-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLWzsh/Fg3cZiDVgNxY4SeRVjwk8SgepqB8S1b7rWRFvU1LU0tx/Ct5WX71ojvbR 2kp9QtucAuZcKSbS8z/z9Q== 0001193125-08-006695.txt : 20080115 0001193125-08-006695.hdr.sgml : 20080115 20080115144125 ACCESSION NUMBER: 0001193125-08-006695 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20080115 DATE AS OF CHANGE: 20080115 GROUP MEMBERS: CHEUNG KONG (HOLDINGS) LIMITED GROUP MEMBERS: CHEUNG KONG ENTERPRISES LIMITED GROUP MEMBERS: CONTINENTAL REALTY LTD. GROUP MEMBERS: FUMANDA LIMITED GROUP MEMBERS: GOOD ENERGY LIMITED GROUP MEMBERS: GUIDEFIELD LIMITED GROUP MEMBERS: HALDANER LIMITED GROUP MEMBERS: HARROWGATE INVESTMENTS LIMITED GROUP MEMBERS: HARVESTIME HOLDINGS LIMITED GROUP MEMBERS: HEY DARLEY LIMITED GROUP MEMBERS: HISLOP RESOURCES LIMITED GROUP MEMBERS: HUTCHISON TELECOMMUNICATIONS HOLDINGS LIMITED GROUP MEMBERS: HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED GROUP MEMBERS: KAM CHIN INVESTMENT S.A. GROUP MEMBERS: MIRABOLE LIMITED GROUP MEMBERS: ORIENTAL TIME INVESTMENT LIMITED GROUP MEMBERS: POLYCOURT LIMITED GROUP MEMBERS: RICHLAND REALTY LIMITED GROUP MEMBERS: SHINING HEIGHTS PROFITS LIMITED GROUP MEMBERS: TOP WIN INVESTMENT LIMITED GROUP MEMBERS: WEALTH PLEASURE LIMITED GROUP MEMBERS: WELL KARIN LIMITED GROUP MEMBERS: WHITE RAIN ENTERPRISES LIMITED GROUP MEMBERS: WINBO POWER LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hutchison Telecommunications International LTD CENTRAL INDEX KEY: 0001293257 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80343 FILM NUMBER: 08530916 BUSINESS ADDRESS: STREET 1: 18/F, TWO HARBOURFRONT, 22 TAK FUNG ST. STREET 2: HUNGHOM, KOWLOON CITY: HONG KONG STATE: F4 ZIP: ---- BUSINESS PHONE: 852-2128-3222 MAIL ADDRESS: STREET 1: 18/F, TWO HARBOURFRONT, 22 TAK FUNG ST. STREET 2: HUNGHOM, KOWLOON CITY: HONG KONG STATE: F4 ZIP: ---- FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUTCHISON WHAMPOA LTD /WAV CENTRAL INDEX KEY: 0000933662 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HUTCHISON HOUSE 22ND FLOOR CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 85221281188 MAIL ADDRESS: STREET 1: 22ND FL HUTCHISON HOUSE STREET 2: 10 HARCOURT RD CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

 

Hutchison Telecommunications International Limited


(Name of Issuer)

 

Ordinary Shares, nominal value HK$0.25 each


(Title of Class of Securities)

 

44841T 10 7


(CUSIP Number)

 

Edith Shih

Hutchison Whampoa Limited

22nd Floor, Hutchison House

10 Harcourt Road

Hong Kong

(852-2128-1188)


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

 

January 3, 2008


(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), (f) or (g), check the following box  ¨.


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Hutchison Whampoa Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                AF    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
                  2,837,405,758 Ordinary Shares of the Issuer (1)
    8  SHARED VOTING POWER
 
                  -0-
    9  SOLE DISPOSITIVE POWER
 
                   2,837,405,758 Ordinary Shares of the Issuer (1)
  10  SHARED DISPOSITIVE POWER
 
                  -0-
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                2,837,405,758 Ordinary Shares of the Issuer (1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                59.3%(2)    
14   TYPE OF REPORTING PERSON  
                HC, CO    

 

(1) As described in this Schedule 13D, pursuant to the terms of a Share Purchase Agreement dated December 4, 2007 and made amongst Hutchison Telecommunications Investment Holdings Limited (“HTIHL”), Hutchison Whampoa Limited (“HWL”), Orascom Telecom Eurasia Limited (“Orascom Eurasia”) and Orascom Telecom Holding S.A.E. (“Orascom”) (the “HTIHL Share Purchase Agreement”), as amended by a supplemental letter between the same parties dated December 27, 2007 (the “HTIHL Supplemental Letter”), HWL agreed to procure that its wholly-owned subsidiary, HTIHL, purchase from Orascom Eurasia 441,026,028 Ordinary Shares (the “Acquired Shares”) of the Issuer for a total cash consideration of HK$4,851,286,308 (approximately US$621,433,954 based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066) representing a purchase price of HK$11.00 per Acquired Share (approximately US$1.409 per Acquired Share based on the stated exchange rate), (the “HTIHL Share Purchase Transaction”). The closing of the HTIHL Share Purchase Transaction occurred on January 3, 2008. The HTIHL Share Purchase Agreement is more fully described in Item 4 of this Schedule 13D and is attached hereto as Exhibit 9.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

2


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Hutchison Telecommunications Investment Holdings Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
                  2,837,405,758 Ordinary Shares of the Issuer (1)
    8  SHARED VOTING POWER
 
                   -0-
    9  SOLE DISPOSITIVE POWER
 
                  2,837,405,758 Ordinary Shares of the Issuer (1)
  10  SHARED DISPOSITIVE POWER
 
                   -0-
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                2,837,405,758 Ordinary Shares of the Issuer (1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                59.3%(2)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

3


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
    Hutchison Telecommunications Holdings Limited (formerly, New Brilliant Holdings Limited)(1) - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
                  217,476,654 Ordinary Shares of the Issuer(2)
    8  SHARED VOTING POWER
 
                  -0-
    9  SOLE DISPOSITIVE POWER
 
                  217,476,654 Ordinary Shares of the Issuer(2)
  10  SHARED DISPOSITIVE POWER
 
                  -0-
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                217,476,654 Ordinary Shares of the Issuer(2)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                4.5%(3)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) New Brilliant Holdings Limited has changed its name to Hutchison Telecommunications Holdings Limited (“HTHL”) effective from May 11, 2007.
(2) During the period from March 26, 2007 to October 30, 2007, HTHL acquired in the open market an aggregate of 29,510,001 Ordinary Shares for a total cash consideration of HK$349,848,725 (approximately US$44,814,480, based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066), and for a highest price, and an average price, per Ordinary Share acquired of, respectively, HK$15.46 (US$1.980, based on the stated exchange rate) and HK$11.86 (US$1.519, based on the stated exchange rate).
(3) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

4


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Cheung Kong (Holdings) Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                AF    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                 Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  52,092,587 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  52,092,587 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  52,092,587 Ordinary Shares of the Issuer  
    Cheung Kong (Holdings) Limited expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited (1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  1.1%(2)  
    Cheung Kong (Holdings) Limited expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)    
14   TYPE OF REPORTING PERSON  
                HC, CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

5


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Continental Realty Ltd. - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                 Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  6,203,546 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  6,203,546 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  6,203,546 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited (1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

6


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Kam Chin Investment S.A. - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Panama    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  1,443,083 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  1,443,083 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  1,443,083 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited (1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

7


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Shining Heights Profits Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  29,333 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                   - 0 -
    9  SOLE DISPOSITIVE POWER
 
  29,333 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                   - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  29,333 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

8


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                White Rain Enterprises Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  559,020 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  559,020 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  559,020 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(1)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

9


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Polycourt Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  3,107,542 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  3,107,542 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  3,107,542 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

10


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Richland Realty Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  1,003,239 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  1,003,239 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  1,003,239 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

11


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Top Win Investment Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                 Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  1,425,499 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  1,425,499 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  1,425,499 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

12


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Haldaner Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  144,327 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  144,327 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  144,327 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

13


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Winbo Power Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  3,150,135 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  3,150,135 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                   - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  3,150,135 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

14


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Good Energy Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7  SOLE VOTING POWER
 
  527,545 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  527,545 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                   - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
  527,545 Ordinary Shares of the Issuer  
    The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
  less than 0.1%(2)  
    The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

15


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Oriental Time Investment Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  1,636,998 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  1,636,998 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

1,636,998 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

16


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Well Karin Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  3,026,261 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  3,026,261 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

3,026,261 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

17


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Fumanda Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  504,680 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  504,680 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

504,680 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

18


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Harvestime Holdings Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  2,200,000 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  2,200,000 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

2,200,000 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

19


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Harrowgate Investments Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  1,529,982 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  1,529,982 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

1,529,982 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

20


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Hislop Resources Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  575,916 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  575,916 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

575,916 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

21


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Mirabole Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  661,246 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  661,246 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

661,246 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

22


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Wealth Pleasure Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  405,415 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  405,415 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

405,415 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

23


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Guidefield Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  196,624 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  196,624 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

196,624 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

24


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Hey Darley Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Hong Kong    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  72,307 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  72,307 Ordinary Shares of the Issuer (excludes beneficial ownership of 2,837,405,758 Ordinary Shares which are disclaimed (see 11 below))
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
   

72,307 Ordinary Shares of the Issuer

 

The Reporting Person expressly disclaims beneficial ownership of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   

less than 0.1%(2)

 

The Reporting Person expressly disclaims ownership of the 59.3% interest represented by the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by Hutchison Whampoa Limited, Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications Holdings Limited(1)

   
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) See footnote (1) on page 2.
(2) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

25


   SCHEDULE 13D   
CUSIP NO. 44841T 10 7      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   
                Cheung Kong Enterprises Limited - Not Applicable    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS  
                WC    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                British Virgin Islands    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

    7   SOLE VOTING POWER
 
  23,689,889 Ordinary Shares of the Issuer
    8  SHARED VOTING POWER
 
                  - 0 -
    9  SOLE DISPOSITIVE POWER
 
  23,689,889 Ordinary Shares of the Issuer
  10  SHARED DISPOSITIVE POWER
 
                  - 0 -
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
    23,689,889 Ordinary Shares of the Issuer    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    0.5%(1)    
14   TYPE OF REPORTING PERSON  
                CO    

 

(1) Based on 4,782,162,875 Ordinary Shares of the Issuer which are in issue and outstanding.

 

26


Item 1. Security and Issuer.

This statement on Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to Ordinary Shares, nominal value HK$0.25 each (“Ordinary Shares”), of Hutchison Telecommunications International Limited, a company incorporated in the Cayman Islands (the “Issuer”). The Issuer’s principal executive office is 20/F, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong.

This Amendment No. 3 amends and supplements the statement on Schedule 13D, filed by the Reporting Persons on June 30, 2005, as amended by Amendment No. 1 to Schedule 13D, filed by the Reporting Persons on August 12, 2005 and Amendment No.2 to Schedule 13D, filed by the Reporting Persons on December 27, 2005 respectively (the “Schedule 13D”). This Amendment No. 3 is being filed by the Reporting Persons to report:

 

(a) the acquisition by Hutchison Telecommunications Holdings Limited (“HTHL”), between March 26, 2007 and October 30, 2007, on the open market of 29,510,001 Ordinary Shares of the Issuer, representing approximately 0.62% of the Issuer’s Ordinary Shares that are in issue and outstanding; and

 

(b) the transaction which involved the purchase of 441,026,028 Ordinary Shares of the Issuer (the “Acquired Shares”) by Hutchison Telecommunications Investment Holdings Limited (“HTIHL”), an indirect wholly owned subsidiary of Hutchison Whampoa Limited (“HWL”), from Orascom Telecom Eurasia Limited (“Orascom Eurasia”), an indirect wholly owned subsidiary of Orascom Telecom Holding S.A.E. (“Orascom”), as more fully described below. Defined terms used herein that are not otherwise defined have the meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

Item 2 is hereby amended by adding the following at the end of item 2 and Schedules I to XXV are hereby amended and restated in this Amendment No. 3.

HTHL

New Brilliant Holdings Limited has changed its name to Hutchison Telecommunications Holdings Limited (“HTHL”) effective from May 11, 2007.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following to the end of Item 3 of the Schedule 13D:

Purchase of Ordinary Shares by HTHL (the “HTHL Transactions”)

The total consideration for the purchase by Hutchison Telecommunications Holdings Limited of a total of 29,510,001 Ordinary Shares (as set out in footnote (2) on page 4) was HK$349,848,725 (approximately US$44,814,480, based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066). The source of consideration was the working capital of HTHL.

Purchase of Ordinary Shares by HTIHL

The total consideration for the purchase by HTIHL of 441,026,028 Ordinary Shares in the Issuer (the “Acquired Shares”) pursuant to the HTIHL Share Purchase Agreement in the HTIHL Share Purchase Transaction (each as defined in Item 4 below) was HK$ 4,851,286,308 (approximately US$621,433,954 based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066), payable in cash, representing HK$11.00 per Acquired Share (approximately US$1.409 per Acquired Share based on the stated exchange rate). The source of the consideration was the working capital of HTIHL.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following before the final paragraph thereof:

HTHL Transactions

During the period from March 26, 2007 to October 30, 2007, HTHL acquired in the open market an aggregate of 29,510,001 Ordinary Shares for a total cash consideration of HK$349,848,725 (approximately US$44,814,480, based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066), and for a highest price, and an average price, per Ordinary Share acquired of, respectively, HK$15.46 (US$1.980, based on the stated exchange rate) and HK$11.86 (US$1.519, based on the stated exchange rate). See Item 3 above for a description of the financing arrangements for the purchase of the Ordinary Shares under the HTHL Transactions.

The purpose of entering into the HTIHL Share Purchase Agreement was for HTHL to increase its investment in the Issuer.

 

27


HTIHL Share Purchase Agreement

In a privately negotiated transaction, HWL has agreed to procure that HTIHL purchase the Acquired Shares from Orascom Eurasia pursuant to the terms of a share purchase agreement dated December 4, 2007 between HTIHL, HWL, Orascom Eurasia and Orascom (the “HTIHL Share Purchase Agreement”), as amended by a supplemental letter dated December 27, 2007 between the same parties (the “HTIHL Supplemental Letter”), under which HTIHL paid to Orascom Eurasia at closing on January 3, 2008 a total cash consideration of HK$4,851,286,308 (approximately US$621,433,954 based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066), representing HK$11 per Acquired Share (or approximately US$1.409 per Acquired Share based on the stated exchange rate) (the “HTIHL Share Purchase Transaction”). See Item 3 above for a description of the financing arrangements for purchase of the Acquired Shares.

The purpose of entering into the HTIHL Share Purchase Agreement (as amended by the Supplemental Letter) was for HTIHL to increase its investment in the Issuer.

A copy of the HTIHL Share Purchase Agreement, and a copy of the Supplemental Agreement, have been filed herewith as Exhibit 9 and Exhibit 10, respectively, and are hereby incorporated herein by this reference.

Termination of the Shareholders Agreement

HTIHL, HWL, Orascom Eurasia and Orascom entered into a letter agreement (the “Shareholders Agreement Termination Letter”) dated January 3, 2008 which terminated the shareholders agreement made amongst HTIHL, HWL, Orascom Eurasia and Orascom dated December 21, 2005 (the “Shareholders Agreement”), which governed the relationship of Orascom Eurasia and HTIHL, as shareholders of the Issuer. Pursuant to the Shareholders Agreement Termination Letter, the Shareholders Agreement was terminated on January 3, 2008 with a mutual release and waiver of all parties’ respective rights and claims which each party has or may have against any of the other parties thereunder.

A copy of the Shareholders Agreement was filed as Exhibit 7 to Amendment No. 2 to Schedule 13D filed jointly by the Reporting Persons with the Securities and Exchange Commission on December 27, 2005.

A copy of the Shareholders Agreement Termination Letter has been filed herewith as Exhibit 11 and is hereby incorporated herein by this reference.

