SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.5)*
PacificNet Inc.
(formerly known as PacificNet.com, Inc.)
-------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------
(Title of Class of Securities)
69511V 10 8
-------------------------------------------------
(CUSIP Number)
Mr. Lien Kait Long
B2B Ltd.
8/F Paul Y. Centre
51 Hung To Road
Kwun Tong, Kowloon
Hong Kong
(852) 2372-0130
--------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 9, 2002
-------------------------------------------------
(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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 2 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
B2B Ltd. - not applicable.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not applicable. [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
2,413,890
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,413,890
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,413,890
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not applicable. [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.94%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
2
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 3 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
China Strategic Holdings Limited - not applicable.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
2,425,423
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,425,423
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,425,423
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable.
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
3
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 4 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Calisan Developments Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Calisan Developments Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
4
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 5 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Great Decision Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Great Decision Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
5
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 6 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Investments Group Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Paul Y. - ITC Investments Group Limited disclaims beneficial ownership
of the shares beneficially owned by B2B Ltd. and China Strategic
Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
6
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 7 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Construction Holdings (B.V.I.) Limited - not
applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Paul Y. - ITC Construction Holdings (B.V.I.) Limited disclaims
beneficial ownership of the shares beneficially owned by B2B Ltd. and
China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
7
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 8 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Construction Holdings Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Paul Y. - ITC Construction Holdings Limited disclaims beneficial
ownership of the shares beneficially owned by B2B Ltd. and China
Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
8
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 9 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hollyfield Group Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Western Samoa
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hollyfield Group Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
9
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 10 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Well Orient Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Well Orient Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
10
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 11 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Powervote Technology Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Powervote Technology Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
11
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 12 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hanny Magnetics (B.V.I.) Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hanny Magnetics (B.V.I.) Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
12
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 13 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hanny Holdings Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hanny Holdings Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
13
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 14 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Famex Investment Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Famex Investment Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
14
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 15 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mankar Assets Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mankar Assets Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
15
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 16 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ITC Investment Holdings Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
ITC Investment Holdings Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
16
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 17 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ITC Corporation Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
ITC Corporation Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
17
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 18 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Galaxyway Investments Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Galaxyway Investments Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
18
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 19 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Chinaview International Limited - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Chinaview International Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Strategic Holdings
Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
19
SCHEDULE 13D
--------------------------------------------------------------------------------
------------------------------ -------------------------------------
CUSIP No. 69511V 10 8 Page 20 of 137 Pages
--------------- ---
------------------------------ -------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Chan Kwok Keung, Charles - not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
Not Applicable [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
-------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
Disclaimed (see Item 11 below)
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
Disclaimed (see Item 11 below)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Chan Kwok Keung, Charles disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Strategic Holdings Limited.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.97%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
--------------------------------------------------------------------------------
20
Note:
----
This Amendment No. 5 is being filed to reflect a change in the
percentage ownership of the subject company by B2B Limited and China Strategic
Holdings Limited, as well as the several indirect holders who are reporting
persons on this Statement, Calisan Developments Limited, Great Decision Limited,
Paul Y. - ITC Investments Group Limited, Paul Y. - ITC Construction Holdings
(B.V.I.) Limited, Paul Y. - ITC Construction Holdings Limited, Hollyfield Group
Limited, Well Orient Limited, Powervote Technology Limited, Hanny Magnetics
(B.V.I.) Limited, Hanny Holdings Limited, Famex Investment Limited, Mankar
Assets Limited, ITC Investment Holdings Limited, ITC Corporation Limited,
Galaxyway Investments Limited, Chinaview International Limited, and Dr. Chan
Kwok Keung, Charles. The change in percentage ownership resulted from certain
changes in the outstanding capital of the subject company of which the foregoing
direct or indirect holders recently became aware, as described in Item 4 below.
None of the foregoing parties bought or sold any securities of the subject
company since the filing of Amendment No. 4 to this Statement in January 2002.
The Amendment No. 5 is also being filed to provide other non-material updated
information in items 1, 2, 3, 4 and 5.
Items 1, 2, 3, 4 and 5 have been amended accordingly.
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock (the "Common Stock") of
PacificNet Inc. (formerly known as PacificNet.com, Inc.) (the "Company"), a
Delaware corporation, with its principal executive offices at 860 Blue Gentian
Road, Suite 360, Eagan, MN55121, USA.
Item 2. Identity and Background.
-----------------------
This statement is filed by:
China Strategic Holdings Limited
--------------------------------
China Strategic Holdings Limited ("CSH") is a Hong Kong company with its
principal executive and business offices located at 8th Floor, Paul Y. Centre,
51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. The principal business of CSH is
that of an investment holding company with diversified interests in industrial
and infrastructure investments, property investment and development and media
businesses through its subsidiaries.
CSH owns 100% of the issued shares of B2B Ltd. and, through such interest
and its interest in China Pharmaceutical Industrial Limited, is the indirect
beneficial owner of 2,425,423 shares of Common Stock (the "CSH Shares").
During the past five years, neither CSH nor, to the best knowledge of CSH,
any of its executive officers and directors have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating
21
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
B2B Ltd.
-------
B2B Ltd., a Hong Kong company, is a wholly owned subsidiary of CSH, and it
directly owns 2,413,890 shares of Common Stock. B2B Ltd.'s principal business is
that of an investment holding company whose principal asset currently is such
shares in the Company, and its principal executive and business offices are
located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong
Kong.
During the past five years, neither B2B Ltd. nor, to the best knowledge of
B2B Ltd., any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Calisan Developments Limited
----------------------------
The principal business of Calisan Developments Limited, a British Virgin
Islands company ("Calisan"), is investment holding. The principal executive and
business offices of Calisan are located at 31st Floor, Paul Y. Centre, 51 Hung
To Road, Kwun Tong, Kowloon, Hong Kong.
Calisan owns 17.45% of the issued shares of CSH and may, pursuant to Rule
13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act'), be deemed to control the voting and disposition of the CSH
Shares by CSH and B2B Ltd. However, Calisan disclaims beneficial ownership of
the CSH Shares and the filing of this statement shall in no way be construed as
an admission that Calisan is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CSH shares.
During the past five years, neither Calisan nor, to the best knowledge of
Calisan, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Great Decision Limited
----------------------
The principal business of Great Decision Limited, a British Virgin Islands
company ("Great Decision"), is investment holding. The principal executive and
business offices of Great Decision are located at 31st Floor, Paul Y. Centre, 51
Hung To Road, Kwun Tong, Kowloon, Hong Kong.
22
Great Decision owns 100% of the issued shares of Calisan and may, pursuant
to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares
by CSH and B2B Ltd. However, Great Decision disclaims beneficial ownership of
the CSH Shares and the filing of this statement shall in no way be construed as
an admission that Great Decision is, for purposes of Section 13(d) or 13(g) of
the Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither Great Decision nor, to the best
knowledge of Great Decision, any of its executive officers and directors have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 judgement, 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.
