UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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
Jeslyn Heng
Pacific Century Regional Developments Limited
6 Battery Road, #38-02, Singapore 049909
Tel : 65-6230-8793
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)
June 11, 12 and July 21, 2003
(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 PERSON RICHARD LI TZAR KAI
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS PF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong & Canada
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,720,143,974 ordinary shares
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,720,143,974 ordinary shares
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,720,143,974 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
32.02%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC-IN
-------------------------------------------------------------------------------
2
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY GROUP HOLDINGS LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF-BK
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,549,938,550 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,549,938,550 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,549,938,550 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
28.85%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC-OO (a company incorporated in
the British Virgin Islands
with limited liability)
-------------------------------------------------------------------------------
3
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY DIVERSIFIED LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF-WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 170,205,424 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
170,205,424 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
170,205,424 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
3.17%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC-OO (a company incorporated in the
Cayman Islands with limited
liability)
-------------------------------------------------------------------------------
4
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF-WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,528,781,132 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
28.46%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in
Singapore with limited liability)
-------------------------------------------------------------------------------
5
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY INSURANCE HOLDINGS LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 2,007,830 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,007,830 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,007,830 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
0.04%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in
Bermuda with limited liability)
-------------------------------------------------------------------------------
6
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY INTERNATIONAL LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cook Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,528,781,132 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
28.46%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in Cook
Islands with limited liability)
-------------------------------------------------------------------------------
7
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,528,781,132 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
28.46%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in Cayman
Islands with limited liability)
-------------------------------------------------------------------------------
8
CUSIP No. 694059106
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON ANGLANG INVESTMENTS LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,528,781,132 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,528,781,132 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
28.46%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in BVI
with limited liability)
-------------------------------------------------------------------------------
9
CUSIP No. 70454G207
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON CHILTONLINK LIMITED
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 170,205,424 ordinary shares
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
170,205,424 ordinary shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
170,205,424 ordinary shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW* (11)
3.17%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO (a company incorporated in BVI
with limited liability)
-------------------------------------------------------------------------------
10
Item 1: Security and Issuer
-------------------
This statement on Schedule 13D relates to the ordinary shares, par
value HK$0.25 per share (the "Shares") of PCCW Limited (the "Issuer"), a
company incorporated in Hong Kong with limited liability. The principal
executive offices of the Issuer are at 39th Floor, PCCW Tower, TaiKoo Place,
979 King's Road, Quarry Bay, Hong Kong.
Item 2. Identity and Background
-----------------------
(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") is the Chairman of the Issuer, Chairman and
Chief Executive of the Pacific Century Group 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 a telecommunications services provider and an integrated
communications company providing fixed-line telecommunications services,
including internet access and multimedia content, systems integration,
applications development, network integration, information technology, and
other services throughout Hong Kong and Asia.
(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 digital technology, media development, real estate,
communications infrastructure and financial services. The office of PCG's
principal business and its principal executive offices are at c/o 38th
Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong.
All of the issued share capital of PCG is owned by Mr. Li.
(3) Pacific Century Diversified Limited ("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
digital technology, media development, real estate and communications
infrastructure. The office of PCD's principal business and its principal
executive offices are at c/o 38th Floor, Citibank Tower, Citibank Plaza, 3
Garden Road, Central, Hong Kong. PCD is a wholly-owned subsidiary of
Chiltonlink Limited, all of whose issued share capital is 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 integrated
communications, financial services, property investment and development
and infrastructure, throughout the Asia-Pacific region. The office of
PCRD's principal business and its principal executive offices are at 6
Battery Road, #38-02, Singapore 049909. Approximately 37.8% of the issued
share capital of PCRD is owned by Anglang Investments Limited which is a
wholly-owned subsidiary of Pacific Century Group (Cayman Islands) Limited
("PCGCI"). PCGCI also owns directly approximately 37.5% of the issued
share capital of PCRD. All of the issued share capital of PCGCI 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 the provision of life insurance and other types of insurance.
The office of PCIHL's principal business and its principal executive
offices are at 14/F, One Pacific Place, 88 Queensway, Admiralty, Hong
Kong. Approximately 45.1% of the issued share capital of PCIHL 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. The office of PCIL's principal business and its
principal executive offices are at c/o 38th Floor, Citibank Tower,
Citibank Plaza, 3 Garden Road., Central, Hong Kong. PCIL is a wholly-owned
subsidiary of PCG.
11
(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. The office of PCGCI's principal business and
its principal executive offices are at c/o 38th Floor, Citibank Tower,
Citibank Plaza, 3 Garden Road., Central, Hong Kong. PCGCI owns directly
approximately 37.5% of the issued share capital of PCRD. 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. The office
of Anglang's principal business and its principal executive offices are at
c/o 38th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road., Central,
Hong Kong. Anglang owns directly approximately 37.8% of the issued share
capital of PCRD. Anglang is a wholly-owned subsidiary of PCGCI.
(9) Chiltonlink Limited ("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. The
office of Chiltonlink's principal business and its principal executive
offices are at c/o 38th Floor, Citibank Tower, Citibank Plaza, 3 Garden
Road., Central, Hong Kong. Chiltonlink's issued share capital is owned by
Mr. Li.
Information with respect to the directors and executive officers of
PCG, PCD, PCRD, PCIHL, PCIL, PCGCI, Anglang and Chiltonlink is set forth on
Schedule I attached to the Schedule 13D, 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) has been 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
-------------------------------------------------
As more fully described herein, on November 29, 2000, PCD, PCG and
PCRD became irrevocably committed to purchase 378,151,937 Shares of the Issuer
and warrants exercisable for an additional 756,303,874 Shares at an exercise
price of HK$7.50 (US$0.9615) per share (the "Warrants") as a result of their
firm commitment underwriting of an offering of rights and warrants by the
Issuer (the "Rights Offering") and their respective entitlements under the
Rights Offering as shareholders of the Issuer. The total aggregate purchase
price paid for the Shares and Warrants was HK$2,457,987,590.50
(US$315,126,614.17).
As a result of the Rights Offering: (i) PCG acquired 6,565,886 Shares
and Warrants to purchase an additional 13,131,772 Shares of the Issuer for an
aggregate purchase price of HK$42,678,259.00 (US$5,471,571.67); (ii) PCD
acquired 35,058,855 Shares and Warrants to purchase an additional 70,117,710
Shares of the Issuer for an aggregate purchase price of HK$227,882,557.50
(US$29,215,712.50); and (iii) PCRD acquired 336,527,196 Shares and Warrants to
purchase an additional 673,054,392 Shares of the Issuer for an aggregate
purchase price of HK$2,187,426,774.00 (US$280,439,330.00). The warrants expired
and were not exercised.
