SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
PCCW LIMITED
(Name of Issuer)
Ordinary Shares (Par Value HK$0.25
Per Share)
(Title of Class of Securities)
70454G207
(CUSIP Number)
Helen Chu
Pacific Century Group Holdings Limited, Pacific Century
Diversified
Limited and Pacific Century International Limited
c/o 38/F., Citibank Tower, Citibank Plaza
3 Garden Road, Central, Hong Kong
Tel: 852-2514-8680
Lim Beng Jin
Pacific Century Regional Developments Limited
6 Battery Road, #38-02, Singapore 049909
Tel : 65-6230-8787
Copy to:
William Barron
Davis Polk & Wardwell
The Hong Kong Club Building
3A Chater Road
Hong Kong
(Name, Address and Telephone Number
of Person Authorized
to Receive Notices and Communications)
April 18, 2004
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
The remainder of this cover page shall be filled out for a reporting person s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A RICHARD LI TZAR KAI |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* PF |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Hong Kong & Canada |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 169,817,824 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 169,817,824 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,817,824 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% |
||
| 14 | TYPE
OF REPORTING PERSON* IN |
||
*See Instructions
2
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY GROUP HOLDINGS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-BK |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British Virgin Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,549,938,605 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,549,938,605 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in the British Virgin Islands with limited liability) |
||
*See Instructions
3
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY DIVERSIFIED LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 169,817,824 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 169,817,824 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,817,824 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in the Cayman Islands with limited liability) |
||
*See Instructions
4
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Singapore |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,528,781,171 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,528,781,171 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,528,781,171 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in Singapore with limited liability) |
||
*See Instructions
5
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY INSURANCE HOLDINGS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 2,007,870 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 2,007,870 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,007,870 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in Bermuda with limited liability) |
||
*See Instructions
6
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY INTERNATIONAL LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cook Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,528,781,171 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,528,781,171 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,528,781,171 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in Cook Islands with limited liability) |
||
*See Instructions
7
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,528,781,171 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,528,781,171 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,528,781,171 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in Cayman Islands with limited liability) |
||
*See Instructions
8
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A ANGLANG INVESTMENTS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British Virgin Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,528,781,171 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,528,781,171 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,528,781,171 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in BVI with limited liability) |
||
*See Instructions
9
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A CHILTONLINK LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British Virgin Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 169,817,824 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 169,817,824 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,817,824 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in the British Virgin Islands with limited liability) |
||
*See Instructions
10
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A PACIFIC CENTURY INSURANCE COMPANY LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 2,007,870 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 2,007,870 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,007,870 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON* IC-CO (a company incorporated in Bermuda with limited liability) |
||
*See Instructions
11
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A BRIGHT VICTORY INTERNATIONAL LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* AF-WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British Virgin Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 2,007,870 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 2,007,870 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,007,870 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
||
| 14 | TYPE
OF REPORTING PERSON* HC-CO (a company incorporated in the British Virgin Islands ) |
||
*See Instructions
12
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A O.S. HOLDINGS LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* Not applicable |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,549,938,605 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 0 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* HC- CO (a company incorporated in Bermuda) |
||
*See Instructions
13
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A OCEAN STAR INVESTMENT MANAGEMENT LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* Not applicable |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 0 |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,549,938,605 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* CO (a company incorporated in Bermuda) |
||
*See Instructions
14
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A OCEAN STAR MANAGEMENT LIMITED |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* Not applicable |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,549,938,605 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 0 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* CO (a company incorporated in Bermuda) |
||
*See Instructions
15
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A THE OCEAN UNIT TRUST |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* OO |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,549,938,605 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,549,938,605 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* OO (a unit trust established under the laws of Bermuda) |
||
*See Instructions
16
| CUSIP No. 70454G207 |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A THE STARLITE UNIT TRUST |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* OO |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Bermuda |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 1,549,938,605 ordinary shares |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,549,938,605 ordinary shares |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,549,938,605 ordinary shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% |
||
| 14 | TYPE
OF REPORTING PERSON* OO (a unit trust established under the laws of Bermuda) |
||
*See Instructions
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This Amendment No. 5 (the “Amendment”) hereby amends and supplements the statement on Schedule 13D, originally filed on December 11, 2000 (as heretofore amended and supplemented, the “Schedule 13D”) to report (i) additional Reporting Persons and (ii) that each of Richard Li Tzar Kai, Chiltonlink Limited and Pacific Century Diversified Limited’s beneficial ownership of the ordinary shares of PCCW Limited has fallen below five percent as a result of the transactions described in Item 6 and therefore their obligation to file a Schedule 13D has been terminated.
All defined terms shall have the same meaning as previously ascribed to them in the Schedule 13D, unless otherwise noted. In this Amendment, the determination of “beneficial ownership,” “beneficial interest,” “beneficially held,” “beneficially owned,” and other similar terms are based on Rule 13d-3 of the Exchange Act and related rules and regulations promulgated by the U.S. Securities and Exchange Commission. The filing of this amended Schedule 13D shall not be construed as an admission that the Reporting Persons (defined below) are, for the purposes of Section 13(d) or 13(g) of the Exchange Act and other purposes, the beneficial owner of any securities covered by this statement.
Item 1. Security and Issuer
Item 1 to the Schedule 13D remains unchanged.
Item 2. Identity and Background
Item 2 to the Schedule 13D is amended and restated in its entirety to read as follows:
(a), (b), and (c): This Schedule 13D is being jointly filed by the following persons (each a “Reporting Person” and together the “Reporting Persons”):
| (1) | Richard Li Tzar Kai (“Mr. Li”), previously a reporting person, currently beneficially owns less than 5% of the Shares. Mr. Li is the Chairman of the Issuer, Chairman and Chief Executive of the Pacific Century Group at c/o 38th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong and Chairman of Pacific Century Regional Developments Limited. His business address is at 42nd Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong. The Issuer is one of Asia’s leading integrated communications companies and provides key services in the areas of: integrated telecommunications; broadband solutions; connectivity; narrowband and interactive broadband (Internet services); business e-solutions; data centers and related infrastructure. |
| (2) | Pacific Century Group Holdings Limited (“PCG”) is a company incorporated in the British Virgin Islands with limited liability. The principal business of PCG is the investment in and holding of interests in companies engaged in telecommunications and IT services, real estate, property and infrastructure and financial services. PCG’s principal office is at Romasco Place, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. Pursuant to the transactions described in Item 6, one-third of the issued share capital of PCG (“PCG Shares”) was transferred to Ocean Star Management Limited as trustee of the Ocean Unit Trust and two-thirds of PCG Shares were transferred to Ocean Star Management Limited as trustee of the Starlite Unit Trust. |