Resignation, and appointment, of Directors to the Board of Directors of the Issuer

In conjunction with completion of the HTIHL Share Purchase Agreement (as amended by the HTIHL Supplemental Letter) and the taking effect of the Shareholders Termination Letter:

 

  (a) the two individuals nominated by Orascom Eurasia to the Issuer’s Board of Directors resigned with effect on January 3, 2008; and

 

  (b) the Issuer’s Board of Directors appointed a non-executive director and two executive directors to the Issuer’s Board of Directors with effect on January 3, 2008 increasing the Issuer’s Board of Directors to ten directors, consisting of four executive directors, three non-executive directors and three independent non-executive directors.

Termination of the Amended Registration Rights Agreement

In conjunction with the completion of the HTIHL Share Purchase Transaction as described above, HTIHL, Orascom Eurasia, Cheung Kong (Holdings) Limited and the Issuer have entered into a letter agreement (“Reg Rights Termination Letter”) on January 3, 2008 whereby each party irrevocably and unconditionally agreed to terminate the rights of Registration as defined and granted pursuant to the Amended and Restated Registration Rights Agreement (as defined in Amendment No. 2 to Schedule 13D) with mutual release and waiver of all parties’ respective rights and claims which each has or may have against the others thereunder.

A copy of the Reg Rights Termination Letter has been filed herewith as Exhibit 12 and is hereby incorporated herein by this reference.

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)-(b)

 

  (i) HWL: Through its indirect ownership of 100% of the issued and outstanding shares of HTIHL, following the completion of the HTIHL Share Purchase Transaction, HWL beneficially owns 2,837,405,758 Ordinary Shares of the Issuer, representing approximately 59.33% of the issued and outstanding Ordinary Shares. HWL has sole power to vote and dispose of all of these Ordinary Shares.

 

  (ii) HTIHL: Following the completion of the HTIHL Share Purchase Transaction, through its direct ownership of 2,619,929,104 Ordinary Shares of the Issuer and direct ownership of 100% of the issued and outstanding shares of HTHL, HTIHL beneficially owns 2,837,405,758 Ordinary Shares of the Issuer, representing approximately 59.3% of the issued and outstanding Ordinary Shares. HTIHL has sole power to vote and dispose of all of these Ordinary Shares.

 

28


  (iii) HTHL: Directly owns 217,476,654 Ordinary Shares of the Issuer, representing approximately 4.5% of the issued and outstanding Ordinary Shares. HTHL has sole power to vote and dispose of all of these Ordinary Shares.

The Shareholders Agreement provided for certain obligations and restrictions with respect to the voting and disposition of the Ordinary Shares in the Issuer held by Orascom Eurasia and HTIHL. As a consequence, HTIHL and HTHL, and HWL through its indirect ownership of HTIHL and HTHL, may have been deemed to have shared power to vote and dispose of the 3,284,628,901 Ordinary Shares in the Issuer, representing approximately 69.1% of the Issuer’s issued share capital, held by Orascom Eurasia as at the date of filing by the Reporting Person of Amendment No. 2 to Schedule 13D on December 27, 2005 or such other number of the Issuer’s Ordinary Shares held thereafter by Orascom Eurasia. Neither the filing of this Amendment No. 3 to Schedule 13D nor any of its contents shall be deemed to constitute an admission by HTIHL, HTHL or HWL that it was the beneficial owner of any of the Ordinary Shares in the Issuer covered by the Shareholders Agreement other than the Ordinary Shares in the Issuer held directly by HTIHL and HTHL, and HWL through its indirect ownership of HTIHL and HTHL, for the purposes of Section 13(d) of the Securities Act of 1934, or for any other purpose. HTIHL, HTHL and HWL each expressly disclaim (i) the existence of any group, and (ii) beneficial ownership with respect to any Ordinary Shares in the Issuer other than the Ordinary Shares held directly by HTIHL and HTHL.

Further, the Shareholders Agreement, and all parties’ rights and obligations thereunder (including, without limitation, the certain obligations and restrictions with respect to the voting and disposition of the Ordinary Shares in the Issuer held by Orascom Eurasia and HTIHL), terminated with effect from January 3, 2008 pursuant to the terms of the Supplemental Letter.

 

  (iv) Cheung Kong (Holdings) Limited (“CKH”): Through its direct or indirect ownership of 100% of the issued and outstanding shares of each of the Reporting Persons set forth in (v) to (xxiv) below (the “CKH Subsidiaries”) and CKE, CKH beneficially owns in aggregate 52,092,587 Ordinary Shares of the Issuer, representing approximately 1.1% of the issued and outstanding Ordinary Shares. CKH has sole power to vote and dispose of all of these Ordinary Shares.

In addition, each of the CKH Subsidiaries holds a direct interest in HWL which in aggregate equals approximately 49.97% of the issued and outstanding shares of HWL. Through its ownership of the CKH Subsidiaries and resulting indirect ownership of approximately 49.97% of the issued and outstanding shares of HWL, CKH and each of the CKH Subsidiaries may, pursuant to Rule 13d-3 under the Act, be deemed to control the voting and disposition of the 2,837,405,758 Ordinary Shares of the Issuer beneficially owned in aggregate by HWL, HTIHL and HTHL (the “Disclaimed Shares”), representing approximately 59.3% of the Ordinary Shares of the Issuer which are in issue and outstanding. However, pursuant to Rule 13d-4 under the Act, CKH and each of the CKH Subsidiaries expressly disclaims beneficial ownership of the Disclaimed Shares, and the filing of this Schedule shall in no way be construed as an admission that CKH or any CKH Subsidiary is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of the Disclaimed Shares.

 

  (v) Continental Realty Ltd. (“CRL”): Directly owns 6,203,546 Ordinary Shares of the Issuer, representing approximately 0.1% of the issued and outstanding Ordinary Shares. CRL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (vi) Kam Chin Investment S.A. (“KCI”): Directly owns 1,443,083 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. KCI has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (vii) Shining Heights Profits Limited (“SHP”): Directly owns 29,333 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. SHP has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (viii) White Rain Enterprises Limited (“WRE”): Directly owns 559,020 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. WRE has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (ix) Polycourt Limited (“PL”): Directly owns 3,107,542 Ordinary Shares of the Issuer, representing approximately 0.1% of the issued and outstanding Ordinary Shares. PL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (x) Richland Realty Limited (“RRL”): Directly owns 1,003,239 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. RRL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xi) Top Win Investment Limited (“TWI”): Directly owns 1,425,499 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. TWI has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed See Item 5(a)(iv).

 

  (xii) Haldaner Limited (“HL”): Directly owns 144,327 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. HL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

29


  (xiii) Winbo Power Limited (“WPL”): Directly owns 3,150,135 Ordinary Shares of the Issuer, representing approximately 0.1% of the issued and outstanding Ordinary Shares. WPL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xiv) Good Energy Limited (“GEL”): Directly owns 527,545 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. GEL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xv) Oriental Time Investment Limited (“OTI”): Directly owns 1,636,998 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. OTI has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xvi) Well Karin Limited (“WKL”): Directly owns 3,026,261 Ordinary Shares of the Issuer, representing approximately 0.1% of the issued and outstanding Ordinary Shares. WKL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xvii) Fumanda Limited (“FL”): Directly owns 504,680 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. FL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xviii) Harvestime Holdings Limited (“HHL”): Directly owns 2,200,000 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. HHL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xix) Harrowgate Investments Limited (“HIL”): Directly owns 1,529,982 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. HIL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xx) Hislop Investments Limited (“HRL”): Directly owns 575,916 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. HRL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xxi) Mirabole Limited (“ML”): Directly owns 661,246 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. ML has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xxii) Wealth Pleasure Limited (“WP”): Directly owns 405,415 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. WP has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xxiii) Guidefield Limited (“GL”): Directly owns 196,624 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. GL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xxiv) Hey Darley Limited (“HDL”): Directly owns 72,307 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. HDL has sole power to vote and dispose of all of these Ordinary Shares. Ownership of the Disclaimed Shares is disclaimed. See Item 5(a)(iv).

 

  (xxv) Cheung Kong Enterprises Limited (“CKE”): Directly owns 23,689,889 Ordinary Shares of the Issuer, representing approximately 0.5% of the issued and outstanding Ordinary Shares. CKE has sole power to vote and dispose of all of these Ordinary Shares.

 

  (xxvi) LI Ka-shing: Mr. Li, the Chairman of the Board of Directors of HWL and CKH, indirectly owns 266,621,499 Ordinary Shares of the Issuer representing approximately 5.6% of the issued and outstanding Ordinary Shares of the Issuer, through companies wholly owned by Mr. Li. Mr. Li has sole power to vote and dispose of all of these Ordinary Shares. Mr. Li will make a separate disclosure in respect of his indirect ownership of these 266,621,499 Ordinary Shares of the Issuer in a separate Schedule 13D to be filed by Mr. Li (and relevant companies controlled by him) as soon as practicable.

 

  (xxvii) LI Tzar Kuoi, Victor: Mr. Victor Li, a director of HWL, CKH, CRL, KCI, SHP, WRE, PL, RRL, TWI, HL, WPL, GEL, OTI, WKL, FL, HHL, HIL, HRL, ML, WP, GL, HDL and CKE, indirectly beneficially owns 2,519,250 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares of the Issuer, through companies wholly owned by Mr. Victor Li. Mr. Victor Li has sole power to vote and dispose of all of these Ordinary Shares.

 

30


  (xxviii) FOK Kin-ning, Canning: Mr. Fok, a director of HWL, CKH and the Issuer, indirectly owns 1,202,380 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares, through a company equally owned by Mr. Fok and his spouse. Mr. Fok and his spouse have sole power to vote and dispose of all of these Ordinary Shares.

 

  (xxix) CHOW WOO Mo Fong, Susan: Mrs. Chow, a director of HWL, HTIHL, HTHL and the Issuer, directly owns 250,000 Ordinary Shares of the Issuer, representing less than 0.1% of the issued and outstanding Ordinary Shares. Mrs. Chow has sole power to vote and dispose of all of these Ordinary Shares.

 

  (xxx) Frank John SIXT: Mr. Sixt, a director of HWL, CKH, HTIHL, HTHL and the Issuer, directly owns 255,000 Ordinary Shares of the Issuer in the form of 17,000 American Depositary Shares, representing less than 0.1% of the issued and outstanding Ordinary Shares. Mr. Sixt has sole power to vote and dispose of all of these Ordinary Shares.

 

  (xxxi) George Colin MAGNUS: Mr. Magnus, a director of HWL and CKH, directly owns 13,333 Ordinary Shares of the Issuer (of which 13,201 Ordinary Shares are held by Mr. Magnus and 132 Ordinary Shares are held by his spouse), representing less than 0.1% of the issued and outstanding Ordinary Shares of the Issuer. Mr. Magnus and his spouse have sole power to vote and dispose of all of these Ordinary Shares.

Except as described in this Item 5, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of their respective executive officers or directors, (i) beneficially owns any Ordinary Shares or American Depositary Shares of the Issuer as of the date hereof, or (ii) has any right as of the date hereof to acquire, directly or indirectly, any beneficial ownership of Ordinary Shares or American Depositary Shares of the Issuer.

(c)

 

  (i) In a privately negotiated transaction, Yuda Limited, a company ultimately controlled by Mr. Li Ka-shing, the Chairman of the Board of Directors of HWL and CKH, has agreed to purchase 239,108,144 Ordinary Shares of the Issuer from Orascom Eurasia pursuant to the terms of a share purchase agreement dated December 4, 2007 amongst Yuda Limited, Orascom Eurasia and Orascom (the “Yuda Purchase Agreement”), as amended by a supplemental letter dated December 27, 2007 entered into between the same parties (the “Yuda Supplemental Letter”) for a total cash consideration of HK$2,630,189,584 (approximately US$336,918,707 based on the closing spot rate quoted by Bloomberg on January 3, 2008, of US$1.00 = HK$7.8066), representing HK$11:00 per Ordinary Share (approximately US$1.409 per Ordinary Share based on the stated exchange rate) (the “Yuda Transaction”). The closing of the Yuda Transaction occurred on January 3, 2008.

 

  (ii) Except as described in this Item 5, none of the Reporting Persons and, to their best knowledge, none of their respective executive officers or directors, has effected any transaction in Ordinary Shares or American Depositary Shares of the Issuer during the past 60 days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end of Item 6:

The HTIHL Share Purchase Agreement, the HTIHL Supplemental Letter, the Shareholders Agreement Termination Letter, the Reg Rights Termination Letter are described in Item 4. Copies of these Agreements are filed as Exhibits 9, 10, 11 and 12 respectively, to this Amendment No. 3 to Schedule 13D.

The Yuda Purchase Agreement and the Yuda Supplemental Letter, as described in Item 5(c), are filed as Exhibits 13 and 14, respectively, to this Amendment No. 3 to Schedule 13D.

 

Item 7. Material to be Filed as Exhibits.

The documents which have been filed as Exhibits are listed in the Exhibit Index herein.

 

31


SIGNATURE

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

 

Date:   January 15, 2008
HUTCHISON WHAMPOA LIMITED
HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED
HUTCHISON TELECOMMUNICATIONS HOLDINGS LIMITED
By:  

/s/ Frank Sixt

Name:  

Frank Sixt

Title:   Director
CHEUNG KONG (HOLDINGS) LIMITED
CONTINENTAL REALTY LTD
KAM CHIN INVESTMENT S.A.
SHINING HEIGHTS PROFITS LIMITED
WHITE RAIN ENTERPRISES LIMITED
POLYCOURT LIMITED
RICHLAND REALTY LIMITED
TOP WIN INVESTMENT LIMITED
HALDANER LIMITED
WINBO POWER LIMITED
GOOD ENERGY LIMITED
ORIENTAL TIME INVESTMENT LIMITED
WELL KARIN LIMITED
FUMANDA LIMITED
HARVESTIME HOLDINGS LIMITED
HARROWGATE INVESTMENTS LIMITED
HISLOP RESOURCES LIMITED
MIRABOLE LIMITED
WEALTH PLEASURE LIMITED
GUIDEFIELD LIMITED
HEY DARLEY LIMITED
CHEUNG KONG ENTERPRISES LIMITED
By:  

/s/ Edmond Ip

Name:   Edmond Ip
Title:   Director

 

32


SCHEDULE I

Executive Officers and Directors of

Hutchison Whampoa Limited

As of January 3, 2008

 

Name and

Business Address1a

   Citizenship   

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Ka-shing

7th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

   Hong Kong   

Chairman, Hutchison Whampoa Limited

Chairman, Cheung Kong (Holdings) Limited

LI Tzar Kuoi, Victor

7th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

   Hong Kong   

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l.,(Holdings) Inc.3

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

FOK Kin-ning, Canning    British   

Group Managing Director and Executive Director, Hutchison Whampoa Limited

Chairman, Hutchison Harbour Ring Limited8

Chairman, Hutchison Telecommunications International Limited9

Chairman, Hutchison Telecommunications (Australia) Limited6

Chairman, Partner Communications Company Ltd.7

Chairman, Hongkong Electric Holdings Limited5

Co-Chairman, Husky Energy Inc.4

Deputy Chairman, Cheung Kong Infrastructure Holdings Limited2

Non-executive Director, Cheung Kong (Holdings) Limited

 

33


SCHEDULE I (continued)

Executive Officers and Directors of

Hutchison Whampoa Limited

As of January 3, 2008

 

Name and

Business Address1a

   Citizenship   

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

CHOW WOO Mo Fong, Susan    British   

Deputy Group Managing Director and

Executive Director, Hutchison Whampoa Limited

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hutchison Harbour Ring Limited8

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, TOM Group Limited10

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Telecommunications Holdings Limited

Frank John SIXT    Canadian   

Group Finance Director and Executive Director, Hutchison Whampoa Limited

Chairman, TOM Group Limited10

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Husky Energy Inc.4

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, Cheung Kong (Holdings) Limited