On December 5, 2000, PCG acquired US$500 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$500 million (HK$3,900 million). PCCW Capital Limited is a wholly-owned
subsidiary of the Issuer and the Bonds are guaranteed by the Issuer. The Bonds
were convertible into 495,884,161 Shares of the Issuer (constituting
approximately 2.2% of the outstanding Shares as of December 11, 2000, after
taking account of such conversion) based on a conversion price of US$1.0083 per
Share with a fixed rate of exchange on conversion of US$1.00 = HK$7.865. The
Bonds may be converted at any time during the period
12
beginning one month after their issuance and ending at maturity.
On December 12, 2000, PCG disposed of its entire holding of US$500
million of the principal amount of the Bonds through BNP Paribas Peregrine
Securities Limited in Hong Kong at an aggregate price of US$500 million plus
accrued and unpaid interest, or US$500,486,111.11.
A US$500 million dollar bridge loan facility (the "Facility")
provided by the Hong Kong branch of a foreign bank, was repaid by PCG on
December 15, 2000 with working capital and the proceeds of the disposition
described above.
On December 5, 2000, PCRD acquired 12,500 American Depositary
Receipts, each representing 10 ordinary shares on deposit with a custodian, for
an aggregate purchase price of US$86,718.75 (HK$676,406.25).
Mr. Li did not directly acquire any securities in the Issuer.
The Shares and Warrants purchased by PCD were acquired with a
combination of the proceeds of a loan from Mr. Li and working capital. The
Shares, Warrants and Bonds purchased by PCG were acquired with a combination of
the proceeds of a loan from Mr. Li and a US$500 million bridge loan facility
provided by the Hong Kong branch of a foreign bank (the "Facility"). The
Facility is attached hereto as Exhibit 2 and is incorporated in and made a part
of this Amendment No. 4 to Schedule 13D in its entirety by this reference. The
Shares and Warrants purchased by PCRD were acquired with a combination of
working capital and an indirect loan from Mr. Li, made in accordance with the
Letter Agreement between PCG, PCD and PCRD, described in Item 6 below. The
loans from Mr. Li bear no interest and are repayable at such time as funds are
available for that purpose.
Item 4: Purpose of Transactions
-----------------------
The purpose of the acquisition of the Shares, American Depositary
Receipts, Warrants and the Bonds 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.
-------------------------------------
(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"). 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 July
25, 2003 according to information provided by the Issuer.
13
As of July 25, 2003:
(1) Mr. Li does not own directly any Shares of the Issuer. By reason of the
provisions of Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Act"), Mr. Li may be deemed to own beneficially the 1,720,143,974 Shares
(constituting approximately 32.02% of the Shares outstanding) beneficially
owned by PCG, PCD, PCRD and PCIHL.
(2) PCG owns 20,354,286 Shares of the Issuer directly, constituting
approximately 0.38% of the Shares outstanding. By reason of the provisions
of Rule 13d-3 under the Act, PCG may be deemed to own beneficially the
1,526,773,302 Shares (constituting approximately 28.44% of the Shares
outstanding) owned beneficially by PCRD, the 2,007,830 Shares
(constituting approximately 0.04% of the Shares outstanding) owned
beneficially by PCIHL and 803,132 shares into which its holding of PCCW
Capital Limited's 3.5% guaranteed convertible bonds due December 5, 2005
are convertible. As a result, PCG may be deemed to own beneficially a
total of 1,549,938,550 Shares, constituting approximately 28.85% of the
Shares outstanding.
(3) PCD owns directly 170,205,424 Shares of the Issuer, constituting
approximately 3.17% of the Shares outstanding.
(4) PCRD owns directly 1,526,773,302 Shares of the Issuer, constituting
approximately 28.44% of the Shares outstanding. By reason of the
provisions of Rule 13d-3 under the Act, PCRD may be deemed to own
beneficially the 2,007,830 Shares (constituting approximately 0.04% of the
Shares outstanding) owned beneficially by PCIHL. As a result, PCRD may be
deemed to own beneficially a total of 1,528,781,132 Shares, constituting
approximately 28.46% of the Shares outstanding.
(5) PCIHL owns directly no Shares of the Issuer. By reason of the provisions
of Rule 13d-3 under the Act, PCIHL may be deemed to own beneficially
2,007,830 Shares owned by Pacific Century Insurance Company Limited
("PCI") into which its holding of PCCW Capital Limited's 3.5% guaranteed
convertible bonds due December 5, 2005 are convertible. PCI is an indirect
wholly-owned subsidiary of PCIHL.
(6) PCIL owns directly no Shares of the Issuer. By reason of the provisions of
Rule 13d-3 under the Act, PCIL may be deemed to own beneficially the
1,526,773,302 Shares (constituting approximately 28.44% of the Shares
outstanding) owned beneficially by PCRD and the 2,007,830 Shares
(constituting approximately 0.04% of the Shares outstanding) owned
beneficially by PCIHL. As a result, PCIL may be deemed to own beneficially
a total of 1,528,781,132 Shares, constituting approximately 28.46% of the
Shares outstanding.
(7) PCGCI owns directly no Shares of the Issuer. By reason of the provisions
of Rule 13d-3 under the Act, PCGCI may be deemed to own beneficially the
1,526,773,302 Shares (constituting approximately 28.44% of the Shares
outstanding) owned beneficially by PCRD and the 2,007,830 Shares
(constituting approximately 0.04% of the Shares outstanding) owned
beneficially by PCIHL. As a result, PCGCI may be deemed to own
beneficially a total of 1,528,781,132 Shares, constituting approximately
28.46% of the Shares outstanding.
(8) Anglang owns directly no Shares of the Issuer. By reason of the provisions
of Rule 13d-3 under the Act, Anglang may be deemed to own beneficially the
1,526,773,302 Shares (constituting approximately 28.44% of the Shares
outstanding) owned beneficially by PCRD and the 2,007,830 Shares
(constituting approximately 0.04% of the Shares outstanding) owned
beneficially by PCIHL. As a result, Anglang may be deemed to own
beneficially a total of 1,528,781,132 Shares, constituting approximately
28.46% of the Shares outstanding.