Paul Y. - ITC Investments Group Limited
---------------------------------------
The principal business of Paul Y. - ITC Investments Group Limited, a
British Virgin Islands company ("Paul Y. Investments"), is investment holding.
The principal executive and business offices of Paul Y. Investments are located
at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Paul Y. Investments owns 100% of the issued shares of Great Decision and
may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of
the CSH Shares by CSH and B2B Ltd. However, Paul Y. Investments disclaims
beneficial ownership of the CSH Shares and the filing of this statement shall in
no way be construed as an admission that Paul Y. Investments is, for purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH
Shares.
During the past five years, neither Paul Y. Investments nor, to the best
knowledge of Paul Y. Investments, any of its executive officers and directors
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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 judgement, 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.
Paul Y. - ITC Construction Holdings (B.V.I.) Limited
----------------------------------------------------
The principal business of Paul Y. - ITC Construction Holdings (B.V.I.)
Limited, a British Virgin Islands company ("Paul Y. BVI"), is investment
holding. The principal executive and business offices of Paul Y. BVI are located
at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Paul Y. BVI owns 100% of the issued shares of Paul Y. Investments and may,
pursuant to Rule 13d-3, be deemed to control the voting and disposition of the
CSH Shares by CSH and B2B Ltd. However, Paul Y. BVI disclaims beneficial
ownership of the CSH Shares and the filing of this statement shall in no way be
construed as an admission that Paul Y. BVI is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of the CSH Shares.
23
During the past five years, neither Paul Y. BVI nor, to the best knowledge
of Paul Y. BVI, any of its executive officers and directors have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or 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 judgement, 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.
Paul Y. - ITC Construction Holdings Limited
-------------------------------------------
The principal business of Paul Y. - ITC Construction Holdings Limited, a
Bermuda company ("Paul Y. Holdings"), is that of investment holding with
interests mainly in companies engaged in construction, property development and
investment, manufacturing and trading of construction materials, hotel
operations and catering as well as strategic investment in contracting
businesses including contract mining, contract drilling, engineering,
infrastructure services, power services, telecommunication services and rail
services, installation and maintenance of elevators and escalators, and
provision of specialized business and management solution. The principal
executive and business offices of Paul Y. Holdings are located at 31st Floor,
Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Paul Y. Holdings owns 100% of the issued shares of Paul Y. BVI and may,
pursuant to Rule 13d-3, be deemed to control the voting and disposition of the
CSH Shares by CSH and B2B Ltd. However, Paul Y. Holdings disclaims beneficial
ownership of the CSH Shares and the filing of this statement shall in no way be
construed as an admission that Paul Y. Holdings is, for purposes of Section
13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither Paul Y. Holdings nor, to the best
knowledge of Paul Y. Holdings, any of its executive officers and directors have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 judgement, 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.
Hollyfield Group Limited
------------------------
The principal business of Hollyfield Group Limited, a Western Samoa company
("Hollyfield"), is investment holding. The principal executive and business
offices of Hollyfield are located at 33rd Floor, Paul Y. Centre, 51 Hung To
Road, Kwun Tong, Kowloon, Hong Kong.
Hollyfield owns 42.59% of the issued shares of Paul Y. Holdings and may,
pursuant to Rule 13d-3, be deemed to control the voting and disposition of the
CSH Shares by CSH and B2B Ltd. However, Hollyfield disclaims beneficial
ownership of the CSH Shares and the filing of this statement shall in no way be
construed as an admission that Hollyfield is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither Hollyfield nor, to the best knowledge
of Hollyfield, any of its executive officers and directors have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or 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
24
or is subject to a judgement, 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.
Well Orient Limited
-------------------
The principal business of Well Orient Limited, a Hong Kong company ("Well
Orient"), is investment holding. The principal executive and business offices of
Well Orient are located at 7th Floor, Paul Y. Centre, 51 Hung To Road, Kwun
Tong, Kowloon, Hong Kong.
Well Orient owns 17.45% of the issued shares of CSH and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by
CSH and B2B Ltd. However, Well Orient disclaims beneficial ownership of the CSH
Shares and the filing of this statement shall in no way be construed as an
admission that Well Orient is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CSH shares.
During the past five years, neither Well Orient nor, to the best knowledge
of Well Orient, any of its executive officers and directors have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or 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 judgement, 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.
Powervote Technology Limited
----------------------------
The principal business of Powervote Technology Limited, a British Virgin
Islands company ("Powervote"), is investment holding. The principal executive
and business offices of Powervote are located at 7th Floor, Paul Y. Centre, 51
Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Powervote owns 100% of the issued shares of Well Orient and may, pursuant
to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares
by CSH and B2B Ltd. However, Powervote disclaims beneficial ownership of the CSH
Shares and the filing of this statement shall in no way be construed as an
admission that Powervote is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither Powervote nor, to the best knowledge of
Powervote, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Hanny Magnetics (B.V.I.) Limited
--------------------------------
The principal business of Hanny Magnetics (B.V.I.) Limited, a British
Virgin Islands company ("Hanny BVI"), is investment holding. The principal
executive and business offices of
25
Hanny BVI are located at 7th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong.
Hanny BVI owns 100% of the issued shares of Powervote and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by
CSH and B2B Ltd. However, Hanny BVI disclaims beneficial ownership of the CSH
Shares and the filing of this statement shall in no way be construed as an
admission that Hanny BVI is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CSH shares.
During the past five years, neither Hanny BVI nor, to the best knowledge of
Hanny BVI, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Hanny Holdings Limited
----------------------
The principal business of Hanny Holdings Limited, a Bermuda company
("Hanny"), is the manufacture, distribution and marketing of data storage media
and the distribution and marketing of computer accessories, storage media and
consumer electronic products and securities trading. Hanny also holds an
investment portfolio of information technology-related companies. The principal
executive and business offices of Hanny are located at 7th Floor, Paul Y.
Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Hanny owns 100% of the issued shares of Hanny BVI and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH
and B2B Ltd. However, Hanny disclaims beneficial ownership of the CSH Shares and
the filing of this statement shall in no way be construed as an admission that
Hanny is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of the CSH Shares.
During the past five years, neither Hanny nor, to the best knowledge of
Hanny, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Famex Investment Limited
------------------------
The principal business of Famex Investment Limited, a Hong Kong company
("Famex"), is investment holding. The principal executive and business offices
of Famex are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong.
Famex owns 27.73% of the issued shares of Hanny and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH
and B2B Ltd. However, Famex disclaims beneficial ownership of the CSH Shares and
the filing of this
26
statement shall in no way be construed as an admission that Famex is, for
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of
the CSH Shares.