| (3) | Pacific Century Diversified Limited (“PCD”), previously a reporting person, currently beneficially owns less than 5% of the Shares. PCD is a company incorporated in the Cayman Islands with limited liability. The principal business of PCD is the investment in and holding of interests in companies engaged in telecommunications and IT services, real estate and property investment. PCD’s principal office is at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands. PCD is a wholly-owned subsidiary of Chiltonlink Limited which is, in turn 100% owned by Mr. Li. |
| (4) | Pacific Century Regional Developments Limited (“PCRD”) is a company incorporated in Singapore with limited liability. The shares of PCRD are listed on the Singapore Exchange Securities Trading Limited. The principal business of PCRD includes the holding of interests in telecommunications and IT services, financial services, property investment and development and infrastructure, throughout the Asia-Pacific region. PCRD’s principal office is at 6 Battery Road, #38-02, Singapore 049909. Approximately 37.8% |
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| of PCRD’s issued share capital is owned by Anglang Investments Limited which is a wholly-owned subsidiary of Pacific Century Group (Cayman Islands) Limited (“PCGCI”). PCGCI also directly owns approximately 37.5% of PCRD’s issued share capital. All of PCGCI’s issued share capital is owned by Pacific Century International Limited which is, in turn, a wholly-owned subsidiary of PCG. | |
| (5) | Pacific Century Insurance Holdings Limited (“PCIHL”) is a company incorporated in Bermuda with limited liability. Its ordinary shares are listed on The Stock Exchange of Hong Kong Limited. The principal business of PCIHL is holding investments. PCIHL’s principal office is at Suite 1401-1410, 14/F, One Pacific Place, 88 Queensway, Admiralty, Hong Kong. Approximately 45.1% of PCIHL’s issued share capital is owned by PCRD. |
| (6) | Pacific Century International Limited (“PCIL”) is a company incorporated in the Cook Islands with limited liability. The principal business of PCIL is the investment in and holding of interests in Pacific Century Group (Cayman Islands) Limited. PCIL’s principal office is at CIDB Building, Avarua, Rarotonga, Cook Islands. PCIL is a wholly-owned subsidiary of PCG. |
| (7) | Pacific Century Group (Cayman Islands) Limited (“PCGCI”) is a company incorporated in the Cayman Islands with limited liability. The principal business of PCGCI is the investment in and holding of interests in Anglang Investments Limited and PCRD. PCGCI’s principal office is at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands. PCGCI directly owns approximately 37.5% of PCRD’s issued share capital and 100% of Anglang Investment Limited’s issued share capital. PCGCI is a wholly-owned subsidiary of PCIL. |
| (8) | Anglang Investments Limited (“Anglang”) is a company incorporated in the British Virgin Islands with limited liability. The principal business of Anglang is the investment in and holding of interests in PCRD. Anglang’s principal office is at Columbus Centre Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands. Anglang directly owns approximately 37.8% of PCRD’s issued share capital. Anglang is a wholly-owned subsidiary of PCGCI. |
| (9) | Chiltonlink Limited (“Chiltonlink”), previously a reporting person, currently beneficially owns less than 5% of the Shares. Chiltonlink is a company incorporated in the British Virgin Islands with limited liability. The principal business of Chiltonlink is the investment in and holding of interests in PCD. Chiltonlink’s principal office is at P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. All of Chiltonlink’s issued share capital is owned by Mr. Li. |
| (10) | Pacific Century Insurance Company Limited (“PCI”) is a company incorporated in Bermuda with limited liability. The principal business of PCI is the provision of life insurance and other types of insurance. PCI’s principal office is at 12-13/F, Island Place Tower, 510 King’s Road, North Point, Hong Kong. All of PCI’s issued share capital is owned by Bright Victory International Limited. |
| (11) | Bright Victory International Limited (“BVIL”) is a company incorporated in the British Virgin Islands. The principal business of BVIL is the investment in and holding of interests in PCI. BVIL’s principal office is at P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. All of BVIL’s issued share capital is owned by PCIHL. |
| (12) | O.S. Holdings Limited (“OSHL”) is a company incorporated in Bermuda. The principal business of OSHL is the investment in and holding of interests in Ocean Star Management Limited. OSHL’s principal office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. |
| (13) | Ocean Star Investment Management Limited (“OSIML”) is a company incorporated in Bermuda. The principal business of OSIML is to act as manager of the Ocean Unit Trust and the Starlite Unit Trust. OSIML’s principal office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. OSIML has the sole power to dispose of deposited property held by the Ocean Unit Trust and the Starlite Unit Trust. |
| (14) | Ocean Star Management Limited (“OSML”) is a company incorporated in Bermuda. The principal business of OSML is to act as the trustee of the Ocean Unit Trust and the Starlite Unit Trust. OSML’s |
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| principal office is at Clarendon House, Church Street, Hamilton HM 11, Bermuda. OSML has the sole power to vote with respect to deposited property held by the Ocean Unit Trust and the Starlite Unit Trust. All of OSML’s issued share capital is owned by OSHL. | |
| (15) | The Ocean Unit Trust is a unit trust established under the laws of Bermuda. The principal business of the Ocean Unit Trust is the investment in and holding of interests in PCG. The Ocean Unit Trust’s principal office is at Clarendon House, Church Street, Hamilton HM 11, Bermuda. |
| (16) | The Starlite Unit Trust is a unit trust established under the laws of Bermuda. The principal business of the Starlite Unit Trust is the investment in and holding of interests in PCG. The Starlite Unit Trust’s principal office is at Clarendon House, Church Street, Hamilton HM 11, Bermuda. |
Information with respect to the directors and executive officers, controlling person(s) and directors and executive officers of any corporation or other person ultimately in control of PCG, PCD, PCRD, PCIHL, PCIL, PCGCI, Anglang, Chiltonlink, PCI, BVIL, OSHL, OSIML, OSML, the Ocean Unit Trust and the Starlite Unit Trust is set forth on Schedule I attached to the Amendment, and is incorporated herein by reference.
(d) and (e): During the last five years, none of the Reporting Persons, or to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Li is a citizen of Canada and the Hong Kong Special Administrative Region of the People’s Republic of China.
Item 3: Source and Amount of Funds or Other Consideration
Item 3 to the Schedule 13D is supplemented by adding the following paragraphs after the last paragraph of Item 3.
In 2001, PCI acquired US$28 million 3.5% Convertible Guaranteed Bonds due 2005 issued by PCCW Capital Limited (formerly known as Tolworth Finance Limited) (the “Bonds”) for an aggregate purchase price of US$25,027,055.56 in the open market through BNP Paribas Peregrine Securities Limited, Merrill Lynch International and JPMorgan Securities Limited (formerly Jardine Fleming Securities Limited).
On June 19, 2002, PCI sold a principal amount of US$14 million of the Bonds for an aggregate price of US$14,974,722.21 in the open market through Citigroup Global Markets Limited London (formerly Salomon Brothers International Ltd) and Barclays Bank PLC London.
On July16, 2003, PCI sold an additional principal amount of US$4 million of the Bonds for an aggregate price of US$4,745,944.44 in the open market through Citigroup Global Markets Limited London. PCI currently holds a principal amount of US$10 million of the Bonds.
The Bonds currently held by PCI were convertible into 2,007,870 Shares (constituting approximately 0.04% of the outstanding Shares as of April 19, 2004, after taking into account such conversion) based on a conversion price of US$4.9804 per Share. The Bonds may be converted at any time during the period beginning one month after their issuance and up to and including November 21, 2005.
The Bonds purchased by PCI were acquired with working capital.
As more fully described in Item 6, on April 18, 2004, Mr. Li transferred one-third of the PCG Shares to OSML as trustee of the Ocean Unit Trust in exchange for all of the units of the Ocean Unit Trust and two-thirds of the PCG Shares to OSML as trustee of the Starlite Unit Trust in exchange for all of the units of the Starlite Unit Trust.
20
OSHL, OSIML OSML, the Ocean Unit Trust and the Starlite Unit Trust did not directly acquire any Shares.
Item 4: Purpose of Transactions
Item 4 to the Schedule 13D is amended and restated in its entirety to read as follows:
The purpose of the transfer of PCG Shares by Mr. Li to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust was to achieve certain trusts and estate planning objectives of Mr. Li. The units of the Ocean Unit Trust and the Starlite Unit Trust are now held by private trusts settled by Mr. Li.
The purpose of the acquisition of all the other Shares, American Depositary Receipts, Warrants and Bonds described in this Schedule 13 D was for investment.
Except as otherwise described in this Schedule 13D, neither the Reporting Persons nor the persons listed on Schedule I currently have any plans or proposals which relate to or would result in any transaction, event or action enumerated in the paragraphs of Item 4 of the Form of Schedule 13D.
Each of the Reporting Persons expects to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, alternative investment opportunities and financial considerations of the Reporting Persons and other factors. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, any one or more of Reporting Persons (and their respective affiliates) may purchase additional Shares, American Depositary Receipts, warrants or bonds or other securities of the Issuer or may sell or transfer Shares, American Depositary Receipts, warrants or bonds (or any of the Shares into which such Bonds are converted) beneficially owned by them from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Shares, bonds or other securities. To the knowledge of each Reporting Person, each of the persons listed on Schedule I hereto may make similar evaluations from time to time or on an ongoing basis and have similar reservations.
