SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)

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 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 1, 2005
(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.o

      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            PACIFIC CENTURY GROUP HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

23.1%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in the British Virgin Islands with limited liability)

2




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON           PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

22.8%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in Singapore with limited liability)

3




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             PACIFIC CENTURY INSURANCE HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

0.03%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in Bermuda with limited liability)

4




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             PACIFIC CENTURY INTERNATIONAL LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

22.8%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in Cook Islands with limited liability)

5




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

22.8%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in Cayman Islands with limited liability)

6




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON            ANGLANG INVESTMENTS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

22.8%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in the BVI with limited liability)

7




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             PACIFIC CENTURY INSURANCE COMPANY LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

0.03%
14 TYPE OF REPORTING PERSON

 IC-CO (a company incorporated in Bermuda with limited liability)

8




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             BRIGHT VICTORY INTERNATIONAL LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

0.03%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in the British Virgin Islands)

9




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             O.S. HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

23.1%
14 TYPE OF REPORTING PERSON

 HC-CO (a company incorporated in Bermuda)

10




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON            OCEAN STAR INVESTMENT MANAGEMENT LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

23.1%
14 TYPE OF REPORTING PERSON

 CO (a company incorporated in Bermuda)

11




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             OCEAN STAR MANAGEMENT LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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

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)

23.1%
14 TYPE OF REPORTING PERSON

 CO (a company incorporated in Bermuda)

12




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON             THE OCEAN UNIT TRUST
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

23.1%
14 TYPE OF REPORTING PERSON

 OO (a unit trust established under the laws of Bermuda)

13




CUSIP No. 70454G207    

1 NAME OF REPORTING PERSON            THE STARLITE UNIT TRUST
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          N/A
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 ITEMS 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)

23.1%
14 TYPE OF REPORTING PERSON

 OO (a unit trust established under the laws of Bermuda)

14



This Amendment No. 6 (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 the change in the percentage of the beneficial ownership based on the total number of Shares outstanding with respect to each Reporting Person and certain changes to material contracts in the existing Schedule 13D.

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) Pacific Century Group Holdings Limited (“PCGH”) is a company incorporated in the British Virgin Islands with limited liability. The principal business of PCGH is the investment in and holding of interests in companies engaged in telecommunications and IT services, real estate, property and infrastructure and financial services. PCGH’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 PCGH (“PCGH Shares”) was transferred to Ocean Star Management Limited as trustee of the Ocean Unit Trust and two-thirds of PCGH Shares were transferred to Ocean Star Management Limited as trustee of the Starlite Unit Trust.
 
(2) 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% 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 PCGH.
 
(3)    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 46.7% of PCIHL’s issued share capital is owned by PCRD.
 
(4)  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 PCGH.
 
(5)  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
 
15





  PCRD’s issued share capital and 100% of Anglang Investment Limited’s issued share capital. PCGCI is a wholly-owned subsidiary of PCIL.
 
(6) 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 Portcullis TrustNet Chambers, P.O. Box 3444, 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.
   
(7) 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 administration of retirement schemes. 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.
 
(8)  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.
 
(9) 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.
 
(10)  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.
   
(11) 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 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.
 
(12)  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 PCGH. The Ocean Unit Trust’s principal office is at Clarendon House, Church Street, Hamilton HM 11, Bermuda.
 
(13)  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 PCGH. 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, PCRD, PCIHL, PCIL, PCGCI, Anglang, 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.

 

16



Item 3: Source and Amount of Funds or Other Consideration

     Item 3 to the Schedule 13D remains unchanged.

Item 4: Purpose of Transactions

      Item 4 to the Schedule 13D remains unchanged.

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.
 
  On April 18, 2004, Mr. Li transferred all the PCGH Shares to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust.
 
  As of April 1, 2005, the Issuer allotted and issued 1,343,571,766 new Shares to China Netcom Corporation (BVI) Limited.
 
  The approximate aggregate percentage of the Shares reported beneficially owned by each Reporting Person herein is therefore based on 6,717,891,827 Shares outstanding, which is the total number of shares outstanding as of April 1, 2005 according to information provided by the Issuer.
 