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Telecommunications Holdings Limited

LAI Kai Ming, Dominic    Canadian   

Executive Director, Hutchison Whampoa Limited

Deputy Chairman, Hutchison Harbour Ring Limited8

Director, Hutchison Telecommunications (Australia) Limited6

George Colin MAGNUS

Room 701, Carpo Commerical Building

18-20 Lyndhurst Terrace

Central

Hong Kong

   British   

Non-executive Director, Hutchison Whampoa Limited

Non-executive Director, Cheung Kong (Holdings) Limited

Non-executive Director, Hongkong Electric Holdings Limited5

Non-executive Director, Cheung Kong Infrastructure Holdings Limited2

 

34


SCHEDULE I (continued)

Executive Officers and Directors of

Hutchison Whampoa Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

KAM Hing Lam

7th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

   Hong Kong   

Executive Director, Hutchison Whampoa Limited

Deputy Managing Director, Cheung Kong (Holdings) Limited

Group Managing Director, Cheung Kong Infrastructure Holdings Limited2

President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Executive Director, Hongkong Electric Holdings Limited5

Non-executive Director, Spark Infrastructure Group (Infrastructure)

(Level 6, 255 George Street, Sydney, NSW 2000, Australia)

Michael David KADOORIE

24th Floor, St. George’s

Building, 2 Ice House Street

Central, Hong Kong

   British   

Independent Non-executive Director, Hutchison Whampoa Limited

Chairman, CLP Holdings Limited (investment holding), 147 Argyle Street, Kowloon, Hong Kong

Chairman, The Hongkong and Shanghai Hotels, Limited (hotel catering and real

estate), 8th Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong

Chairman, Heliservices (Hong Kong) Limited (provision of helicopter services),

2107 St. George’s Building, 2 Ice House Street, Central, Hong Kong

Holger KLUGE

33 Delisle Ave., Suite 509

Toronto, Ontario M4V 3C7

Canada

   Canadian   

Independent Non-executive Director, Hutchison Whampoa Limited

Independent Non-executive Director, Husky Energy Inc.4

Independent Non-executive Director, Hongkong Electric Holdings Limited5

Independent Non-executive Director, Shoppers Drug Mart Corporation (licensor of full-service retail drug stores), 243 Consumers Road, Toronto, Ontario, M2J 4W8, Canada

OR Ching Fai, Raymond

83 Des Voeux Road Central

Hong Kong

   British   

Independent Non-executive Director, Hutchison Whampoa Limited

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), 1

Queen’s Road Central, Hong Kong

Vice Chairman and Chief Executive, Hang Seng Bank Limited (banking), 83 Des

Voeux Road Central, Hong Kong

 

35


SCHEDULE I (continued)

Executive Officers and Directors of

Hutchison Whampoa Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

William SHURNIAK

Limerick, Saskatchewan

Canada S0H 2P0

   Canadian   

Non-executive Director, Hutchison Whampoa Limited

Chairman, Northern Gas Networks Limited (operation

of natural gas distribution network), 1100 Century Way, Thorpe Park Business Park, Colton, Leeds LS15 8TU, United Kingdom

Chairman & President, Shurniak Gallery Inc. (art gallery), 122 -3rd Avenue West, Assiniboia, Saskatchewan, Canada SOH 0B0

Deputy Chairman, Husky Energy Inc.4

WONG Chung Hin

1225 Prince’s Building

10 Chater Road

Hong Kong

   British   

Independent Non-executive Director, Hutchison Whampoa Limited

Independent Non-executive Director, The Bank of East Asia, Limited (banking),

No. 10 Des Voeux Road Central, Hong Kong

Independent Non-executive Director, Hongkong Electric Holdings Limited5

 

36


SCHEDULE II

Executive Officers and Directors of

Hutchison Telecommunications Investment Holdings Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

CHOW WOO Mo Fong, Susan    British   

Director, Hutchison Telecommunications Investment Holdings Limited

Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hutchison Harbour Ring Limited8

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, TOM Group Limited10

Director, Hutchison Telecommunications Holdings Limited

Frank John SIXT    Canadian   

Director, Hutchison Telecommunications Investment Holdings Limited

Group Finance Director and Executive Director, Hutchison Whampoa Limited

Chairman, TOM Group Limited10

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Husky Energy Inc.4

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, Cheung Kong (Holdings) Limited

Director, Hutchison Telecommunications Holdings Limited

HO Wai Leung, Edmond

Hutchison House

5 Hester Road

London SW11 4AN

United Kingdom

   British   

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Whampoa (Europe) Limited, (consultancy services), Hutchison House,

5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Whampoa (UK) Limited (investment holding), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Whampoa Properties (Europe) Limited

(project management), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Telecommunications Holdings Limited

 

37


SCHEDULE II (continued)

Executive Officers and Directors of

Hutchison Telecommunications Investment Holdings Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

SNG Cheng Khoong, Robin

5000D #12-14 Marine Parade Road,

Singapore 449287

   Singaporean   

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Telecommunications Holdings Limited

CHAN Waichi, Richard

41, rue Siggy vu Letzebuerg, Apartment 14,

L-1933 Limpertsberg, Luxembourg

   American   

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Telecommunications Holdings Limited

Director, Hutchison Whampoa Europe Investment S.a r.l.

(investment holding), 7, rue du Marche aux Herbes, L-1728 Luxembourg

 

38


SCHEDULE III

Executive Officers and Directors of

Hutchison Telecommunications Holdings Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

CHOW WOO Mo Fong, Susan    British   

Director, Hutchison Telecommunications Holdings Limited

Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hutchison Harbour Ring Limited8

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, TOM Group Limited10

Director, Hutchison Telecommunications Investment Holdings Limited

Frank John SIXT    Canadian   

Director, Hutchison Telecommunications Holdings Limited

Group Finance Director and Executive Director, Hutchison Whampoa Limited

Chairman, TOM Group Limited10

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Husky Energy Inc.4

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

Non-executive Director, Cheung Kong (Holdings) Limited

Director, Hutchison Telecommunications Investment Holdings Limited

HO Wai Leung, Edmond

Hutchison House

5 Hester Road

London SW11 4AN

United Kingdom

   British   

Director, Hutchison Telecommunications Holdings Limited

Director, Hutchison Whampoa (Europe) Limited

(consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Whampoa (UK) Limited (investment holding), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Whampoa Properties (Europe) Limited, (project management), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Director, Hutchison Telecommunications Investment Holdings Limited

 

39


SCHEDULE III (continued)

Executive Officers and Directors of

Hutchison Telecommunications Holdings Limited

As of January 3, 2008

 

Name and

Business Address1a

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

SNG Cheng Khoong, Robin

5000D #12-14 Marine Parade Road,

Singapore 449287

   Singaporean   

Director, Hutchison Telecommunications Holdings Limited

Director, Hutchison Telecommunications Investment Holdings Limited

CHAN Waichi, Richard

41, rue Siggy vu Letzebuerg, Apartment 14,

L-1933 Limpertsberg, Luxembourg

   American   

Director, Hutchison Telecommunications Holdings Limited

Director, Hutchison Telecommunications Investment Holdings Limited

Director, Hutchison Whampoa Europe Investment S.a r.l.

(investment holding), 7, rue du Marche aux Herbes, L-1728 Luxembourg

 

40


SCHEDULE IV

Executive Officers and Directors of

Cheung Kong (Holdings) Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Ka-shing    Hong Kong   

Chairman, Cheung Kong (Holdings) Limited

Chairman, Hutchison Whampoa Limited

LI Tzar Kuoi, Victor    Hong Kong   

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3 Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

KAM Hing Lam    Hong Kong   

Deputy Managing Director, Cheung Kong (Holdings) Limited

Group Managing Director, Cheung Kong Infrastructure Holdings Limited2

President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Executive Director, Hongkong Electric Holdings Limited5

Executive Director, Hutchison Whampoa Limited

Non-executive Director, Spark Infrastructure Group (Infrastructure)

(Level 6, 255 George Street, Sydney, NSW 2000, Australia)

IP Tak Chuen, Edmond    British   

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

CHUNG Sun Keung, Davy    Hong Kong    Executive Director, Cheung Kong (Holdings) Limited
PAU Yee Wan, Ezra    Hong Kong    Executive Director, Cheung Kong (Holdings) Limited
WOO Chia Ching, Grace    U.S.A.    Executive Director, Cheung Kong (Holdings) Limited
CHIU Kwok Hung, Justin    Canadian   

Executive Director, Cheung Kong (Holdings) Limited

Chairman, ARA Asset Management (Singapore) Limited11

Chairman, ARA Trust Management (Suntec) Limited12

Chairman, ARA Asset Management (Prosperity) Limited14

Chairman and Non-executive Director, ARA Asset Management Limited13

LEUNG Siu Hon

502 Aon China Building

29 Queen’s Road Central

Hong Kong

   British   

Non-executive Director, Cheung Kong (Holdings) Limited

Consultant, Messrs. S.H. Leung and Co. (solicitors’ firm), 502 Aon China Building,

29 Queen’s Road Central, Hong Kong

 

41


SCHEDULE IV (continued)

Executive Officers and Directors of

Cheung Kong (Holdings) Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

FOK Kin-ning, Canning

22nd Floor, Hutchison House

10 Harcourt Road

Hong Kong

   British   

Non-executive Director, Cheung Kong (Holdings) Limited

Group Managing Director and Executive Director, Hutchison Whampoa Limited

Chairman, Hutchison Telecommunications International Limited9

Chairman, Hutchison Telecommunications (Australia) Limited6

Chairman, Partner Communications Company Ltd.7

Chairman, Hutchison Harbour Ring Limited8

Co-Chairman, Husky Energy Inc.4

Deputy Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, Hongkong Electric Holdings Limited5

Frank John SIXT

22nd Floor, Hutchison House

10 Harcourt Road

Hong Kong

   Canadian   

Non-executive Director, Cheung Kong (Holdings) Limited

Group Finance Director and Executive Director, Hutchison Whampoa Limited

Chairman, TOM Group Limited10

Executive Director, Cheung Kong Infrastructure Holdings Limited2

Executive Director, Hongkong Electric Holdings Limited5

Director, Hutchison Telecommunications (Australia) Limited6

Director, Husky Energy Inc.4

Director, Partner Communications Company Ltd.7

Non-executive Director, Hutchison Telecommunications International Limited9

CHOW Kun Chee, Roland

602 Aon China Building

29 Queen’s Road Central

Hong Kong

   British   

Non-executive Director, Cheung Kong (Holdings) Limited

Consultant, Messrs. Herbert Tsoi and Partners (solicitors’ firm), 602 Aon China

Building, 29 Queen’s Road Central, Hong Kong

George Colin MAGNUS

Room 701, Carpo Commerical Building

18-20 Lyndhurst Terrace

Central

Hong Kong

   British   

Non-executive Director, Cheung Kong (Holdings) Limited

Non-executive Director, Hongkong Electric Holdings Limited5

Non-executive Director, Cheung Kong Infrastructure Holdings Limited2

Non-executive Director, Hutchison Whampoa Limited

KWOK Tun-li, Stanley

Suite 560, 355 Burrard Street

Vancouver, British Columbia

V6C 2G8, Canada

   Canadian   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Director, Husky Energy Inc.4

Director, Amara International Investment Corporation (investment holdings), Suite

560, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8, Canada

YEH Yuan Chang, Anthony

26th Floor, Tower A

Regent Centre

63 Wo Yi Hop Road

Kwai Chung

Hong Kong

   Hong Kong   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Honorary Life President, Tai Ping Carpets International Limited (carpet manufacturing), 26th Floor, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong

Simon MURRAY

Suite 3601, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

   British   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Chairman, General Enterprise Management Services (International) Limited (investment fund), Suite 3601, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

Independent Non-executive Director, Orient Overseas (International) Limited (International transportation)

(33/F., Harbour Centre, 25 Harbour Road, Hong Kong)

CHOW Nin Mow, Albert

Unit 2001, 20/F, West Tower

Shun Tak Centre

168 Connaught Road Central

Hong Kong

   British   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Chairman & Managing Director, Wah Yip (Holdings) Limited (property

development and investment), Unit 2001, 20/F, West Tower, Shun Tak Centre, 168

Connaught Road Central, Hong Kong

 

42


SCHEDULE IV (continued)

Executive Officers and Directors of

Cheung Kong (Holdings) Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

HUNG Siu-lin, Katherine    Hong Kong    Independent Non-executive Director, Cheung Kong (Holdings) Limited

WONG Yick-ming, Rosanna

Room 906, Duke of Windsor Social

Service Building

15 Hennessy Road

Wanchai, Hong Kong

   Hong Kong   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Chairman, Education Commission of the Hong Kong Special Administrative Region

Executive Director, The Hong Kong Federation of Youth Groups (charitable organisation), Room 906, Duke of Windsor Social Service Building, 15 Hennessy Road, Wanchai, Hong Kong

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

CHEONG Ying Chew, Henry

6/F., New Henry House

10 Ice House Street

Central

Hong Kong

   British   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

Independent Non-executive Director, Cheung Kong Infrastructure Holdings Limited2

Independent Non-executive Director, Excel Technology International Holdings Limited (investment holding), 5/F., 633 King’s Road, North Point, Hong Kong

Independent Non-executive Director, TOM Group Limited10

Independent Non-executive Director, FFP Golden Asia Fund Inc. (investment fund), Walkers P O Box 265 GT, Walker House, Mary Street, George Town, Grand Cayman

Independent Non-executive Director, SPG Land (Holdings) Limited (development and sale of quality private residential properties in Shanghai, PRC), Unit 5711, 57/F, The Center, 99 Queen’s Road Central, Hong Kong

Independent Non-executive Director, New World Development Store China Limited (operate and manage department stores in the PRC and in Hong Kong), Room 1403, 14/F., West Wing Office Building, New World Centre, 20 Salisbury Road, Tsimshatsui, Hong Kong

KWAN Chiu Yin, Robert

35/F., One Pacific Place

88 Queensway

Hong Kong

   British   

Independent Non-executive Director, Cheung Kong (Holdings) Limited

 

43


SCHEDULE V

Executive Officers and Directors of

Continental Realty Ltd.

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Continental Realty Ltd.

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Continental Realty Ltd.

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Continental Realty Ltd.

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Continental Realty Ltd.

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Continental Realty Ltd.

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Continental Realty Ltd.

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

44


SCHEDULE VI

Executive Officers and Directors of

Kam Chin Investment S.A.

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Kam Chin Investment S.A.

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Kam Chin Investment S.A.

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Kam Chin Investment S.A.

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Kam Chin Investment S.A.

Executive Director, Cheung Kong (Holdings) Limited

 

45


SCHEDULE VII

Executive Officers and Directors of

Shining Heights Profits Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Shining Heights Profits Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited

(banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Shining Heights Profits Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Shining Heights Profits Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Shining Heights Profits Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Shining Heights Profits Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

46


SCHEDULE VIII

Executive Officers and Directors of

White Rain Enterprises Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, White Rain Enterprises Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, White Rain Enterprises Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, White Rain Enterprises Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, White Rain Enterprises Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, White Rain Enterprises Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, White Rain Enterprises Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

47


SCHEDULE IX

Executive Officers and Directors of

Polycourt Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Polycourt Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Polycourt Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Polycourt Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Polycourt Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Polycourt Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Polycourt Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

48


SCHEDULE X

Executive Officers and Directors of

Richland Realty Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Richland Realty Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Richland Realty Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Richland Realty Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Richland Realty Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Richland Realty Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Richland Realty Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

49


SCHEDULE XI

Executive Officers and Directors of

Top Win Investment Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Top Win Investment Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Top Win Investment Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Top Win Investment Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Top Win Investment Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Top Win Investment Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Top Win Investment Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

50


SCHEDULE XII

Executive Officers and Directors of

Haldaner Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Haldaner Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Haldaner Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Haldaner Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Haldaner Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Haldaner Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Haldaner Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

51


SCHEDULE XIII

Executive Officers and Directors of

Winbo Power Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Winbo Power Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Winbo Power Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Winbo Power Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Winbo Power Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Winbo Power Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Winbo Power Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

52


SCHEDULE XIV

Executive Officers and Directors of

Good Energy Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Good Energy Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Good Energy Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Good Energy Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Good Energy Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Good Energy Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Good Energy Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

53


SCHEDULE XV

Executive Officers and Directors of

Oriental Time Investment Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Oriental Time Investment Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Oriental Time Investment Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Oriental Time Investment Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Oriental Time Investment Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Oriental Time Investment Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Oriental Time Investment Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

54


SCHEDULE XVI

Executive Officers and Directors of

Well Karin Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Well Karin Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Well Karin Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

WOO Chia Ching, Grace    U.S.A.   