Item 5: Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is amended and restated in its entirety to read as follows:
| (a) | As of January 8, 2003, every five Shares of HK$0.05 was consolidated, each in the issued and unissued share capital of the Company, into one new Share of HK$0.25. |
| As of July 25, 2003, subscription for 715,000,000 new Shares was completed between the Issuer and PCRD. See “Item 6. Material Contracts” in Schedule 13D. | |
| The approximate aggregate percentage of the Shares reported beneficially owned by each Reporting Person herein is therefore based on 5,368,754,074 Shares outstanding, which is the total number of shares outstanding as of April 19, 2004 according to information provided by the Issuer. |
On April 18, 2004, Mr. Li transferred all the PCG Shares to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust. As of April 19, 2004:
| (1) | Mr. Li does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, Mr. Li may be deemed to beneficially own the 169,817,824 Shares (constituting approximately 3.2% of the Shares outstanding) directly owned by PCD. |
| (2) | PCG directly owns 20,354,286 Shares, constituting approximately 0.4% of the Shares outstanding. |
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| Because of Rule 13d-3 under the Exchange Act, PCG may be deemed to beneficially own the 1,526,773,301 Shares (constituting approximately 28.4% of the Shares outstanding) directly owned by PCRD, the 803,148 Shares (constituting approximately 0.01% of the Shares outstanding) that the PCCW Capital Limited’s 3.5% guaranteed convertible bonds due 2005 held by PCG are convertible into and the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, PCG may be deemed to beneficially own a total of 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding. | |
| (3) | PCD directly owns 169,817,824 Shares, constituting approximately 3.2% of the Shares outstanding. |
| (4) | PCRD directly owns 1,526,773,301 Shares, constituting approximately 28.4% of the Shares outstanding. Because of Rule 13d-3 under the Exchange Act, PCRD may be deemed to beneficially own the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, PCRD may be deemed to beneficially own a total of 1,528,781,171 Shares, constituting approximately 28.5% of the Shares outstanding. |
| (5) | PCIHL does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, PCIHL may be deemed to beneficially own the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. |
| (6) | PCIL does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, PCIL may be deemed to beneficially own the 1,526,773,301 Shares (constituting approximately 28.4% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, PCIL may be deemed to beneficially own a total of 1,528,781,171 Shares, constituting approximately 28.5% of the Shares outstanding. |
| (7) | PCGCI does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, PCGCI may be deemed to beneficially own the 1,526,773,301 Shares (constituting approximately 28.4% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, PCGCI may be deemed to beneficially own a total of 1,528,781,171 Shares, constituting approximately 28.5% of the Shares outstanding. |
| (8) | Anglang does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, Anglang may be deemed to beneficially own the 1,526,773,301 Shares (constituting approximately 28.4% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, Anglang may be deemed to beneficially own a total of 1,528,781,171 Shares, constituting approximately 28.5% of the Shares outstanding. |
| (9) | Chiltonlink does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, Chiltonlink may be deemed to beneficially own the 169,817,824 Shares (constituting approximately 3.2% of the Shares outstanding) directly owned by PCD. |
| (10) | PCI does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, PCI may be deemed to beneficially own the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that the PCCW Capital Limited’s 3.5% guaranteed convertible bonds due 2005 held by PCI are convertible into. |
| (11) | BVIL does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, BVIL may be deemed to beneficially own the 2,007,870 Shares (constituting approximately 0.04% of the Shares outstanding) that PCI may be deemed to beneficially own. |
| (12) | OSHL does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, OSHL may be deemed to beneficially own the 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding, that OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust may be deemed to |
22
| beneficially own. | |
| (13) | OSIML does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, OSIML may be deemed to beneficially own the 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding, that the Ocean Unit Trust and the Starlite Unit Trust may be deemed to beneficially own. |
| (14) | OSML does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, OSML may be deemed to beneficially own the 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding, that the Ocean Unit Trust and the Starlite Unit Trust may be deemed to beneficially own. |
| (15) | The Ocean Unit Trust does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, the Ocean Unit Trust may be deemed to beneficially own 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding, that PCG may be deemed to beneficially own. |
| (16) | The Starlite Unit Trust does not directly own any Shares. Because of Rule 13d-3 under the Exchange Act, the Starlite Unit Trust may be deemed to beneficially own 1,549,938,605 Shares, constituting approximately 28.9% of the Shares outstanding, that PCG may be deemed to beneficially own. |
(b) On April 18, 2004, Mr. Li transferred all the PCG Shares to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust. As of April 19, 2004:
| (1) | By virtue of (i) Mr. Li’s ownership and control of PCD, Mr. Li may be deemed to have the shared power to direct the vote and direct the disposition of the Shares held by PCD. |
| (2) | PCG has the shared power to vote and dispose of the 20,354,286 Shares that it directly owns and the 803,148 Shares it may be deemed to own. By virtue of PCG’s indirect ownership of 75.3% of PCRD’s issued capital stock, it also may be deemed to have the shared power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially owned by PCRD. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (3) | PCD has the shared power to vote and dispose of the 169,817,824 Shares that it directly owns. |
| (4) | PCRD has the shared power to vote and dispose of the 1,526,773,301 Shares that it directly owns. By virtue of PCRD’s ownership of 45.1% of PCIHL’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the Shares beneficially owned by PCIHL. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (5) | By virtue of PCIHL’s indirectly ownership of 100% of PCI’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the 2,007,870 Shares that PCI may be deemed to beneficially hold. |
| (6) | By virtue of PCIL’s indirect ownership of 75.3% of PCRD’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially |
23
| owned by PCRD. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. | |
| (7) | By virtue of PCGCI’s indirect ownership of 75.3% of PCRD’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially owned by PCRD. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (8) | By virtue of Anglang’s ownership of 37.8% of PCRD’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially owned by PCRD. PCRD’s ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (9) | By virtue of Chiltonlink’s ownership of 100% of PCD’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the Shares held by PCD. |
| (10) | PCI may be deemed to share the power to vote and dispose of the 2,007,870 Shares that it may be deemed to beneficially hold. |
| (11) | By virtue of BVIL’s ownership of 100% of PCI’s issued capital stock, it may be deemed to share the power to direct the vote and direct the disposition of the 2,007,870 Shares that PCI may be deemed to beneficially hold. |
| (12) | By virtue of OSHL’s ownership of 100% of OSML’s issued capital stock, OSHL may be deemed to share the power to direct the vote of the Shares held or deemed to be beneficially held by OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust. PCRD’s ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (13) | By virtue of OSIML’s position as manager of the Ocean Unit Trust and the Starlite Unit Trust under the |
24
| Ocean Unit Trust Deed and the Starlite Unit Trust Deed (defined below), OSIML may be deemed to share the power to direct the disposition of the Shares held or deemed to be beneficially held by the Ocean Unit Trust and the Starlite Unit Trust. PCRD’s ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. | |
| (14) | By virtue of OSML’s position as trustee of the Ocean Unit Trust and the Starlite Unit Trust under the Ocean Unit Trust Deed and the Starlite Unit Trust Deed (defined below), OSML may be deemed to share the power to direct the vote of the Shares held or deemed to be beneficially held by the Ocean Unit Trust and the Starlite Unit Trust. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (15) | By virtue of the Ocean Unit Trust’s ownership of one-third of PCG Shares, the Ocean Unit Trust may be deemed to share the power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially held by PCG. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (16) | By virtue of the Starlite Unit Trust’s ownership of two-thirds of PCG Shares, the Starlite Unit Trust may be deemed to share the power to direct the vote and direct the disposition of the Shares held or deemed to be beneficially owned by PCG. PCRD's ability to vote and dispose of up to 103,999,999 Shares may be limited due to agreements described in Item 6. |
| (c) | No transactions directly related to the Shares have been effected since February 18, 2004 by the Reporting Persons, or to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I, except for the following transaction: |
| Pursuant to an agreement dated May 22, 2002, Mr. Li agreed to transfer 1,162,800 Shares to Michael John Butcher at no cost in three equal installments. 387,600 Shares were transferred on April 3, 2003 and April 3, 2004, respectively. The last installment of 387,600 Shares will be transferred on April 3, 2005. Certain restrictions in the agreement limit the ability of Mr. Butcher from disposing the Shares. | |
| In March 2004, Lehman Brothers Commercial Corporation Asia Limited ("Lehman Brothers"), Intel and PCRD completed certain transactions described in Item 6. | |
| On April 18, 2004, Mr. Li, the Ocean Unit Trust, the Starlite Unit Trust, OSML and OSIML completed certain transactions described in Item 6 below. |
25
| (d) | PCRD and certain Reporting Persons only have the right to receive or the power to direct the receipt of dividends from Shares lent to Lehman Brothers that are not in Lehman Brothers’ possession to the extent Lehman Brothers receives such dividends and PCRD and certain Reporting Persons do not have the right to receive or the power to direct the receipt of proceeds from the sale of Shares lent to Lehman Brothers until such Shares have been returned to PCRD. |
| (e) | On April 18, 2004, Mr. Li transferred all the PCG Shares to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust and following this transaction, each of Mr. Li, Chiltonlink and PCD no longer beneficially owned 5% or more of the Shares, and accordingly, their obligation to file a Schedule 13D has been terminated. |
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 to the Schedule 13D is supplemented by adding the following paragraphs after the last paragraph of Item 6.
Convertible Bonds due 2005
Pursuant to a deed of trust between The Law Debenture Trust Corporation plc, PCCW Capital Limited (formerly known as Tolworth Finance Limited) and the Issuer, dated as of December 5, 2000 (the “Deed of Trust”), the Bonds due 2005 are convertible into Shares at a conversion price of US$1.0083 per Share. The conversion price will be adjusted in accordance with customary anti-dilution provisions. The Bonds due 2005 are convertible into Shares from January 5, 2001 up to and including November 21, 2005.
As a result of the consolidation of Shares, the conversion price was adjusted to US$5.0415 per share. The conversion price was further adjusted to US$4.9804 per share due to a placement of Shares on July 17, 2003, as further discussed under “Placement Agreement and Subscription Agreement” in the Schedule 13D.
