Exhibit K

Strictly Private and Confidential

18 July 2012

Our Ref: UCA-F-2012-0944

China Netcom Group Corporation (BVI) Limited

c/o China Unicom (Hong Kong) Limited

75^th Floor, the Center,

99 Queen’s Road Central,

Hong Kong

Attention: Ms. Vivian Chan

Dear Sirs,

Re: HKD6,500,000,000 5-Month Term Loan Facility

We, Industrial and Commercial Bank of China (Asia) Limited, are pleased to inform you that we hereby agree to provide the captioned loan facility to your esteemed company upon and subject to the following terms and conditions.


1.	Borrower	:	China Netcom Group Corporation (BVI) Limited (中国网通集团（BVI）有限公司)

2.	Lender	:	Industrial and Commercial Bank of China (Asia) Limited

3.	The Facility	:	5-month term loan facility of up to HKD6,500,000,000.00 (Hong Kong Dollars Six Billion and Five Hundred Million) (the “Facility”).

4.	Purpose	:	To finance the Borrower’s purchase of the shares in China Unicom (Hong Kong) Limited (“China Unicom”) and related expenses

5.	Final Repayment Date	:	five (5) months from the date of first drawing under the Facility (the “Final Repayment Date”).

6.	Availability Period	:	Subject to the satisfaction of the conditions precedent under Clause 17, the Facility shall be available for drawing during the period from the date of the Borrower’s acceptance of this facility letter (the “Acceptance Date”) up to the date falling 1 month after the Acceptance Date (the “Availability Period”).

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			(c) any interest period which would otherwise extend beyond the Final Repayment Date shall end on the Final Repayment Date; and (d) if any interest period shall end on a day which is not a Business Day, such period shall end on the next succeeding Business Day, except that in the event that the next succeeding Business Day falls in the next calendar month, then such interest period shall end on the immediately preceding Business Day.

10.	Interest Payment & Calculation	:	Interest on each drawing under the Facility shall be payable in arrears at the end of each interest period applicable thereto and calculated on the basis of the actual number of days elapsed and in a year of 365 days. The Lender shall provide to the Borrower a certificate confirming the amount and basis of calculation of each interest payment due. The Lender’s certification and calculation of the rate of interest and the amount of interest shall (save for manifest error) be conclusive and binding on the Borrower.

11.	Arrangement Fee	:	The Borrower shall pay to the Lender an arrangement fee in the amount and at the time agreed in a fee letter to be entered into between the Borrower and the Lender (the “Fee Letter”).

12.	Commitment Fee	:	A commitment fee of 0.32% p.a., calculated on the daily undrawn balance of the Facility from the date falling 7 days after the first day of the Availability Period to the earlier of the last day of the Availability Period and the date on which the Facility is fully drawn shall be payable by the Borrower on the earlier of the last day of the Availability Period and the date on which the Facility is fully drawn.

13.	Repayment	:	The Loan shall be repaid by the Borrower in full on the Final Repayment Date.

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(c) it has taken all necessary corporate and other action to authorise the execution of this facility letter, the borrowing hereunder and the performance of its obligations under this facility letter;

(d) subject to any general principles of law limiting its obligations set out in any legal opinions delivered pursuant to Clause 17(g), this facility letter constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms;

(e) the execution of this facility letter and the payment of all amounts payable or to become payable pursuant hereto and the performance by the Borrower of its obligations hereunder do not contravene any applicable law, regulation, by-law or similar enactment to which it is subject or any provision of its memorandum and articles of association or constitutional documents;

(f) it has obtained all necessary consents, approvals or instrumentalities for the execution of this facility letter, the payment by the Borrower of all sums due and to become due under this facility letter and such approvals and consents as have been obtained by it remain in full force and effect (or in each case, will be when required);

(g) its obligations hereunder rank at least pari passu with all its other direct or contingent unsecured and unsubordinated obligations except those liabilities and obligations mandatorily preferred by law and applicable to companies generally;