(9) Chiltonlink owns directly no Shares of the Issuer. By reason of the
provisions of Rule 13d-3 under the Act, Chiltonlink may be deemed to own
beneficially the 170,205,424 Shares (constituting approximately 3.17% of
the Shares outstanding) owned beneficially by PCD.
(b) As of July 25, 2003:
14
(1) By virtue of (i) Mr. Li's ownership and control of PCG and PCD, and (ii)
PCG's indirect controlling interest in PCRD and PCIHL, Mr. Li may be
deemed to have the indirect power to vote and direct the disposition of
the Shares held or beneficially owned by PCG, PCD, PCRD and PCIHL.
Pursuant to the Security Agreement and the Securities Lending Agreement
(as defined below), Mr. Li may not have the indirect power to vote and
direct the disposition of up to 104,000,000 (after consolidation) (as
adjusted pursuant to the Securities Lending Agreement) of the Shares held
by PCRD if those Shares are lent to Intel Capital Corporation ("Intel")
but are not in Intel's possession. In addition, the Securities Lending
Agreement and the Share Charge Agreement effectively prevent Mr. Li from
indirectly voting the Shares held by PCRD that have been (i) lent to Intel
pursuant to the Securities Lending Agreement or (ii) assigned to the
security trustee pursuant to the Share Charge Agreement in a manner that
adversely affects the rights or position of Intel as further described in
the Securities Lending and Share Charge Agreements.
(2) PCG has the shared power to vote and direct the disposition of the
20,354,286 Shares that it beneficially owns directly. By virtue of PCG's
indirect control of 75.3% of the issued capital stock of PCRD, it also may
be deemed to share the indirect power to vote and direct the disposition
of the Shares held or beneficially owned by PCRD and PCIHL. Pursuant to
the Security Agreement and the Securities Lending Agreement (as defined
below), PCG may not have the indirect power to vote and direct the
disposition of up to 104,000,000 (after consolidation) (as adjusted
pursuant to the Securities Lending Agreement) of the Shares held by PCRD
if those Shares are lent to Intel but are not in Intel's possession. In
addition, the Securities Lending Agreement and the Share Charge Agreement
effectively prevent PCG from indirectly voting the Shares held by PCRD
that have been (i) lent to Intel pursuant to the Securities Lending
Agreement or (ii) assigned to the security trustee pursuant to the Share
Charge Agreement in a manner that adversely affects the rights or position
of Intel as further described in the Securities Lending and Share Charge
Agreements.
(3) PCD has the shared power to vote and direct the disposition of the
170,205,424 Shares that it beneficially owns.
(4) PCRD has the shared power to vote and direct the disposition of the
1,526,773,302 Shares that it beneficially owns directly. By virtue of
PCRD's control of 45.1% of the issued capital stock of PCIHL, it also may
be deemed to share indirectly the power to vote and direct the disposition
of the Shares beneficially owned by PCIHL. Pursuant to the Security
Agreement and the Securities Lending Agreement (as defined below), PCRD
may not have the power to vote and direct the disposition of up to
104,000,000 (as adjusted pursuant to the Securities Lending Agreement) of
the Shares held by PCRD if those Shares are lent to Intel but are not in
Intel's possession. In addition, PCRD is prohibited by the Securities
Lending Agreement and the Share Charge Agreement from voting the Shares
held by PCRD that have been (i) lent to Intel pursuant to the Securities
Lending Agreement or (ii) assigned to the security trustee pursuant to the
Share Charge Agreement in a manner that adversely affects the rights or
position of Intel as further described in the Securities Lending and Share
Charge Agreements.
(5) PCIHL has the share power to vote and direct the disposition of the
2,007,830 Shares (owned by PCI) that it beneficially owns.
(6) By virtue of PCIL's indirect control of 75.3% of the issued capital stock
of PCRD, it also may be deemed to share the indirect power to vote and
direct the disposition of the Shares held or beneficially owned by PCRD
and PCIHL. Pursuant to the Security Agreement and the Securities Lending
Agreement (as defined below), PCIL may not have the indirect power to vote
and direct the disposition of up to 104,000,000 (as adjusted pursuant to
the Securities Lending Agreement) of the Shares held by PCRD if those
Shares are lent to Intel but are not in Intel's possession. In addition,
the Securities Lending Agreement and the Share Charge Agreement
effectively prevent PCIL from indirectly voting the Shares held by PCRD
that have been (i) lent to Intel pursuant to the Securities Lending
Agreement or (ii) assigned to the security trustee pursuant to the Share
Charge Agreement in a manner that adversely affects the rights or position
of Intel as further described in the Securities Lending and Share Charge
Agreements.
(7) By virtue of PCGCI's indirect control of 75.3% of the issued capital stock
of PCRD, it also may be deemed to share the indirect power to vote and
direct the disposition of the Shares held or beneficially owned by
15
PCRD and PCIHL. Pursuant to the Security Agreement and the Securities
Lending Agreement (as defined below), PCGCI may not have the indirect
power to vote and direct the disposition of up to 104,000,000 (as adjusted
pursuant to the Securities Lending Agreement) of the Shares held by PCRD
if those Shares are lent to Intel but are not in Intel's possession. In
addition, the Securities Lending Agreement and the Share Charge Agreement
effectively prevent PCGCI from indirectly voting the Shares held by PCRD
that have been (i) lent to Intel pursuant to the Securities Lending
Agreement or (ii) assigned to the security trustee pursuant to the Share
Charge Agreement in a manner that adversely affects the rights or position
of Intel as further described in the Securities Lending and Share Charge
Agreements.
(8) By virtue of Anglang's direct control of 37.8% of the issued capital stock
of PCRD, it also may be deemed to share the indirect power to vote and
direct the disposition of the Shares held or beneficially owned by PCRD
and PCIHL. Pursuant to the Security Agreement and the Securities Lending
Agreement (as defined below), Anglang may not have the indirect power to
vote and direct the disposition of up to 104,000,000 (as adjusted pursuant
to the Securities Lending Agreement) of the Shares held by PCRD if those
Shares are lent to Intel but are not in Intel's possession. In addition,
the Securities Lending Agreement and the Share Charge Agreement
effectively prevent Anglang from indirectly voting the Shares held by PCRD
that have been (i) lent to Intel pursuant to the Securities Lending
Agreement or (ii) assigned to the security trustee pursuant to the Share
Charge Agreement in a manner that adversely affects the rights or position
of Intel as further described in the Securities Lending and Share Charge
Agreements.
(9) By virtue of Chiltonlink's direct control of 100% of the issued capital
stock of PCD, it may be deemed to share the indirect power to vote and
direct the disposition of the Shares held or beneficially owned by PCD.
