Form SC 13D/A CHINA UNICOM (HONG KONG) Filed by: TELEFONICA S A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D/A

(Rule 13d-101)

(Information to be Included in Statements Filed Pursuant to

� 240.13d-1(a) and Amendments Thereto Filed

Pursuant to � 240.13d-2(a))

Under the Securities Exchange Act of 1934

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China Unicom (Hong Kong) Limited

(Name of Issuer)

Ordinary shares of par value HK$0.10 per share

(Title of Class of Securities)

16945R 10 4

(CUSIP Number)

Consuelo Barb� Capdevila

Telef�nica, S.A.

28050 Madrid, Spain

Telephone: (+34)�91 4823733

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November�13, 2014

(Date of Event Which Requires Filing of This Statement)

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If the filing person has previously filed a statement on Schedule�13G to report the acquisition that is the subject of this Schedule�13D, and is filing this schedule because of ���240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.���

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CUSIP�No.��16945R 10 4	�	13D	�

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��1.�	�	NAME OF REPORTING PERSON � TELEF�NICA, S.A.
��2.	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)��x��������(b)��� �
��3.	�	SEC USE ONLY �
��4.	�	SOURCE OF FUNDS � [WC]
��5.	�	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)��� �
��6.	�	CITIZENSHIP OR PLACE OF ORGANIZATION � THE KINGDOM OF SPAIN
NUMBER�OF SHARES ��BENEFICIALLY�� OWNED�BY EACH REPORTING PERSON WITH �			��	��7.�	��	SOLE VOTING POWER � [None]
			��	��8.	��	SHARED VOTING POWER � 600,307,487
			��	��9.	��	SOLE DISPOSITIVE POWER � [None]
			��	10.	��	SHARED DISPOSITIVE POWER � 600,307,487
11.	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 600,307,487
12.	�	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES��� �
13.	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 2.51%
14.	�	TYPE OF REPORTING PERSON � CO

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CUSIP�No.��16945R 10 4	�	13D	�

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��1.�	�	NAME OF REPORTING PERSON � TELEF�NICA INTERNACIONAL, S.A.U.
��2.	�	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)��x��������(b)��� �
��3.	�	SEC USE ONLY �
��4.	�	SOURCE OF FUNDS � [WC]
��5.	�	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR�2(e)��� �
��6.	�	CITIZENSHIP OR PLACE OF ORGANIZATION � THE KINGDOM OF SPAIN
NUMBER�OF SHARES ��BENEFICIALLY�� OWNED�BY EACH REPORTING PERSON WITH �			��	��7.�	��	SOLE VOTING POWER � [None]
			��	��8.	��	SHARED VOTING POWER � 600,307,487
			��	��9.	��	SOLE DISPOSITIVE POWER � [None]
			��	10.	��	SHARED DISPOSITIVE POWER � 600,307,487
11.	�	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 600,307,487
12.	�	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES��� �
13.	�	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) � 2.51%
14.	�	TYPE OF REPORTING PERSON � CO

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SCHEDULE 13D

Introduction

This Amendment No.�7 (this �Amendment�) amends and supplements the statement on Schedule 13D (the �Schedule 13D�) dated October�24, 2008, as subsequently amended by Amendment No.�1 dated September�17, 2009, Amendment No.�2 dated October�27, 2009, and Amendment No.�3 dated February�8, 2011, Amendment No.�4 dated September�7, 2011, Amendment No.�5 dated June�13, 2012, and Amendment No.�6 dated July�30, 2012 filed jointly by Telef�nica, S.A., a corporation organized under the laws of the Kingdom of Spain (�Telef�nica�), and Telef�nica Internacional, S.A.U., a wholly-owned subsidiary of Telef�nica (�Telef�nica Internacional�), with respect to the ordinary shares, HK$0.10 par value per share, of China Unicom (Hong Kong) Limited, a telecommunications company organized under the laws of Hong Kong (�China Unicom�). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13D.