During the past five years, neither Famex nor, to the best knowledge of
Famex, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Mankar Assets Limited
---------------------
The principal business of Mankar Assets Limited, a British Virgin Islands
company ("Mankar"), is investment holding. The principal executive and business
offices of Mankar are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road,
Kwun Tong, Kowloon, Hong Kong.
Mankar owns 100% of the issued shares of Famex and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH
and B2B Ltd. However, Mankar disclaims beneficial ownership of the CSH Shares
and the filing of this statement shall in no way be construed as an admission
that Mankar is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of the CSH Shares.
During the past five years, neither Mankar nor, to the best knowledge of
Mankar, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
ITC Investment Holdings Limited
-------------------------------
The principal business of ITC Investment Holdings Limited, a British Virgin
Islands company ("ITC Holdings"), is investment holding. The principal executive
and business offices of ITC Holdings are located at 33rd Floor, Paul Y. Centre,
51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.
ITC Holdings owns 100% of the issued shares of Hollyfield and Mankar and
may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of
the CSH Shares by CSH and B2B Ltd. However, ITC Holdings disclaims beneficial
ownership of the CSH Shares and the filing of this statement shall in no way be
construed as an admission that ITC Holdings is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither ITC Holdings nor, to the best knowledge
of ITC Holdings, any of its executive officers and directors have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or 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 judgement, decree or final order enjoining future violations of,
27
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITC Corporation Limited
-----------------------
The principal business of ITC Corporation Limited, a Bermuda company
("ITC"), is investment holding. The principal executive and business offices of
ITC are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong.
ITC owns 100% of the issued shares of ITC Holdings and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by
CSH and B2B Ltd. However, ITC disclaims beneficial ownership of the CSH Shares
and the filing of this statement shall in no way be construed as an admission
that ITC is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of the CSH Shares.
During the past five years, neither ITC nor, to the best knowledge of ITC,
any of its executive officers and directors have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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
judgement, 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.
Galaxyway Investments Limited
-----------------------------
The principal business of Galaxyway Investments Limited, a British Virgin
Islands company ("Galaxyway"), is investment holding. The principal executive
and business offices of Galaxyway are located at 33rd Floor, Paul Y. Centre, 51
Hung To Road, Kwun Tong, Kowloon, Hong Kong.
Galaxyway owns 34.82% of the issued shares of ITC and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH
and B2B Ltd. However, Galaxyway disclaims beneficial ownership of the CSH Shares
and the filing of this statement shall in no way be construed as an admission
that Galaxyway is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of the CSH Shares.
During the past five years, neither Galaxyway nor, to the best knowledge of
Galaxyway, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Chinaview International Limited
-------------------------------
The principal business of Chinaview International Limited, a British Virgin
Islands company ("Chinaview"), is investment holding. The principal executive
and business offices of Chinaview are located at 33rd Floor, Paul Y. Centre, 51
Hung To Road, Kwun Tong, Kowloon, Hong Kong.
28
Chinaview owns 100% of the issued shares of Galaxyway and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by
CSH and B2B Ltd. However, Chinaview disclaims beneficial ownership of the CSH
Shares and the filing of this statement shall in no way be construed as an
admission that Chinaview is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CSH Shares.
During the past five years, neither Chinaview nor, to the best knowledge of
Chinaview, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
Chan Kwok Keung, Charles
------------------------
The business address of Dr. Chan Kwok Keung, Charles ("Dr. Chan"), a
citizen of the United Kingdom, is 33rd Floor, Paul Y. Centre, 51 Hung To Road,
Kwun Tong, Kowloon, Hong Kong. Dr. Chan is the: (i) Chairman of Paul Y.
Holdings, ITC, Hanny and China Enterprises Limited, (ii) Chairman and Chief
Executive Officer of CSH, (iii) an executive director of Ananda Wing On Travel
(Holdings) Limited and (iv) a non-executive director of Downer EDI Limited. Dr.
Chan is also a director of Paul Y. BVI and Famex and is the sole director of
Galaxyway and Chinaview.
Dr. Chan owns 100% of the issued shares of Chinaview and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by
CSH and B2B. However, Dr. Chan disclaims beneficial ownership of the CSH Shares
and the filing of this statement shall in no way be construed as an admission
that Dr. Chan is, for purposes of Section 13(d) or 13(g) of the Exchange Act,
the beneficial owner of the CSH Shares.
During the past five years, Dr. Chan has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not
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
judgement, 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.
The name, business address, citizenship and present occupation or
employment of each executive officer and director of the foregoing entities and
the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth on Schedules I
through XIX hereto and are incorporated herein by reference.
Item 3. Source and Amount of Funds or other Consideration.
-------------------------------------------------
The shares of Common Stock were acquired by B2B Ltd. on July 27, 2000 upon
the completion of the exchange of all the ownership interests in PacificNet.com,
LLC ("PacificNet") for shares of the Company's Common Stock, as more fully
described in the Schedule 13D filed on August 7, 2000 (File No. 005-59081).
29
This amendment is being made in part to reflect a passive change in the
percentage ownership in the Company of CSH, B2B Ltd., Calisan, Great Decision,
Paul Y. Investments, Paul Y. BVI, Paul Y. Holdings, Hollyfield, Well Orient,
Powervote, Hanny BVI, Hanny, Famex, Mankar, ITC Holdings, ITC, Galaxyway,
Chinaview and Dr. Chan, as described in Item 4 below.
Item 4. Purposes of Transaction.
------------------------
None of the reporting persons named in this Statement has bought or sold
any securities of the Company since the date of Amendment No. 4 to this
Statement. The following is an explanation of the changes in the Company's
outstanding share capital which necessitated this Amendment No. 5:
In April 2002, the Company issued 12,257,121 shares of common stock for the
private placement.
The net results of these changes in the total number of shares outstanding
is that the percentage ownership interest of B2B Ltd. and CSH in the Company
decreased by 13.66% and 13.73% respectively. These changes also resulted in a
percentage decrease of 13.73% for all other reporting persons, but as noted
elsewhere in this Statement, such other reporting persons disclaim beneficial
ownership of those shares.
Except as described in this Item 4, none of B2B Ltd., CSH, Calisan, Great
Decision, Paul Y. Investments, Paul Y. BVI, Paul Y. Holdings, Hollyfield, Well
Orient, Powervote, Hanny BVI, Hanny, Famex, Mankar, ITC Holdings, ITC,
Galaxyway, Chinaview or Dr. Chan has any plan, nor has under consideration any
proposal which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Company;
(e) any material change in the present capitalization or dividend policy of
the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
30
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i) above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a)-(b) B2B Ltd. is the beneficial owner of 2,413,890 shares of Common Stock,
representing 10.94% of the outstanding Common Stock, and has shared
power over the voting and disposition of the CSH Shares with CSH.