(c) The filing persons have effected the following transactions in
Shares (or securities convertible into or exchangeable for Shares) that were
not previously reported in Amendment No. 3 to this Schedule 13D in the last
sixty days:
On July 25, 2003, the Issuer and PCRD completed certain transactions
described in Item 6 below.
(d) To the best of the knowledge of each Reporting Person, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by such Reporting Persons, except that pursuant to
the Securities Lending Agreement (as defined below), (i) PCRD only has the
right to receive or the power to direct the receipt of dividends from Shares
lent to Intel that are not in Intel's possession to the extent that Intel
receives such dividends and (ii) PCRD does not have the right to receive or the
power to direct the receipt of proceeds from the sale of Shares lent to Intel
until such Shares have been returned to PCRD.
(e) not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
---------------------------------------------------------------------
Underwriting Agreements
-----------------------
On October 23, 2000, PCG, PCD and PCRD each entered into conditional
underwriting agreements with the Issuer for the firm commitment underwriting of
rights shares to certain qualifying shareholders of the Issuer in the
proportion of 30 rights shares for every 1,000 existing Shares held (the
"Rights Issue") at a price of HK$6.50 per rights share to be offered. The
conditional underwriting agreements were each amended and restated by a
supplemental share underwriting agreement on November 9, 2000 (as amended and
restated, the "Underwriting Agreements"). PCG, PCD and PCRD's obligations under
the Underwriting Agreements were conditional on the receipt of regulatory
approvals and certain other matters. All of the conditions were met and the
Underwriting Agreements became unconditional as of November 29, 2000. The
Rights Issue was completed on December 5, 2000.
Pursuant to the Underwriting Agreements, each of PCG, PCD and PCRD
undertook to take up their respective entitlements as existing shareholders of
the Issuer in rights to acquire a total of 243,434,553 Shares,
16
except to the extent that the Issuer needed additional rights shares to top up
odd lots on behalf of other shareholders participating in the offering. PCG,
PCD and PCRD agreed to underwrite the remaining rights shares (not less than
393,853,771 rights shares) on a firm commitment basis severally in the
following proportions: 89.0% by PCRD, 1.7% by PCG and 9.3% by PCD. Under the
Underwriting Agreements, each of PCG, PCD and PCRD was entitled to a fee of 1%
of the aggregate purchase price of their respective proportions of the
underwritten rights shares. PCG, PCD and PCRD received aggregate fees of
HK$444,503.74 (US$56,987.66), HK$2,373,448.25 (US$304,288.24) and
HK$22,782,543.13 (US$2,920,838.86) respectively in connection with their
underwriting of the Rights Issue.
The Underwriting Agreements are incorporated by reference to the
original Schedule 13D and made a part of this Amendment No. 4 to Schedule 13D
in their entirety by this reference.
Letter Agreement with PCRD
--------------------------
On October 23, 2000, PCD and PCG entered into a Letter Agreement with
PCRD in which they undertook to support PCRD's obligation to underwrite the
shares under the Rights Issue on a firm commitment basis up to a maximum of
US$350 million. The Letter Agreement contemplates that PCD and/or PCG may
provide direct loans to PCRD to support its acquisition of Shares pursuant to
its underwriting commitment. Such loans will be interest free and are repayable
at such time or times as PCRD has funds available for that purpose. As at
December 5, 2000, PCG extended a loan of approximately HK$1,373,564,400.00
(US$176,098,000) to PCRD for purposes of its acquisition of Shares in
accordance with its underwriting commitments.
The Letter Agreement among PCD, PCG and PCRD is incorporated by
reference to the original Schedule 13D and made a part of this Amendment No. 4
to Schedule 13D in its entirety by this reference.
Warrants
--------
Pursuant to a separate instrument executed by the Issuer by way of a
deed poll (the "Instrument"), the Issuer issued two Warrants per each rights
share acquired by participants in the Rights Issue. As a result of their
participation in the Rights Issue, PCG, PCD and PCRD acquired Warrants to
purchase 756,303,874 Shares. The Warrants were exercisable at any time during
the period ending one year after the date of issuance at a price of HK$7.50
(US$0.9615) per Share (such exercise price will be adjusted in accordance with
customary anti-dilution provisions). The Warrants lapsed one year from the date
of their issue.
The Instrument is incorporated by reference to the original Schedule
13D and made a part of this Amendment No. 4 in its entirety by this reference.
Convertible Bonds due 2005
--------------------------
On December 5, 2000, PCCW Capital Limited completed the placement of
US$1.1 billion (HK$8.58 billion) of 3.5% Convertible Guaranteed Bonds due 2005
("Bonds due 2005"). These bonds are guaranteed by the Issuer as the sole
shareholder of PCCW Capital Limited. PCG purchased US$500 million of the Bonds
due 2005 pursuant to an Amended and Restated Subscription Agreement dated
December 5, 2000 (the "Subscription Agreement"). The Subscription Agreement is
incorporated by reference to the original Schedule 13D and made a part of this
Amendment No. 4 to Schedule 13D in its entirety by this reference.
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 with a fixed rate of exchange of US$1.00 = HK$7.865. 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 PCCW shares, conversion price was
adjusted to US$5.0415 per share. The conversion price was further adjusted to
US$4.985 per share due to a placement of shares on July 17, 2003, as further
discussed below under "Placement Agreement and Subscription Agreement."
17
The Deed of Trust is incorporated by reference to the original
Schedule 13D and made a part of this Amendment No. 4 to Schedule 13D in its
entirety by this reference.
PCRD Exchangeable Bonds
-----------------------
On December 7, 2001 PCRD completed the placement of US$250,000,000 of
3% secured redeemable exchangeable bonds due 2006 (the "AIG Bonds"). Pursuant
to the deed poll constituting the AIG Bonds (the "Deed Poll"), each holder of
the AIG Bonds will have the right at any time prior to maturity to exchange all
or any of the AIG Bonds held by it for Shares of the Issuer held by PCRD. The
initial exchange price for the AIG Bonds was the U.S. dollar equivalent of
HK$2.29 per Share (converted into U.S. dollars at the spot buying rate
prevailing at noon (Hong Kong time) of The Hongkong and Shanghai Banking
Corporation Limited (the "Exchange Rate") on the relevant date), subject to
adjustment in the manner set out in the Deed Poll.