Director, Well Karin Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Well Karin Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Well Karin Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

55


SCHEDULE XVII

Executive Officers and Directors of

Fumanda Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Fumanda Limited

Managing Director and Deputy Chairman,

Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

KAM Hing Lam    Hong Kong   

Director, Fumanda Limited

Deputy Managing Director, Cheung Kong (Holdings) Limited

Group Managing Director, Cheung Kong Infrastructure Holdings Limited2

President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Executive Director, Hutchison Whampoa Limited

Executive Director, Hongkong Electric Holdings Limited5

Non-executive Director, Spark Infrastructure Group (Infrastructure)

(Level 6, 255 George Street, Sydney, NSW 2000, Australia)

IP Tak Chuen, Edmond    British   

Director, Fumanda Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

WOO Chia Ching, Grace    U.S.A.   

Director, Fumanda Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Fumanda Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Fumanda Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

56


SCHEDULE XVIII

Executive Officers and Directors of

Harvestime Holdings Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Harvestime Holdings Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Harvestime Holdings Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Harvestime Holdings Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Harvestime Holdings Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Harvestime Holdings Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

57


SCHEDULE XIX

Executive Officers and Directors of

Harrowgate Investments Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Harrowgate Investments Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Harrowgate Investments Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Harrowgate Investments Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Harrowgate Investments Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Harrowgate Investments Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

58


SCHEDULE XX

Executive Officers and Directors of

Hislop Resources Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Hislop Resources Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Hislop Resources Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Hislop Resources Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Hislop Resources Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Hislop Resources Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

59


SCHEDULE XXI

Executive Officers and Directors of

Mirabole Limited

As of January 3, 2008

 

Name and

Business Address1b

   Citizenship   

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Mirabole Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

KAM Hing Lam    Hong Kong   

Director, Mirabole Limited

Deputy Managing Director, Cheung Kong (Holdings) Limited

Group Managing Director, Cheung Kong Infrastructure Holdings Limited2

President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Executive Director, Hongkong Electric Holdings Limited5

Executive Director, Hutchison Whampoa Limited

Non-executive Director, Spark Infrastructure Group (Infrastructure)

(Level 6, 255 George Street, Sydney, NSW 2000, Australia)

IP Tak Chuen, Edmond    British   

Director, Mirabole Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Mirabole Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Mirabole Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Mirabole Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Mirabole Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

60


SCHEDULE XXII

Executive Officers and Directors of

Wealth Pleasure Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Wealth Pleasure Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking),

No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Wealth Pleasure Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

WOO Chia Ching, Grace    U.S.A.   

Director, Wealth Pleasure Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Wealth Pleasure Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Wealth Pleasure Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

61


SCHEDULE XXIII

Executive Officers and Directors of

Guidefield Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Guidefield Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Guidefield Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Guidefield Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Guidefield Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Guidefield Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Guidefield Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

62


SCHEDULE XXIV

Executive Officers and Directors of

Hey Darley Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Hey Darley Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

KAM Hing Lam    Hong Kong   

Director, Hey Darley Limited

Deputy Managing Director, Cheung Kong (Holdings) Limited

Group Managing Director, Cheung Kong Infrastructure Holdings Limited2

President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Executive Director, Hongkong Electric Holdings Limited5

Executive Director, Hutchison Whampoa Limited

Non-executive Director, Spark Infrastructure Group (Infrastructure)

(Level 6, 255 George Street, Sydney, NSW 2000, Australia)

IP Tak Chuen, Edmond    British   

Director, Hey Darley Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

PAU Yee Wan, Ezra    Hong Kong   

Director, Hey Darley Limited

Executive Director, Cheung Kong (Holdings) Limited

WOO Chia Ching, Grace    U.S.A.   

Director, Hey Darley Limited

Executive Director, Cheung Kong (Holdings) Limited

YEUNG, Eirene    Hong Kong   

Director, Hey Darley Limited

Director, Corporate Strategy Unit and Company Secretary, Cheung Kong (Holdings) Limited

Director, ARA Asset Management (Singapore) Limited11

MAN Ka Keung, Simon    Australian   

Director, Hey Darley Limited

Director, Corporate Strategy Unit of Cheung Kong (Holdings) Limited

 

63


SCHEDULE XXV

Executive Officers and Directors of

Cheung Kong Enterprises Limited

As of January 3, 2008

 

Name and

Business Address1b

  

Citizenship

  

Present Principal Occupation or

Employment, Including Name,

Principal Business and Address of

Each Corporation or Organization

LI Tzar Kuoi, Victor    Hong Kong   

Director, Cheung Kong Enterprises Limited

Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited

Chairman, Cheung Kong Infrastructure Holdings Limited2

Chairman, CK Life Sciences Int’l., (Holdings) Inc.3

Deputy Chairman and Executive Director, Hutchison Whampoa Limited

Co-Chairman, Husky Energy Inc.4

Executive Director, Hongkong Electric Holdings Limited5

Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1

Queen’s Road Central, Hong Kong

IP Tak Chuen, Edmond    British   

Director, Cheung Kong Enterprises Limited

Executive Director and Deputy Managing Director, Cheung Kong (Holdings) Limited

Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2

Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.3

Director, ARA Asset Management (Singapore) Limited11

Director, ARA Trust Management (Suntec) Limited12

Non-executive Director, ARA Asset Management Limited13

Non-executive Director, TOM Group Limited10

 

64


Notes to Schedules:

 

1a.    Unless otherwise indicated, the business address of each of the named persons is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong.
1b.    Unless otherwise indicated, the business address of each of the named persons is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
2.    The principal business address of Cheung Kong Infrastructure Holdings Limited is 12th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of Cheung Kong Infrastructure Holdings Limited is development, investment and operation of infrastructure businesses in Hong Kong, the Mainland, Australia and the United Kingdom.
3.    The principal business address of CK Life Sciences Int’l., (Holdings) Inc. is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of CK Life Sciences Int’l., (Holdings) Inc. is investment holding, research and development, manufacturing, commercialization, marketing and selling of environmental and human health products, as well as investment in various financial and investment products.
4.    The principal business address of Husky Energy Inc. is 707-8th Avenue S.W., Box 6525, Station D, Calgary, Alberta, Canada, T2P 3G7. The principal business of Husky Energy Inc. is investment in oil and gas.
5.    The principal business address of Hongkong Electric Holdings Limited is 44 Kennedy Road, Hong Kong. The principal business of Hongkong Electric Holdings Limited is generation and supply of electricity.
6.    The principal business address of Hutchison Telecommunications (Australia) Limited is Building A, 207 Pacific Highway, St. Leonards NSW 2065, Sydney, Australia. The principal business of Hutchison Telecommunications (Australia) Limited is telecommunications.
7.    The principal business address of Partner Communications Company Ltd. is 8 Amal Street, Afeq Industrial Park, Rosh Ha’ayin 48103, Israel. The principal business of Partner Communications Company Ltd. is cellular mobile telephone services.
8.    The principal business address of Hutchison Harbour Ring Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Harbour Ring Limited is principally engaged in toy manufacturing, property development and investment, provision of integrated solutions of design and distribution of mobile phone accessories and other high-end electronic products as well as licencing and sourcing of consumer products.
9.    The principal business address of Hutchison Telecommunications International Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Telecommunications International Limited is the provision of mobile and fixed-line telecommunications services.
10.    The principal business address of TOM Group Limited is 48/F., The Center, 99 Queen’s Road Central, Central, Hong Kong. The principal business of TOM Group Limited is the provision of internet, outdoor media, publishing, sports, television and entertainment across markets in Mainland China, Taiwan and Hong Kong.
11.    The principal business address of ARA Asset Management (Singapore) Limited is 6 Temasek Boulevard, #16-02 to #16-05, Suntec Tower Four, Singapore 038986. ARA Asset Management (Singapore) Limited is the manager of Fortune Real Estate Investment Trust which holds a portfolio of eleven retail malls and properties in Hong Kong.
12.    The principal business address of ARA Trust Management (Suntec) Limited is 6 Temasek Boulevard, #16-02 to #16-05, Suntec Tower Four, Singapore 038986. ARA Trust Management (Suntec) Limited is the manager of Suntec Real Estate Investment Trust which holds a portfolio of 3 prime retail and office properties in Singapore.
13.    The principal business address of ARA Asset Management Limited is 6 Temasek Boulevard, #16-02 to #16-05, Suntec Tower Four, Singapore 038986. The business of ARA Asset Management Limited comprises four primary segments: real estate investment trust management, private real estate fund management, specialist equity fund management and corporate finance advisory services.
14.    The principal business address of ARA Asset Management (Prosperity) Limited is Unit 5508-09, 55th Floor, The Center, 99 Queen’s Road Central, Hong Kong. ARA Asset Management (Prosperity) Limited is the manager of Prosperity Real Estate Investment Trust which features 7 high-quality properties located with direct access to the mass transportation network of Hong Kong.

 

65


EXHIBIT INDEX

 

Exhibit No.  

Description

A.   Joint Filing Statement
1.   Agreement dated May 27, 2004 between Hutchison Whampoa Limited and NTT DoCoMo, Inc.*
2.   Agreement dated July 4, 2005 between Hutchison Telecommunications Investment Holdings Limited and Hutchison Telecommunications International Limited**
3.   Promissory Note dated December 21, 2005, payable by Orascom Telecom Eurasia Limited to Hutchison Telecommunications Investment Holdings Limited.#
4.   Guarantee dated December 21, 2005, created by Orascom Telecom Holding S.A.E. in favor of Hutchison Telecommunications Investment Holdings Limited.#
5.   Share Charge dated December 21, 2005, created by Orascom Telecom Eurasia Limited in favor of Hutchison Telecommunications Investment Holdings Limited.#
6   Share Purchase Agreement dated December 21, 2005, between Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Eurasia Limited. and Orascom Telecom Holding S.A.E.#
7.   Shareholders’ Agreement dated December 21, 2005 between Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Eurasia Limited. and Orascom Telecom Holding S.A.E.#
8.   Amended and Restated Registration Rights Agreement dated December 21, 2005, between Hutchison Telecommunications International Limited, Hutchison Telecommunications Investment Holdings Limited, Cheung Kong (Holdings) Limited and Orascom Telecom Eurasia Limited.#
9.   HTIHL Share Purchase Agreement dated December 4, 2007 amongst Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E.
10.   HTIHL Supplemental Letter dated December 27, 2007 amongst Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E.
11.   Shareholders Agreement Termination Letter dated January 3, 2008 amongst Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E.
12.   Reg Rights Termination Letter dated January 3, 2008 amongst Hutchison Telecommunications Investment Holdings Limited, Hutchison Whampoa Limited, Orascom Eurasia Limited, Orascom Telecom Holding S.A.E. and the Issuer.
13.   Yuda Purchase Agreement dated December 4, 2007 amongst Yuda Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E.
14.   Yuda Supplemental Letter dated December 27, 2007 amongst Yuda Limited, Orascom Telecom Eurasia Limited and Orascom Telecom Holding S.A.E.

* Previously filed with the Statement on Schedule 13D filed jointly by HWL, HTIHL, NBH, CKH and the CKH Subsidiaries with the Securities and Exchange Commission on June 30, 2005 and incorporated by reference herein.
** Previously filed with the Statement on Amendment No. 1 to Schedule 13D filed jointly by HWL, HTIHL, NBH, CKH and the CKH Subsidiaries with the Securities and Exchange Commission on August 12, 2005 and incorporated by reference herein.
# Previously filed with the Statement on Amendment No.2 to Schedule 13D filed jointly by HWL, HTIHL, CKH and the CKH Subsidiaries with the Securities and Exchange Commission on December 27, 2005 and incorporated by reference herein.

 

66

EX-99.(A) 2 dex99a.htm JOINT FILING STATEMENT Joint Filing Statement

EXHIBIT A - JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Date: January 15, 2008

HUTCHISON WHAMPOA LIMITED

HUTCHISON TELECOMMUNICATIONS INVESTMENT

HOLDINGS LIMITED

HUTCHISON TELECOMMUNICATIONS HOLDINGS LIMITED

 

By:  

/s/ Frank Sixt

Name:   Frank Sixt
Title:   Director

CHEUNG KONG (HOLDINGS) LIMITED

CONTINENTAL REALTY LTD

KAM CHIN INVESTMENT S.A.

SHINING HEIGHTS PROFITS LIMITED

WHITE RAIN ENTERPRISES LIMITED

POLYCOURT LIMITED

RICHLAND REALTY LIMITED

TOP WIN INVESTMENT LIMITED

HALDANER LIMITED

WINBO POWER LIMITED

GOOD ENERGY LIMITED

ORIENTAL TIME INVESTMENT LIMITED

WELL KARIN LIMITED

FUMANDA LIMITED

HARVESTIME HOLDINGS LIMITED

HARROWGATE INVESTMENTS LIMITED

HISLOP RESOURCES LIMITED

MIRABOLE LIMITED

WEALTH PLEASURE LIMITED

GUIDEFIELD LIMITED

HEY DARLEY LIMITED

CHEUNG KONG ENTERPRISES LIMITED

 

By:  

/s/ Edmond Ip

Name:   Edmond Ip
Title:   Director

 

67

EX-9 3 dex9.htm HTIHL SHARE PURCHASE AGREEMENT HTIHL Share Purchase Agreement

Exhibit 9

 


4 December 2007

SHARE PURCHASE AGREEMENT

amongst

HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED

and

HUTCHISON WHAMPOA LIMITED

and

ORASCOM TELECOM EURASIA LIMITED

and

ORASCOM TELECOM HOLDING S.A.E.

 



THIS AGREEMENT is made on the 4 day of December 2007

BETWEEN:

 

(1) HUTCHISON TELECOMMUNICATIONS INVESTMENT HOLDINGS LIMITED, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands (the “Purchaser”);

 

(2)

HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong whose registered office is at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong (“HWL”);

 

(3) ORASCOM TELECOM EURASIA LIMITED, a company established in accordance with the laws of the British Virgin Islands whose registered office is at Suite 1, 17, Sir Augustus Bartolo Street, Ta’ Xinex, Malta (the “Seller”); and

 

(4) ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt whose principal place of business is at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt (the “OTH”).

WHEREAS:

 

(A) The Seller, a wholly owned subsidiary of OTH, has agreed to sell and HWL has agreed to purchase, the Sale Shares (as defined in Clause 1.1 (Interpretation)) on the terms and conditions of this Agreement.

 

(B) OTH has agreed to give the guarantee set forth in Clause 8 (OTH’s Guarantee), and to undertake certain other obligations as set out in this Agreement.

 

(C) The Purchaser, an indirect wholly owned subsidiary of HWL, has been nominated by HWL to acquire the Sale Shares.

NOW IT IS HEREBY AGREED as follows:

 

1. INTERPRETATION

 

1.1 In this Agreement:

 

“2005 Transaction Documents”   means the Shareholders’ Agreement, the Co-operation Agreement and the Amended and Restated Registration Rights Agreement.
“Affiliate”   means, with respect to any company, its subsidiaries or holding companies or any subsidiaries of such holding companies.
“Amended and Restated Registration Rights Agreement”   means the amended and restated registration rights agreement dated 21 December 2005 and entered into by and among the Seller, OTH, the Company and Cheung Kong (Holdings) Limited.