The Deed of Trust incorporated by reference from the original Schedule 13D as Exhibit 7 to this Amendment is incorporated herein in its entirety by this reference.
AIG Securities Lending Agreement
In connection with the issuance of the AIG Bonds, PCRD entered into a securities lending agreement dated June 12, 2003 (the “AIG Securities Lending Agreement”) by which PCRD agreed to lend to AIG Asian Infrastructure Fund II L.P, American International Assurance Company (Bermuda) Limited and AIG Asian Opportunity Fund, L.P. (together the “Borrowers”) such number of Shares as they shall be entitled to receive on exchange of the
AIG Bonds. Voting rights in respect of PCCW Shares lent by PCRD to the Borrowers will be exercised in accordance with the instructions of PCRD, provided that the rights or position of the Borrowers and/or their affiliates under the AIG Bonds are not effected (as further described in the AIG Securities Lending Agreement) and the relevant Shares are in the possession of the Borrowers.
The AIG Securities Lending Agreement is attached as Exhibit 23 and is incorporated in and made part of this Amendment in its entirety by this reference.
AIG Share Charge Amendment Agreement On June 12, 2003, PCRD and AIG Global Investment Corporation (Asia) Limited entered into a Share Charge Amendment Agreement (the “AIG Share Charge Amendment Agreement”) under which PCRD mortgaged and assigned to AIG Global Investment Corporation (Asia) Limited all of its rights to the redelivery of Equivalent Securities under the AIG Securities Lending Agreement. The AIG Share Charge Amendment Agreement is attached as Exhibit 24 and is incorporated in and made part of this Amendment in its entirety by this reference. AIG Warranty Agreement On June 12, 2003, PCRD and each of the AIG bondholders entered into a Warranty Agreement (the “AIG Warranty Agreement”) under which PCRD made certain representations and warranties (as set out in the AIG Warranty Agreement) which the bondholders relied upon in entering into each of the Supplemental Deed Poll with respect to the AIG Bonds and the AIG Share Charge Amendment Agreement. The AIG Warranty Agreement is attached as Exhibit 25 and is incorporated in and made part of this Amendment in its entirety by this reference. Exchange of AIG Bonds If all of the AIG Bonds are exchanged for Shares at the current exchange
price, PCRD’s deemed beneficial interest in the Issuer would be reduced
by 229,411,765 Shares (assuming an exchange rate of HK$7.8 to US$1.00,
the Exchange Rate on April 20, 2004). As a result of the reduction of PCRD’s
interest in the Issuer, Anglang, PCGCI, PCIL, PCG, OSHL, OSIML, OSML, the
Ocean Unit Trust and the Starlite Unit Trust’s deemed beneficial interest
in the Issuer would be reduced by 229,411,765 Shares. Due to changes in the
beneficial ownership of the Reporting Persons, the second and third sentence of the second
paragraph under “Supplemental Deed Poll with respect to AIG Bonds” in
Item 6 above is hereby removed and deleted. Intel Waiver Letter By a letter agreement dated June 11, 2003 (the “Intel Waiver Letter”), Intel confirmed that the proposed change in PCRD's then current practice of consolidating the financial results of the Issuer into the accounts of PCRD would not be deemed to trigger a breach or Event of Default under the Intel Bonds. The Intel Waiver Letter is attached as Exhibit 26 and is incorporated in and made part of this Amendment in its entirety by this reference. Intel Security Agreement Amendment Letter In connection with the Intel Bonds, a letter agreement was entered into by and among PCRD, Intel and Intel Pacific Inc. on June 11, 2003 (the “Intel Security Agreement Amendment Letter”) to amend the definition of Valuation Date in Clause 1.2 of the Security Agreement in connection with the Intel Bonds from the last Business Day in each calendar month to the 15th day (or if such day is not a Business Day, the Business Day immediate thereafter) and the last Business Day of each calendar month respectively. The Intel Security Agreement Amendment Letter is attached as Exhibit 27 and is incorporated in and made part of this Amendment in its entirety by this reference. Intel Third Supplemental Deed Poll The Third Supplemental Deed Poll was entered into on November 24, 2003 by PCRD and was supplemental to the Deed Poll dated January 15, 2002 which created the Intel Bonds (the “Intel Third Supplemental Deed Poll”). The Intel Third Supplemental Deed Poll amended the exchange price for the Intel Bonds from the US dollar equivalent of HK$12.35 per PCCW Share to the US dollar equivalent of HK$8.50 per PCCW Share. The Intel Third Supplemental Deed Poll further provided that on the business day falling 180 days prior to December 7, 2005 (the “Exchange Price Reset Date”) the Exchange Price will be recalculated to the US dollar equivalent of the lower of: (i) HK$8.50 per Share; and (ii) an amount per Share calculated as 110% of the average of the closing quotations published in the daily official list of The Stock Exchange of Hong Kong Limited for one Share for the 60 trading days prior to the Exchange Price Reset Date. The Intel Third Supplemental Deed Poll is attached as Exhibit 28 and is incorporated in and made part of this Amendment in its entirety by this reference. Transfer of the Intel
Bonds Intel transferred to
Lehman Brothers,
for value received, the entire amount of the Intel Bonds (hereinafter referred
to as the “Lehman Bonds”) on March 4, 2004. The Form of Bond Transfers
is attached as Exhibit 29 and is incorporated in and made part of this Amendment in its entirety by
this reference. Supplemental Deed
Poll with Respect to the Transfer of the Intel Bonds to Lehman
Brothers The Fourth Supplemental
Deed Poll was entered into on March 8, 2004 by PCRD, relating to the transfer
of the Lehman Bonds from Intel to Lehman Brothers. The Fourth Supplemental
Deed Poll amended the Deed Poll dated January 15, 2002, changing the definitions
and language within to account for the transfer of the Lehman Bonds from
Intel to Lehman Brothers. This Supplemental Deed
Poll is attached as Exhibit 30 and is incorporated in and made part of this Amendment in its entirety by this
reference. Securities Lending
Agreement Novation In connection with the
transfer of the Lehman Bonds from Intel to Lehman Brothers, PCRD entered
into a Securities Lending Agreement Novation, dated March 8, 2004, for the
purposes of replacing Intel with the Lehman Brothers as the borrower under
the Securities Lending Agreement dated January 14, 2002. PCRD recited that
it agreed to release and discharge Intel from its liabilities and obligations
as Lehman Brothers and that the Lehman Brothers is to be substituted as the
borrower under the Securities Lending Agreement. The Securities Lending
Agreement Novation is attached as Exhibit 31 and is incorporated in and made part of this Amendment in its entirety by this
reference. Security Agreement
Novation In connection with the
transfer of the Lehman Bonds from Intel to Lehman Brothers, PCRD entered
into Security Agreement Novation, dated March 8, 2004, for the purposes of
replacing Intel with Lehman Brothers under the Security Agreement dated January
14, 2002. PCRD recited that it agreed to release and discharge Intel from
all liabilities and obligations arising in favor of or owed to PCRD by Intel
under the Security Agreement as Securities Borrower and that it releases
and discharges Intel Pacific, Inc. (“IPI”) from further obligations
arising in favor of or owed to PCRD by IPI under the Security Agreement and
the Share Charge
Agreement as security trustee. Intel and IPI release and discharge PCRD from
all liabilities and obligations arising in favor of or owed to them, and
the security in their favor created, by PCRD under the Security Agreement
and the Share Charge Agreement. The Securities Lending
Agreement Novation is attached as Exhibit 32 and is incorporated in and made part of this Amendment in its entirety by this
reference. Calculation Agency
Agreement In connection with the
transfer of the Lehman Bonds from Intel to Lehman Brothers, PCRD entered
into a Calculation Agency Agreement, dated March 8, 2004, for the purposes
of appointing Lehman Brothers Inc. the Approved Investment Bank under the
Deed Poll and in connection with the determination of a successor service
under the definition of “Spot Rate.” PCRD and Lehman Brothers (as
the bondholder), acknowledged that Lehman Brothers Inc. may from time to
time enter into or be interested in contracts or transactions with PCRD,
PCCW Limited or Lehman Brothers, and the parties to the agreement waived
any claims to conflict of interest, unfair dealing, breach of fiduciary duty
arising from a conflict of interest and any claims of a similar nature with
respect to Lehman Brothers Inc. carrying out their responsibilities as the
Approved Investment Bank. Lehman Brothers Inc. acknowledged that it still
had a duty to perform its duties in good faith and in a commercially reasonable
manner. The Calculation Agency
Agreement is attached as Exhibit 33 and is incorporated in and made part of this Amendment in its entirety by this
reference. Exchange of Lehman Bonds If all of the Lehman
Bonds are exchanged for Shares at the current exchange price of the US dollar equivelent of HK$ 8.50 per Share of HK$ 0.25, PCRD’s
deemed beneficial interest in the Issuer would be reduced by 91,764,706
Shares (based on the fixed exchange rate of HK$7.80 to US$1.00). As a
result of the reduction of PCRD’s interest in the Issuer, Anglang, PCGCI,
PCIL, PCG, OSHL, OSML, OSIML, the Ocean Unit Trust and the Starlite Unit
Trust’s deemed beneficial interest in the Issuer would be reduced by
91,764,706 Shares. Due to changes in the
exchange price and beneficial ownership of the Reporting Persons, the second
paragraph under “PCRD 3% Redeemable Exchangeable Bonds due 2006 to 2007” in
Item 6 above is hereby removed and deleted. Unit
Trust Deeds In
connection with the transfer of PCG Shares by Mr. Li, the Ocean Unit Trust
was established pursuant to a Unit Trust Deed dated April 18,
2004 between OSML and OSIML (the “Ocean Unit Trust Deed”). Under
the Ocean Unit Trust Deed, OSML was appointed as trustee and OSIML was appointed
as manager of the Ocean Unit Trust. Under the Ocean Unit Trust Deed, the
voting and dispositive power of deposited property (which includes the PCG
Shares) of the Ocean Unit Trust are bifurcated such that the trustee has
sole voting power and the manager has sole dispositive power over deposited
property. In
connection with the transfer of PCG Shares by Mr. Li, the Starlite Unit Trust
was established pursuant to a Unit Trust Deed dated April 18,
2004 between OSML and OSIML (the “Starlite Unit Trust Deed”). Under
the Starlite Unit Trust Deed, OSML was appointed as trustee and OSIML was
appointed as manager of the Starlite Unit Trust. Under the Starlite Unit
Trust Deed, the voting and dispositive power of deposited property 26 (which
includes the PCG Shares) of the Starlite Unit Trust are bifurcated such that
the trustee has sole voting power and the manager has sole dispositive power
over deposited property. The Ocean Unit Trust Deed and the Starlite Unit Trust Deed are attached
as Exhibit 34 and
Exhibit 35 and
are incorporated in and made part of this Amendment in their entirety by this reference.