The Deed Poll also provides that PCRD has the option on the fourth
anniversary of the issuance of the AIG Bonds to redeem a portion of the AIG
Bonds using Shares it holds. The number of Shares to be transferred to holders
of AIG Bonds in connection with a redemption is determined by a formula set out
in the Deed Poll and depends, among other things on (i) PCRD's determination as
to the mix of cash and Shares that it will use in redeeming a portion of the
AIG Bonds, (ii) the principal amount of the AIG Bonds outstanding on the fourth
anniversary of the issuance of the AIG Bonds, (iii) the closing price of the
Shares on the Stock Exchange of Hong Kong Limited during the 30 trading days
preceding the redemption, and (iv) the Exchange Rate in effect on the business
day preceding the date of redemption.
The Deed Poll is amended pursuant to a "Pre-emption Side Letter,"
dated October 11, 2001 (the "Pre-emptive Letter"), in which PCRD is granted a
right of first refusal over the sale of AIG Bonds by any of the initial
purchasers where the "current market price" of a Share is less than the
exchange price for the AIG Bonds (as adjusted in accordance with the Deed
Poll).
The Deed Poll and Pre-emptive Letter are incorporated by reference to
Amendment No. 2 to Schedule 13D and made a part of this Amendment No. 4 to
Schedule 13D in their entirety by this reference.
Share Charge Agreement
----------------------
In connection with the issuance of the AIG Bonds, PCRD entered into a
share charge agreement dated December 7, 2001 (the "Share Charge Agreement") by
which PCRD initially mortgaged 1,277,195,000 of the Shares that it holds to a
security trustee for and on behalf of the holders of the AIG Bonds. The number
of Shares mortgaged on behalf of the holders of the AIG Bonds pursuant to the
Share Charge Agreement will be adjusted so that on each anniversary of PCRD's
entry into the Share Charge Agreement the value of the mortgaged Shares (based
on the closing price on The Stock Exchange of Hong Kong on that day) is 150% of
the aggregate outstanding principal amount of the AIG Bonds.
The Share Charge Agreement is incorporated by reference to Amendment
No. 2 to Schedule 13D and made a part of this Amendment No. 4 in their entirety
by this reference.
PCRD Exchangeable Bonds Subscription Agreement
----------------------------------------------
In connection with the placement of the AIG Bonds, PCRD has entered
into a subscription agreement, dated October 11, 2001 (the "Subscription
Agreement") in which PCRD has agreed with the initial purchasers of the AIG
Bonds that, for two years from the date of the Subscription Agreement, it will
not, and it will procure that its subsidiaries and the Issuer will not, offer,
sell or otherwise dispose of Shares without their prior written consent such
that immediately following the disposal, PCRD and Mr. Li, together, cease to
control the Issuer or certain of PCRD's subsidiaries.
The Subscription Agreement is incorporated by reference to Amendment
No. 2 to Schedule 13D and made a part of this Amendment No. 4 in their entirety
by this reference.
Supplemental Deed Poll with respect to AIG Bonds
------------------------------------------------
18
The Supplemental Deed Poll was entered into on June 12, 2003 by PCRD,
relating to the US$250,000,000 exchangeable AIG Bonds.
The initial exchange price will be US dollar equivalent of HK$8.50
per Share of HK$0.25 par value (converted into U.S. dollars at the spot buying
rate prevailing at noon (Hong Kong time) of The Hongkong and Shanghai Banking
Corporation Limited (the "Exchange Rate") on the relevant date), subject to
adjustment in the manner set out in the Supplemental Deed Poll. If all of the
AIG Bonds are exchanged for Shares at the initial exchange price, PCRD's
interest in the Issuer would be reduced by 229,378,842 Shares to 1,299,402,290
Shares, constituting approximately 24.20% of the Shares outstanding (assuming
an exchange rate of HK$7.7988 to US$1.00, the Exchange Rate on July 31, 2003).
As a result of the reduction of PCRD's interest in the Issuer, (i) PCG's
beneficial interest in the Issuer would be reduced by 229,378,842 Shares to
1,320,559,708 Shares, constituting approximately 24.59 % of the Shares
outstanding and (ii) Mr. Li's beneficial interest in the Issuer would also be
reduced by 229,378,842 Shares to 1,490,765,132 Shares, constituting
approximately 27.76 % of the Shares outstanding.
Under the Supplemental Deed Poll, PCRD also has an option of an early
redemption, where PCRD may, having given notice (which notice shall be
irrevocable) to the bondholders not more than 90 days nor less than such date
as is 5 business days after such 90th day prior to the fourth anniversary of
the Issue Date (as defined in the Supplemental Deed Poll), redeem such number
as PCRD shall in its absolute discretion determine of outstanding AIG Bonds
with a principal amount up to the figure calculated as follows:
A - US$50,000,000
-----------------
2
(where A is the total principal amount of the Bonds outstanding at the fourth
anniversary of the Issue Date) at the Early Redemption Amount (as defined in
the Supplemental Deed Poll with respect to AIG Bonds) together with any
additional amounts due in respect of such AIG Bonds on the fourth anniversary
of the Issue Date. The Early Redemption Amount means its principal amount plus
a premium of 3 percent per annum, calculated based on the number of days from,
and including, the Issue Date to, but excluding, the date for redemption, on
the basis of a year of 360 days consisting of 12 months of 30 days each, and,
in the case of an incomplete month, the number of days elapsed, compounded
annually and rounded up to the nearest cent.
The Supplemental Deed Poll with respect to AIG Bonds is attached as
Exhibit 17 and is incorporated in and made a part of this Amendment No. 4 in
its entirety by this reference.
PCRD 3% Redeemable Exchangeable Bonds due 2006 to 2007
------------------------------------------------------
On January 15, 2002 PCRD completed the placement of US$100,000,000 of
3% secured redeemable exchangeable bonds due 2006 to 2007 (the "Intel Bonds").
Pursuant to the deed poll constituting the Intel Bonds (the "Deed Poll"), each
holder of the Intel Bonds will have the right at any time prior to maturity to
exchange all or any of the Intel Bonds held by it in lots of US$5,000,000 or
integral multiples thereof for Shares of the Issuer held by PCRD. The initial
exchange price for the Intel Bonds was the U.S. dollar equivalent of HK$2.50
per Share (converted into U.S. dollars at a fixed exchange rate of US$1 =
HK$7.7997), subject to adjustment in the manner set out in the Deed Poll. As a
result of the consolidation of PCCW shares, conversion price was adjusted to
HK$12.5 per share. The conversion price was further adjusted to HK$12.35 per
share due to a placement of 715 million Shares on July 17, 2003, as further
discussed below under "Placement Agreement and Subscription Agreement."