CSH indirectly beneficially owns 2,425,423 shares of Common Stock,
representing 10.97% of the class, due to: (1) its 100% ownership of B2B
Ltd. and (2) its indirect partial ownership of China Pharmaceutical
Industrial Limited, a subsidiary which beneficially owns 11,533 shares
of Common Stock as of the date hereof. CSH is deemed to have shared
power to vote and to dispose of 2,413,890 shares of Common Stock with
B2B Ltd. It also is deemed to have shared power to vote and dispose of
11,533 shares of Common Stock with China Pharmaceutical Industrial
Limited. The executive officers, directors and controlling persons of
China Pharmaceutical Industrial Limited, and executive officers and
directors of any person ultimately in control of China Pharmaceutical
Industrial Limited, are as follows: Lien Kait Long and Ho Kin Cheong,
Kelvin of 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong, and Ian James Burton of 2nd Floor, 45 Stirling
Highway, Nedlands, WA 6009, Australia.
Calisan, through its ownership of 17.45% of the issued shares of CSH,
may be deemed to share voting and dispositive power over the 2,425,423
shares of Common Stock indirectly beneficially owned by CSH, however,
pursuant to Rule 13d-4, Calisan expressly disclaims beneficial
ownership of such shares.
Great Decision, through its ownership of 100% of the issued shares of
Calisan, may be deemed to share voting and dispositive power over
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Great Decision expressly disclaims
beneficial ownership of such shares.
Paul Y. Investments, through its ownership of 100% of the issued shares
of Great Decision, may be deemed to share voting and dispositive power
over 2,425,423 shares of Common Stock indirectly beneficially owned by
CSH, however, pursuant to Rule 13d-4, Paul Y. Investments expressly
disclaims beneficial ownership of such shares.
Paul Y. BVI, through its ownership of 100% of the issued shares of Paul
Y. Investments, may be deemed to share voting and dispositive power
over 2,425,423 shares of Common Stock indirectly beneficially owned by
CSH, however, pursuant to Rule 13d-4, Paul Y. BVI expressly disclaims
beneficial ownership of such shares.
Paul Y. Holdings, through its ownership of 100% of the issued shares of
Paul Y. BVI, may be deemed to share voting and dispositive power over
2,425,423 shares
31
of Common Stock indirectly beneficially owned by CSH, however, pursuant
to Rule 13d-4, Paul Y. Holdings expressly disclaims beneficial
ownership of such shares.
Hollyfield, through its ownership of 42.59% of the issued shares of
Paul Y. Holdings, may be deemed to share voting and dispositive power
over 2,425,423 shares of Common Stock indirectly beneficially owned by
CSH, however, pursuant to Rule 13d-4, Hollyfield expressly disclaims
beneficial ownership of such shares.
Well Orient, through its ownership of 17.45% of the issued shares of
CSH, may be deemed to share voting and dispositive power over the
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Well Orient expressly disclaims
beneficial ownership of such shares.
Powervote, through its ownership of 100% of the issued shares of Well
Orient, may be deemed to share voting and dispositive power over the
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Powervote expressly disclaims
beneficial ownership of such shares.
Hanny BVI, through its ownership of 100% of the issued shares of
Powervote, may be deemed to share voting and dispositive power over
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Hanny BVI expressly disclaims
beneficial ownership of such shares.
Hanny, through its ownership of 100% of the issued shares of Hanny BVI,
may be deemed to share voting and dispositive power over the 2,425,423
shares of Common Stock indirectly beneficially owned by CSH, however,
pursuant to Rule 13d-4, Hanny expressly disclaims beneficial ownership
of such shares.
Famex, through its ownership of 27.73% of the issued shares of Hanny,
may be deemed to share voting and dispositive power over 2,425,423
shares of Common Stock indirectly beneficially owned by CSH, however,
pursuant to Rule 13d-4, Famex expressly disclaims beneficial ownership
of such shares.
Mankar, through its ownership of 100% of the issued shares of Famex,
may be deemed to share voting and dispositive power over 2,425,423
shares of Common Stock indirectly beneficially owned by CSH, however,
pursuant to Rule 13d-4, Mankar expressly disclaims beneficial ownership
of such shares.
ITC Holdings, through its ownership of 100% of the issued shares of
both Hollyfield and Mankar may be deemed to share voting and
dispositive power over the 2,425,423 shares of Common Stock indirectly
beneficially owned by CSH, however, pursuant to Rule 13d-4, ITC
Holdings expressly disclaims beneficial ownership of such shares.
ITC, through its ownership of 100% of the issued shares of ITC Holdings
may be deemed to share voting and dispositive power over the 2,425,423
shares of
32
Common Stock indirectly beneficially owned by CSH, however, pursuant to
Rule 13d-4, ITC expressly disclaims beneficial ownership of such
shares.
Galaxyway, through its ownership of 34.82% of the issued shares of ITC,
may be deemed to share voting and dispositive power over 2,425,423
shares of Common Stock indirectly beneficially owned by CSH, however,
pursuant to Rule 13d-4, Galaxyway expressly disclaims beneficial
ownership of such shares.
Chinaview, through its ownership of 100% of the issued shares of
Galaxyway, may be deemed to share voting and dispositive power over
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Chinaview expressly disclaims
beneficial ownership of such shares.
Dr. Chan, through his ownership of 100% of the issued shares of
Chinaview, may be deemed to share voting and dispositive power over
2,425,423 shares of Common Stock indirectly beneficially owned by CSH,
however, pursuant to Rule 13d-4, Dr. Chan expressly disclaims
beneficial ownership of such shares.
None of the persons named on Schedules I-XIX beneficially own shares of
Common Stock.
(c) Not applicable.
(d) The reporting persons know of no other person who has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the persons named in Item 2 above with respect to
any securities of the Company including, but not limited to, transfer or the
voting of any securities of the Company, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The document which have been filed as Exhibits are listed in the Exhibit
Index herein.
33
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief, B2B
Ltd. certifies that the information set forth in this statement is true,
complete and correct.
FOR AND ON BEHALF OF B2B LTD.
Dated: May 6, 2002 By: /s/ Lien Kait Long
-----------------------------
Name: Lien Kait Long
Title: Director
34
After reasonable inquiry and to the best of my knowledge and belief, China
Strategic Holdings Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF CHINA STRATEGIC
HOLDINGS LIMITED
Dated: May 6, 2002 By: /s/ Lien Kait Long
--------------------------------------
Name: Lien Kait Long
Title: Executive Director
35
After reasonable inquiry and to the best of my knowledge and belief,
Calisan Developments Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF CALISAN
DEVELOPMENTS LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
36
After reasonable inquiry and to the best of my knowledge and belief, Great
Decision Limited certifies that the information set forth in this statement is
true, complete and correct.