  As of April 1, 2005:
 
(1) PCGH directly owns 20,354,286 Shares, constituting approximately 0.3% of the Shares outstanding. Because of Rule 13d-3 under the Exchange Act, PCGH may be deemed to beneficially own the 1,526,773,301 Shares (constituting approximately 22.7% 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 PCGH are convertible into and the 2,007,870 Shares (constituting approximately 0.03% of the Shares outstanding) that PCI may be deemed to beneficially own. As a result, PCGH may be deemed to beneficially own a total of 1,549,938,605 Shares, constituting approximately 23.1% of the Shares outstanding.
 
(2) PCRD directly owns 1,526,773,301 Shares, constituting approximately 22.7% 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 0.03% 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 22.8% of the Shares outstanding.
 
(3) 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 0.03% of the Shares outstanding) that PCI may be deemed to beneficially own.
 
(4) 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 22.7% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.03% 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 22.8% of the Shares outstanding.
 
(5)  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 22.7% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.03% 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 22.8% of the Shares outstanding.
 
17





(6) 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 22.7% of the Shares outstanding) directly owned by PCRD and the 2,007,870 Shares (constituting approximately 0.03% 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 22.8% of the Shares outstanding.
   
(7) 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 0.03% of the Shares outstanding) that the PCCW Capital Limited’s 3.5% guaranteed convertible bonds due 2005 held by PCI are convertible into.
   
(8) 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 0.03% of the Shares outstanding) that PCI may be deemed to beneficially own.
   
(9) 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 23.1% of the Shares outstanding, that OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust may be deemed to beneficially own.
   
(10) 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 23.1% of the Shares outstanding, that the Ocean Unit Trust and the Starlite Unit Trust may be deemed to beneficially own.
   
(11) 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 23.1% of the Shares outstanding, that the Ocean Unit Trust and the Starlite Unit Trust may be deemed to beneficially own.
   
(12) 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 23.1% of the Shares outstanding, that PCGH may be deemed to beneficially own.
   
(13) 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 23.1 % of the Shares outstanding, that PCGH may be deemed to beneficially own.
   
(b)

On April 18, 2004, Mr. Li transferred all the PCGH Shares to OSML as trustee of the Ocean Unit Trust and the Starlite Unit Trust.
   
 

As of April 1, 2005, the Issuer allotted and issued 1,343,571,766 new Shares to China Netcom Corporation (BVI) Limited.
   
 

As of April 1, 2005:

   
(1)

PCGH 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 PCGH’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.
   
(2) 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 46.7% 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.
   
(3) By virtue of PCIHL’s indirect ownership of 100% of PCI’s issued capital stock, it may be deemed to share the
   

18





  power to direct the vote and direct the disposition of the 2,007,870 Shares that PCI may be deemed to beneficially hold.
 
(4) 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 owned by PCRD.
 
(5)  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.
 
(6)  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.
 
(7)  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.
 
(8) 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.
 
(9) 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.
 
(10) By virtue of OSIML’s position as manager of the Ocean Unit Trust and the Starlite Unit Trust under the 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.
 
(11) 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.
 
(12)  By virtue of the Ocean Unit Trust’s ownership of one-third of PCGH 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 PCGH.
 
(13) 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 PCGH.
   
(c) No transactions directly related to the Shares have been effected since February 25, 2005 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:
   
  On February 25, 2005, Lehman Brothers Commercial Corporation Asia Limited (“Lehman Brothers”), Lehman Brothers Asia Limited and PCRD completed certain transactions described in Item 6.
   
(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.
   
19





  Because such Shares have all been returned to PCRD by Lehman Brothers pursuant to the Deed of Early Redemption (as described in Item 6 below), the previous paragraph is hereby removed and deleted.
 
(e)  On April 18, 2004, Mr. Li transferred all the PCGH 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.

Deed of Early Redemption

     The Deed of Early Redemption was entered into on February 25, 2005 by PCRD, Lehman Brothers and Lehman Brothers Asia Limited, relating to the redemption of the Lehman Bonds by PCRD. The Deed of Early Redemption amended the Deed Poll dated January 15, 2002, to permit early redemption of the Lehman Bonds upon agreement by PCRD and the bondholders.