Subscription
Applications Mr.
Li entered into a Subscription Application dated April 18, 2004 between Mr. Li and
OSIML (the “Ocean Subscription Application”) by which Mr. Li transferred
one-third of the PCG Shares to OSML as trustee of the Ocean Unit Trust in
exchange for all of the units of the Ocean Unit Trust. Mr.
Li entered into a Subscription Application dated April 18, 2004 between Mr. Li and
OSIML (the “Starlite Subscription Application”) by which Mr. Li
transferred two-thirds of the PCG Shares to OSML as trustee of the Starlite
Unit Trust in exchange for all of the units of the Starlite Unit Trust. The Ocean Subscription Application and the Starlite Subscription
Application are attached as Exhibit 36 and
Exhibit 37 and
are incorporated in and made part of this Amendment in their entirety by this reference.
Item 7: Material
to be Filed as Exhibits. Item
7 to the Schedule 13D is amended and restated in its entirety to read
as follows: 27 28 SIGNATURES After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and correct. Dated:
April 20,
2004 29 30 31 Schedule
I Directors
and executive officers, controlling person(s) and directors and executive
officers of any corporation or other person ultimately in control of PCG,
PCD, PCRD, PCIHL, PCIL, PCGCI, Anglang, Chiltonlink, PCI, BVIL, OSHL, OSIML,
OSML, the Ocean Unit Trust and the Starlite Unit Trust The
name, business address, present principal occupation or employment, citizenship
and interests in the Shares of the directors and executive officers of PCG,
PCD, PCRD, PCIHL, PCIL, PCGCI, Anglang, Chiltonlink, PCI, BVIL, OSHL, OSIML
and OSML are provided in this Schedule. Unless otherwise indicated, each individual’s employment is conducted at the principal office of the corporation
or other organization stated in Item 2 or this Schedule or at his or her business
address. PCG,
PCRD, PCIHL, PCIL, PCGCI, Anglang, PCI, BVIL, the Ocean Unit Trust and the
Starlite Unit Trust are ultimately controlled by OSHL and OSIML. The executive
officers and directors of OSHL and OSIML are provided in this Schedule. PCD
is ultimately controlled by Mr. Li. Entities
that may be deemed to be controlling person(s) of PCG, PCD, PCRD, PCIHL,
PCIL, PCGCI, Anglang, Chiltonlink, PCI, BVIL, OSML, the Ocean Unit Trust
and the Starlite Unit Trust are set forth in this Schedule. The
significant shareholders of OSHL and OSIML are set forth in this Schedule. The
filing of this amended Schedule 13D shall not be construed as an admission
that any of the persons or entities set forth in this Schedule I are controlling
persons or ultimate controlling persons of PCG, PCD, PCRD, PCIHL, PCIL, PCGCI,
Anglang, Chiltonlink, PCI, BVIL, OSHL, OSIML, OSML, the Ocean Unit Trust
and the Starlite Unit Trust. Unless
otherwise indicated, (i) the business address, present principal occupation
or employment, principal business and address of any corporation or other
organization in which such employment is conducted, citizenship and interests
in the Shares of each individual and (ii) place of organization, principal
business, address of principal office and interest in the Shares of each
corporation or other group discussed in Schedule I are provided in Item 2,
Item 5 or Schedule I of Schedule 13D. S-1 PACIFIC
CENTURY GROUP HOLDINGS LIMITED S-2 PACIFIC
CENTURY DIVERSIFIED LIMITED NAME
AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND S-3 PACIFIC
CENTURY REGIONAL DEVELOPMENTS LIMITED S-4 S-5 1 Its principal business is insurance holding and its principal office is at 10/F, Office Tower 2138, Wangfujindajie, Beijing, China.
S-6 Controlling
Persons The executive
officers and directors of the corporations stated below are provided elsewhere
in this Schedule I. S-7 S-8 PACIFIC
CENTURY INTERNATIONAL LIMITED Controlling
Persons The executive
officers and directors of the corporations stated below are provided elsewhere
in this Schedule I. S-9 PACIFIC
CENTURY GROUP (CAYMAN ISLANDS) LIMITED Controlling
Persons The executive
officers and directors of the corporations stated below are provided elsewhere
in this Schedule I. S-10 ANGLANG
INVESTMENTS LIMITED Controlling
Persons The executive
officers and directors of the corporations stated below are provided elsewhere
in this Schedule I. S-11 CHILTONLINK
LIMITED S-12 PACIFIC
CENTURY INSURANCE COMPANY LIMITED 8 Information
regarding the principal business and address of where employment is conducted
can be found in the information with respect to PCIHL. S-13 S-14 BRIGHT
VICTORY INTERNATIONAL LIMITED The executive
officers and directors of the corporations stated below are provided elsewhere
in this Schedule I. S-15 S-16 O.S.