FOR AND ON BEHALF OF GREAT DECISION
LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
------------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
37
After reasonable inquiry and to the best of my knowledge and belief, Paul
Y. - ITC Investments Group Limited certifies that the information set forth in
this statement is true, complete and correct.
FOR AND ON BEHALF OF PAUL Y. - ITC
INVESTMENTS GROUP LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
-----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
38
After reasonable inquiry and to the best of my knowledge and belief, Paul
Y. - ITC Construction Holdings (B.V.I.) Limited certifies that the information
set forth in this statement is true, complete and correct.
FOR AND ON BEHALF OF PAUL Y. - ITC
CONSTRUCTION HOLDINGS (B.V.I.) LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
---------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
39
After reasonable inquiry and to the best of my knowledge and belief, Paul
Y. - ITC Construction Holdings Limited certifies that the information set forth
in this statement is true, complete and correct.
FOR AND ON BEHALF OF PAUL Y. - ITC
CONSTRUCTION HOLDINGS LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Executive Director
40
After reasonable inquiry and to the best of my knowledge and belief,
Hollyfield Group Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF HOLLYFIELD
GROUP LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
41
After reasonable inquiry and to the best of my knowledge and belief, Well
Orient Limited certifies that the information set forth in this statement is
true, complete and correct.
FOR AND ON BEHALF OF WELL ORIENT
LIMITED
Dated: May 6, 2002 By: /s/ Lui Siu Tsuen, Richard
----------------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
42
After reasonable inquiry and to the best of my knowledge and belief,
Powervote Technology Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF POWERVOTE
TECHNOLOGY LIMITED
Dated: May 6, 2002 By: /s/ Lui Siu Tsuen, Richard
----------------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
43
After reasonable inquiry and to the best of my knowledge and belief, Hanny
Magnetics (B.V.I.) Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF HANNY
MAGNETICS (B.V.I.) LIMITED
Dated: May 6, 2002 By: /s/ Lui Siu Tsuen, Richard
-----------------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
44
After reasonable inquiry and to the best of my knowledge and belief, Hanny
Holdings Limited certifies that the information set forth in this statement is
true, complete and correct.
FOR AND ON BEHALF OF HANNY HOLDINGS
LIMITED
Dated: May 6, 2002 By: /s/ Allan Yap
-----------------------------------
Name: Allan Yap
Title: Managing Director
45
After reasonable inquiry and to the best of my knowledge and belief, Famex
Investment Limited certifies that the information set forth in this statement is
true, complete and correct.
FOR AND ON BEHALF OF FAMEX
INVESTMENT LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
-----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
46
After reasonable inquiry and to the best of my knowledge and belief, Mankar
Assets Limited certifies that the information set forth in this statement is
true, complete and correct.
FOR AND ON BEHALF OF MANKAR ASSETS
LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
-----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
47
After reasonable inquiry and to the best of my knowledge and belief, ITC
Investment Holdings Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF ITC
INVESTMENT HOLDINGS LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
-----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
48
After reasonable inquiry and to the best of my knowledge and belief, ITC
Corporation Limited certifies that the information set forth in this statement
is true, complete and correct.
FOR AND ON BEHALF OF ITC CORPORATION
LIMITED
Dated: May 6, 2002 By: /s/ Chau Mei Wah, Rosanna
-----------------------------------
Name: Chau Mei Wah, Rosanna
Title: Managing Director
49
After reasonable inquiry and to the best of my knowledge and belief,
Galaxyway Investments Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF GALAXYWAY
INVESTMENTS LIMITED
Dated: May 6, 2002 By: /s/ Chan Kwok Keung, Charles
-----------------------------------
Name: Chan Kwok Keung, Charles
Title: Director
50
After reasonable inquiry and to the best of my knowledge and belief,
Chinaview International Limited certifies that the information set forth in this
statement is true, complete and correct.
FOR AND ON BEHALF OF CHINAVIEW
INTERNATIONAL LIMITED
Dated: May 6, 2002 By: /s/ Chan Kwok Keung, Charles
-----------------------------------
Name: Chan Kwok Keung, Charles
Title: Director
51
After reasonable inquiry and to the best of my knowledge and belief, I, Dr.
Chan Kwok Keung, Charles, certify that the information set forth in this
statement is true, complete and correct.
Dated: May 6, 2002 By: /s/ Chan Kwok Keung, Charles
-----------------------------------
Name: Dr. Chan Kwok Keung, Charles
52
Schedule I
Executive Officers and Directors of China Strategic Holdings Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal Occupation
or Employment and, if
Applicable, the Name,
Principal Business Address
of Any Corporation or Other
Organization in Which Said
Name and Title Business Address Citizenship Employment is Conducted.
Lien Kait Long c/o 8/F, Paul Y. Centre, Singapore Executive Director, China
51 Hung To Road, Strategic Holdings Limited;
Kwun Tong, Kowloon, Director, China Energy Holdings
Hong Kong Limited;
Director, B2B Ltd.;
Director, Australia Net.com
Limited;
Director, China Pharmaceutical
Industrial Limited;
Director, Katmon Limited;
Director, Carling International
Limited;
Director, Favour Leader Limited;
Director, Kamthorn Limited;
Non-Executive Director, China
Development Corporation
Limited.
53
David Edwin Bussmann c/o 8/F, Paul Y. Centre, USA Independent Non- Executive
51 Hung To Road, Director, China Strategic
Kwun Tong, Kowloon, Holdings Limited.
Hong Kong
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Chairman and Chief Executive
51 Hung To Road, Kingdom Officer, China Strategic
Kwun Tong, Holdings Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Paul Y. - ITC
Construction Holdings Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway Investments
Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited.
54
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Alternate Director, China
51 Hung To Road, Kingdom Strategic Holdings Limited;
Kwun Tong, Kowloon, Director, Calisan Developments
Hong Kong Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Deputy Chairman, Paul Y. - ITC
Construction Holdings Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets Limited;
Chairman, Downer EDI Limited;
Director, New World CyberBase
Limited;
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, c/o 31/F, Paul Y. Centre, Australia Executive Director, China
Rosanna 51 Hung To Road, Strategic Holdings Limited;
Kwun Tong, Kowloon, Director, Burcon NutraScience
Hong Kong Corporation;
Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
Construction Holdings
55
(B.V.I.) Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets Limited;
Director, Famex Investment
Limited;
Director, ITC Investment
Holdings Limited.
Richard, Siu Tsuen c/o 7/F, Paul Y. Centre, Hong Kong Alternate Director, China
Lui 51 Hung To Road, Strategic Holdings Limited;
Kwun Tong, Deputy Managing Director, Hanny
Kowloon, Holdings Limited;
Hong Kong Director, Hanny Magnetics
(B.V.I.) Limited;
Director, Powervote Technology
Limited;
Director, Well Orient Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Non-Executive Director, China
Development Corporation
Limited.