     Pursuant to the Deed of Early Redemption, all outstanding Lehman Bonds were redeemed by PCRD on February 25, 2005. Upon redemption, Lehman Brothers returned 103,999,999 shares to PCRD that had been borrowed under the Securities Lending Agreement and Lehman Brothers Asia Limited returned 176,080,137 Shares that had been held by it in its capacity as the Security Trustee pursuant to the Share Charge Agreement.

     This Deed of Early Redemption is attached as Exhibit 39 and is incorporated in and made part of this Amendment in its entirety by this reference.

Shareholders’ Agreements

      Each of PCGH and PCRD entered into a shareholders’ agreement with China Network Communications Group Corporation (“China Netcom”) on January 19, 2005 (each shareholders’ agreement together referred to herein as, the “Shareholders’ Agreements”) in connection with the subscription of new Shares by China Netcom Group Corporation (BVI) Limited (the “Subscriber”). The subscription of new Shares by the Subscriber was pursuant to a subscription agreement entered into among the Company, China Netcom and the Subscriber (the “China Netcom Subscription Agreement”).

      The Shareholders’ Agreements provide certain undertakings by each of PCGH and PCRD. Pursuant to each of the Shareholders’ Agreements, PCGH and PCRD has (subject to certain customary exceptions) agreed not to dispose of or transfer any of its respective shareholdings in the Company (i) for an initial period commencing on the date of the Shareholders’ Agreement and ending on the date of the completion of the subscription (the “Completion”); and (ii) conditional upon Completion, a further period of 12 months from the date of Completion. The Shareholders’ Agreements provide that China Netcom may waive such non-disposal undertaking in whole or in part. In addition, each of PCGH and PCRD has undertaken (having regard to its other legal rights and obligations) to (i) exercise, or use its reasonable endeavors to cause the exercise of, its voting rights in favor of the resolutions as may be required and proposed by the Company to approve and implement the matters and transactions in connection with the subscription of new Shares by the Subscriber; and (ii) conditional on Completion, to exercise its rights and powers and give all such instructions (including as a Shareholder) to procure, so far as it is able, that the Company’s obligations in connection with China Netcom’s entitlements to nominate Board members and committee members are complied with from time to time for so long as China Netcom is entitled to exercise such rights in accordance with the China Netcom Subscription Agreement.

      Each of the Shareholders’ Agreements are attached, respectively, as Exhibits 40 and 41 and are incorporated in and made part of this Amendment in their entirety by this reference.

20


 

Item 7: Material to be Filed as Exhibits.

      Item 7 to the Schedule 13D is amended by adding the following after Exhibit 37:

  Exhibit 38: Joint Filing Agreement dated as of April 4, 2005
  Exhibit 39: Deed of Early Redemption dated February 25, 2005, among Pacific Century Regional Developments Limited, Lehman Brothers Commercial Corporation Asia Limited and Lehman Brothers Asia Limited.
  Exhibit 40: Shareholders’ Agreement entered into between Pacific Century Group Holdings Limited and China Network Communications Group Corporation
  Exhibit 41: Shareholders’ Agreement entered into between Pacific Century Regional Developments Limited and China Network Communications Group Corporation

 

21



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 4, 2005

PACIFIC CENTURY GROUP HOLDINGS LIMITED
     
By: /s/ Peter Anthony Allen
 
  Name: Peter Anthony Allen
  Title: Director
     
PACIFIC CENTURY REGIONAL DEVELOPMENTS
LIMITED
     
By: /s/ Peter Anthony Allen
 
  Name: Peter Anthony Allen
  Title: Director
 
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 


22


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

23





THE STARLITE UNIT TRUST
     
By:   /s/ Randy Jenkins
 
  Name: Randy Jenkins
  Title: Secretary
    Ocean Star Management Limited as Trustee


24



Schedule I

Directors and executive officers, controlling person(s) and directors and executive officers of any corporation or other person ultimately in control of PCGH, PCRD, PCIHL, PCIL, PCGCI, Anglang, 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 PCGH, PCRD, PCIHL, PCIL, PCGCI, Anglang, 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 13D or at his or her business address.

      PCGH, PCRD, PCIHL, PCIL, PCGCI, Anglang, PCI, BVIL, OSML, 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.