HOLDINGS LIMITED 9 The
principal business of the company is semiconductors. S-17 OCEAN
STAR INVESTMENT MANAGEMENT LIMITED S-18 OCEAN
STAR MANAGEMENT LIMITED S-19 THE
OCEAN UNIT TRUST S-20 THE
STARLITE UNIT TRUST S-21 EXHIBITS
TO SCHEDULE 13D E-1
Exhibit
1:
Joint
Filing Agreement, dated as of December 11, 2000 (incorporated by
reference to the original Schedule 13D)
Exhibit
2:
Bridge
Loan Facility Letter dated November 30, 2000 and Drawdown Notice
dated December 1, 2000 (incorporated by reference to the original
Schedule 13D)
Exhibit
3:
(a)
Underwriting
Agreement, dated October 23, 2000, between Pacific Century CyberWorks
Limited and Pacific Century Group Holdings Limited (incorporated
by reference to the original Schedule 13D)
(b)
Supplemental
Agreement to the Underwriting Agreement, dated November 9, 2000,
between Pacific Century CyberWorks Limited and Pacific Century Group
Holdings Limited (incorporated by reference to the original Schedule
13D)
(c)
Underwriting
Agreement, dated October 23, 2000, between Pacific Century CyberWorks
Limited and Pacific Century Diversified Limited (incorporated by
reference to the original Schedule 13D)
(d)
Supplemental
Agreement to the Underwriting Agreement, dated November 9, 2000,
between Pacific Century CyberWorks Limited and Pacific Century Diversified
Limited (incorporated by reference to the original Schedule 13D)
(e)
Underwriting
Agreement, dated October 23, 2000, between Pacific Century CyberWorks
Limited and Pacific Century Regional Developments Limited (incorporated
by reference to the original Schedule 13D)
(f)
Supplemental
Agreement to the Underwriting Agreement, dated November 9, 2000,
between Pacific Century CyberWorks Limited and Pacific Century Regional
Developments Limited (incorporated by reference to the original Schedule
13D)
Exhibit
4:
Letter
Agreement dated October 23, 2000 among Pacific Century Group Holdings
Limited, Pacific Century Diversified Limited and Pacific Century
Regional Developments Limited (incorporated by reference to the original
Schedule 13D)
Exhibit
5:
Warrant
Instrument, dated December 4, 2000 (incorporated by reference to
the original Schedule 13D)
Exhibit
6:
Amended
and Restated Subscription Agreement, dated December 5, 2000, among
PCCW Capital Limited, Pacific Century CyberWorks Limited and Pacific
Century Group Holdings Limited (incorporated by reference to the
original Schedule 13D)
Exhibit
7:
Deed
of Trust among PCCW Capital Limited, Pacific Century CyberWorks and
The Law Debenture Trust Corporation plc, dated December 5, 2000 (incorporated
by
reference
to the original Schedule 13D)
Exhibit
8:
Deed
Poll relating to US$250,000,000 secured redeemable exchangeable bonds
due 2006 exchangeable for ordinary shares of HK$0.05 par value each
of Pacific Century CyberWorks Limited, dated December 7, 2001 (incorporated
by reference to Amendment No. 2)
Exhibit
9:
Pre-Emption
Side Letter among Pacific Century Regional Developments Limited,
AIG Investment Corporation (Asia) Limited, AIG Asian Infrastructure
Fund II L.P., American International Assurance Company (Bermuda)
Limited and AIG Asian Opportunity Fund, L.P., dated October 11, 2001
(incorporated by reference to Amendment No. 2)
Exhibit
10:
Share
Charge Agreement between Pacific Century Regional Developments Limited
and AIG Investment Corporation (Asia) Limited, dated December 7,
2001 (incorporated by reference to Amendment No. 2)
Exhibit
11:
Subscription
Agreement among AIG Asian Infrastructure Fund II LP, American International
Assurance Company (Bermuda) Limited and AIG Asian Opportunity Fund,
L.P., dated October 11, 2001 (incorporated by reference to Amendment
No. 2)
Exhibit
12:
Deed
Poll relating to US$100,000,000 secured redeemable exchangeable bonds
due 2006 to 2007 exchangeable for ordinary shares of HK$0.05 par
value each of Pacific Century CyberWorks Limited, dated January 15,
2002 (incorporated by reference to Amendment No. 3)
Exhibit
13:
Securities
Lending Agreement between Intel Capital Corporation and Pacific Century
Regional Developments Limited, dated January 14, 2002 (incorporated
by reference to Amendment No. 3)
Exhibit
14:
Security
Agreement among Pacific Century Regional Developments Limited, Intel
Capital Corporation and Intel Pacific, Inc., dated January 14, 2002
(incorporated by reference to Amendment No. 3)
Exhibit
15:
Share
Charge Agreement between Pacific Century Regional Developments Limited
and Intel Pacific, Inc., dated January 14, 2002 (incorporated by
reference to Amendment No. 3)
Exhibit
16:
Subscription
Agreement among Pacific Century Regional Developments Limited, Intel
Capital Corporation and The Development Bank of Singapore Limited,
dated January 14, 2002 (incorporated by reference to Amendment No.
3)
Exhibit
17:
Supplemental
Deed Poll to relating to US$250,000,000 secured redeemable exchangeable
bonds due 2006 exchangeable for ordinary shares of HK$0.25 par value
each of PCCW Limited, dated June 12, 2003 (incorporated by reference
to Amendment No. 4)
Exhibit
18:
Supplemental
Deed Poll relating to US$100,000,000 secured redeemable exchangeable
bonds due 2006 to 2007 exchangeable for ordinary shares of HK$0.25
par value each of PCCW Limited, dated June 11, 2003 (incorporated
by reference to Amendment No. 4)
Exhibit
19:
Letter
Agreement Amending the Subscription Agreement among Pacific Century
Regional Developments Limited, Intel Capital Corporation and The
Development Bank of Singapore Limited, dated June 11, 2003 (incorporated
by reference to Amendment No. 4)
Exhibit
20:
Placing
Agreement and the Subscription Agreement dated July 17, 2003 (incorporated
by reference to Amendment No. 4)
Exhibit
21:
Joint
Filing Agreement dated as of August 15, 2003 (incorporated by reference
to Amendment No. 4)
Exhibit
22:
Joint
Filing Agreement dated as of April 20,
2004
Exhibit
23:
The AIG Securities Lending Agreement dated June 12, 2003
Exhibit
24:
The AIG Share Charge Amendment Agreement dated June 12, 2003
Exhibit
25:
The AIG Warranty Agreement dated June 12, 2003
Exhibit
26:
The Intel Waiver Letter dated June 11, 2003
Exhibit
27:
The Intel Security Agreement Amendment Letter dated June 11, 2003
Exhibit 28:
The Intel Third Supplemental Deed Poll dated November 24, 2003
Exhibit
29:
Form
of Bond Transfers regarding the transfer of the Intel Bonds from
Intel Capital Corporation to Lehman Brothers Commercial Corporation
Asia Limited dated March 4, 2004
Exhibit
30:
Supplemental
Deed Poll relating to US$100,000,000 secured redeemable exchangeable
bonds due 2006 to 2007 for ordinary shares of HK$0.25 par value each
of PCCW Limited dated March 3, 2004
Exhibit
31:
Securities
Lending Agreement Novation among Intel Capital Corporation, Pacific
Century Regional Developments Limited, and Lehman Brothers Commercial
Corporation Asia Limited dated March 3, 2004 relating to the Securities
Lending Agreement (Exhibit 13)
Exhibit
32:
Security
Agreement Novation among Intel Capital Corporation, Intel Pacific,
Inc., Pacific Century Regional Developments Limited, Lehman Brothers
Commercial Corporation Asia Limited and Lehman Brothers Asia Limited
dated March 8, 2004 relating to the Security Agreement (Exhibit 14)
Exhibit
33:
Calculation
Agency Agreement among Pacific Century Regional Developments Limited,
Lehman Brothers Commercial Corporation Asia Limited and Lehman Brothers
Inc. dated March 8, 2004, relating to the Deed Poll (Exhibit 12)
Exhibit
34:
Ocean
Unit Trust Deed between OSML and OSIML dated April 18,
2004
Exhibit
35:
Starlite
Unit Trust Deed between OSML and OSIML dated April 18,
2004
Exhibit
36:
Ocean
Subscription Application between Mr. Li and OSIML dated April 18,
2004
Exhibit
37:
Starlite
Subscription Application between Mr. Li and OSIML dated April 18,
2004
RICHARD
LI TZAR KAI
By:
/s/
Richard Li Tzar Kai
PACIFIC
CENTURY GROUP HOLDINGS LIMITED
By:
/s/
Richard Li Tzar Kai
Name:
Richard
Li Tzar Kai
Title:
Director
PACIFIC
CENTURY DIVERSIFIED LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
PACIFIC
CENTURY REGIONAL DEVELOPMENTS
LIMITED
By:
/s/
Richard Li Tzar Kai
Name:
Richard
Li Tzar Kai
Title:
Chairman
PACIFIC
CENTURY INSURANCE HOLDINGS LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Chairman
PACIFIC
CENTURY INTERNATIONAL LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
PACIFIC
CENTURY GROUP (CAYMAN ISLANDS)
LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
ANGLANG
INVESTMENTS LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
CHILTONLINK
LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
PACIFIC
CENTURY INSURANCE COMPANY LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
BRIGHT
VICTORY INTERNATIONAL LIMITED
By:
/s/
Yuen Tin Fan
Name:
Yuen
Tin Fan
Title:
Director
O.S.
HOLDINGS LIMITED
By:
/s/ Lester G. Huang
Name:
Lester
G. Huang
Title:
Vice
President
OCEAN
STAR INVESTMENT MANAGEMENT LIMITED
By:
/s/
Lester G. Huang
Name:
Lester
G. Huang
Title:
Vice
President
OCEAN
STAR MANAGEMENT LIMITED
By:
/s/
Randy Jenkins
Name:
Randy
Jenkins
Title:
Secretary
THE
OCEAN UNIT TRUST
By:
/s/
Randy Jenkins
Name:
Randy
Jenkins
Title:
Secretary
Ocean Star Management Limited as Trustee
THE
STARLITE UNIT TRUST
By:
/s/
Randy Jenkins
Name:
Randy
Jenkins
Title:
Secretary
Ocean Star Management Limited as Trustee
Directors & Executive
Officers
Directors
LI
Tzar Kai, Richard
See
Item 2 to the Schedule 13D
See
Item 5 to Schedule 13D
42nd Floor,
PCCW Tower,
Taikoo
Place, 979 King’s Road,
Quarry
Bay, Hong Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor,
Citibank Tower,
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road,
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo Place, 979 King's Road,
Executive
Committee of PCCW and
representing
200 ordinary shares,
Quarry Bay, Hong Kong
Director
of PCRD and PCIHL
options
to purchase 12,800,000
(citizen
of Australia)
ordinary
shares
Controlling
Persons
The
executive officers and directors of the corporations stated below are
provided elsewhere in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
BENEFICIAL
INTEREST IN ISSUER
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
YUEN
Tin Fan Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor,
Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo Place, 979 King's Road,
Executive
Committee of PCCW and
representing
200 ordinary shares,
Quarry Bay, Hong Kong
Director
of PCRD and PCIHL
options
to purchase 12,800,000
(citizen
of Australia)
ordinary
shares
Controlling
Persons
The
executive officers and directors of Chiltonlink are provided elsewhere
in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
Chiltonlink
Limited
Not
applicable.