Number of shares beneficially owned by each reporting person are amended as follows:

On November�10, 2014, Telef�nica, through its 100% subsidiary, Telef�nica Internacional, proceeded to the sale of 597,844,100 ordinary shares of China Unicom (Hong Kong) Limited (�China Unicom�), representing approximately 2.5�% of the share capital of China Unicom, by a block trade process, at a price of HK$11.14 per share, for a total amount of HK$6,660 million, approximately �687�million at current exchange rates.

The transaction was completed on November�13, 2014.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November�17, 2014

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Exhibit Index

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Exhibit No.	�	�
1.	�	Subscription Agreement, dated September�6, 2009 between Telef�nica, S.A. and China Unicom (Hong Kong) Limited.*
2.	�	Joint Filing Agreement, dated September�24, 2009, between Telef�nica, S.A. and China Unicom (Hong Kong) Limited.*
3.	�	Enhanced Strategic Alliance Agreement , dated January�23, 2011 between Telef�nica, S.A. and China Unicom (Hong Kong) Limited.*
4.	�	Agreement, dated June�10, 2012 between Telef�nica Internacional, S.A.U., and a 100% owned subsidiary of China United Network Communications Group Company Limited. *
5.	�	Supplemental Agreement to the Share Purchase Agreement for the Sale and Purchase of Shares in China Unicom (HONG KONG) Limited, dated July�21, 2012 between Telef�nica Internacional, S.A.U., and a 100% owned subsidiary of China United Network Communications Group Company Limited.*

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*	Previously filed.

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Schedule I

Executive Officers and Directors of Telef�nica

The directors and executive officers of Telef�nica as of the date hereof are set forth below. The business address of each director or executive officer is that of Telef�nica located at Distrito C, Ronda de la Comunicaci�n s/n, 28050 Madrid, Spain. Unless noted otherwise, each of the named individuals is a citizen of the Kingdom of Spain.

Directors and Officers of Telef�nica

MEMBERS OF THE BOARD OF DIRECTORS

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�	��	Principal activities inside the Group	��	Principal Activities outside the Group
C�sar Alierta Izuel	��	Executive Chairman of Telef�nica, S.A.	��	Director of China Unicom (Hong Kong) Limited
	��		��	Director of International Consolidated Airlines Group (AIG) � Chaiman of the Consejo Empresarial de la Competitividad (Business Competitiveness Council) � Trustee of Fundaci�n Bancaria Caja de Ahorros y Pensiones de Barcelona (�La Caixa�)
Isidro Fain� Casas	��	Vice Chairman of Telef�nica, S.A.	��	Chairman of Fundaci�n Bancaria Caja de Ahorros y Pensiones de Barcelona (�la Caixa�)
	��		��	Chairman of Caixabank, S.A.
	��		��	Chairman of Criteria Caixaholding, S.A.
	��		��	Vice Chairman 1� of Abertis Infraestructuras, S.A.
	��		��	Chairman of Confederaci�n Espa�ola de Cajas de Ahorros
	��		��	Vice Chairman 1� of Repsol, S.A.
	��		��	Director of Banco Portugu�s de Investimento, SA (BPI)
	��		��	Vice Chairman 2� of Sociedad General de Aguas de Barcelona, S.A. (AGBAR) � Vice-Chairman of European Savings Bank Group (ESG) and World Savings Bank Institute (WSBI)
	��		��	Non-executive Director of the Bank of East Asia � Member of the Consejo Empresarial de la Competitividad (Business Competitiveness Council)
Ignacio Moreno Mart�nez	��	Director of Telef�nica, S.A.	��	Non-executive president of Metrovacesa, S.A.
Julio Linares L�pez	��	Vice Chairman of Telef�nica, S.A.	��
Jos� Mar�a Abril P�rez	��	Vice Chairman of Telef�nica, S.A.	��
Fernando de Almansa Moreno Barreda	��	Director of Telef�nica, S.A.	��	Substitute Director of Grupo Financiero BBVA Bancomer, S.A. de C.V.
	��		��	Substitute Director of BBVA Bancomer, S.A.
	��	Director of Telef�nica Brasil, S.A.	��
	��	Director of Telef�nica M�viles M�xico, S.A. de C.V.	��

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MEMBERS OF THE BOARD OF DIRECTORS