      Entities that may be deemed to be controlling person(s) of PCGH, PCRD, PCIHL, PCIL, PCGCI, Anglang, 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 PCGH, PCRD, PCIHL, PCIL, PCGCI, Anglang, 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
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
         
Directors   Chairman of PCCW and PCRD   167,656,824 ordinary shares
LI Tzar Kai, Richard   (citizen of Canada and Hong Kong  
42nd Floor, PCCW Tower,   SAR)  
TaiKoo Place, 979 King’s Road,    
Quarry Bay, Hong Kong    
         
Peter Anthony ALLEN   Executive Director and Head of   253,200 ordinary shares and options
15th Floor, PCCW Tower,   Human Resources of PCCW,   to purchase 4,629,200 ordinary
TaiKoo Place, 979 King’s Road,   Director and Chief Financial Officer   shares
Quarry Bay, Hong Kong   of PCRD and Director of PCIHL  
  (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 15,800,000
  (citizen of Australia)   ordinary shares

Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		   
   
         
OSML   See Item 5 to Schedule 13D    
         
OSHL   See Item 5 to Schedule 13D    
         
OSIML   See Item 5 to Schedule 13D    

S-2



PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED

Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
LI Tzar Kai, Richard   Chairman of PCCW and PCRD   167,656,824 ordinary shares
42nd Floor, PCCW Tower,   (citizen of Canada and Hong Kong  
TaiKoo Place, 979 King’s Road,   SAR)  
Quarry Bay, Hong Kong    
         
YUEN Tin Fan, Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and Chairman of PCIHL   ordinary shares
TaiKoo Place, 979 King’s Road,   (citizen of United Kingdom)  
Quarry Bay, Hong Kong    
         
Peter Anthony ALLEN   Executive Director and Head of   253,200 ordinary shares and options
15th Floor, PCCW Tower,   Human Resources of PCCW,   to purchase 4,629,200 ordinary
TaiKoo Place, 979 King’s Road,   Director and Chief Financial Officer   shares
Quarry Bay, Hong Kong   of PCRD and Director of PCIHL  
  (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 15,800,000
  (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    
     
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.

S-3





Name   Beneficial interest in Issuer’s
Shares 		   
   
         
Anglang   See Item 5 to Schedule 13D    
         
PCGCI   See Item 5 to Schedule 13D    
         
PCIL   See Item 5 to Schedule 13D    
         
PCGH   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    

S-4



PACIFIC CENTURY INSURANCE HOLDINGS LIMITED
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
YUEN Tin Fan, Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and 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 and Head of   253,200 ordinary shares and
15th Floor, PCCW Tower,   Human Resources of PCCW,   options to purchase 4,629,200
TaiKoo Place, 979 King’s Road,   Director and Chief Financial   ordinary shares
Quarry Bay, Hong Kong   Officer of PCRD and Director of  
  PCIHL  
  (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 PCIHL   options to purchase 15,800,000
  (citizen of Australia)   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,   (citizen of United Kingdom)   interest) and options to purchase
Quarry Bay, Hong Kong     14,390,400 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. SO
88 Queensway, Admiralty,     Wing Hung, Peter)
Hong Kong    
         
YANG Chao   Executive Director of PCIHL,   None
22/F, Ming An Plaza,   Chairman and President of China  
8 Sunning Road,   Insurance (Holdings) Company,  
Causeway Bay,   Limited1 and China Insurance  
Hong Kong   H.K. (Holdings) Company,  
  Limited2  
  (citizen of China)  
       

1 Its principal business is insurance holding and its principal office is at Room 805, Yiheng Office Building, No. 28 North Third Ring East Road, Chao Yang District, Chao Yang District, Beijing, The People’s Republic of China.

S-5





Name   Beneficial interest in Issuer’s
Shares 		   
   
         
ZHENG Chang Yong   Executive Director of PCIHL and   None
22/F, Ming An Plaza,   Financial Controller and Director  
8 Sunning Road,   of China Insurance (Holdings)  
Causeway Bay,   Company, Limited3 and China  
Hong Kong   Insurance H.K. (Holdings)  
    Company, Limited4    
  (citizen of China)  
         
WANG Xianzhang   Non-Executive Director of PCIHL   None
5 Guanyingyuan Xiqu,   and President of China Life  
Xicheng District,   Insurance Company Limited5  
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 Kong6  
Tat Chee Avenue,   (citizen of the United States of  
Kowloon, Hong Kong   America)  
         