 

1


“Business Day”   means a day (other than a Saturday or Sunday or a public holiday) when commercial banks generally open for business in Hong Kong and the Arab Republic of Egypt.

“Cayman Islands Register

of Members”

  means the register of members of the Company kept and maintained in the Cayman Islands from time to time.

“Cayman Islands Register

of Transfers”

  means the register of transfers of shares of the Company kept and maintained in the Cayman Islands from time to time.
“Closing”   means the closing of the sale and purchase of the Sale Shares in accordance with the terms of this Agreement.
“Closing Date”   4 January 2008 or such earlier date as the parties hereto may agree in writing.
“Companies Ordinance”   means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong.
“Company”   means Hutchison Telecommunications International Limited, a company incorporated under the laws of the Cayman Islands, and whose shares are listed on the Stock Exchange (Stock Code: 2332), and whose American depositary shares are listed on the New York Stock Exchange, Inc. (Ticker: HTX).
“Conditions”   has the meaning given to it in Clause 3A.1.
“Consideration”   means the consideration payable in Hong Kong Dollars in immediately available funds being the aggregate Purchase Price for the Sale Shares as set out in Clause 3 (Consideration).
“Co-operation Agreement”   means the co-operation agreement dated 21 December 2005 and entered into between the Company and OTH.
“Encumbrance”   means liens, security interests, options, rights of first refusal, rights of first offer, tag along rights, claims, mortgages, charges, licences to third parties, leases to third parties or security agreements or any other material restrictions or limitations on the use of real or personal property or irregularities in title thereto.

 

2


“Financing Parties”   means those banks and financial institutions and institutional and professional investors that provide finance from time to time to the Seller and its Affiliates where such finance is secured by the Sale Shares; and “Financing Party” shall be construed accordingly.
“Governmental Authority”   means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental, self-regulatory or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, which shall include where applicable, the Stock Exchange, the Cairo and Alexandria Stock Exchange, the Hong Kong Securities and Futures Commission and the US Securities and Exchange Commission.

“HK$” or “Hong Kong

Dollars”

  the lawful currency of Hong Kong.
“holding company”   has the meaning given to it in the Companies Ordinance.
“Hong Kong”   means the Hong Kong Special Administrative Region of the People’s Republic of China.
“Law”   means any statute, law, ordinance, rule, regulation or guidelines of any Governmental Authority.
“Listing Rules”   means the Rules Governing the Listing of Securities on the Stock Exchange.
“Long Stop Time”   means 5:00 p.m. (Hong Kong time) on 3 January 2008.
“Loss” or “Losses”   means any and all losses, claims, liabilities, damages, judgments, proceedings, arbitration, assessments, charges, fines and penalties, interest, reasonable costs and expenses, including reasonable expenses of investigation and enforcement of any claim or indemnity and all reasonable legal and other professional fees and expenses.
“Person”   means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organisation and a Governmental Authority.

 

3


“Purchase Price”   means HK$11.00 per Sale Share.

“Purchaser’s and HWL’s

Warranties”

  means the representations and warranties by the Purchaser and HWL referred to in Clause 8.1 (Purchaser’s and HWL’s Warranties).
“Register of Members”   means the register of members of the Company kept and maintained by its Hong Kong branch share registrar.
“Sale Shares”   means 441,026,028 Shares in the issued share capital of the Company.
“Security Agent”   means a security or collateral agent and any replacement or successor thereof, acting for the benefit of the Financing Parties.

“Seller’s Designated

Account”

  means such bank account as designated in writing by the Seller (or the Security Agent) to the Purchaser at least 5 Business Days prior to the Closing Date for effecting transfer of the Consideration pursuant to the terms hereof.
“Shareholders’ Agreement”   means the shareholders’ agreement dated 21 December 2005 and entered into among the Seller, OTH, the Purchaser and HWL in relation to the Company.
“Shares”   means ordinary shares of nominal value HK$0.25 each in the share capital of the Company.
“Stock Exchange”   means The Stock Exchange of Hong Kong Limited.
“subsidiary”   has the meaning given to it in the Companies Ordinance.
“Tax” or “Taxation”   means any income, gross receipts, withholding, sales or value added tax.
“Transaction Documents”   means this Agreement and other documents contemplated to be executed and exchanged prior to or at Closing.
“Warranties”   means the representations and warranties in Clause 7.1 (Seller’s and OTH’s Warranties) and set out in the Schedule (Warranties).

 

1.2 In this Agreement, unless the context otherwise requires:

 

  (i) any reference in this Agreement to “writing” or comparable expressions includes a reference to facsimile transmission or comparable means of communication (excluding, for the avoidance of doubt, email);

 

4


  (ii) words expressed in the singular number shall include the plural and vice versa, words expressed in the masculine shall include the feminine and neuter gender and vice versa;

 

  (iii) references to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Agreement;

 

  (iv) reference to “day” or “days” are to calendar days;

 

  (v) this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented;

 

  (vi) include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import;

 

  (vii) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement;

 

  (viii) references herein to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions and shall include any provisions of which they are re-enactments (whether with or without modification) but in each case as at the date of this Agreement;

 

  (ix) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established;

 

  (x) references to “party” or “parties” are to a party to or the parties to this Agreement; and

 

  (xi) references to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

 

1.3 The Schedule to this Agreement is incorporated into and form an integral part of this Agreement.

 

2. SALE AND PURCHASE

 

2.1 The Seller shall sell and HWL shall, through the Purchaser, purchase the Sale Shares with all rights now or in the future attaching to them (including the right to receive all dividends, distributions or any return of capital declared, made or paid on or after the date of this Agreement) on the terms and conditions of this Agreement.

 

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2.2 The Seller covenants and confirms that, subject only to satisfaction of the Conditions, it has the right to transfer legal and beneficial title to the Sale Shares.

 

2.3 The Seller covenants and confirms that the Sale Shares shall be sold and purchased at Closing free from all Encumbrances.

 

2.4 The Seller waives and shall procure the waiver of any restrictions on transfer (including all pre-emption rights) which may exist in relation to the Sale Shares.

 

2.5 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously.

 

3. CONSIDERATION

The consideration for the sale and purchase of the Sale Shares shall be the payment of the sum of HK$4,851,286,308 (Hong Kong Dollars Four Billion Eight Hundred and Fifty One Million Two Hundred and Eighty Six Thousand Three Hundred and Eight Only) at Closing in accordance with Clause 5.2.

 

3A. CONDITIONS

 

3A.1 The agreement to sell and purchase the Sale Shares contained in Clause 2 is conditional upon the delivery to the Seller of:

 

  (i) a deed of release relating to the security over the Sale Shares previously granted in favour of the Security Agent, and executed by the Security Agent and/or such other Financing Party or Parties as may be required for this purpose; and

 

  (ii) any other consents required by the Security Agent or any such Financing Party or Parties for the transfer of the Sale Shares pursuant to the terms of the financing secured by the Sale Shares (the “Conditions”).

 

3A.2 The Seller shall use its best endeavours to ensure that the Conditions are fulfilled promptly after the date of this Agreement, and in any event on or before the Long Stop Time. The Seller shall notify the Purchaser in writing promptly upon becoming aware that the Conditions have been fulfilled.

 

3A.3 If the Conditions are not fulfilled by the Long Stop Time, the Purchaser and HWL shall be entitled to terminate this Agreement by written notice to the others. In such event none of the parties shall have any claim under this Agreement of any nature whatsoever against the others except in respect of any rights and liabilities which have accrued before such termination.

 

4. PRE-CLOSING OBLIGATIONS

 

4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser:

 

  (a) a written request in the prescribed form for removal of the Sale Shares registered in the name of the Security Agent from the Register of Members to the Cayman Islands Register of Members;

 

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  (b) written resignations in the prescribed form duly signed from:

 

  (i) Aldo Mareuse and Michael John O’Connor as directors of the Company and Ragy Soliman as an alternate director to Aldo Mareuse;

 

  (ii) Aldo Mareuse and Michael John O’Connor as members of the Finance Committee of the Company;

 

  (iii) Naguib Sawiris as one of the Commissioners of the Board of Commissioners of PT. Hutchison CP Telecommunications; and

 

  (iv) Aldo Mareuse as a member of the Co-ordination Committee of the BCC (Business Cooperation Contract) Project between Hanoi Telecom JSC and Hutchison Telecommunications (Vietnam) Sarl

all with effect from the Closing Date;

 

  (c) a letter agreement for termination of each of the 2005 Transaction Documents with effect from the Closing Date with mutual release and waiver of all parties’ respective rights and claims thereunder against the others duly signed by the Seller and/or OTH, as the case may be;

 

  (d) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party;

 

  (e) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party;

 

  (f) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and

 

  (g) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement.

 

4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller:

 

  (a) a counterpart of the letter agreement for termination of each of the 2005 Transaction Documents with effect from the Closing Date with mutual release and waiver of all parties’ respective rights and claims thereunder against the others duly signed by the Purchaser, HWL and/or the Company, under common seal (if required), as the case may be;

 

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  (b) a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party;

 

  (c) a certified extract of the written resolutions of the directors of HWL approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and

 

  (d) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed.

 

5. CLOSING

 

5.1 Subject to fulfilment of the Conditions, Closing shall take place at 12 noon, Hong Kong time on the Closing Date at the offices of HWL at 22/F, Hutchison House, 10 Harcourt Road, Hong Kong or at such other place or time as is agreed in writing by the Seller and the Purchaser.

 

5.2 At Closing and against delivery to the Seller of a copy irrevocable instructions issued for payment of the full amount of the Consideration into the Seller’s Designated Account by wire transfer, the Seller shall:

 

  (i) deliver or procure delivery to the Purchaser or a Person designated by the Purchaser a stock transfer form in relation to the transfer of the Sale Shares to the Purchaser duly executed by the Seller or the Security Agent (or its nominee);

 

  (ii) provide such assistance as the Purchaser may reasonably require for effecting registration of the transfer of the Sale Shares to the Purchaser as of the Closing Date; and

 

  (iii) deliver or procure that there be delivered to the Purchaser or a Person designated by the Purchaser an original share certificate issued by the Company in the name of the Seller or the Security Agent (or its nominee) representing the Sale Shares for cancellation.

 

5.3 If the provisions of Clause 5.2 are not complied with on the Closing Date, the Purchaser and HWL shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate repayment of the Consideration to the extent received in the Seller’s Designated Account by the Seller (without limiting the Purchaser’s and the HWL’s rights and remedies under this Agreement).

 

6. SELLER’S AND OTH’S WARRANTIES

 

6.1 The Seller hereby represents and warrants to the Purchaser and HWL that each of the Warranties is true and accurate in all respects and not misleading as at the date of this Agreement.

 

6.2 OTH hereby represents and warrants to the Purchaser and HWL that each of Warranty 1.1(ii) and, insofar as they relate to OTH, Warranties 1.2(i), (ii) and (iii) and 1.3(ii) are true and accurate in all respects and not misleading as at the date of this Agreement.

 

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6.3 The Seller and OTH acknowledge that the Purchaser and HWL are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Warranties.

 

6.4 Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement.

 

7. PURCHASER’S AND HWL’S WARRANTIES

 

7.1 The Purchaser and HWL hereby jointly and severally represent and warrant to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement:

 

  (i) The Purchaser is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands.

 

  (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser.

 

  (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby.

 

  (iv) The entry into and performance of the Transaction Documents to which the Purchaser or HWL is a party will not constitute a breach by the Purchaser or HWL of or default under: (A) any provision of the organisational documents of the Purchaser or HWL; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser or HWL is bound; or (C) any Law applicable to the Purchaser or HWL.

 

7.2 Each of the Purchaser’s and HWL’s Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser’s and HWL’s Warranty or by anything in this Agreement.

 

7.3 The Purchaser and HWL acknowledge that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser’s and HWL’s Warranties.

 

8. OTH’S GUARANTEE

 

8.1

In consideration of the Purchaser and HWL entering into this Agreement, OTH unconditionally and irrevocably guarantees to the Purchaser and HWL the due and

 

9


 

punctual performance and payment by the Seller of all its financial and other obligations under or pursuant to this Agreement (the “Seller’s Guaranteed Obligations”).

 

8.2 If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller’s Guaranteed Obligations, OTH shall immediately upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Seller’s Guaranteed Obligations as if it was the principal obligor in regard to which such default has been made.

 

8.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Seller’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser or HWL may now or hereafter have or hold for the performance and observance of the Seller’s Guaranteed Obligations.

 

8.4 As a separate and independent obligation, OTH agrees (as primary obligor and not only as surety) to indemnify, defend and hold harmless the Purchaser and HWL from time to time (without set-off or counterclaim) from and against any and all Losses suffered by the Purchaser or HWL to the extent of any relevant limit on the liability of the Seller in this Agreement as a result of (i) the failure by the Seller to perform any of the Seller’s Guaranteed Obligations; or (ii) any of the Seller’s Guaranteed Obligations (including, without limitation, any moneys payable) not being enforceable, effective against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or any other fact or circumstances whatsoever (other than any limitation imposed by this Agreement). The amount of the Loss or of any payment to be made by OTH pursuant to this Clause 8.4 or any other provision of this Clause 8 shall be equal to, and shall in no circumstances exceed, the amount which the Purchaser or HWL would otherwise have been entitled to recover from the Seller under the terms of this Agreement.

 

8.5 The liability of OTH under this Clause 8:

 

  (i) shall not be released or diminished by any variation of the Seller’s Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Seller’s Guaranteed Obligations or any granting of time for such performance; and

 

  (ii) shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

 

8.6 OTH waives any right it may have of first requiring the Purchaser or HWL to proceed against the Seller before claiming from OTH under this Clause 8.

 

9. CONFIDENTIALITY AND ANNOUNCEMENTS

No announcement, statement, press conference or other communication shall be (or authorised to be) made, released, issued or held by or on behalf of any party or its directors, officers, employees, agents or advisers before, on or after Closing concerning this Agreement, or the subject matter or provisions of, or transactions or

 

10


matters referred to in or contemplated by, or negotiations leading to, this Agreement; provided that nothing in the foregoing shall prohibit the issue or release by any party of any announcement or circular if and to the extent required by law or any regulatory body or the rules of any recognised stock exchange, including the Stock Exchange, New York Stock Exchange, Inc. and the Cairo and Alexandria Stock Exchange, on which the shares of such party, its Affiliates or the Company are listed but the party with an obligation to issue or release an announcement or a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation.

 

10. ASSIGNMENT

This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the express written consent of the other parties hereto.

 

11. FURTHER ASSURANCE

The Seller and OTH shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Purchaser and HWL to give full effect to this Agreement and its rights, powers and remedies under this Agreement. The Purchaser and HWL shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Seller and OTH to give full effect to this Agreement and its rights, powers and remedies under this Agreement.

 

12. ENTIRE AGREEMENT

This Agreement, together with each other Transaction Documents, constitute the whole agreement between the parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Sale Shares.

 

13. SEVERANCE AND VALIDITY

 

13.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

 

13.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.1, not be affected.

 

14. VARIATIONS

No variation of this Agreement shall be effective unless in writing and signed by the parties.

 

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15. REMEDIES AND WAIVERS

 

15.1 No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given.

 

15.2 No delay or omission by any party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.

 

15.3 The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.

 

15.4 The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

 

16. EFFECT OF CLOSING

The provisions of this Agreement which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing.

 

17. SURVIVAL AND RIGHTS OF RESCISSION

 

17.1 Subject to Clause 5.3, no party shall have any right to rescind this Agreement under any circumstance.

 

17.2 The representations and warranties of any party contained in this Agreement shall survive the sale and purchase of the Sale Shares pursuant to this Agreement.

 

18. THIRD PARTY RIGHTS

This Agreement is made for the benefit of the parties, their successors and permitted assigns and is not intended to benefit or be enforceable by any other person.

 

19. PAYMENTS

 

19.1 Any amount payable by the Seller or OTH to the Purchaser or HWL or by the Purchaser or HWL to the Seller or OTH shall be made in full without set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by law.

 

19.2 If any deduction or withholding is required by law to be made from any payment or if the recipient is subject to Tax in respect of such payment, the payer shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the recipient (after taking into account all deductions, withholdings or Tax) is equal to the amount it would have received had the payment not been subject to any such deductions, withholdings or Tax.

 

20. COSTS AND EXPENSES

 

20.1 Except as provided otherwise, each party shall pay its own costs and expenses in connection with the negotiations, preparation and performance of this Agreement and the other Transaction Documents.

 

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20.2 Any transfer, registration, stamp, documentary or similar taxes chargeable in connection with the transfer of the Sale Shares under this Agreement shall be borne equally by the Seller and the Purchaser. The Seller and the Purchaser shall co-operate in minimising any such taxes and in the timely making of all filings, returns, reports and forms as may be required in connection therewith.

 

21. NOTICES

 

21.1 Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the party giving it and marked for the attention of the relevant party. A Notice may be delivered personally or sent by fax, pre-paid recorded delivery or pre-paid registered airmail to the address or fax number provided in Clause 21.3.

 

21.2 A Notice shall be deemed to have been received:

 

  (i) at the time of delivery if delivered personally;

 

  (ii) at the time of transmission if sent by fax;

 

  (iii) two Business Days after the time and date of posting if sent by pre-paid recorded delivery; or

 

  (iv) five Business Days after the time and date of posting if sent by pre-paid registered airmail,

provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 21 are to local time in the country of the addressee.

 

21.3 The addresses and fax numbers for service of Notice are:

 

Purchaser:   
Name:    Hutchison Telecommunications Investment
   Holdings Limited
Address:    c/o 22nd Floor, Hutchison House
   10 Harcourt Road
   Hong Kong
For the attention of:    The Company Secretary
Fax number:    (852) 2128 1778

 

13


HWL:   
Name:    Hutchison Whampoa Limited
Address:    22nd Floor, Hutchison House
   10 Harcourt Road
   Hong Kong
For the attention of:    The Company Secretary
Fax number:    (852) 2128 1778
Seller:   
Name:    Orascom Telecom Eurasia Limited
Address:    c/o 2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac – 11221
   Cairo
   Egypt
For the attention of:    Legal Department
Fax number:    202 2461 5055
OTH   
Name:    Orascom Telecom Holding S.A.E.
Address:    2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac
   Cairo
   Egypt
For the attention of:    Mr. Naguib Sawiris, Chairman & CEO
Fax number:    202 2461 5055
With a copy to:    Orascom Telecom Holding S.A.E.
Address:    2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac
   Cairo
   Egypt
For the attention of:    Legal Department
Fax number:    202 2461 5165

 

21.4 A party shall notify the other parties of any change to its address in accordance with the provisions of this Clause 21 provided that such notification shall only be effective on the later of the date specified in the notification and 5 (five) Business Days after deemed receipt.

 

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22. COUNTERPARTS

This Agreement may be executed in counterparts and shall be effective when each party has executed a counterpart. Each counterpart shall constitute an original of this Agreement and all counterparts taken together shall constitute one and the same agreement. Delivery of a facsimile executed counterpart of the signature page shall be effective as delivery of an original executed counterpart of this Agreement.

 

23. GOVERNING LAW AND JURISDICTION

 

23.1 This Agreement shall be governed by and construed in accordance with English law.

 

23.2 The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts.

 

24. AGENT FOR SERVICE OF PROCESS

 

24.1 Each of the Purchaser and HWL irrevocably appoints Hutchison Whampoa Agents (UK) Limited of Hutchison House, 5 Hester Road, Battersea, London SW11 4AN, the United Kingdom and each of the Seller and OTH irrevocably appoints Law Debenture of Corporate Services Limited of Fifth Floor, 100 Wood Street, London, England, EC2V 7EX, in each case as its agent for service of process in England.

 

24.2 If any person appointed as agent for service of process ceases to act as such the relevant party shall immediately appoint another person to accept service of process on its behalf in England and notify the other parties of such appointment. If it fails to do so within ten Business Days any other party shall be entitled by notice to the other parties to appoint a replacement agent for service of process.

IN WITNESS WHEREOF each party has executed this Agreement, or caused this Agreement to be executed by its duly authorised representatives.

 

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Schedule

Warranties

The Seller hereby represents and warrants to the Purchaser and HWL as of the date hereof (save in respect of 1.1(ii) and the Warranties given by OTH in 1.2(i), (ii) and (iii) and 1.3(ii)) and OTH represents and warrants to the Purchaser and HWL as at the date hereof as set out in 1.1(ii) and, insofar as they relate to OTH, 1.2(i), (ii) and (iii) and 1.3(ii) only, as follows:

 

1.1 Organisation of the Seller and OTH.

 

(i) The Seller is a corporation duly organised under the laws of the British Virgin Islands, and is validly existing and in good standing under the laws of Malta.

 

(ii) OTH is a corporation duly organised, validly existing and in good standing under the laws of the Arab Republic of Egypt.

 

(iii) The Seller is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Seller. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Seller.

 

1.2 Authority and Enforceability.

 

(i) Each of the Seller and OTH has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement.

 

(ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or shareholder action on the part of the Seller or OTH is necessary to authorise the execution, delivery and performance of the Transaction Documents to which the Seller or OTH is a party, such other instruments and agreements contemplated hereby and thereby or the consummation of the transactions contemplated hereby and thereby.

 

(iii)

The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly executed and delivered by each of the Seller and OTH and shall be valid and binding obligations of each of the Seller and OTH enforceable against them in accordance with their terms, except to the extent that their enforceability may be subject to


 

applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights generally or to general equitable principles.

 

1.3 Consents and Approvals; No Violations.

 

(i) The Seller has obtained all consents and made all notifications necessary for its entry into and performance of its obligations under the Transaction Documents.

 

(ii) The entry into and performance of the Transaction Documents to which the Seller or OTH is a party will not constitute a breach by the Seller or OTH of or default under: (A) any provision of the organisational documents of the Seller or OTH; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Seller or OTH is bound; or (C) any Law applicable to the Seller and OTH.

 

(iii) The Seller has not made the decision to enter into this Agreement or to sell the Sale Shares as a result of and on the basis of any unpublished information relating to the Company or the Company Subsidiaries which in the reasonable opinion of the Seller would constitute “relevant information” (as defined in Part XIII and XIV of the Securities and Futures Ordinance of Hong Kong (Cap.571)).

 

1.4 Sale Shares

The Seller is the beneficial owner of and has good and valid title to the Sale Shares free and clear of any Encumbrance other than the security created in favour of the Security Agent which will be released prior to or at Closing. All of the Sale Shares are fully paid.

 

17


SIGNED by  

Susan Chow

   )     
for and on behalf of    )     
HUTCHISON TELECOMMUNICATIONS    )     
INVESTMENT HOLDINGS LIMITED    )     
in the presence of:    )    Signature:  

/s/ Susan Chow

Witness  

/s/ Lam Sin Yu, Bernardine

       
Signature:  

 

       
Name:   Lam Sin Yu, Bernardine        
Address:  

 

       
 

 

       
Occupation:   Solicitor, Hong Kong SAR        
SIGNED by  

Susan Chow

   )     
for and on behalf of    )     
HUTCHISON WHAMPOA LIMITED    )     
in the presence of:    )     
     )     
     )     
     )    Name:   Susan Chow
        Signature:  

/s/ Susan Chow

Witness  

/s/ Lam Sin Yu, Bernardine

       
Signature:  

 

       
Name:   Lam Sin Yu, Bernardine        
Address:  

 

       
 

 

       
Occupation:   Solicitor, Hong Kong SAR        

 

18


SIGNED by  

Naguib Sawiris

   )     
for and on behalf of    )     
ORASCOM TELECOM EURASIA LIMITED    )     
in the presence of:    )    Signature:  

/s/ Naguib Sawiris

Witness  

/s/ Ragy Soliman

       
Signature:  

 

       
Name:   Ragy Soliman        
Address:   Nile City Towers, South Tower        
  Cornish El Nile, Cairo, Egypt        
Occupation:   VP – Legal Affairs, Orascom Telecom        
SIGNED by  

Naguib Sawiris

   )     
for and on behalf of    )     
ORASCOM TELECOM HOLDING S.A.E.    )     
in the presence of:    )    Signature:  

/s/ Naguib Sawiris

Witness  

/s/ Ragy Soliman

       
Signature:  

 

       
Name:   Ragy Soliman        
Address:   Nile City Towers, South Tower        
  Cornish El Nile, Cairo, Egypt        
Occupation:   VP – Legal Affairs, Orascom Telecom        

 

19


TABLE OF CONTENTS

 

          Page
1.   

INTERPRETATION

   1
2.   

SALE AND PURCHASE

   5
3.   

CONSIDERATION

   6
3A.   

CONDITIONS

   6
4.   

PRE-CLOSING OBLIGATIONS

   6
5.   

CLOSING

   8
6.   

SELLER’S AND OTH’S WARRANTIES

   8
7.   

PURCHASER’S AND HWL’S WARRANTIES

   9
8.   

OTH’S GUARANTEE

   9
9.   

CONFIDENTIALITY AND ANNOUNCEMENTS

   10
10.   

ASSIGNMENT

   11
11.   

FURTHER ASSURANCE

   11
12.   

ENTIRE AGREEMENT

   11
13.   

SEVERANCE AND VALIDITY

   11
14.   

VARIATIONS

   11
15.   

REMEDIES AND WAIVERS

   12
16.   

EFFECT OF CLOSING

   12
17.   

SURVIVAL AND RIGHTS OF RESCISSION

   12
18.   

THIRD PARTY RIGHTS

   12
19.   

PAYMENTS

   12
20.   

COSTS AND EXPENSES

   12
21.   

NOTICES

   13
22.   

COUNTERPARTS

   15
23.   

GOVERNING LAW AND JURISDICTION

   15
24.   

AGENT FOR SERVICE OF PROCESS

   15
THE SCHEDULE : WARRANTIES    16

 

i

EX-10 4 dex10.htm HTIHL SUPPLEMENTAL LETTER HTIHL Supplemental Letter

Exhibit 10

SUPPLEMENTAL LETTER

Date: 27 December, 2007

 

To:    (1)    Hutchison Telecommunications Investment Holdings Limited (“HTIHL”)
   (2)    Hutchison Whampoa Limited (“HWL”)

Dear Sirs,

Re: Hutchison Telecommunications International Limited (“HTIL”)

We refer to the agreement dated 4 December 2007 (the “Sale and Purchase Agreement”) and entered into amongst HTIHL, HWL, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited relating to the sale and purchase of 441,026,028 ordinary shares of nominal value HK$0.25 each in the issued share capital of HTIL. Terms used in this Letter shall have the same meanings as defined or ascribed thereto in the Sale and Purchase Agreement.

Under Clause 1.1 of the Sale and Purchase Agreement, “Closing Date” is defined to mean “4 January 2008 or such earlier date as the parties hereto may agree in writing”. We hereby write to request that you agree to Closing occurring on an earlier date, i.e. 3 January 2008. All other terms and conditions of the Sale and Purchase Agreement remain in full force and effect and unaffected by this letter agreement.

Please would you indicate your agreement to the above by signing and returning to us the duplicate of this Letter, which will form and constitute, and is to be construed as, part of the Sale and Purchase Agreement.

Yours faithfully

 

For and on behalf of     For and on behalf of
Orascom Telecom Eurasia Limited     Orascom Telecom Holding S.A.E.
 

/s/ Naguib Sawiris

     

/s/ Naguib Sawiris

Name:   Naguib Sawiris     Name:   Naguib Sawiris
Title:   Director     Title:   Chairman and CEO

Confimed and agreed:

 

For and on behalf of     For and on behalf of
Hutchison Telecommunications     Hutchison Whampoa Limited
Investment Holdings Limited    
 

/s/ Susan Chow

     

/s/ Susan Chow

Name:   Susan Chow     Name:   Susan Chow
Title:   Director     Title:   Deputy Group Managing Director
EX-11 5 dex11.htm SHAREHOLDERS AGREEMENT TERMINATION LETTER Shareholders Agreement Termination Letter

Exhibit 11

TERMINATION LETTER

Date: 3 January, 2008

WHEREAS:

 

(A) Hutchison Telecommunications Investment Holdings Limited (“HTIHL”), Hutchison Whampoa Limited (“HWL”), Orascom Telecom Eurasia Limited (“OTEL”)and Orascom Telecom Holding S.A.E. (“OTH”) are parties to a shareholders agreement dated 21 December, 2005 (the “Shareholders Agreement”), relating, inter alia, to the relationship of HTIHL and OTEL as shareholders in Hutchison Telecommunications International Limited (“HTIL”, together with each of HTIHL, HWL and OTEL being hereinafter together referred to as the “Parties” and each a “Party”).

 

(B) The Parties have agreed to terminate the Shareholders Agreement pursuant to the terms and conditions of this Letter Agreement.

NOW IT IS AGREED as follows:

 

1 Each Party hereby irrevocably and unconditionally agrees that with effect from the execution and delivery hereof, the Shareholders Agreement shall be terminated and shall as from that time cease to be of any legal effect.

 

2 Each Party shall, with effect from the execution and delivery hereof, irrevocably and unconditionally release and waive all claims and/or rights which it has or may have against the other Parties under the Shareholders Agreement.

 

3. Each Party undertakes that it will take such action and execute or sign such further documents or agreements as may be reasonably required in order to give full effect to the terms and conditions of this Letter Agreement including, but without limitation, ensuring that this Letter Agreement is enforceable.

 

4. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and carrying into effect of this Letter Agreement.

 

5. This Letter Agreement may be executed in counterparts, but shall not be effective until each Party has executed and delivered one counterpart. Each counterpart shall constitute an original of this Letter Agreement but both the counterparts shall together constitute one and the same document.

 

6. This Letter Agreement is governed by and shall be construed in accordance with English law.

 

7. The parties irrevocably agree that the English courts are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts.


IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above.

 

THE COMMON SEAL of   )        
HUTCHISON TELECOMMUNICATIONS   )        
INVESTMENT HOLDINGS LIMITED   )        
was hereunto affixed   )         Common Seal
in the presence of:   )     

/s/ Susan Chow

  
    Name:    Susan Chow   

 

Signature

of Witness:

 

/s/ Lam Sin Yu, Bernardine

        
Name:   Lam Sin Yu, Bernardine         
Address:  

 

        
 

 

        
Occupation:   Solicitor, Hong Kong SAR         

 

THE COMMON SEAL of   )        
HUTCHISON WHAMPOA   )        
LIMITED   )        
was hereunto affixed   )         Common Seal
in the presence of:   )     

/s/ Susan Chow

  
    Name:    Susan Chow   

 

Signature

of Witness:

 

/s/ Lam Sin Yu, Bernardine

        
Name:   Lam Sin Yu, Bernardine         
Address:  

 

        
 

 

        
Occupation:   Solicitor, Hong Kong SAR         


EXECUTED and DELIVERED   )        
as a DEED by   )        
ORASCOM TELECOM   )        
EURASIA LIMITED   )        
acting by:   )     

/s/ Naguib Sawiris

  
     Name:   Naguib Sawiris   

 

Signature

of Witness:

 

/s/ Ragy Soliman

        
Name:   Ragy Soliman         
Address:   2005A Nile City Towers         
  Cornish El Nile, Ramlet Beaulac         
  11221, Cairo, Egypt         
Occupation:   Attorney at Law         

 

EXECUTED and DELIVERED   )        
as a DEED by   )        
ORASCOM TELECOM   )        
HOLDING S.A.E.   )        
acting by:   )     

/s/ Naguib Sawiris

  
     Name:   Naguib Sawiris   

 

Signature

of Witness:

 

/s/ Ragy Soliman

        
Name:   Ragy Soliman         
Address:   2005A Nile City Towers         
  Cornish El Nile, Ramlet Beaulac         
  11221, Cairo, Egypt         
Occupation:   Attorney at Law         
EX-12 6 dex12.htm REG RIGHTS TERMINATION LETTER Reg Rights Termination Letter

Exhibit 12

TERMINATION LETTER

Date: 3 January, 2008

WHEREAS:

 

(A) Hutchison Telecommunications International Limited (“HTIL”), Hutchison Telecommunications Investment Holdings Limited (“HTIHL”), Cheung Kong (Holdings) Limited (“CKHL”) and Orascom Telecom Eurasia Limited (“OTEL”, together with each of HTIL, HTIHL and CKHL being hereinafter together referred to as the “Parties” and each a “Party”) are parties to an amended and restated registration rights agreement dated 21 December, 2005 (the “Registration Rights Agreement”), relating, inter alia, to the grant of rights of Registration (as defined in the Registration Rights Agreement.