56
Choy Hok Man, c/o 49/F, Bank of China Tower, Canada Independent Non-Executive
Constance 1 Garden Road, Hong Kong Director, China Strategic
Holdings Limited;
Independent Non-Executive
Director, HiNet Holdings
Limited;
Independent Non-Executive
Director, Shougang Concord
Grand (Group) Limited;
Independent Non-Executive
Director, Shougang Concord
International Enterprises
Company Limited;
Independent Non-Executive
Director, Shougang Concord
Technology Holdings Limited;
Independent Non-Executive
Director, Earnest Investments
Holdings Limited.
Li Wa Kin c/o 8/F, Paul Y. Centre, 51 China Executive Director, China
Hung To Road, Strategic Holdings Limited.
Kwun Tong, Kowloon, Hong Kong
Chan Kwok Hung c/o 27/F, Paul Y. Centre, United Kingdom Alternate Director, China
51 Hung To Road, Strategic Holdings Limited;
Kwun Tong, Chairman, China Land Group
Kowloon, Limited;
Hong Kong Executive Director, Hanny
Holdings Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Executive Director, ITC
Corporation Limited;
Director, Famex Investment
Limited.
57
Allan Yap c/o 7/F, Paul Y. Centre, Canada Vice Chairman, China Strategic
51 Hung To Road, Holdings Limited;
Kwun Tong, Vice Chairman, China
Kowloon, Enterprises Limited;
Hong Kong Director, Well Orient Limited;
Director, Powervote Technology
Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Chairman and Chief Executive
Officer, Burcon NutraScience
Corporation.
58
Schedule II
Executive Officers and Directors of B2B Ltd.
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal Occupation
or Employment and, if
Applicable, the Name,
Principal Business Address
of Any Corporation or Other
Organization in Which Said
Name and Title Business Address Citizenship Employment is Conducted.
Lien Kait Long c/o 8/F, Paul Y. Centre, 51 Singapore Director, B2B Ltd.;
Hung To Road, Director, China Energy Holdings
Kwun Tong, Kowloon, Hong Kong Limited;
Director, China Pharmaceutical
Industrial Limited;
Director, Australia Net.com
Limited;
Executive Director, China
Strategic Holdings Limited;
Director, Katmon Limited;
Director, Carling International
Limited;
Director, Favour Leader Limited;
Director, Kamthorn Limited;
Non-Executive Director, China
Development Corporation
Limited.
Ho Kin Cheong, c/o 8/F, Paul Y. Centre, 51 Hong Kong Director, B2B Ltd.;
Kelvin Hung To Road, Director, China Energy Holdings
Kwun Tong, Kowloon, Hong Kong Limited;
Director, China Pharmaceutical
59
Industrial Limited;
Director, Katmon Limited;
Director, Carling International
Limited;
Director, Kamthorn Limited.
60
Schedule III
Executive Officers and Directors of Calisan Developments Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal Occupation
or Employment and, if
Applicable, the Name,
Principal Business Address
of Any Corporation or Other
Organization in Which Said
Name and Title Business Address Citizenship Employment is Conducted.
Chau Mei Wah, c/o 31/F, Paul Y. Centre, Australia Director, Calisan
Rosanna 51 Hung To Road, Developments Limited;
Kwun Tong, Kowloon, Director, Burcon NutraScience
Hong Kong Corporation;
Executive Director, China
Land Group Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets
Limited;
61
Director, Famex Investment
Limited;
Executive Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Director, Calisan
51 Hung To Road, Kingdom Developments Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Executive Director, ITC
Corporation Limited;
Director, Hollyfield Group
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Director, Great Decision
Limited;
Director, ITC Investment
Holdings Limited;
Director, Paul Y. - ITC
Investments Group Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Director, Calisan
51 Hung To Road, Kingdom Developments Limited;
Kwun Tong, Kowloon, Alternate Director, China
Hong Kong Strategic Holdings Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
62
Construction Holdings
(B.V.I.) Limited;
Deputy Chairman, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Director, ITC Investment
Holdings Limited;
Director, New World CyberBase
Limited.
63
Schedule IV
Executive Officers and Directors of Great Decision Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal Occupation
or Employment and, if
Applicable, the Name,
Principal Business Address
of Any Corporation or Other
Organization in Which Said
Name and Title Business Address Citizenship Employment is Conducted.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Great Decision
51 Hung To Road, Limited;
Kwun Tong, Kowloon, Director, Calisan
Hong Kong Developments Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Deputy Chairman, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
64
Director, ITC Investment
Holdings Limited;
Director, New World CyberBase
Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Director, Great Decision
51 Hung To Road, Kingdom Limited;
Kwun Tong, Kowloon, Vice Chairman, China Land
Hong Kong Group Limited;
Director, Calisan
Developments Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, ITC Investment
Holdings Limited;
Director, Paul Y. - ITC
Investments Group Limited.
Chau Mei Wah, c/o 31/F, Paul Y. Centre, Australia Director, Great Decision
Rosanna 51 Hung To Road, Limited;
Kwun Tong, Kowloon, Director, Burcon NutraScience
Hong Kong Corporation;
Executive Director, China
Land Group Limited;
Director, Calisan
Developments Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Paul Y. - ITC
65
Construction Holdings
(B.V.I.) Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Executive Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited.
66
Schedule V
Executive Officers and Directors of Paul Y. - ITC Investments Group Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal Occupation
or Employment and, if
Applicable, the Name,
Principal Business Address
of Any Corporation or Other
Organization in Which Said
Name and Title Business Address Citizenship Employment is Conducted.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Director, Calisan
51 Hung To Road, Kingdom Developments Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Executive Director, ITC
Corporation Limited;
Director, Hollyfield Group
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Director, Great Decision
Limited;
Director, ITC Investment
Holdings Limited;
Director, Paul Y. - ITC
Investments Group Limited.
67
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Paul Y. - ITC
51 Hung To Road, Investments Group Limited;
Kwun Tong, Kowloon, Director, Calisan
Hong Kong Developments Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Deputy Chairman, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited;
Director, New World CyberBase
Limited.
Chau Mei Wah, c/o 31/F, Paul Y. Centre, Australia Director, Paul Y. - ITC
Rosanna 51 Hung To Road, Investments Group Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China
Land Group Limited;
Director, Calisan
Developments Limited;
Director, Great Decision
Limited;
Director, Paul Y. - ITC
68
Construction Holdings
(B.V.I.) Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Executive Director, Star East
Holdings Limited;
Executive Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited.