Tim FRESHWATER   Independent Non-Executive   None
68th Floor, Cheung Kong Centre,   Director of PCIHL and Vice  
2 Queen’s Road Central,   Chairman of Goldman Sachs  
Hong Kong   (Asia) L.L.C.7  
  (citizen of United Kingdom)  
         
WONG Yue Chim, Richard   Independent Non-Executive   None
The University of Hong Kong   Director of PCIHL, Deputy  
Room 1043, Knowles Building,   Vice-Chancellor of the University  
Pokfulam Road,   of Hong Kong8  
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.


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.

3 Its principal business is insurance holding and its principal office is at Room 805, Yiheng Office Building, No. 28 North Third Ring East Road, Chao Yang District, Beijing, The People’s Republic of China.

4 Its principal business is insurance holding and its principal office is at 22/F, Ming An Plaza, 8 Sunning Road, Causeway Bay, Hong Kong.

5 Its principal businesses are providing life insurance and annuity products and its principal office is at 16 Chaowai Avenue, Chaoyang District, Beijing 100020, China.

6 Its principal business is providing territory education.

7 Its principal business is investment banking.

8 Its principal business is providing territory education.

S-6





Name   Beneficial interest in Issuer’s
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    
         
PCGH   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    

S-7



PACIFIC CENTURY INTERNATIONAL LIMITED
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
LI Tzar Kai, Richard   Chairman of PCCW and PCRD   167,656,824 ordinary shares
42nd Floor, PCCW Tower,   (citizen of Canada and Hong Kong  
TaiKoo Place, 979 King’s Road,   SAR)  
Quarry Bay, Hong Kong    
         
Peter Anthony ALLEN   Executive Director and Head of   253,200 ordinary shares and options
15th Floor, PCCW Tower,   Human Resources of PCCW,   to purchase 4,629,200 ordinary
TaiKoo Place, 979 King’s Road,   Director and Chief Financial Officer   shares
Quarry Bay, Hong Kong   of PCRD and Director of PCIHL  
  (citizen of United Kingdom)  
         
YUEN Tin Fan Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and Chairman of PCIHL   ordinary shares
TaiKoo Place, 979 King’s Road,   (citizen of United Kingdom)  
Quarry Bay, Hong Kong    

Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		   
   
         
PCGH   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    

S-8



PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED

Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
LI Tzar Kai, Richard   Chairman of PCCW and PCRD   167,656,824 ordinary shares
42nd Floor, PCCW Tower,   (citizen of Canada and Hong Kong  
TaiKoo Place, 979 King’s Road,   SAR)  
Quarry Bay, Hong Kong    
         
YUEN Tin Fan Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and Chairman of PCIHL   ordinary shares
TaiKoo Place, 979 King’s Road,   (citizen of United Kingdom)  
Quarry Bay, Hong Kong    
         
Peter Anthony ALLEN   Executive Director and Head of   253,200 ordinary shares and options
15th Floor, PCCW Tower,   Human Resources of PCCW,   to purchase 4,629,200 ordinary
TaiKoo Place, 979 King’s Road,   Director and Chief Financial Officer   shares
Quarry Bay, Hong Kong   of PCRD and Director of PCIHL  
  (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 15,800,000
  (citizen of Australia)   ordinary shares

Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		   
   
         
PCIL   See Item 5 to Schedule 13D    
         
PCGH   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    

S-9



ANGLANG INVESTMENTS LIMITED
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
YUEN Tin Fan Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and 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 15,800,000
  (citizen of Australia)   ordinary shares
         
Peter Anthony ALLEN   Executive Director and Head of   253,200 ordinary shares and options
15th Floor, PCCW Tower,   Human Resources of PCCW,   to purchase 4,629,200 ordinary
TaiKoo Place, 979 King’s Road,   Director and Chief Financial Officer   shares
Quarry Bay, Hong Kong   of PCRD and Director of PCIHL  
  (citizen of United Kingdom)  

Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		   
   
         
PCGCI   See Item 5 to Schedule 13D    
         
PCIL   See Item 5 to Schedule 13D    
         
PCGH   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    

S-10



PACIFIC CENTURY INSURANCE COMPANY LIMITED

Directors & Executive Officers          
     
Name and business address   Occupation or employment9 and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
YUEN Tin Fan, Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and 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. SO
88 Queensway, Admiralty,     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  
Kowloon, Hong Kong   America)  
         