(h) to the best of its knowledge and belief, no litigation, arbitration or administrative proceeding which are likely to be adversely determined is taking place or, to its knowledge, pending or threatened against it, China Netcom Corporation (BVI) Limited, China Unicom or any Subsidiaries of China Unicom (Borrower, China Netcom Corporation (BVI) Limited, China Unicom and Subsidiaries of China Unicom hereafter are referred as the “Unicom Group”) or any of its or their business or assets which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this facility letter;

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(i) no event or circumstance which constitutes or which with the giving of notice or lapse of time or both and/or, as the case may be, the making of determination under Clause 21, would constitute an Event of Default, or a default under any other agreement the occurrence of which would have a material adverse effect on its ability to perform its obligations under this facility letter, has occurred and is continuing; and

(j) the audited annual consolidated accounts of the Borrower in respect of the financial year ended 31st December, 2011 as delivered to the Lender:

(i) save as stated in the notes thereto, were prepared and audited in accordance with accounting principles, standards and practices generally accepted in the PRC and consistently applied and in accordance with the laws of the PRC; and

(ii) together with those notes, give a true and fair view of the financial condition (including its operating results set out in the profit and loss account of such audited annual consolidated accounts) of it and its Subsidiaries as at that date and for the financial year then ended.

The Borrower also represents and warrants to and undertakes with the Lender that the foregoing representations and warranties (for the purpose of this clause, the representation and warranty under sub-clause (j) above shall refer to the latest financial statements then delivered to the Lender under Clause 19(a)) shall be deemed to be repeated by the Borrower on the date of each drawing and each interest payment date as if made with reference to the facts and circumstances existing on each such day.

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(f) not, unless the Lender otherwise agrees in writing, and procure none of the member of the Unicom Group, sell, transfer or otherwise dispose of all or any substantial part of the Unicom Group’s business or assets or revenues, except, at arm’s length, (1) where such disposal is in the ordinary course of the Unicom Group’s business, or, (2) in the case of disposal made by China Unicom and/or its Subsidiaries, the consideration received in relation to such disposal does not exceed 20% of the Consolidated Tangible Net Worth (as defined in Appendix 2 of this facility letter except the reference to “the Borrower” and “the Group” in such definition shall mean “China Unicom” and “China Unicom and its Subsidiaries” respectively for the purpose of this sub-clause only) and determined in accordance with China Unicom’s latest audited consolidated financial statements;

(g) except for finance leases and hire purchase of the assets used in the ordinary course of the Unicom Group’s business, not, and procure none of the members of the Unicom Group shall, create or allow to exist (except in favour of the Lender) any mortgage, charge, pledge, lien, security interest or other encumbrance over the Unicom Group’s present or future assets, rights or revenues (including but not limited to the shares of China Unicom, the acquisition of which is financed by the Facility), provided that this sub-clause shall not apply if the aggregate amount or value of all mortgages, charges, pledges, liens, security interest or encumbrances created, made, granted, given or held liable by China Unicom and its Subsidiaries shall be less than HK$15,000,000,000.00;

(h) procure that China Unicom maintains its listing status on The Stock Exchange of Hong Kong Limited and trading of its shares shall not be suspended for consecutively more than twenty-one (21) trading days;

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(i) not and procure none of the members of the Group (as defined in Appendix 2) shall, borrow or raise money or credit other than (1) the HK$1,000,000,000 5-month term loan facility to be entered into between the Borrower and Industrial and Commercial Bank of China (Macau) Limited and (2) money borrowed by the Borrower from China Netcom Corporation (BVI) Limited, provided that for the avoidance of doubt this sub-clause (i) shall not apply to China Unicom or its Subsidiaries;

(j) not and procure none of the members of the Group shall, make any loans or advances (in whatever forms) to any person, or give any guarantee or otherwise become directly or indirectly liable for any indebtedness or liability of any person save for (1) those existing on the date of this facility letter (including without limitation existing loans made by the Borrower to China Unicom in January 2011) and (2) money lent by China Netcom Corporation (BVI) Limited to the Borrower, provided that for the avoidance of doubt this sub-clause (j) shall not apply to China Unicom or its Subsidiaries;