If all of the Intel Bonds are exchanged for Shares at the current
conversion price, PCRD's interest in the Issuer would be reduced by 63,155,235
Shares to 1,465,625,897 Shares, constituting approximately 27.30% of the Shares
outstanding (based on the fixed exchange rate of HK$7.7997 to US$1.00). As a
result of the reduction of PCRD's interest in the Issuer, (i) PCG's beneficial
interest in the Issuer would be reduced by 63,155,235 Shares to 1,486,783,315
Shares, constituting approximately 27.69% of the Shares outstanding and (ii)
Mr. Li's beneficial interest in the Issuer would also be reduced by 63,155,235
Shares to 1,656,988,739 Shares, constituting approximately 30.86 % of the
Shares outstanding.
19
The Deed Poll requires PCRD to redeem a portion of the Intel Bonds on
three dates: January 15, 2006, July 15, 2006 and January 15, 2007.
Approximately one-third of the principal amount of the Intel Bonds are to be
redeemed on each date, adjusted to reflect the principal amount of Intel Bonds
previously redeemed or exchanged. Under certain conditions, PCRD has the option
to redeem a portion of the Intel Bonds using Shares it holds, provided that if
the aggregate principal amount of Intel Bonds to be redeemed on the final
redemption date is US$20,000,000 or less, then the redemption will be settled
solely in cash. The number of Shares to be transferred to holders of Intel
Bonds in connection with a redemption is determined by a formula set out in the
Deed Poll and depends, among other things on (i) PCRD's determination as to the
mix of cash and Shares that it will use in redeeming a portion of the Intel
Bonds, (ii) the closing price of the Shares on The Stock Exchange of Hong Kong
Limited during the 30 trading days preceding the redemption, and (iii) the
exchange rate in effect on each of the 30 trading days preceding the date of
redemption.
The Deed Poll is incorporated by reference to Amendment No. 3 to
Schedule 13D and made a part of this Amendment No. 4 in their entirety by this
reference.
Securities Lending Agreement
----------------------------
In connection with the issuance of the Intel Bonds, PCRD entered into
a securities lending agreement, dated January 14, 2002 (the "Securities Lending
Agreement") by which PCRD lent 104,000,000 Shares (after consolidation of
shares as adjusted pursuant to the Securities Lending Agreement) to Intel, such
number of shares. The Securities Lending Agreement provides that from time to
time PCRD will lend additional Shares to Intel upon request and in accordance
with the terms of the Agreement, but in no event shall more than 104,000,000
(after consolidation of shares as adjusted pursuant to the Securities Lending
Agreement) Shares be lent at any one time. Pursuant to the Securities Lending
Agreement, voting rights in respect of the Shares lent by PCRD to Intel will be
exercised in accordance with the instructions of PCRD, provided that the rights
or position of Intel are not affected as further described in the Agreement and
that the relevant Shares are in the possession of Intel.
The Securities Lending Agreement is incorporated by reference to
Amendment No. 3 to Schedule 13D and made a part of this Amendment No. 4 in
their entirety by this reference.
Security Agreement
------------------
In connection with the issuance of the Intel Bonds, PCRD entered into
a security agreement dated January 14, 2002 (the "Security Agreement") by which
PCRD initially mortgaged certain of its rights as lender under the Securities
Lending Agreement, and all of its right, title, benefit and interest in, to and
under all Shares, warrants, cash and other securities and property returned
pursuant to the Securities Lending Agreement upon an event of default by PCRD,
to a security trustee for and on behalf of the holders of the Intel Bonds.
Pursuant to the Security Agreement, the number of Shares loaned in accordance
with the Securities Lending Agreement will be adjusted up or down based on the
market value of the Shares on the last business day of each calendar month so
that the value of the Shares loaned is not less than 158% of the aggregate
outstanding principal amount of the Intel Bonds. However, in no event will the
number of Shares loaned exceed 104,000,000 (after consolidation of shares as
adjusted pursuant to the Securities Lending Agreement). In the event that on
the last business day of the calendar month the aggregate market value of the
Shares loaned pursuant to the Securities Lending Agreement and the Shares that
are assigned and transferred to the security trustee pursuant to the Share
Charge Agreement is less than 148% of the aggregate outstanding principal
amount of the Intel Bonds, PCRD has agreed pursuant to the Security Agreement
to assign and transfer to the security trustee the number of Shares necessary
to cause the aggregate market value of the Shares loaned pursuant to the
Securities Lending Agreement and the Shares assigned and transferred to the
security trustee pursuant to the Share Charge Agreement to be not less than
158% of the aggregate outstanding principal amount of the Intel Bonds. In the
event that on the last business day of the calendar month the aggregate market
value of the Shares loaned pursuant to the Securities Lending Agreement and the
Shares that are assigned and transferred to the security trustee pursuant to
the Share Charge Agreement is greater than 168% of the aggregate outstanding
principal amount of the Intel Bonds, the security trustee has agreed pursuant
to the Security Agreement to return (including, if necessary, by requesting the
return of borrowed Shares) to PCRD upon notice the number of Shares necessary
to cause the aggregate market value of the Shares loaned pursuant to the
Securities Lending Agreement and the Shares
20
assigned and transferred to the security trustee pursuant to the Share Charge
Agreement to be 158% of the aggregate outstanding principal amount of the Intel
Bonds.
The Security Agreement is incorporated by reference to Amendment No.
3 to Schedule 13D and made a part of this Amendment No. 4 of Schedule 13D in
their entirety by this reference.
Share Charge Agreement
----------------------
In connection with the issuance of the Intel Bonds, PCRD has entered
into a share charge agreement dated January 14, 2002 (the "Share Charge
Agreement") in which PCRD initially assigned and transferred by way of first
fixed legal mortgage 21,569,000 Shares to a security trustee for and on behalf
of the holders of the Intel Bonds. The number of Shares so assigned and
transferred will be adjusted to include those Shares, if any, that are assigned
and transferred pursuant to the Security Agreement, so that on the last
business day of each calendar month the aggregate market value of the Shares
loaned pursuant to the Securities Lending Agreement and the Shares assigned and
transferred to the security trustee pursuant to the Share Charge Agreement will
not be less than 158% of the aggregate outstanding principal amount of the
Intel Bonds. Pursuant to the Share Charge Agreement, voting rights in respect
of the Shares assigned and transferred to the security trustee will be
exercised in accordance with the instructions of PCRD, provided that the rights
or position of Intel are not affected as further described in the Agreement.
