SC 13D/A 1 jun1705_13da4.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
AMENDMENT NO. 4
(Rule 13d-101)
Under the Securities Exchange Act of 1934

 
SUNDAY COMMUNICATIONS LIMITED
   (Name of Issuer)
   
   
Ordinary Shares, Par Value HK$0.10
(Title of Class of Securities)
 
 
   867270100
(CUSIP Number)
 
Ying Zhou
Room 3610-12
36th Floor, The Centre, No. 99 Queen’s Road Central
Hong Kong
(852) 6478-2309
   (Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
     
               
June 17, 2005
(Date of Event which Requires Filing of this Statement)

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

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.







CUSIP No. 867270100 13D

1 NAME OF REPORTING PERSONS

Shenzen Huawei Holding Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

296,416,000
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

296,416,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO




CUSIP No. 867270100 13D

1 NAME OF REPORTING PERSONS

Huawei Technologies Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

296,416,000
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

296,416,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO




CUSIP No. 867270100 13D  

1 NAME OF REPORTING PERSONS

Huawei Tech. Investment Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

296,416,000
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

296,416,000
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO




Item 1. Security and Issuer

     The class of equity securities to which this statement relates is the ordinary shares, par value HK$0.10 per share (the “Shares”), of SUNDAY Communications Limited (the “Company”), a Cayman Islands company. The Company’s Shares are traded on the Nasdaq National Market in the form of American Depositary Shares. The Company’s principal executive offices are located at 13/F, Warwick House, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong Special Administrative Region, the People’s Republic of China (the “PRC”).

Item 2. Identity and Background

Item 2(a). Names of the Persons Filing

     (i) Shenzhen Huawei Holding Co., Ltd. (“Huawei Holding”), a company incorporated in the P.R.C. Huawei Holding is an investment holding company.

     (ii) Huawei Technologies Co., Ltd. (“Huawei Technologies”), a company incorporated in the P.R.C. Huawei Technologies is engaged in the business of the development, production and marketing of communications equipment and providing customized network solutions for telecommunications carriers in optical, fixed, mobile and data communications networks.

     (iii) Huawei Tech. Investment Co., Ltd. (“Huawei Investment”), a company incorporated in Hong Kong, the P.R.C. Huawei Investment is engaged in the development, production and marketing of electronics, communications equipment, trading and in investment activities.

     Huawei Holding, Huawei Technologies and Huawei Investment are referred to collectively herein as “Reporting Persons”.

Item 2(b). Address of Principal Business Office

     (i) The address of the principal business office of Huawei Holding is 1 Building, B Block, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC.

     (ii) The address of the principal business office of Huawei Technologies is HQ Office Building, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC.

     (iii) The address of the principal business office of Huawei Investment is Room 3610-12, 36th Floor, The Centre, No. 99 Queen’s Road Central, Hong Kong , the PRC.

Item 2(d). Criminal Proceedings

     During the last five years, none of the Reporting Persons, and to best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e). Civil Proceedings

      During the last five years, none of the Reporting Persons, and to best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.





Item 3. Source and Amount of Funds or Other Consideration

      Huawei Investment purchased in open market transactions 296,416,000 Shares of the Company in open market transactions during the period from January 7, 2004 to Jun 14, 2005. Huawei Investment spent an aggregate of HK$152,159,795 in making such purchases. Huawei Investment funded the purchases from its working capital.

Item 4. Purpose of Transaction

      Huawei Investment purchased the Shares for investment purposes. At the time of purchase, Huawei Investment did not acquire the Shares for the purpose of or with the effect of changing or influencing the control of the Company or in connection with or as a participant in any transaction having that purpose or effect.

      Huawei Investment may make additional purchases of Shares of the Company from time to time or may engage in dispositions of all or a portion of the Company’s Shares presently owned or hereafter acquired by Huawei Investment in the open market or in private transactions, depending on the market conditions of the Company’s Shares, other investment opportunities, general economic conditions, stock market conditions and other future developments and factors that may affect the decision of Huawei Investment.

Item 5. Interest in Securities of the Issuer

      Huawei Investment is a direct 90% owned subsidiary of Huawei Technologies which in turn is a direct 99.99% owned subsidiary of Huawei Holding. Huawei Investment beneficially owns the following aggregate number of Shares of the Company. This statement is also being filed on behalf of Huawei Technologies and Huawei Holding, which may be deemed to beneficially own the Shares of the Company held by Huawei Investment.