 

(B) The Parties have agreed to terminate the Registration Rights pursuant to the terms and conditions of this Letter Agreement.

NOW IT IS AGREED as follows:

 

1 Each Party hereby irrevocably and unconditionally agrees that with effect from the execution and delivery hereof, the Registration Rights Agreement shall be terminated and shall as from that time cease to be of any legal effect.

 

2 Each Party shall, with effect from the execution and delivery hereof, irrevocably and unconditionally release and waive all claims and/or rights which it has or may have against the other Parties under the Registration Rights Agreement.

 

3. Each Party undertakes that it will take such action and execute or sign such further documents or agreements as may be reasonably required in order to give full effect to the terms and conditions of this Letter Agreement including, but without limitation, ensuring that this Letter Agreement is enforceable.

 

4. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and carrying into effect of this Letter Agreement.

 

5. This Letter Agreement may be executed in counterparts, but shall not be effective until each Party has executed and delivered one counterpart. Each counterpart shall constitute an original of this Letter Agreement but both the counterparts shall together constitute one and the same document.

 

6. This Letter Agreement shall be governed by and construed and interpreted in accordance with the law of the State of New York, which shall govern this Letter Agreement and any controversy or claim arising out of or relating to this Letter Agreement.


IN WITNESS of which this Letter Agreement has been executed and has been delivered on the date which appears above.

 

THE COMMON SEAL of   )       
HUTCHISON TELECOMMUNICATIONS   )       
INTERNATIONAL LIMITED   )       
was hereunto affixed   )       
in the presence of:   )    

/s/ Susan Chow

   Common Seal
    Name:   Susan Chow   

 

Signature            
of Witness:   

/s/ Lam Sin Yu, Bernardine

        
Name:    Lam Sin Yu, Bernardine         
Address:   

 

        
  

 

        
Occupation:    Solicitor, Hong Kong SAR         

 

THE COMMON SEAL of   )       
HUTCHISON TELECOMMUNICATIONS   )       
INVESTMENT HOLDINGS LIMITED   )       
was hereunto affixed   )       
in the presence of:   )    

/s/ Susan Chow

   Common Seal
    Name:   Susan Chow   

 

Signature            
of Witness:   

/s/ Lam Sin Yu, Bernardine

        
Name:    Lam Sin Yu, Bernardine         
Address:   

 

        
  

 

        
Occupation:    Solicitor, Hong Kong SAR         


Signed by Mr. Ip Tak Chuen, Edmond    )           
For and on behalf of    )           
CHEUNG KONG (HOLDINGS)    )           
LIMITED        

/s/ Ip Tak Chuen, Edmond

     
in the presence of:      Name:    Ip Tak Chuen, Edmond      

 

Signature      
of Witness:  

 

   
Name:  

 

   
Address:  

 

   
 

 

   
Occupation:  

 

   

 

EXECUTED and DELIVERED    )           
as a DEED by    )           
ORASCOM TELECOM    )           
EURASIA LIMITED    )     

/s/ Naguib Sawiris

     
acting by:    )   Name:    Naguib Sawiris      

 

Signature        
of Witness:  

/s/ Ragy Soliman

     
Name:.   Ragy Soliman      
Address:   2005A, Nile City Towers      
  Cornish El Nile, Ramlet Beaulac      
  11221, Cairo, Egypt      
Occupation:   Attorney at Law      
EX-13 7 dex13.htm YUDA PURCHASE AGREEMENT Yuda Purchase Agreement

Exhibit 13

 


4 December 2007

SHARE PURCHASE AGREEMENT

amongst

YUDA LIMITED

and

ORASCOM TELECOM EURASIA LIMITED

and

ORASCOM TELECOM HOLDING S.A.E.

 



THIS AGREEMENT is made on the 4 day of December 2007

BETWEEN:

 

(1) YUDA LIMITED, a company incorporated in the British Virgin Islands whose registered office is at Pasea Estate, Road Town, Tortola, the British Virgin Islands (the “Purchaser”);

 

(2) ORASCOM TELECOM EURASIA LIMITED, a company established in accordance with the laws of the British Virgin Islands whose registered office is at 1, 17, Sir Augustus Bartolo Street, Ta’ Xinex, Malta (the “Seller”); and

 

(4) ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt whose principal place of business is at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt (the “OTH”).

WHEREAS:

 

(A) The Seller, a wholly owned subsidiary of OTH, has agreed to sell and the Purchaser has agreed to purchase, the Sale Shares (as defined in Clause 1.1 (Interpretation)) on the terms and conditions of this Agreement.

 

(B) OTH has agreed to give the guarantee set forth in Clause 8 (OTH’s Guarantee), and to undertake certain other obligations as set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

 

1. INTERPRETATION

 

1.1 In this Agreement:

 

“Affiliates”

  means, with respect to any company, its subsidiaries or holding companies or any subsidiaries of such holding companies.

“Business Day”

  means a day (other than a Saturday or Sunday or a public holiday) when commercial banks generally open for business in Hong Kong and the Arab Republic of Egypt.

“Cayman Islands Register of Members”

  means the register of members of the Company kept and maintained in the Cayman Islands from time to time.

“Cayman Islands Register of Transfers”

  means the register of transfers of shares of the Company kept and maintained in the Cayman Islands from time to time.

“Closing”

  means the closing of the sale and purchase of the Sale Shares in accordance with the terms of this Agreement.

 

1


“Closing Date”

  4 January 2008 or such earlier date as the parties hereto may agree in writing.

“Conditions”

  has the meaning given to it in Clause 3A.1.

“Companies Ordinance”

  means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong.

“Company”

  means Hutchison Telecommunications International Limited, a company incorporated under the laws of the Cayman Islands, and whose shares are listed on the Stock Exchange (Stock Code: 2332), and whose American depositary shares are listed on the New York Stock Exchange, Inc. (Ticker: HTX).

“Consideration”

  means the consideration payable in HK$ in immediately available funds being the aggregate Purchase Price for the Sale Shares as set out in Clause 3 (Consideration).

“Encumbrance”

  means liens, security interests, options, rights of first refusal, rights of first offer, tag along rights, claims, mortgages, charges, licences to third parties, leases to third parties or security agreements or any other material restrictions or limitations on the use of real or personal property or irregularities in title thereto.

“Financing Parties”

  means those banks and financial institutions and institutional and professional investors that provide finance from time to time to the Seller and its Affiliates where such finance is secured by the Sale Shares; and “Financing Party” shall be construed accordingly.

“Governmental Authority”

  means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental, self-regulatory or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, which shall include where applicable, the Stock Exchange, the Cairo and Alexandria Stock Exchange, the Hong Kong Securities and Futures Commission and the US Securities and Exchange Commission.

“HK$” or “Hong Kong Dollars”

  the lawful currency of Hong Kong.

 

2


“holding company”

  has the meaning given to it in the Companies Ordinance.

“Hong Kong”

  means the Hong Kong Special Administrative Region of the People’s Republic of China.

“HWL”

  means Hutchison Whampoa Limited of 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong.

“Law”

  means any statute, law, ordinance, rule, regulation or guidelines of any Governmental Authority.

“Listing Rules”

  means the Rules Governing the Listing of Securities on the Stock Exchange.

“Long Stop Time”

  means 5:00 p.m. on 3 January, 2008 (Hong Kong time).

“Loss” or “Losses”

  means any and all losses, claims, liabilities, damages, judgments, proceedings, arbitration, assessments, charges, fines and penalties, interest, reasonable costs and expenses, including reasonable expenses of investigation and enforcement of any claim or indemnity and all reasonable legal and other professional fees and expenses.

“Person”

  means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organisation and a Governmental Authority.

“Purchase Price”

  means HK$11.00 per Sale Share.

“Purchaser’s Warranties”

  means the representations and warranties by the Purchaser referred to in Clause 8.1 (Purchaser’s Warranties).

“Register of Members”

  means the register of members of the Company kept and maintained by its Hong Kong branch share registrar.

“Sale Shares”

  means 239,108,144 Shares in the issued share capital of the Company.

“Security Agent”

  means a security or collateral agent and any replacement or successor thereof, acting for the benefit of the Financing Parties.

“Seller’s Designated Account”

  means such bank account as designated in writing by the Seller (or the Security Agent) to the Purchaser at least 5 Business Days prior to the Closing Date for effecting transfer of the Consideration pursuant to the terms hereof.

 

3


“Shares”

  means ordinary shares of nominal value HK$0.25 each in the share capital of the Company.

“Stock Exchange”

  means The Stock Exchange of Hong Kong Limited.

“subsidiary”

  has the meaning given to it in the Companies Ordinance.

“Tax” or “Taxation”

  means any income, gross receipts, withholding, sales or value added tax.

“Transaction Documents”

  means this Agreement and other documents contemplated to be executed and exchanged prior to or at Closing.

“Warranties”

  means the representations and warranties in Clause 7.1 (Seller’s and OTH’s Warranties) and set out in the Schedule (Warranties).

 

1.2 In this Agreement, unless the context otherwise requires:

 

  (i) any reference in this Agreement to “writing” or comparable expressions includes a reference to facsimile transmission or comparable means of communication (excluding, for the avoidance of doubt, email);

 

  (ii) words expressed in the singular number shall include the plural and vice versa, words expressed in the masculine shall include the feminine and neuter gender and vice versa;

 

  (iii) references to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Agreement;

 

  (iv) reference to “day” or “days” are to calendar days;

 

  (v) this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented;

 

  (vi) include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import;

 

  (vii) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement;

 

4


  (viii) references herein to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions and shall include any provisions of which they are re-enactments (whether with or without modification) but in each case as at the date of this Agreement;

 

  (ix) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established;

 

  (x) references to “party” or “parties” are to a party to or the parties to this Agreement; and

 

  (xi) references to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

 

1.3 The Schedule to this Agreement is incorporated into and form an integral part of this Agreement.

 

2. SALE AND PURCHASE

 

2.1 The Seller shall sell and the Purchaser shall purchase the Sale Shares with all rights now or in the future attaching to them (including the right to receive all dividends, distributions or any return of capital declared, made or paid on or after the date of this Agreement) on the terms and conditions of this Agreement.

 

2.2 The Seller covenants and confirms that, subject only to satisfaction of the Conditions, it has the right to transfer legal and beneficial title to the Sale Shares.

 

2.3 The Seller covenants and confirms that the Sale Shares shall be sold and purchased at Closing free from all Encumbrances.

 

2.4 The Seller waives and shall procure the waiver of any restrictions on transfer (including all pre-emption rights) which may exist in relation to the Sale Shares.

 

2.5 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously.

 

3. CONSIDERATION

The consideration for the sale and purchase of the Sale Shares shall be the payment of the sum of HK$2,630,189,584 (Hong Kong Dollars Two Billion Six Hundred and Thirty Million One Hundred and Eighty Nine Thousand Five Hundred and Eighty Four Only) at Closing in accordance with Clause 5.2.

 

5


3A. CONDITION

 

3A.1 The agreement to sell and purchase the Sale Shares contained in Clause 2 is conditional upon the delivery to the Seller of:

 

  (i) a deed of release relating to the security over the Sale Shares previously granted in favour of the Security Agent, and executed by the Security Agent and/or such other Financing Party or Parties as may be required for this purpose; and

 

  (ii) any other consents required by the Security Agent or any such Financing Party or Parties for the transfer of the Sale Shares pursuant to the terms of the financing secured by the Sale Shares (the “Conditions”).

 

3A.2 The Seller shall use its best endeavours to ensure that the Conditions are fulfilled promptly after the date of this Agreement, and in any event on or before the Long Stop Time. The Seller shall notify the Purchaser in writing promptly upon becoming aware that the Conditions have been fulfilled.

 

3A.3 If the Conditions are not fulfilled by the Long Stop Time, the Purchaser shall be entitled to terminate this Agreement by written notice to the others. In such event none of the parties shall have any claim under this Agreement of any nature whatsoever against the others except in respect of any rights and liabilities which have accrued before such termination.

 

4. PRE-CLOSING OBLIGATIONS

 

4.1 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Seller shall deliver or procure the delivery of the following to the Purchaser:

 

  (a) a written request in the prescribed form for removal of the Sale Shares registered in the name of the Security Agent (or its nominee) from the Register of Members to the Cayman Islands Register of Members;

 

  (b) a certified extract of the written resolutions of the directors of the Seller approving and authorising the execution, delivery and performance of this Agreement (including the sale of the Sale Shares to the Purchaser as of and with effect from the Closing Date) and each of the other Transaction Documents to which it is a party;

 

  (c) a certified extract of the written resolutions of the directors of OTH approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party;

 

  (d) a certified copy of each power of attorney (if any) under which any document to be delivered to the Purchaser has been executed; and

 

  (e) an original incumbency certificate from the registered agent of the Seller in the British Virgin Islands (or its equivalent in Malta) dated prior to the date of this Agreement.

 

6


4.2 Simultaneous with or after the execution and delivery of this Agreement by all parties and prior to the Closing Date, the Purchaser shall deliver to the Seller:

 

  (a) deliver to the Seller a certified extract of the resolutions of the directors of the Purchaser approving and authorising the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is a party; and

 

  (b) deliver to the Seller a certified copy of each power of attorney (if any) under which any document to be delivered to the Seller has been executed.

 

5. CLOSING

 

5.1 Subject to fulfilment of the Conditions, Closing shall take place at 12 noon, Hong Kong time, on the Closing Date at the offices of HWL at 22/F, Hutchison House, 10 Harcourt Road, Hong Kong or at such other time or place as is agreed in writing by the Seller and the Purchaser.

 

5.2 At Closing and against delivery to the Seller of a copy irrevocable instructions issued for payment of the full amount of the Consideration into the Seller’s Designated Account by wire transfer, the Seller shall:

 

  (i) deliver or procure the delivery to the Purchaser or a Person designated by the Purchaser of a stock transfer form in relation to the transfer of the Sale Shares to the Purchaser duly executed by the Seller or the Security Agent (or its nominee);

 

  (ii) provide such assistance as the Purchaser may reasonably require for effecting registration of the transfer of the Sale Shares to the Purchaser as of the Closing Date; and

 

  (iii) deliver or procure that there be delivered to the Purchaser or a Person designated by the Purchaser an original share certificate issued by the Company in the name of the Seller or the Security Agent (or its nominee) representing the Sale Shares for cancellation.

 

5.3 If the provisions of Clause 5.2 are not complied with on the Closing Date, the Purchaser shall not be obliged to complete this Agreement and may treat this Agreement as terminated for breach of condition and require immediate repayment of the Consideration to the extent received in the Seller’s Designated Account by the Seller (without limiting the Purchaser’s rights and remedies under this Agreement).

 

6. SELLER’S AND OTH’S WARRANTIES

 

6.1 The Seller hereby represents and warrants to the Purchaser that each of the Warranties is true and accurate in all respects and not misleading as at the date of this Agreement.