69
Schedule VI
Executive Officers and Directors of Paul Y. - ITC Construction
Holdings (B.V.I.) Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Director, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, (B.V.I.) Limited;
Kowloon, Non-Executive Director,
Hong Kong Downer EDI Limited;
Chairman, China Enterprises
Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
70
Holdings Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, Kowloon, (B.V.I.) Limited;
Hong Kong Director, Calisan
Developments Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited;
Director, New World CyberBase
Limited.
71
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, (B.V.I.) Limited;
Kowloon, Vice Chairman, China Land
Hong Kong Group Limited;
Director, Calisan
Developments Limited;
Director, Great Decision
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Hollyfield Group
Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, ITC Investment
Holdings Limited;
Director, Paul Y. - ITC
Investments Group Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Director, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, (B.V.I.) Limited;
Kowloon, Director, Burcon NutraScience
Hong Kong Corporation;
Executive Director, China
Land Group Limited;
Director, Calisan
Developments Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
72
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Executive Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited.
73
Schedule VII
Executive Officers and Directors of Paul Y. - ITC Construction Holdings Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Chairman, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
74
Holdings Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Deputy Chairman, Paul Y. - ITC
51 Hung To Road, Construction Holdings
Kwun Tong, Limited;
Kowloon, Director, Calisan Developments
Hong Kong Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Hollyfield Group
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited;
Director, New World CyberBase
Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Managing Director, Paul Y. -
51 Hung To Road, ITC Construction Holdings
Kwun Tong, Limited;
Kowloon, Vice Chairman, China Land
Hong Kong Group Limited;
Director, Calisan Developments
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Hollyfield Group
Limited;
Director, Famex Investment
Limited;
75
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, ITC Investment
Holdings Limited;
Director, Paul Y. - ITC
Investments Group Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Executive Director, Paul Y. -
51 Hung To Road, ITC Construction Holdings
Kwun Tong, Limited;
Kowloon, Director, Burcon NutraScience
Hong Kong Corporation;
Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Hollyfield Group
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Executive Director, China
Strategic Holdings Limited;
Director, ITC Investment
Holdings Limited.
Cheung Ting Kau, Vincent c/o 15/F, Alexandra House, United Kingdom Independent Non-Executive
16-20 Chater Road, Director, Paul Y. - ITC
Central, Hong Kong Construction Holdings
76
Limited;
Executive Director, Global
Food Culture Group Limited;
Non-Executive Director, Gold
Peak Industries (Holdings)
Limited;
Non-Executive Director,
Techtronic Industries
Company Limited;
Independent Non-Executive
Director, Datatronic
Holdings Limited;
Independent Non-Executive
Director, Datronix Holdings
Limited;
Independent Non-Executive
Director, Sing Pao Media
Group Limited.
Kwok Shiu Keung, Ernest c/o 21-22/F, Bank of China Australia Independent Non- Executive
Tower, Director, Paul Y. - ITC
1 Garden Road, Construction Holdings
Hong Kong Limited.
Cheung Hon Kit c/o 27/F, Paul Y. Centre, Hong Kong Non-Executive Director, Hanny
51 Hung To Road, Holdings Limited;
Kwun Tong, Executive Director, ITC
Kowloon, Corporation Limited;
Hong Kong Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Independent Non-Executive
Director, Asean Resources
Holdings Limited;
Independent Non-Executive
Director, Panva Gas Holdings
Limited;
Director, hkcyber.com
(Holdings) Limited;
Director, Billybala Holdings
Limited;
77
Executive Vice Chairman, China
Land Group Limited.
78
Schedule VIII
Executive Officers and Directors of Hollyfield Group Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in
Which Said
Employment is
Name and Title Business Address Citizenship Conducted.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Kowloon, Director, Calisan
Hong Kong Developments Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. -
ITC Construction Holdings
Limited;
Deputy Chairman, ITC
Corporation;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, New World
79
CyberBase
Limited;
Director, ITC Investment
Holdings Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Director, Calisan
Developments Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, c/o 31/F, Paul Y. Centre, Australia Director, Hollyfield Group
Rosanna 51 Hung To Road, Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China
Land Group Limited;
Director, Calisan
Developments Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
80
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Director, ITC Investment
Holdings Limited;
Executive Director, China
Strategic Holdings Limited.
81
Schedule IX
Executive Officers and Directors of Well Orient Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Allan Yap c/o 7/F, Paul Y. Centre, Canada Director, Well Orient Limited;
51 Hung To Road, Vice Chairman, China
Kwun Tong, Enterprises Limited;
Kowloon, Director, Powervote Technology
Hong Kong Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Chairman and Chief Executive
Officer, Burcon NutraScience
Corporation;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Vice Chairman, China Strategic
Holdings Limited.
82
Richard, Siu Tsuen Lui c/o 7/F, Paul Y. Centre, Hong Kong Director, Well Orient Limited;
51 Hung To Road, Director, Powervote Technology
Kwun Tong, Limited;
Kowloon, Director, Hanny Magnetics
Hong Kong (B.V.I.) Limited;
Deputy Managing Director,
Hanny Holdings Limited;
Non-Executive Director, China
Development Corporation
Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Alternate Director, China
Strategic Holdings Limited.
83
Schedule X
Executive Officers and Directors of Powervote Technology Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Allan Yap c/o 7/F, Paul Y. Centre, Canada Director, Powervote Technology
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China
Kowloon, Enterpirses Limited;
Hong Kong Director, Well Orient Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Chairman and Chief Executive
Officer, Burcon NutraScience
Corporation;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Vice Chairman, China Strategic
Holdings Limited.
Richard, Siu Tsuen Lui c/o 7/F, Paul Y. Centre, Hong Kong Director, Powervote Technology
51 Hung To Road, Limited;
Kwun Tong, Director, Well Orient
84
Limited;
Kowloon, Director, Hanny Magnetics
Hong Kong (B.V.I.) Limited;
Deputy Managing Director, Hanny
Holdings Limited;
Non-Executive Director, China
Development Corporation
Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Alternate Director, China
Strategic Holdings Limited.
85
Schedule XI
Executive Officers and Directors of Hanny Magnetics (B.V.I.) Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Allan Yap c/o 7/F, Paul Y. Centre, Canada Director, Well Orient Limited;
51 Hung To Road, Vice Chairman, China
Kwun Tong, Enterprises Limited;
Kowloon, Director, Powervote
Hong Kong Technology Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Chairman and Chief Executive
Officer, Burcon
NutraScience Corporation;
Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Vice Chairman, China
Strategic Holdings Limited.
Chan Kwok Hung c/o 27/F, Paul Y. Centre, United Kingdom Director, Hanny
86
51 Hung To Road, Magnetics (B.V.I.)
Kwun Tong, Limited;
Kowloon, Chairman, China Land
Hong Kong Group Limited;
Executive Director,
Hanny Holdings
Limited;
Executive Director, ITC
Corporation Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, Famex Investment
Limited.