See
Item 5 to Schedule 13D
LI
Tzar Kai, Richard
See
Item 2 to Schedule 13D
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
LI
Tzar Kai, Richard
See
Item 2 to the Schedule 13D
See
Item 5 to the Schedule 13D
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor,
Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo Place, 979 King's Road,
Executive
Committee of PCCW and
representing
200 ordinary shares,
Quarry Bay, Hong Kong
Director
of PCRD and PCIHL
options
to purchase 12,800,000
(citizen
of Australia)
ordinary
shares
CHNG
Hee Kok
Independent
Director of PCRD
None
NTUC Club
(citizen
of Singapore)
1 Pasir Ris Close
Singapore 519599
YEE
Lat Shing Tom
Independent
Director of PCRD
504
ordinary shares
6 Battery
Road #38-02
(citizen
of Singapore)
Singapore
049909
SEOW
Li-Ming Gordon
Independent
Director of PCRD
None
6 Battery
Road #38-02
(citizen
of Singapore)
Singapore
049909
Simon
MURRAY
Independent
Director of PCRD
None
Suite 3601
(citizen
of United Kingdom)
Cheung Kong Center
2 Queen Road Central
Hong
Kong
YANG
Mun Tak Marjorie
Independent
Director of PCRD
None
12th Floor
Harbour Centre
(citizen
of Mauritius)
25
Harbour Road, Wanchai
Hong
Kong
Controlling
Persons
The
executive officers and directors of the corporations stated below are
provided elsewhere in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
Anglang
See
Item 5 to Schedule 13D
PCGCI
See
Item 5 to Schedule 13D
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
PACIFIC
CENTURY INSURANCE HOLDINGS LIMITED
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
YUEN
Tin Fan, Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
CHAN
Ping Kan, Raymond
Managing
Director of PCIHL
None
Suite 1401-1410,
(citizen of Australia)
14th Floor, One Pacific Place,
88
Queensway, Admiralty,
Hong
Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and
38th Floor,
Citibank Tower,
PCIHL
and Director and Chief
options
to purchase 2,629,200
Citibank
Plaza, 3 Garden Road,
Financial
Officer of PCRD
ordinary
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor,
PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo
Place, 979 King’s Road,
Executive
Committee of PCCW
representing
200 ordinary shares,
Quarry
Bay, Hong Kong
and
Director of PCRD and
options
to purchase 12,800,000
PCIHL
ordinary
shares
(citizen
of Australia)
CHUNG
Cho Yee, Mico
Executive
Director of PCIHL and
1,176,260
ordinary shares and
41st Floor,
PCCW Tower,
PCCW
18,455
ordinary shares (family
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
interest)
and options to purchase
Quarry
Bay, Hong Kong
11,390,400
ordinary shares
CHEUNG
Sum, Sam
Executive
Director and Chief
None
Suite 1401-1410,
Financial
Officer of PCIHL
14th Floor, One Pacific Place,
(citizen of United Kingdom)
88 Queensway, Admiralty,
Hong Kong
SO
Wing Hung, Peter
Executive
Director and Chief
90,661
ordinary shares (held by a
Suite 1401-1410,
Operating
Officer of PCIHL
trust,
the beneficiaries of which
14th Floor, One Pacific Place,
(citizen of United Kingdom)
are
the family members of Mr.
88 Queensway, Admiralty,
SO
Wing Hung, Peter)
Hong Kong
YANG
Chao
Executive
Director of PCIHL,
None
22/F,
Ming An Plaza,
Chairman
of China Insurance
8 Sunning
Road,
International
Holdings Company
Causeway
Bay,
Limited,
Chairman and President
Hong
Kong
of
China Insurance (Holdings)
Company,
Limited1 and China
Insurance
H.K. (Holdings)
Company
Limited2
(citizen of China)
2 Its principal business is insurance holding and its principal office is at 22/F, Ming An Plaza, 8 Sunning Road, Causeway Bay, Hong Kong.
ZHENG
Chang Yong
Executive
Director of PCIHL and
None
22/F,
Ming An Plaza,
General
Manager of the Finance
8 Sunning
Road,
and
Accounts department of
Causeway
Bay,
China
Insurance H.K. (Holdings)
Hong
Kong
Company
Limited3
(citizen of China)
WANG
Xianzhang
Non-Executive
Director of
None
5
Guanyingyuan Xiqu,
PCIHL
and President of China
Xicheng
District,
Life
Insurance Company Limited 4
Beijing
100035,
(citizen of China)
China
CHANG
Hsin Kang
Independent
Non-Executive
64,000
ordinary shares
City
University of Hong Kong
Director
of PCIHL and President
Room
6102, 6/F,
and
University Professor of City
Cheng
Yick Chi Building,
University
of Hong Kong5
Tat
Chee Avenue,
(citizen of the United States of America)
Kowloon,
Hong Kong
Tim
FRESHWATER
Independent
Non-Executive
None
68th
Floor, Cheung Kong Centre,
Director
of PCIHL and Chairman
2 Queen’s
Road Central,
(Corporate
Finance, Asia) of
Hong
Kong
Goldman
Sachs6
(citizen of United Kingdom)
WONG
Yue Chim, Richard
Independent
Non-Executive
None
The
University of Hong Kong
Director
of PCIHL, Dean of the
Room
733,
Faculty
of Business and
Meng
Wah Complex,
Economics
and Chair of
Pokfulam
Road,
Economics
at the University of
Hong
Kong
Hong
Kong7
(citizen of Hong Kong SAR)
Beneficial
interest in Issuer’s
Name
Shares
PCRD
See
Item 5 to Schedule 13D
Anglang
See
Item 5 to Schedule 13D
PCGCI
See
Item 5 to Schedule 13D
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
3 Its principal business is insurance holding and its principal office is at 22/F, Ming An Plaza, 8 Sunning Road, Causeway Bay, Hong Kong.
4 Its principal businesses are providing life insurance and annuity products and its principal office is at 16 Chaowai Avenue, Chaoyang District, Beijing 100020, China.
5 Its principal business is providing territory education.
6 Its principal business is investment banking.
7 Its principal business is providing territory education.
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
LI
Tzar Kai, Richard
See
Item 2 to the Schedule 13D
See
Item 5 to the Schedule 13D
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor,
Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
YUEN
Tin Fan Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
Beneficial
interest in Issuer’s
Name
Shares
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
LI
Tzar Kai, Richard
See
Item 2 to the Schedule 13D
See
Item 5 to the Schedule 13D
YUEN
Tin Fan Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor, Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo Place, 979 King's Road,
Executive
Committee of PCCW and
representing
200 ordinary shares,
Quarry Bay, Hong Kong
Director
of PCRD and PCIHL
options
to purchase 12,800,000
(citizen
of Australia)
ordinary
shares
Beneficial
interest in Issuer’s
Name
Shares
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
YUEN
Tin Fan Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo Place, 979 King's Road,
Executive
Committee of PCCW and
representing
200 ordinary shares,
Quarry Bay, Hong Kong
Director
of PCRD and PCIHL
options
to purchase 12,800,000
(citizen
of Australia)
ordinary
shares
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor, Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Beneficial
interest in Issuer’s
Name
Shares
PCGCI
See
Item 5 to Schedule 13D
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
YUEN
Tin Fan Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and options
38th Floor, Citibank Tower
PCIHL
and Director and Chief
to
purchase 2,629,200 ordinary
Citibank
Plaza, 3 Garden Road
Financial
Officer of PCRD
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Controlling
Person
Beneficial
interest in Issuer’s
Name
Occupation
or employment
Shares
LI
Tzar Kai, Richard
See
Item 2 of Schedule 13D
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment8
Beneficial
interest in Issuer’s
Name
and business address
and
citizenship
Shares
Directors
YUEN
Tin Fan, Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor,
PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
CHAN
Ping Kan, Raymond
Managing
Director of PCIHL
None
Suite 1401-1410,
(citizen of Australia)
14th Floor, One Pacific Place,
88 Queensway, Admiralty,
Hong Kong
SO
Wing Hung, Peter
Executive
Director and Chief
90,661
ordinary shares (held by a
Suite 1401-1410,
Operating
Officer of PCIHL
trust,
the beneficiaries of which
14th Floor, One Pacific Place,
(citizen of United Kingdom)
are
the family members of Mr.
