Mail Stop 3561
July 29, 2005
VIA INTERNATIONAL MAIL AND FAX 011-852-2121-3205
Mr. Tong Jilu
Chief Financial Officer
China Unicom Limited
75th Floor, The Center
99 Queen`s Road Central
Hong Kong
Re: China Unicom Limited
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 28, 2005
File No. 1-15028
Dear Mr. Jilu:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 20-F for Fiscal Year Ended December 31, 2004
Interconnection Agreements, pages 63-64.
1. We note your disclosure that you collect the tariff from your
subscribers and keep or pay RMB0.06 per minute, depending on which
network a call terminates. Tell us and disclose your liability to
fixed line operators if the tariff is uncollectible. Additionally
disclose your basis for the measurement and recognition of the
interconnection charge, including the terms of the interconnection
settlements and how they are accounted for in the financial
statements.
2. Tell us, and disclose, if the interconnection settlement
agreements require fixed line operators to pay you the
interconnection fees, if they are unable to collect the tariff
from
their subscribers.
Contractual Obligations and Commercial Commitments, page 97.
3. It appears that your tabular contractual obligations exclude
any
liability for interest payments. Please include in the table, or
provide in the footnotes supplemental information regarding fixed
interest payments that you are required to make in connection with
your contractual obligations. Refer to our Final Rule: Disclosure
in
Management`s Discussion and Analysis at
http://www.sec.gov/rules/final/33-8182.htm.
32. Leasing of CDMA Network Capacity, page F-67.
4. We note that you accounted for the CDMA Network Capacity
Agreement
as an operating lease. Tell us your consideration of paragraph 7
of
SFAS 13.
37. Events After Balance Sheet, page F-75
(b) New connected transaction agreements
(i) New CDMA Lease, page F -75.
5. Tell us you accounted for the new CDMA Lease and your basis in
the
accounting literature.
6. We note that the constructed capacity related costs are borne
by
both you and Unicom New World. Tell us your consideration of SAB
Topic 5T.
(ii) New Comprehensive Operator Services Agreement, page F-75.
7. Considering that most of the value-added service revenue is
allocable to, and retained by, New Guoxin, tell us how you have
accounted for the subject revenue and your consideration of EITF F
99-19.
40. Significant Differences Between HK GAAP and US GAAP, page F-
76.
(H) Impairment of goodwill and long-lived assets
(ii) Long-lived assets, page F-79.
8. It appears that you accounted for the sale of the paging
business
as a distribution to owners in a spin-off as addressed in
paragraph
29 of SFAS 144. However, in view of the consideration that you
received for the disposal of the business, the transaction does
not
seem to be analogous to a spinoff and the cited guidance does not
seem to be applicable. Please advise or revise.
9. We note in this section and on page 86 that you accounted for
the
loss on the sale of Guoxin Paging in discontinued operations under
US
GAAP. In view of your revenue sharing arrangement and other
continuing agreements with Guoxin Paging following its sale, tell
us
how you met the test for reporting discontinued operations under
paragraph 42 of SFAS 144. Additionally tell us the significance of
continuing cash flows from your transactions with Guoxin Paging.
10. Refer to page 113. Tell us the nature of the conditions in
the
"conditional" sale and purchase agreement with respect to Guoxin
Paging. Please disclose the warranties given by CUCL to the A
Share
Company in relation to Guoxin Paging and how you accounted for
these
warranties in the financial statements. Refer to paragraphs 13
and
14 of FIN 45.
11. Supplementally confirm to us that in 2003, you recorded an
additional impairment loss related to the fixed assets of the
paging
business in the amount of RMB 528 million which is included in
your
operating income separately from the loss on sale of discontinued
operation.
12. Please clarify the discrepancies in the impairment disclosures
on
pages 77 and 83. On page 77, you disclosed that it was not
necessary
to make an additional impairment provision for 2002 and that the
amount of impairment loss recorded for 2003 was RMB 528 million.
However, in the table on page 83, you listed impairment losses of
RMB
116 million and RMB 557 million for the Paging Business, for 2002
and
2003, respectively.
Consolidated Statements of Income, page F-87
13. We note that depreciation and amortization may include costs
related to assets used to generate revenues. Please tell us your
consideration of SAB Topic 11(b) and include a revised
presentation
in Note 40.
Item 15. Controls and Procedures, page 140.
Part I, Item 15. Disclosure Controls and Procedures, page 139
14. We note your statement that your certifying officers
concluded
your disclosure controls and procedures were "adequate." In light
of
your described material weakness in internal control over
financial
reporting, please confirm to us in your response letter that your
officers` use of the term "adequate" here denotes a standard that
is
not lower than "effective" for Item 15(a) purposes and that they
considered the material weakness in making their conclusion.
Also,
please tell us why you have used the phrase "subject to the full
implementation of the measures discussed above" here and whether
it
is a qualification to the officers` effectiveness conclusion.
In future filings and to minimize confusion about your officers`
Item
15(a) conclusion, please consider plainly stating, if true, that
your
disclosure controls and procedures were effective.
15. Please note that Item 15(d) requires you disclose any
change,
not just significant ones, in your internal control over financial
reporting identified in connection with the evaluation required by
Exchange Act Rule 13a-15(d) that occurred during the period
covered
by the annual report that has materially affected, or is
reasonably
likely to materially affect, your internal control over financial
reporting. Therefore, confirm to us in your response letter that
you
have described all changes in your internal control over financial
reporting that occurred during the period covered by the Form 20-F
that has materially affected, or is reasonably likely to
materially
affect, your internal control over financial reporting.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Please file your response
letter
via EDGAR. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters. Please contact Cheryl Grant,
Staff
Attorney, at (202) 551-3359 or me at (202) 551-3810 with any other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Tong Jilu
China Unicom Limited
July 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE