
                  intention to exercise and the share quantity and the exercise
                  price, etc. The option holder shall not be required to reach
                  any performance target before exercising his/her option,
                  unless the Board has otherwise stipulated and has indicated
                  this in the Share Option Agreement.

      VI.   RIGHTS AFTER THE TERMINATION OF EMPLOYMENT

                  (1)   If an option holder's employment is terminated due to
                        his/her misconduct or conviction of criminal offence,
                        he/she would no longer be qualified as a Qualified
                        Participant under the Plan and all the unexercised
                        options shall be lapsed upon the date of the termination
                        of such employment and under no circumstances such
                        Option may be exercised.

                  (2)   If the option holder resigns on his/her own initiative,
                        all the unexercised options shall be lapsed upon the
                        date on which his/her employment terminates.

                  (3)   Apart from reasons of death, incapacitation or the
                        provisions in Article VI. (I) or Article VI. (II)
                        resulting in the termination of employment, if an option
                        holder is no longer a Qualified Plan Participant due to
                        the termination of his/her employment, he/she can still
                        exercise those unexercised options granted to him/her
                        within twelve months after date on which his/her
                        employment is terminated. The unexercised options shall
                        automatically be lapsed after this period.

      VII.  RIGHTS AFTER DEATH

      If the option holder dies and no events take place in connection with any
      reasons of the termination of employment specified in Article VI. (I), the
      legal representative can exercise any granted but unexercised effective
      Options from the date of the death of the option holder until the
      expiration date of such options. The unexercised options shall be
      automatically lapsed after the above period.

      VIII. RIGHTS AFTER INCAPACITATION

      The option holder can at any time exercise the granted but unexercised
      effective Options from the date of his/her incapacitation until the
      expiration date of such Options. The unexercised Options shall be
      automatically lapsed after the above period.

      IX.   THE CHANGE OF CONTROLLING INTERESTS

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      "The Change of Controlling Interests", under the Plan, refers to any one
      of the situations arising after the Company's shares are listed on and
      have commenced to be traded on the Hong Kong Stock Exchange:

            (I)   Any person, entity or organization has acquired or hold the
                  issued ordinary shares of the Company; or more than 30% of the
                  voting rights attached to the stocks issued by the Company,
                  (or reaching the percentage which according to the Codes on
                  Takeovers and Mergers and Share Repurchases triggers a
                  mandatory general offer)

            However, in respect to this clause the following situations shall
            not be construed as "the Change of Controlling Interests":

                  -     according to the Companies Ordinance, the person, entity
                        or organization purchasing the shares is related to the
                        Company;

                  -     purchased by the Company;

                  -     purchased by the employee incentive plan (or related
                        trust funds) which is either established or supervised
                        by the Company;

            (II)  the Company, as one party, enters into any reorganization,
                  merger or acquisition approved by all the Company's
                  shareholders;

            (III) the liquidation or reorganization of the Company.

            If there is any change of the Controlling Interests, any unexercised
            options held by the option holder for more than six months shall
            immediately become effective and exercisable. The exercisable period
            shall be within the twelve months from the date of the change of
            Controlling Interests. Any outstanding Option shall be lapsed from
            the date of such change of Controlling Interests.

      X.    AMENDMENT AND TERMINATION OF THE PLAN

            (I)   The Board may at any time amend any article of the Share
                  Option Plan and any clause of the Option (including making
                  such amendments in compliance with laws or regulations), on
                  the principle that such amendments shall not damage the rights
                  of any option holder.

            (II)  Any amendment that is to the advantage of current or future
                  option holders, or any amendment that is related to the
                  revision of the Listing Rules shall obtain prior approval from
                  the shareholders at the general meeting.

            (III) Any substantive and significant amendments to the terms or
                  conditions of the Option Plan shall obtain approval from the
                  general meeting, unless such amendments are automatically

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                  effective in accordance with the current clauses of the Option
                  Plan.

                  Any alteration in limiting the authority of the Board to amend
                  the Option Plan shall be approved in the Company's general
                  meeting.

                  The amended Plan or clauses shall still be in accordance with
                  the related regulations of the Rules Governing the Listing on
                  the Hong Kong Stock Exchange.

            (IV)  During the Validity Period of the Plan, the Board may at any
                  time terminate the Share Option Plan or stop granting Options
                  according to the Option Plan. Those options already granted
                  according to the Plan but are yet to be exercised may continue
                  to be exercised according to the Plan, or be cancelled by the
                  Board according to Article XI of the Plan.

                  The Plan shall be lapsed automatically upon the expiry of the
                  Validity Period. If the Board decides to adopt a new share
                  option plan, it shall be approved at the Company's general
                  meeting.

      XI.   CANCELLATION OF THE OPTIONS

      Any granted but outstanding options may be cancelled by the Board with the
      consent of option holders, provided that (I) the Board shall pay the
      option holders an amount equal to the fair market value of the options on
      the cancellation date; (II) the Board shall offer to give the option
      holder an equivalent amount in an alternative share option Plan (or share
      options under any other Plan); (III) the Board should make other
      arrangements as agreed with the option holder to compensate the loss of
      the option rights.

      XII.  STATUS OF THE SHARES

            (I)   Shares under the Option Plan are ordinary shares that may be
                  traded on stock exchanges and the issuance of which has been
                  approved by the Company. Their listing shall be approved by
                  the Hong Kong Stock Exchange. Such shares may be the
                  designated but unissued shares, reserved shares or those
                  repurchased shares approved by the Board, on the condition
                  that such shares shall not violate laws or the rules and
                  regulations of the relevant Stock Exchange.

            (II)  Any outstanding shares shall not be entitled to any dividend
                  distribution nor any attached voting right. Those shares
                  issued from exercised options shall enjoy in every respect the
                  same status as those issued ordinary shares, except for the
                  share right before the date of the exercise of Option..

      XIII. THE LONGEST VALIDITY PERIOD OF THE PLAN

      Unless otherwise terminated by the Board according to the Plan, the
      Validity Period of the Option Plan

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      shall be ten years from its effective date. There shall be no further
      options granted after expiration.

      XIV.  MISCELLANEOUS

            (I)   Unless otherwise provided, decisions made by the Board of the
                  Company concerning the related Share Option shall be final and
                  binding on all participating parties.

            (II)  The Compensation Committee under the Board shall, under the
                  regulation of the Listing Rules, be responsible for the
                  management and the interpretation of the Option Plan. The
                  Company's Human Resources Department shall be responsible for
                  of the implementation of the Plan and the compilation of the
                  detailed implementation regulations for each grant, which
                  shall be presented to the Board for approval.

            (III) The Plan shall be officially in effect upon the approval by
                  the shareholders at the Company's general meeting.

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