Tim FRESHWATER   Independent Non-Executive   None
68th Floor, Cheung Kong Centre,   Director of PCIHL and Vice  
2 Queen’s Road Central,   Chairman of Goldman Sachs  
Hong Kong   (Asia) L.L.C.  
  (citizen of United Kingdom)  
         
WONG Yue Chim, Richard   Independent Non-Executive   None
The University of Hong Kong   Director of PCIHL, Deputy  
Room 1043, Knowles Building,   Vice-Chancellor of the University    
Pokfulam Road,   of Hong Kong  
Hong Kong   (citizen of Hong Kong SAR)  

9 Information regarding the principal business and address of where employment is conducted can be found in the information with respect to PCIHL.

S-11



Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
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    
         
PCGH   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    

S-12



BRIGHT VICTORY INTERNATIONAL LIMITED
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
YUEN Tin Fan, Francis   Deputy Chairman of PCCW and   Options to purchase 20,068,000
42nd Floor, PCCW Tower,   PCRD and 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 and Head of   253,200 ordinary shares and
15th Floor, PCCW Tower,   Human Resources of PCCW,   options to purchase 4,629,200
TaiKoo Place, 979 King’s Road,   Director and Chief Financial   ordinary shares
Quarry Bay, Hong Kong   Officer of PCRD and Director of  
  PCIHL  
    (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 PCIHL   options to purchase 15,800,000
  (citizen of Australia)   ordinary shares

 

Controlling Persons

The executive officers and directors of the corporations stated below are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
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    
         
PCGH   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    

S-13



O.S. HOLDINGS LIMITED
Directors & Executive Officers          
     
Name and business address/residence
address 		  Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
Jason Fedder   Director of Strategy of Intel   None
32nd floor, 2 Pacific Place, 88   Semiconductor Limited10  
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%    

10 The principal business of the company is semiconductors.

S-14



OCEAN STAR INVESTMENT MANAGEMENT LIMITED

Directors & Executive Officers          
     
Name and business address/residence
address 		  Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
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%    

S-15



OCEAN STAR MANAGEMENT LIMITED
Directors & Executive Officers          
     
Name and business address   Occupation or employment and
citizenship		   Beneficial interest in Issuer’s
Shares
     
Directors    
John Collis   Barrister & Attorney, Conyers Dill &   None
Clarendon House, 2 Church Street,   Pearman  
Hamilton HM 11, Bermuda   (citizen of United Kingdom)  
         
Alec Anderson   Barrister & Attorney, Conyers Dill &   None
Clarendon House, 2 Church Street,   Pearman  
Hamilton HM 11, Bermuda   (citizen of United Kingdom)  
     
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.

Name and Citizenship   Beneficial interest in OSIML    
   
         
OSHL   See Item 5 to Schedule 13D    

S-16



THE OCEAN UNIT TRUST

Controlling Persons

The executive officers and directors of OSML, OSHL and OSIML are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		 
 
       
OSML   See Item 5 to Schedule 13D  
       
OSHL   See Item 5 to Schedule 13D  
       
OSIML   See Item 5 to Schedule 13D  

S-17



THE STARLITE UNIT TRUST

Controlling Persons

The executive officers and directors of OSML, OSHL and OSIML are provided elsewhere in this Schedule I.

Name   Beneficial interest in Issuer’s
Shares 		 
 
       
OSML   See Item 5 to Schedule 13D  
       
OSHL   See Item 5 to Schedule 13D  
       
OSIML   See Item 5 to Schedule 13D  

S-18



EXHIBITS TO SCHEDULE 13D
AS FILED BY
     PACIFIC CENTURY GROUP HOLDINGS LIMITED
PACIFIC CENTURY REGIONAL DEVELOPMENTS LIMITED
PACIFIC CENTURY INSURANCE HOLDINGS LIMITED
PACIFIC CENTURY INTERNATIONAL LIMITED
PACIFIC CENTURY GROUP (CAYMAN ISLANDS) LIMITED
ANGLANG INVESTMENTS 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

 

E-1