(k) procure that it remains at all times a wholly-owned Subsidiary of China United Network Communications Group Company Limited;

(l) apply all the proceeds of the Loan for the purpose as specified in Clause 4 and disclose relevant information regarding such application of proceeds and any relevant activities to the Lender promptly when such disclosure is allowed under the Listing Rules of The Stock Exchange of Hong Kong Limited; and

(m) provide to the Lender such information regarding the financial and business conditions of the Borrower as the Lender may from time to time reasonably request, except to the extent that disclosure of such information would breach any law, regulations, stock exchange requirement or duty of confidentiality binding on the Borrower.

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(e) if any financial indebtedness of the Borrower or any other member of the Unicom Group for borrowed money or otherwise is not paid when due nor within any applicable grace period or, by reason of a breach or default by the Borrower or any other member of the Unicom Group under the terms of any instrument evidencing such indebtedness, becomes due or capable of being declared due prior to the date when it would otherwise have become due. No Event of Default will occur under this paragraph (e) if the aggregate amount of such financial indebtedness and/or commitment is less than HKD200,000,000.00 or its equivalent in any other currency or currencies; or

(f) if an encumbrancer takes possession or a receiver or other similar officer is appointed of the whole or any substantial part of the assets, rights or revenues of the Borrower, or a distress, execution, sequestration or other process is levied or enforced upon against any substantial part of the assets, rights or revenues of the Borrower and is not discharged within fourteen (14) days; or

(g) if the Borrower stops or suspends payment of its debts or is unable to or admits inability to pay its debts as and when they fall due or become due or is deemed to be insolvent or proposes to enter or by reason of actual or anticipated financial difficulties enters into any composition or other arrangement for the benefit of its creditors generally, or proceedings are commenced in relation to the Borrower under any law, regulation or procedure relating to reconstruction or readjustment of debts; or

(h) if the Borrower is adjudicated or found bankrupt or insolvent or any petition is presented or any proceeding is commenced by reason of actual or anticipated financial difficulties, or any order is made by any competent court or resolution is passed by the Borrower or analogous proceeding is taken for the winding-up or dissolution of the Borrower or for the appointment of a liquidator or trustee of the whole or any part of its assets, rights or revenues (but excluding, in each case, presentation of a petition or commencement of proceedings, in each case, made or initiated by a person which is not a member of the Unicom Group, which are frivolous or vexatious and which are discharged within 60 days); or

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We look forward to further strengthening the business relationship with your esteemed company and would be most grateful if you could signify the acceptance of this facility letter by signing and returning to us the duplicate of this facility letter. If no signed confirmation is received from you within one month from the date of this facility letter, the offer provided under this facility letter may be treated as cancelled at our absolute discretion.

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Yours faithfully,
For and on behalf of
INDUSTRIAL AND COMMERCIAL
BANK OF CHINA (ASIA) LIMITED

/s/ Zong Jianxian /s/ Ng Leaman Che Wai
Authorised Signatory(ies)
Name:		Mr. Zong Jianxian / Mr. Ng Leaman Che Wai
Title:		Director & Deputy Chief Executive / Deputy Head of Loans Administration


We hereby agree to and accept the above terms and conditions as the Borrower.
For and on behalf of
CHINA NETCOM GROUP
CORPORATION (BVI) LIMITED


/s/ Zuo Feng
Authorised Signatory(ies)
Name:		Zuo Feng
Title:		Authorised Signatory
Date:		25 July 2012

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Appendix 1

NOTICE OF DRAWING

Date:

Industrial and Commercial Bank of China (Asia) Limited

29/F ICBC Tower,

3 Garden Road,

Central,

Hong Kong

Attn: Ms. Shannen Chan / Ms. Jacqueline Zhu

Dear Sirs,

Re:	5-Month Term Loan Facility of HKD6,500,000,000

under the facility letter dated 18 July 2012 (the “Facility Letter”)