The Share Charge Agreement is incorporated by reference to Amendment
No. 3 to Schedule 13D and made a part of this Amendment No. 4 to Schedule 13D
in their entirety by this reference.
PCRD Exchangeable Bonds Subscription Agreement
----------------------------------------------
In connection with the placement of the Intel Bonds, PCRD has entered
into a subscription agreement, dated January 14, 2002 (the "Subscription
Agreement") in which PCRD has agreed with the initial purchasers of the Intel
Bonds that, for two years from the date of the Subscription Agreement, it will
not, and it will procure that its subsidiaries and the Issuer will not, offer,
sell or otherwise dispose of Shares without their prior written consent such
that immediately following the disposal, PCRD and Mr. Li, together, cease to
control the Issuer or certain of PCRD's subsidiaries.
The Subscription Agreement is incorporated by reference to Amendment
No. 3 and made a part of this Amendment No. 4 to Schedule 13D in their entirety
by this reference.
Supplemental Deed Poll with Respect to the Intel Bonds
------------------------------------------------------
The Supplemental Deed Poll entered into on June 11, 2003 added new
restrictions on PCCW shareholdings. Under the terms and conditions of the
Bonds, other than as a result of exercise of conversion rights under existing
PCCW bonds, options or redemption of PCRD bonds issued to AIG or Intel:
(i) Direct and indirect effective shareholding of PCRD and Mr. Li in PCCW
shall be at least 28% of the issued capital of PCCW
(ii) Direct and indirect effective shareholding of PCRD in PCCW shall be at
least 25% of the issued share capital of PCCW; or
(iii) PCRD & Mr. Li together cannot sell, transfer, or otherwise dispose of an
aggregate effective direct and indirect interest in more than 5% of the
issued share capital of PCCW.
The Supplemental Deed Poll is attached as Exhibit 18 and is
incorporated in and made a part of this Amendment No. 4 in its entirety by this
reference.
Amendment to the Subscription Agreement
---------------------------------------
In connection with the Intel Bonds, a letter agreement (the "Letter
Agreement") amending the
21
Subscription Agreement was entered into by and among PCRD, Intel and The
Development Bank of Singapore Limited, on June 11, 2003. The amendment
constituted of the following:
PCRD shall not, and will procure that PCCW and other members of the
Group shall not, without the prior written consent of the Subscriber (which
consent shall not be unreasonably delayed or withheld) offer, sell, issue or
otherwise dispose of any shares or other securities or interests in shares or
other securities, or agree to do any of the aforesaid, such that immediately
following such disposal or other action, (i) the direct and indirect
shareholding of PCRD and Mr. Li in PCCW shall fall below an aggregate of 28% of
the issued share capital of PCCW, or (ii) the direct and indirect shareholding
of PCRD in PCCW shall fall below 25% of the issued share capital of PCCW, in
each case, other than as a result of the exercise of conversion rights under
existing PCCW bonds, options and redemption of PCRD bonds issued to AIG.
The Letter Agreement amending the Subscription Agreement is attached
as Exhibit 19 and is incorporated in and made a part of this Amendment No. 4 in
its entirety by this reference.
Placement Agreement and Subscription Agreement
----------------------------------------------
On July 17, 2003, PCRD and the Issuer entered into a placing
agreement with Citigroup Global Markets Asia Limited ("Placing Agreement"),
pursuant to which Citigroup Global Markets Asia Limited will purchase or
procure purchasers to acquire and PCRD will sell 715,000,000 existing Shares at
a price of HK$4.40 per Share. The Shares to be placed represent approximately
15.36% of the existing issued share capital of the Company of 4,653,754,074
Shares and approximately 13.32% of the Issuer's issued share capital as
enlarged by the subscription and issue of 715,000,000 new Shares (as noted
below). The placing pursuant to the Placing Agreement was completed on July 21,
2003.
As a result of this placement, the conversion price of the 3.5%
Convertible Guaranteed Bonds due 2005 was adjusted to US$4.9805 per Share. In
addition, the conversion price of the Intel Bonds was adjusted to HK$12.35 per
Share.
On the same day, the Issuer and PCRD entered into a subscription
agreement, pursuant to which PCRD has conditionally agreed to subscribe for
715,000,000 new Shares ("Subscription Agreement"). Upon fulfillment of the
conditions to the Subscription Agreement, the subscription was completed on
July 25, 2003.
The Placing Agreement and the Subscription Agreement are attached as
Exhibit 20 and are incorporated in and made a part of this Amendment No. 4 in
their entirety by this reference.
Item 7: Material to be Filed as Exhibits.
---------------------------------
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
22
(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 Limted 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
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
Exhibit 19: Letter Agreement Amending the Subscription
Agreement among Pacific Century Regional
Developments Limited, Intel Capital Corporation
and The Development
23
Bank of Singapore Limited, dated June 11, 2003
Exhibit 20: Placing Agreement, dated July 17, 2003
Exhibit 21: Subscription Agreement, dated July 17, 2003
Exhibit 22: Joint Filing Agreement, dated August 27, 2003
24
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: August 27, 2003
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
25
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
26
Schedule I - Directors and Executive Officers of PCG, PCD,
PCRD, PCIHL, PCIL, PCGCI, Anglang and Chiltonlink
The names, present principal occupation or employment and interests
in the Shares of the Issuer of the directors and executive officers of PCG,
PCD, PCRD, PCIHL, PCIL, PCGCI, Anglang and Chiltonlink are set forth below.
Unless otherwise indicated, each individual is a citizen of the Hong Kong
Special Administrative Region of the People's Republic of China and his or her
business address is at 42nd Floor, PCCW Tower, Taikoo Place, 979 King's Road,
Quarry Bay, Hong Kong.