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�	��	Principal activities inside the Group	��	Principal Activities outside the Group
Jos� Mar�a �lvarez Pallete L�pez	��	COO (Chief Operating Officer) of Telef�nica, S.A.	��
Santiago Fern�ndez Valbuena	��	Director of Telef�nica, S.A. � Chief Strategy Officer (CSO) � Vice Chairman of Telef�nica Brasil, S.A.	��	Director of Ferrovial, S.A.
Eva Castillo Sanz	��	Director of Telef�nica, S.A. � Chairman of Supervisory Board of Telef�nica Deutschland Holding A.G.	��	Director of Bankia, S.A.
Carlos Colomer Casellas	��	Director of Telef�nica, S.A.	��	Chairman of Inversiones Mobiliarias Urquiola, S.A., SICAV
	��		��	Chairman of Ahorro Burs�til, S.A. SICAV
	��		��	Independent Director of MDF Family Partners � Chairman of Haugron Holdings S.L. � Independent Director of Abertis Infraestructuras, S.A.
Peter Erskine (citizen of the United Kingdom)	��	Director of Telef�nica, S.A.	��	Chairman of the Advisory Board of the Henley Management Centre
	��		��	Chairman of Ladbrokes, Plc
Alfonso Ferrari Herrero	��	Director of Telef�nica, S.A.	��
	��	Substitute Director of Telef�nica Chile, S.A.	��
	��	Director of Telef�nica del Per�, S.A.A.	��
Luiz Fernando Furl�n	��	Director of Telef�nica, S.A.	��	Chairman of Amazonas Sustainability Foundation
	��	Director of Telef�nica Brasil, S.A.	��	Director of BRF, S.A.
	��		��	Director of AGCO Corporation � Member of the Consultative Board of Abertis Infraestructuras S.A. � Member of the Global Ocean Commission
Gonzalo Hinojosa Fern�ndez de Angulo	��	Director of Telef�nica, S.A. � Director of Telef�nica del Per�, S.A.A:	��
Pablo Isla Alvarez de Tejera	��	Director of Telef�nica, S.A.	��	Chairman and CEO of Inditex, S.A.
Antonio Massanell Lavilla	��	Director of Telef�nica, S.A.	��	Vice-President of Caixabank, S.A. � Director of Sociedad de Gesti�n de Activos Inmobiliarios procedentes de la Reestructuraci�n Bancaria (SAREB) � Chairman of Barcelona Digital Centre Tecnologic � Non-executive Chairman of CECA BANK

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MEMBERS OF THE BOARD OF DIRECTORS

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�	��	Principal activities inside the Group	��	Principal Activities outside the Group
	��		��	Director of Boursorama S.A. � Director of Mediterranea Beach & Golf Community, S.A. � Member of the Plenary of the Chamber of Commerce of Barcelona � Member of the Euro Retail Patments Board (ERPB)
Francisco Javier de Paz Mancho	��	Director of Telef�nica, S.A.	��	Member of the Executive Committee of the Chambers Board (Consejo Superior de C�maras)
	��	Director of Telef�nica de Argentina, S.A.	��
	��	Director of Telef�nica Brasil, S.A.	��
	��	Chairman of Telef�nica Gesti�n de Servicios Compartidos, S.A.U.	��
Chang Xiaobing (citizen of the People�s Republic of China)	��	Director of Telef�nica, S.A.	��	Chairman of China United Network Communications Group Company Limited
	��		��	Chairman of China United Network Communications Limited
	��		��	Executive Chairman of China Unicom (Hong Kong) Limited
	��		��	Chairman of China United Network Communications Corporation Limited

Executive Officers

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C�sar Alierta Izuel	��	Chairman and Chief Executive Officer
Jos� Mar�a �lvarez-Pallete L�pez	��	Chief Operating Officer
Santiago Fern�ndez Valbuena	��	Chief Strategy Officer
Ramiro S�nchez de Ler�n Garc�a-Ovies	��	General Secretary and Secretary of the Board of Directors
Guillermo Ansaldo Lutz	��	Chief Global Ressources Officer
Angel Vil� Boix � Eduardo Navarro de Carvalho	��	Chief Financial and Corporate Development Officer � Chief Commercial Digital Officer

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