We refer to the Facility Letter and hereby:-

(a)	give you irrevocable notice that we wish to make, under the Facility Letter, a drawing of [HKD ] on for an interest period of month(s);

(b)	authorise you to arrange the proceeds of this drawing by crediting to the account [ ] with your bank;

(c)	certify that no Event of Default or other event which, with the giving of notice and/or the lapse of time, might constitute an Event of Default has occurred; and

(d)	confirm that the representations and warranties set out in Clause 18 of the Facility Letter are true and correct.

Expressions used herein shall have the meanings defined in the Facility Letter.

For and on behalf of

China Netcom Group Corporation (BVI) Limited

Authorized Signatory(ies)

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Appendix 2

Definitions of Accounting Terms

For use in Clause 20 – Financial Undertakings, the following terms have the following meaning:

“Consolidated Tangible Net Worth” means at any time the aggregate of the amounts paid up or credited as paid up on the issued share capital of the Borrower (other than any redeemable shares) and the aggregate amount of the reserves of the Group including:

(1)

any amount credited to the share premium account;

(2)

any capital redemption reserve fund;

(3)

any balance standing to the credit of the consolidated profit and loss account of the Group excluding any declared dividend or other distribution to the Borrower’s shareholders; and

(4)

any amount attributable to minority interests,

but deducting:

(i)

any debit balance on the consolidated profit and loss account of the Group;

(ii)

(to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Group, but, for the avoidance of doubt that leasehold land and land use rights being not classified as intangible assets;

(iii)

(to the extent included) any amount set aside for deferred taxation assets;

(iv)

(to the extent included) any changes in revaluation amounts of assets made at any time after 31st December 2011; and

(v)

any amount in respect of any dividend or distribution declared, recommended or made by the Group and to the extent such distribution is not provided for in the most recent financial statements,

and so that no amount shall be included or excluded more than once

“Group” means the Borrower and its Subsidiaries.

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“Subsidiary” means any entity which is accounted for and consolidated in the audited consolidated accounts of another entity as a subsidiary pursuant to applicable law or generally accepted accounting principles.

All accounting expressions which are not otherwise defined herein shall be construed in accordance with generally accepted accounting principles, standards and practices in the PRC.

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Drawdown

Subject to the satisfaction of the conditions precedent under Clause 17, the Borrower may, on any Business Day during the Availability Period, make one or more drawings in Hong Kong Dollars under the Facility provided that:

(a)     the Lender shall have received a duly signed notice of drawing substantially in the form set out in Appendix 1 hereto at least one (1) Business Day prior to the date of the intended drawing;

(b)     no drawing shall be made if, by making such drawing, the aggregate principal amount of all drawings outstanding under the Facility would exceed HKD6,500,000,000.00;

(c)     each drawing shall be in a minimum amount of HKD100,000,000; and

(d)     no Event of Default (as defined in Clause 21) and no event which, with the giving of notice and/or lapse of time and/or the making of any necessary determination under Clause 21, would constitute an Event of Default shall have occurred and be continuing and the representations and warranties set forth in Clause 18 below shall be true and accurate in all material respects as at the date of each drawing with reference to the facts and circumstances then subsisting.

Each notice of drawing once received by the Lender shall be irrevocable and the Borrower shall be bound to effect the drawing in accordance therewith.

Any balance of the Facility undrawn at the close of business on the last day of the Availability Period shall automatically be cancelled and no longer be available for drawing by the Borrower.

The aggregate principal amount advanced pursuant to the Facility and outstanding from time to time is hereinafter referred to as the “Loan”.

Interest Rate

The rate of interest applicable to each drawing under the Facility shall be the rate per annum determined by the Lender to be 1.60% (the “Margin”) per annum over HIBOR for the applicable interest period.

CHINA UNICOM BVI LTD SC 13D/A