PACIFIC CENTURY GROUP HOLDINGS LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
-------------------------------------------------------------------------------
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of shares
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 Group Chief Financial Officer & 760,000 ordinary shares and 20
Deputy Chairman of Executive American Depositary Receipts
Committee of PCCW and Director representing 200 ordinary shares,
of PCRD and PCIHL options to purchase 12,800,000
(citizen of Australia) ordinary shares
PACIFIC CENTURY DIVERSIFIED LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
-------------------------------------------------------------------------------
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer
(Number of 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
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 Group Chief Financial Officer & 760,000 ordinary shares and 20
Deputy Chairman of Executive American Depositary Receipts
Committee of PCCW and Director representing 200 ordinary shares,
of PCRD and PCIHL options to purchase 12,800,000
(citizen of Australia) ordinary shares
2
PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
-------------------------------------------------------------------------------
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of 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
37th Floor, Citibank Tower PCIHL and Director and Chief to purchase 2,629,200 ordinary shares
Citibank Plaza, 3 Garden Road Financial Officer of PCRD
Central, Hong Kong (citizen of United Kingdom)
Alexander Anthony ARENA Group Chief Financial Officer & 760,000 ordinary shares and 20
Deputy Chairman of Executive American Depositary Receipts
Committee of PCCW and Director representing 200 ordinary shares,
of PCRD and PCIHL options to purchase 12,800,000
(citizen of Australia) ordinary shares
CHNG Hee Kok Independent Director of PCRD Nil
6 Battery Road #38-02 (citizen of Singapore)
Singapore 049909
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 Nil
6 Battery Road #38-02 (citizen of Singapore)
Singapore 049909
Simon MURRAY Independent Director of PCRD Nil
2108 Gloucester Tower (citizen of United Kingdom)
The Landmark
11 Pedder Street Central
Hong Kong
YANG Mun Tak Marjorie Independent Director of PCRD Nil
12th Floor Harbour Centre (citizen of Mauritius)
25 Harbour Road
Wanchai
Hong Kong
3
PACIFIC CENTURY INSURANCE HOLDINGS LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
-------------------------------------------------------------------------------
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of shares
Directors
---------
YUEN Tin Fan, Francis Deputy Chairman of PCCW and Options to purchase 17,068,000
42nd Floor, PCCW Tower, Taikoo Chairman of PCIHL ordinary shares
Place, 979 King's Road,
Quarry Bay, Hong Kong.
CHAN Ping Kan, Raymond Managing Director of PCIHL Nil
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.
Alexander Anthony ARENA Group Chief Financial Officer and 760,000 ordinary shares and 20
42nd Floor, PCCW Tower, Taikoo Deputy Chairman of Executive American Depositary Receipts
Place, 979 King's Road, Committee of PCCW and representing 200 ordinary shares,
Quarry Bay, Hong Kong. Executive Director of PCIHL and options to purchase 12,800,000
PCRD ordinary shares
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, interest) and options to purchase
Quarry Bay, Hong Kong. 11,390,400 ordinary shares
CHEUNG Sum, Sam Executive Director and Chief Nil
14th Floor, One Pacific Place, Financial Officer of PCIHL
88 Queensway, Admiralty,
Hong Kong.
SO Wing Hung, Peter Executive Director and Chief 90,661 ordinary shares (held by a
14th Floor, One Pacific Place, Operating Officer of PCIHL trust, the beneficiaries of which
88 Queensway, Admiralty, are the family members of Mr. SO
Hong Kong. Wing Hung, Peter)
4
YANG Chao Executive Director of PCIHL, Nil
22/F, Ming An Plaza, Chairman of China Insurance
8 Sunning Road, International Holdings Limited,
Causeway Bay, Chairman and President of China
Hong Kong. Insurance (Holdings) Company,
Limited and China Insurance H.K.
(Holdings) Company Limited
ZHENG Chang Yong Executive Director of PCIHL and Nil
22/F, Ming An Plaza, General Manager of the Finance
8 Sunning Road, and Accounts department of China
Causeway Bay, Insurance H.K. (Holdings) Company
Hong Kong. Limited
WANG Xianzhang Non-Executive Director of PCIHL Nil
5 Guanyingyuan Xiqu, and President of China Life
Xicheng District, Insurance Company
Beijing 100035,
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 Kong
Tat Chee Avenue,
Kowloon, Hong Kong.
Tim FRESHWATER Independent Non-Executive Nil
68th Floor, Director of PCIHL, Chairman
Cheung Kong Centre, (Corporate finance, Asia) of
2 Queen's Road Central, Goldman Sachs, Director of Hong
Hong Kong. Kong Exchanges and Clearing
Limited and Liu Chong Hing Bank
and a member of the Hong Kong and
Futures Appeals Panel
WONG Yue Chim, Richard Independent Non-Executive Nil
The University of Hong Kong Director of PCIHL, Dean of the
Room 733, Faculty of Business and Economics
Meng Wah Complex, and Chair of Economics at the
Pokfulam Road, University of Hong Kong
Hong Kong.
5
PACIFIC CENTURY INTERNATIONAL LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of 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
37th Floor, Citibank Tower PCIHL and Director and Chief to purchase 2,629,200 ordinary shares
Citibank Plaza, 3 Garden Road Financial Officer of PCRD
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,
Quarry Bay, Hong Kong.
6
PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of 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,
Quarry Bay, Hong Kong.
Peter Anthony ALLEN Executive Director of PCCW and 253,200 ordinary shares and options
37th Floor, Citibank Tower PCIHL and Director and Chief to purchase 2,629,200 ordinary shares
Citibank Plaza, 3 Garden Road Financial Officer of PCRD
Central, Hong Kong (citizen of United Kingdom)
Alexander Anthony ARENA Group Chief Financial Officer & 760,000 ordinary shares and 20
Deputy Chairman of Executive American Depositary Receipts
Committee of PCCW and Director of representing 200 ordinary shares,
PCRD and PCIHL options to purchase 12,800,000
(citizen of Australia) ordinary shares
7
ANGLANG INVESTMENTS LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of 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,
Quarry Bay, Hong Kong.
Alexander Anthony ARENA Group Chief Financial Officer & 760,000 ordinary shares and 20
Deputy Chairman of Executive American Depositary Receipts
Committee of PCCW and Director of representing 200 ordinary shares,
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
37th Floor, Citibank Tower PCIHL and Director and Chief to purchase 2,629,200 ordinary shares
Citibank Plaza, 3 Garden Road Financial Officer of PCRD
Central, Hong Kong (citizen of United Kingdom)
8
CHILTONLINK LIMITED
NAME AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
BENEFICIAL INTEREST IN ISSUER
Directors & Officers
Name Occupation or employment Beneficial interest in Issuer's
Number of 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,
Quarry Bay, Hong Kong.
Peter Anthony ALLEN Executive Director of PCCW and 253,200 ordinary shares and options
37th Floor, Citibank Tower PCIHL and Director and Chief to purchase 2,629,200 ordinary shares
Citibank Plaza, 3 Garden Road Financial Officer of PCRD
Central, Hong Kong (citizen of United Kingdom)
9
EXHIBITS 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