88 Queensway, Admiralty,
SO
Wing Hung, Peter)
Hong Kong
CHEUNG
Sum, Sam
Executive
Director and Chief
None
Suite 1401-1410,
Financial
Officer of PCIHL
14th Floor, One Pacific Place,
(citizen of United Kingdom)
88 Queensway, Admiralty,
Hong Kong
CHANG
Hsin Kang
Independent
Non-Executive
64,000
ordinary shares
City
University of Hong Kong
Director
of PCIHL and President
Room
6102, 6/F,
and
University Professor of City
Cheng
Yick Chi Building,
University
of Hong Kong
Tat
Chee Avenue,
(citizen of the United States of America)
Kowloon,
Hong Kong
Tim
FRESHWATER
Independent
Non-Executive
None
68th Floor, Cheung Kong Centre,
Director
of PCIHL and Chairman
2 Queen’s
Road Central,
(Corporate
Finance, Asia) of
Hong
Kong
Goldman
Sachs
(citizen of United Kingdom)
WONG
Yue Chim, Richard
Independent
Non-Executive
None
The
University of Hong Kong
Director
of PCIHL, Dean of the
Room
733,
Faculty
of Business and
Meng
Wah Complex,
Economics
and Chair of
Pokfulam
Road,
Economics
at the University of
Hong
Kong
Hong
Kong
(citizen of Hong Kong SAR)
Controlling
Persons
The
executive officers and directors of the corporations stated below are
provided elsewhere in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
BVIL
See
Item 5 to Schedule 13D
PCIHL
See
Item 5 to Schedule 13D
PCRD
See
Item 5 to Schedule 13D
Anglang
See
Item 5 to Schedule 13D
PCGCI
See
Item 5 to Schedule 13D
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
YUEN
Tin Fan, Francis
Deputy
Chairman of PCCW and
Options
to purchase 17,068,000
42nd Floor, PCCW Tower,
Chairman
of PCIHL
ordinary
shares
Taikoo
Place, 979 King’s Road,
(citizen of United Kingdom)
Quarry
Bay, Hong Kong
CHAN
Ping Kan, Raymond
Managing
Director of PCIHL
None
Suite 1401-1410,
(citizen of Australia)
14th Floor, One Pacific Place,
88 Queensway, Admiralty,
Hong Kong
CHEUNG
Sum, Sam
Executive
Director and Chief
None
Suite 1401-1410,
Financial
Officer of PCIHL
14th Floor, One Pacific Place,
(citizen of United Kingdom)
88 Queensway, Admiralty,
Hong Kong
Peter
Anthony ALLEN
Executive
Director of PCCW and
253,200
ordinary shares and
38th Floor, Citibank Tower,
PCIHL
and Director and Chief
options
to purchase 2,629,200
Citibank
Plaza, 3 Garden Road,
Financial
Officer of PCRD
ordinary
shares
Central,
Hong Kong
(citizen
of United Kingdom)
Alexander
Anthony ARENA
Director,
Group Chief Financial
760,000
ordinary shares and 20
42nd Floor, PCCW Tower,
Officer & Deputy
Chairman of
American
Depositary Receipts
Taikoo
Place, 979 King’s Road,
Executive
Committee of PCCW
representing
200 ordinary shares,
Quarry
Bay, Hong Kong
and
Director of PCRD and
options
to purchase 12,800,000
PCIHL
ordinary
shares
(citizen
of Australia)
Controlling
Persons
Beneficial
interest in Issuer’s
Name
Shares
PCIHL
See
Item 5 to Schedule 13D
PCRD
See
Item 5 to Schedule 13D
Anglang
See
Item 5 to Schedule 13D
PCGCI
See
Item 5 to Schedule 13D
PCIL
See
Item 5 to Schedule 13D
PCG
See
Item 5 to Schedule 13D
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Directors & Executive
Officers
Name
and business/residence
Occupation
or employment and
Beneficial
interest in Issuer’s
address
citizenship
Shares
Directors
Jason
Fedder
Director
of Strategy of Intel
None
32nd floor,
2 Pacific Place, 88
Semiconductor
Limited9
Queensway,
Central, Hong Kong
(citizen
of United Kingdom)
Lester
G. Huang
Solicitor,
P.C. Woo & Co.
None
12th floor,
Prince’s Building, 10
(citizen of Hong Kong SAR)
Chater
Road, Central, Hong Kong
Jenny
WL Fung
Housewife
None
4 Shouson
Hill Road, Block 3 B1,
(citizen
of Australia)
Hong
Kong
Executive
Officer
Randy
Jenkins
Secretary
of OSHL, Trust manager
None
Clarendon
House, 2 Church Street,
of Codan Trust Company Limited
Hamilton
HM 11, Bermuda
(citizen
of Canada)
Significant
Shareholders of OSHL
Name
Beneficial
interest in OSHL
Jason
Fedder
29%
Lester
G. Huang
28%
Jenny
WL Fung
28%
Directors & Executive
Officers
Name
and business/residence
Occupation
or employment and
Beneficial
interest in Issuer’s
address
citizenship
Shares
Directors
Jason
Fedder
Director
of Strategy of Intel
None
32nd floor,
2 Pacific Place, 88
Semiconductor
Limited
Queensway,
Central, Hong Kong
(citizen
of United Kingdom)
Lester
G. Huang
Solicitor,
P.C. Woo & Co.
None
12th floor,
Prince’s Building, 10
(citizen of Hong Kong SAR)
Chater
Road, Central, Hong Kong
Jenny
WL Fung
Housewife
None
4 Shouson
Hill Road, Block 3 B1,
(citizen
of Australia)
Hong
Kong
Executive
Officer
Randy
Jenkins
Secretary
of OSIML, Trust manager
None
Clarendon
House, 2 Church Street,
of Codan Trust Company Limited
Hamilton
HM 11, Bermuda
(citizen
of Canada)
Significant
Shareholders of OSIML
Name
and Citizenship
Beneficial
interest in OSIML
Jenny
WL Fung
32%
Jason
Fedder
32%
Lester
G. Huang
31%
Directors & Executive
Officers
Occupation
or employment and
Beneficial
interest in Issuer’s
Name
and business address
citizenship
Shares
Directors
John
Collis
Barrister & Attorney,
Conyers Dill & Pearman
None
Clarendon
House, 2 Church Street,
(citizen
of United Kingdom)
Hamilton
HM 11, Bermuda
Alec
Anderson
Barrister & Attorney,
Conyers Dill & Pearman
None
Clarendon
House, 2 Church Street,
(citizen
of United Kingdom)
Hamilton
HM 11, Bermuda
Executive
Officer
Randy
Jenkins
Secretary
of OSML, Trust manager
None
Clarendon
House, 2 Church Street,
of Codan Trust Company Limited
Hamilton
HM 11, Bermuda
(citizen
of Canada)
Controlling
Person
The
executive officers and directors of OSHL are provided elsewhere in this
Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
OSHL
See
Item 5 to Schedule 13D
Controlling
Persons
The
executive officers and directors of OSML, OSHL and OSIML are provided
elsewhere in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
Controlling
Persons
The
executive officers and directors of OSML, OSHL and OSIML are provided
elsewhere in this Schedule I.
Beneficial
interest in Issuer’s
Name
Shares
OSML
See
Item 5 to Schedule 13D
OSHL
See
Item 5 to Schedule 13D
OSIML
See
Item 5 to Schedule 13D
AS FILED BY RICHARD LI TZAR KAI
PACIFIC
CENTURY GROUP HOLDINGS LIMITED
PACIFIC
CENTURY DIVERSIFIED LIMITED
PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
PACIFIC CENTURY
INSURANCE HOLDINGS LIMITED
PACIFIC
CENTURY INTERNATIONAL LIMITED
PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED
ANGLANG INVESTMENTS
LIMITED
CHILTONLINK
LIMITED
PACIFIC
CENTURY INSURANCE COMPANY LIMITED
BRIGHT
VICTORY INTERNATIONAL LIMITED
O.S.
HOLDINGS LIMITED
OCEAN
STAR INVESTMENT MANAGEMENT LIMITED
OCEAN
STAR MANAGEMENT LIMITED
THE
OCEAN UNIT TRUST
THE STARLITE UNIT TRUST