  (a) Number and Percentage of Shares Beneficially Owned by Huawei Investment:     296,416,000 (9.9%)
       
    Except as set forth in this Item 5(a), none of Huawei Investment, and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any Shares
       
  (b) Powers: No. of Shares
       
    Huawei Investment’s Sole Power to Vote  
    Or to direct the vote: 296,416,000
       
    Huawei Investment’s Shared Power to Vote  
    Or to direct the vote: 0
       
    Huawei Investment’s Sole Power to Dispose  
    Or to direct the vote: 296,416,000
       
    Huawei Investment’s Shared Power to Dispose  
    Or to direct the vote: 0
       
  (c) Description of Huawei Investment’s transactions in the past 60 days:
     
  Buy or Sell   Date   Number of Shares   Average Price
 
  buy   April 15, 2005   475,000                        0.45
  buy   April 18, 2005   500,000                        0.4471
  buy   April 19, 2005   377,000                        0.445
  buy   April 20, 2005   500,000                        0.4434
  buy   April 21, 2005   150,000                        0.435
  buy   April 22, 2005   200,000                        0.4425
  buy   May 11, 2005   290,000                        0.445
  buy   May 13, 2005   500,000                        0.443





  Buy or Sell   Date   Number of Shares   Average Price
 
  buy   May 17, 2005   20,000                          0.445
  buy   Jun 14, 2005   35,000,000                          0.64
                 
                 
                 
         
   
          38,012,000      
         
   

  (d)      Others with the right or the power to receive or to direct the receipt the dividends:
 
    Inapplicable
 
  (e)      Date when the reporting person ceased to be the beneficial owner of more than 5% of the class of securities:
 
    Inapplicable
 

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

      Inapplicable

Item 7. Material to be Filed as Exhibits

      Exhibit I— Joint Filing Agreement, dated June 14, 2005



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.

Shenzen Huawei Holding Co., Ltd.
     
By:   /s/ Ji Ping
 
  Name: Ji Ping
  Title: Vice President 
     
     
Huawei Technologies Co., Ltd.
     
By:   /s/ Jiang Xisheng
 
  Name: Jiang Xisheng
  Title: Vice President 
     
     
Huawei Tech. Investment Co., Ltd.
     
By:   /s/ Wu Shuyuan
 
  Name: Wu Shuyuan
  Title: Assistant President 
     

Dated: June 14, 2005







SCHEDULE A

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS

     The name and present principal occupation or employment of each of the directors and executive officers of Shenzen Huawei Holding Co., Ltd. are set forth below. The business address for each of the foregoing persons is 1 Building, B Block, Huawei Industrial Base, Bantian Longgang, Shenzen 518129, the PRC. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Shenzen Huawei Holding Co., Ltd.

Name   Present Principal Occupation   Country of Citizenship
Ren Zhengfei   President   The P.R.C.
Sun Yafang   Vice president   The P.R.C.
Fei Min   Vice president   The P.R.C.
Ji Ping   Vice president   The P.R.C.
Guo Ping   Vice president   The P.R.C.
Xu Wenwei   Vice president   The P.R.C.
Hu Houkun   Vice president   The P.R.C.
Zhang Shunmao   Vice president   The P.R.C.
Hong Tianfeng   Vice president   The P.R.C.
Xu Zhijun   Vice president   The P.R.C.
Zheng Shusheng   Vice president  
         
Name   Present Principal Occupation   Country of Citizenship
Executive Officers    
(Who Are Not Directors)    
None    

     The name and present principal occupation or employment of each of the directors and executive officers of Huawei Technologies Co., Ltd. are set forth below. The business address for each of the foregoing persons is HQ Office Building, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Huawei Technologies Co., Ltd.

Name   Present Principal Occupation   Country of Citizenship
Ren Zhengfei   President   The P.R.C.
Sun Yafang   Vice president   The P.R.C.
Zheng Baoyong   Vice president   The P.R.C.
Ji Ping   Vice president   The P.R.C.
Hong Tianfeng   Vice president   The P.R.C.
Xu Wenwei   Vice president   The P.R.C.
Zheng Shusheng   Vice president   The P.R.C.
Guo Ping   Vice president   The P.R.C.
Fei Min   Vice president   The P.R.C.
Zhou Jin   Vice president   The P.R.C.
    The P.R.C.





Name   Present Principal Occupation   Country of Citizenship
 
 
Executive Officers    
(Who Are Not Directors)    
Jiang Xisheng   Vice president   The P.R.C.

     The name and present principal occupation or employment of each of the directors and executive officers of Huawei Tech. Investment Co., Ltd. are set forth below. The business address for each of the foregoing persons is Room 3610-12, 36th Floor, The Centre, No. 99 Queen’s Road Central, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Huawei Tech. Investment Co., Ltd.

Name   Present Principal Occupation   Country of Citizenship
Ji Ping   President   The P.R.C.
Meng Wanzhou   Vice President   The P.R.C.

Name   Present Principal Occupation   Country of Citizenship
Executive Officers
(Who Are Not Directors)
None