 

6.2 OTH hereby represents and warrants to the Purchaser that each of Warranty 1.1(ii) and, insofar as they relate to OTH, Warranties 1.2(i), (ii) and (iii) and 1.3(ii) are true and accurate in all respects and not misleading as at the date of this Agreement.

 

7


6.3 The Seller and OTH acknowledge that the Purchaser are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Warranties.

 

6.4 Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement.

 

7. PURCHASER’S WARRANTIES

 

7.1 The Purchaser hereby represents and warrants to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement:

 

  (i) The Purchaser is wholly owned and controlled ultimately by Mr Li Ka-shing and is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands.

 

  (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser.

 

  (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby.

 

  (iv) The entry into and performance of the Transaction Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser is bound; or (C) any Law applicable to the Purchaser;

 

7.2 Each of the Purchaser’s Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser’s Warranty or by anything in this Agreement.

 

7.3 The Purchaser acknowledges that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser’s Warranties.

 

8. OTH’S Guarantee

 

8.1 In consideration of the Purchaser entering into this Agreement, OTH unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and payment by the Seller of all its financial and other obligations under or pursuant to this Agreement (the “Seller’s Guaranteed Obligations”).

 

8.2

If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller’s Guaranteed Obligations, OTH shall immediately upon demand

 

8


 

unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the Seller’s Guaranteed Obligations as if it was the principal obligor in regard to which such default has been made.

 

8.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Seller’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the Seller’s Guaranteed Obligations.

 

8.4 As a separate and independent obligation, OTH agrees (as primary obligor and not only as surety) to indemnify, defend and hold harmless the Purchaser from time to time (without set-off or counterclaim) from and against any and all Losses suffered by the Purchaser to the extent of any relevant limit on the liability of the Seller in this Agreement as a result of (i) the failure by the Seller to perform any of the Seller’s Guaranteed Obligations; or (ii) any of the Seller’s Guaranteed Obligations (including, without limitation, any moneys payable) not being enforceable, effective against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or any other fact or circumstances whatsoever (other than any limitation imposed by this Agreement). The amount of the Loss or of any payment to be made by OTH pursuant to this Clause 8.4 or any other provision of this Clause 8 shall be equal to, and shall in no circumstances exceed, the amount which the Purchaser would otherwise have been entitled to recover from the Seller under the terms of this Agreement.

 

8.5 The liability of OTH under this Clause 8:

 

  (i) shall not be released or diminished by any variation of the Seller’s Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Seller’s Guaranteed Obligations or any granting of time for such performance; and

 

  (ii) shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

 

8.6 OTH waives any right it may have of first requiring the Purchaser to proceed against the Seller before claiming from OTH under this Clause 8.

 

9. CONFIDENTIALITY AND ANNOUNCEMENTS

No announcement, statement, press conference or other communication shall be (or authorised to be) made, released, issued or held by or on behalf of any party or its directors, officers, employees, agents or advisers before, on or after Closing concerning this Agreement, or the subject matter or provisions of, or transactions or matters referred to in or contemplated by, or negotiations leading to, this Agreement,; provided that nothing in the foregoing shall prohibit the issue or release by any party of any announcement or circular if and to the extent required by law or any regulatory body or the rules of any recognised stock exchange, including the Stock Exchange, New York Stock Exchange, Inc. and the Cairo and Alexandria Stock Exchange, on which the shares of such party, its Affiliates or the Company are listed but the party

 

9


with an obligation to issue or release an announcement or a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation.

 

10. ASSIGNMENT

This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the express written consent of the other parties hereto.

 

11. FURTHER ASSURANCE

The Seller and OTH shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Purchaser to give full effect to this Agreement and its rights, powers and remedies under this Agreement. The Purchaser shall from time to time and at their own cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form reasonably satisfactory to, the Seller and OTH to give full effect to this Agreement and its rights, powers and remedies under this Agreement.

 

12. ENTIRE AGREEMENT

This Agreement, together with each other Transaction Documents, constitute the whole agreement between the parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Sale Shares.

 

13. SEVERANCE AND VALIDITY

 

13.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

 

13.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.1, not be affected.

 

14. VARIATIONS

No variation of this Agreement shall be effective unless in writing and signed by the parties.

 

15. REMEDIES AND WAIVERS

 

15.1 No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given.

 

10


15.2 No delay or omission by any party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.

 

15.3 The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.

 

15.4 The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

 

16. EFFECT OF CLOSING

The provisions of this Agreement which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing.

 

17. SURVIVAL AND RIGHTS OF RESCISSION

 

17.1 Subject to Clause 5.3, no party shall have any right to rescind this Agreement under any circumstance.

 

17.2 The representations and warranties of any party contained in this Agreement shall survive the sale and purchase of the Sale Shares pursuant to this Agreement.

 

18. THIRD PARTY RIGHTS

This Agreement is made for the benefit of the parties, their successors and permitted assigns and is not intended to benefit or be enforceable by any other person.

 

19. PAYMENTS

 

19.1 Any amount payable by the Seller or OTH to the Purchaser or by the Purchaser to the Seller or OTH shall be made in full without set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by law.

 

19.2 If any deduction or withholding is required by law to be made from any payment or if the recipient is subject to Tax in respect of such payment, the payer shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the recipient (after taking into account all deductions, withholdings or Tax) is equal to the amount it would have received had the payment not been subject to any such deductions, withholdings or Tax.

 

20. COSTS AND EXPENSES

 

20.1 Except as provided otherwise, each party shall pay its own costs and expenses in connection with the negotiations, preparation and performance of this Agreement and the other Transaction Documents.

 

20.2 Any transfer, registration, stamp, documentary or similar taxes chargeable in connection with the transfer of the Sale Shares under this Agreement shall be borne equally by the Seller and the Purchaser. The Seller and the Purchaser shall co-operate in minimising any such taxes and in the timely making of all filings, returns, reports and forms as may be required in connection therewith.

 

11


21. NOTICES

 

21.1 Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the party giving it and marked for the attention of the relevant party. A Notice may be delivered personally or sent by fax, pre-paid recorded delivery or pre-paid registered airmail to the address or fax number provided in Clause 21.3.

 

21.2 A Notice shall be deemed to have been received:

 

  (i) at the time of delivery if delivered personally;

 

  (ii) at the time of transmission if sent by fax;

 

  (iii) two Business Days after the time and date of posting if sent by pre-paid recorded delivery; or

 

  (iv) five Business Days after the time and date of posting if sent by pre-paid registered airmail,

provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 21 are to local time in the country of the addressee.

 

21.3 The addresses and fax numbers for service of Notice are:

 

Purchaser:   
Name:    Yuda Limited
Address:    c/o 7th Floor,
   Cheung Kong Center,
   2 Queen’s Road Central,
   Hong Kong
For the attention of:    Ms. Ezra Pau
Fax number:    (852) 2537 8184
Seller:   
Name:    Orascom Telecom Eurasia Limited
Address:    c/o 2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac – 11221
   Cairo, Egypt
For the attention of:    Legal Department
Fax number:    202 2461 5055

 

12


OTH   
Name:    Orascom Telecom Holding S.A.E.
Address:    2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac
   Cairo
   Egypt
For the attention of:    Mr. Naguib Sawiris, Chairman & CEO
Fax number:    202 2461 5055
With a copy to:    Orascom Telecom Holding S.A.E.
Address:    2005A Nile City Towers – South Tower
   Cornish El Nile
   Ramlet Beaulac
   Cairo
   Egypt
For the attention of:    Legal Department
Fax number:    202 2461 5165

 

21.4 A party shall notify the other parties of any change to its address in accordance with the provisions of this Clause 21 provided that such notification shall only be effective on the later of the date specified in the notification and 5 (five) Business Days after deemed receipt.

 

22. COUNTERPARTS

This Agreement may be executed in counterparts and shall be effective when each party has executed a counterpart. Each counterpart shall constitute an original of this Agreement and all counterparts taken together shall constitute one and the same agreement. Delivery of a facsimile executed counterpart of the signature page shall be effective as delivery of an original executed counterpart of this Agreement.

 

23. GOVERNING LAW AND JURISDICTION

 

23.1 This Agreement shall be governed by and construed in accordance with English law.

 

23.2 The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and proceedings in respect of any dispute may be brought in such courts.

 

24. AGENT FOR SERVICE OF PROCESS

 

24.1 The Purchaser irrevocably appoints Hutchison Whampoa Agents (UK) Limited of Hutchison House, 5 Hester Road, Battersea, London SW11 4AN, the United Kingdom and each of the Seller and OTH irrevocably appoints Law Debenture of Corporate Services Limited of Fifth Floor, 100 Wood Street, London, England, EC2V 7EX, in each case as its agent for service of process in England.

 

13


24.2 If any person appointed as agent for service of process ceases to act as such the relevant party shall immediately appoint another person to accept service of process on its behalf in England and notify the other parties of such appointment. If it fails to do so within ten Business Days any other party shall be entitled by notice to the other parties to appoint a replacement agent for service of process.

IN WITNESS WHEREOF each party has executed this Agreement, or caused this Agreement to be executed by its duly authorised representatives.

 

14


Schedule

Warranties

The Seller hereby represents and warrants to the Purchaser as of the date hereof (save in respect of 1.1(ii) and the Warranties given by OTH in 1.2(i), (ii) and (iii) and 1.3(ii)) and OTH represents and warrants to the Purchaser as at the date hereof as set out in 1.1(ii) and, insofar as they relate to OTH, 1.2(i), (ii) and (iii) and 1.3(ii) only, as follows:

 

1.1 Organisation of the Seller and OTH.

 

(i) The Seller is a corporation duly organised under the laws of the British Virgin Islands, and is validly existing and in good standing under the laws of Malta.

 

(ii) OTH is a corporation duly organised, validly existing and in good standing under the laws of the Arab Republic of Egypt.

 

(iii) The Seller is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Seller. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Seller.

 

1.2 Authority and Enforceability.

 

(i) Each of the Seller and OTH has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement.

 

(ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or shareholder action on the part of the Seller or OTH is necessary to authorise the execution, delivery and performance of the Transaction Documents to which the Seller or OTH is a party, such other instruments and agreements contemplated hereby and thereby or the consummation of the transactions contemplated hereby and thereby.

 

(iii)

The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly executed and delivered by each of the Seller and OTH and shall be valid and binding obligations of each of the Seller and OTH enforceable against them in accordance with their terms, except to the extent that their enforceability may be subject to


 

applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights generally or to general equitable principles.

 

1.3 Consents and Approvals; No Violations.

 

(i) The Seller has obtained all consents and made all notifications necessary for its entry into and performance of its obligations under the Transaction Documents.

 

(ii) The entry into and performance of the Transaction Documents to which the Seller or OTH is a party will not constitute a breach by the Seller or OTH of or default under: (A) any provision of the organisational documents of the Seller or OTH; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Seller or OTH is bound; or (C) any Law applicable to the Seller and OTH.

 

(iii) The Seller has not made the decision to enter into this Agreement or to sell the Sale Shares as a result of and on the basis of any unpublished information relating to the Company or the Company Subsidiaries which in the reasonable opinion of the Seller would constitute “relevant information” (as defined in Part XIII and XIV of the Securities and Futures Ordinance of Hong Kong (Cap.571)).

 

1.4 Sale Shares

The Seller is the beneficial owner of and has good and valid title to the Sale Shares free and clear of any Encumbrance other than the security created in favour of the Security Agent which will be released prior to or at Closing. All of the Sale Shares are fully paid.

 

16


SIGNED by Susan CHOW   )        
for and on behalf of   )        
YUDA LIMITED in the presence of:   )    Signature:  

/s/ Susan CHOW

  
Witness            
Signature:  

/s/ LAM Sin Yu, Bernardine

         
Name:   LAM Sin Yu, Bernardine          
Address:  

 

         
 

 

         
Occupation:   Solicitor, Hong Kong SAR          
SIGNED by Naguib SAWIRIS   )        
for and on behalf of   )        
ORASCOM TELECOM EURASIA LIMITED   )        
in the presence of:   )    Signature:  

/s/ Naguib SAWIRIS

  
Witness            
Signature:  

/s/ Ragy SOLIMAN

         
Name:   Ragy Soliman          
Address:   Nile City Towers, South Tower          
  Cornish El Nile, Cairo, Egypt          
Occupation:   VP – Legal Affairs, Orascom Telecom          
SIGNED by Naguib SAWIRIS   )        
for and on behalf of   )        
ORASCOM TELECOM HOLDING S.A.E.   )        
in the presence of:   )    Signature:  

/s/ Naguib SAWIRIS

  
Witness            
Signature:  

/s/ Ragy SOLIMAN

         
Name:   Ragy Soliman          
Address:   Nile City Towers, South Tower          
  Cornish El Nile, Cairo, Egypt          
Occupation:   VP – Legal Affairs, Orascom Telecom          

 

17


TABLE OF CONTENTS

 

          Page
1.    INTERPRETATION    1
2.    SALE AND PURCHASE    5
3.    CONSIDERATION    5
3A.    CONDITIONS    6
4.    PRE-CLOSING OBLIGATIONS    6
5.    CLOSING    7
6.    SELLER’S AND OTH’S WARRANTIES    7
7.    PURCHASER’S WARRANTIES    8
8.    OTH’S GUARANTEE    8
9.    CONFIDENTIALITY AND ANNOUNCEMENTS    9
10.    ASSIGNMENT    10
11.    FURTHER ASSURANCE    10
12.    ENTIRE AGREEMENT    10
13.    SEVERANCE AND VALIDITY    10
14.    VARIATIONS    10
15.    REMEDIES AND WAIVERS    10
16.    EFFECT OF CLOSING    11
17.    SURVIVAL AND RIGHTS OF RESCISSION    11
18.    THIRD PARTY RIGHTS    11
19.    PAYMENTS    11
20.    COSTS AND EXPENSES    11
21.    NOTICES    12
22.    COUNTERPARTS    13
23.    GOVERNING LAW AND JURISDICTION    13
24.    AGENT FOR SERVICE OF PROCESS    13
THE SCHEDULE : WARRANTIES    15

 

i

EX-14 8 dex14.htm YUDA SUPPLEMENTAL LETTER Yuda Supplemental Letter

Exhibit 14

SUPPLEMENTAL LETTER

 

Date: 27 December, 2007

 

To: Yuda Limited

Dear Sirs,

 

Re: Hutchison Telecommunications International Limited (“HTIL”)

We refer to the agreement dated 4 December 2007 (the “Sale and Purchase Agreement”) and entered into amongst between Yuda Limited, Orascom Telecom Holding S.A.E. and Orascom Telecom Eurasia Limited relating to the sale and purchase of 239,108,144 ordinary shares of nominal value HK$0.25 each in the issued share capital of HTIL. Terms used in this Letter shall have the same meanings as defined or ascribed thereto in the Sale and Purchase Agreement.

Under Clause 1.1 of the Sale and Purchase Agreement, “Closing Date” is defined to mean “4 January 2008 or such earlier date as the parties hereto may agree in writing”. We hereby write to request that you agree to Closing occurring on an earlier date, i.e. 3 January 2008. All other terms and conditions of the Sale and Purchase Agreement remain in full force and effect and unaffected by this letter agreement.

Please would you indicate your agreement to the above by signing and returning to us the duplicate of this Letter, which will form and constitute, and is to be construed as, part of the Sale and Purchase Agreement.

Yours faithfully

 

For and on behalf of

 

Orascom Telecom Eurasia Limited

    

For and on behalf of

 

Orascom Telecom Holding S.A.E.

/s/ Naguib SAWIRIS

    

/s/ Naguib SAWIRIS

Name:    Naguib SAWIRIS      Name:    Naguib SAWIRIS
Title:    Director      Title:    Chairman and CEO

Confirmed and agreed:

 

For and on behalf of

 

Yuda Limited

/s/ Susan CHOW

Name:   Susan CHOW
Title:   Authorised Signatory
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