Richard, Siu Tsuen Lui c/o 7/F, Paul Y. Centre, Hong Kong Director, Hanny Magnetics
51 Hung To Road, (B.V.I.) Limited;
Kwun Tong, Director, Powervote
Kowloon, Technology Limited;
Hong Kong Director, Well Orient Limited;
Deputy Managing Director,
Hanny Holdings Limited;
Non-Executive Director, China
Development Corporation
Limited;
Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Alternate Director, China
Strategic Holdings Limited.
87
Schedule XII
Executive Officers and Directors of Hanny Holdings Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable, the Name,
Principal Business
Address of Any
Corporation or Other
Organization in Which
Said Employment is
Name and Title Business Address Citizenship Conducted.
Richard, Siu Tsuen Lui c/o 7/F, Paul Y. Centre, Hong Kong Deputy Managing Director, Hanny
51 Hung To Road, Holdings Limited;
Kwun Tong, Director, Hanny Magnetics
Kowloon, (B.V.I.) Limited;
Hong Kong Director, Powervote Technology
Limited;
Director, Well Orient Limited;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Non-Executive Director, China
Development Corporation
Limited;
Alternate Director, China
Strategic Holdings Limited.
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Executive Director, Ananda Wing
51 Hung To Road, On Travel (Holdings) Limited;
Kwun Tong, Non-Executive Director, Downer
Kowloon, EDI Limited;
Hong Kong Chairman, Paul Y. - ITC
Construction Holdings Limited;
88
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway Investments
Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
Holdings Limited.
Allan Yap c/o 7/F, Paul Y. Centre, Canada Director, Well Orient Limited;
51 Hung To Road, Vice Chairman, China
Kwun Tong, Enterprises Limited;
Kowloon, Director, Powervote Technology
Hong Kong Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Chairman and Chief Executive
Officer, Burcon NutraScience
Corporation;
Executive Director, Ananda Wing
On Travel (Holdings) Limited;
Vice Chairman, China Strategic
Holdings Limited.
Chan Kwok Hung c/o 27/F, Paul Y. Centre, United Kingdom Director, Hanny Magnetics
51 Hung To Road, (B.V.I.) Limited;
Kwun Tong, Chairman, China Land
Kowloon,
89
Group Limited;
Hong Kong Executive Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, Famex Investment
Limited.
Cheung Kwok Wah, Ken c/o 7/F, United Kingdom Executive Director, Hanny
Paul Y. Centre, Holdings Limited;
51 Hung To Road, Executive Director, ITC
Kwun Tong, Kowloon, Corporation Limited;
Hong Kong Executive Director, M Channel
Corporation Limited;
Vice Chairman, Sing Pao Media
Group Limited.
Yuen Tin Fan, Francis c/o 42/F, Hong Kong PCCW Tower, United Kingdom Independent Non-Executive
Taikoo Place, Quarry Bay, Director, Hanny Holdings
Hong Kong Limited.
Fok Kin Ning, Canning c/o 22/F, Hutchison House, 10 Australia Non-Executive Director, Hanny
Harcourt Road, Holdings Limited;
Hong Kong Group Managing Director,
Hutchison Whampoa Limited;
Deputy Chairman, Cheung Kong
Infrastructure Holdings
Limited;
Deputy Chairman, Hongkong
Electric Holdings Limited;
Non-Executive Director, Downer
EDI Limited;
Non-Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Executive Director, Cheung Kong
(Holdings) Limited.
90
Ip Tak Chuen, Edmond c/o 8/F, Cheung Kong Centre, 2 United Kingdom Non-Executive Director, Hanny
Queen's Road Central, Hong Kong Holdings Limited;
Executive Director, Cheung Kong
(Holdings) Limited;
Executive Director, Cheung Kong
Infrastructure Holdings
Limited;
Non-Executive Director, tom.com
limited.
Cheung Hon Kit c/o 27/F, Paul Y. Centre, Hong Kong Non-Executive Director, Hanny
51 Hung To Road, Holdings Limited;
Kwun Tong, Executive Director, ITC
Kowloon, Corporation Limited;
Hong Kong Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Independent Non-Executive
Director, Asean Resources
Holdings Limited;
Independent Non-Executive
Director, Panva Gas Holdings
Limited;
Director, hkcyber.com
(Holdings) Limited;
Director, Billybala Holdings
Limited;
Executive Vice Chairman, China
Land Group Limited.
Ma Si Hang, Frederick c/o 42/F, PCCW Tower, Canada Independent Non- Executive
Taikoo Place, Director, Hanny Holdings
Quarry Bay, Limited;
Hong Kong Executive Director and member
of Executive Committee of
Pacific Century CyberWorks
Limited.
Tsang Link Carl, c/o 20/F, Gloucester Hong Kong Independent Non-
91
Brian Tower, The Landmark Executive
Landmark, Central, Director, Hanny Holdings
Hong Kong Limited;
Partner, Iu, Lai & Li,
Solicitors and Notaries.
Dorothy Law c/o 7/F, Paul Y. Centre, Canada Corporate Counsel, Hanny
51 Hung To Road, Holdings Limited;
Kwun Tong, Director, China Enterprises
Kowloon, Limited;
Hong Kong Director and Vice President,
Legal and Corporate
Secretary, Burcon
NutraScience Corporation.
92
Schedule XIII
Executive Officers and Directors of Famex Investment Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or OtherOrganization
in Which Said Employment
Name and Title Business Address Citizenship is Conducted.
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Executive Director, Ananda
51 Hung To Road, Wing On Travel (Holdings)
Kwun Tong, Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
Holdings Limited.
93
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Director, Calisan Developments
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, ITC Investment
Holdings Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Director, Calisan Developments
Kowloon, Limited;
Hong Kong Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Deputy Chairman, ITC
Corporation;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI
94
Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, New World CyberBase
Limited;
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Director, Famex Investment
51 Hung To Road, Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Managing Director, ITC
Corporation Limited;
Executive Director, Star East
Holdings Limited;
Director, Hollyfield Group
Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Mankar Assets
Limited;
Director, ITC Investment
Holdings Limited;
Executive Director, China
Strategic Holdings Limited.
Chan Kwok Hung c/o 27/F, Paul Y. Centre, United Kingdom Director, Hanny Magnetics
51 Hung To Road, (B.V.I.) Limited;
Kwun Tong, Chairman, China Land Group
Kowloon, Limited;
Hong Kong
95
Executive Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, Famex Investment
Limited.
96
Schedule XIV
Executive Officers and Directors of Mankar Assets Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or OtherOrganization
in Which Said Employment
Name and Title Business Address Citizenship is Conducted.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Director, Calisan Developments
Kowloon, Limited;
Hong Kong Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Deputy Chairman, ITC
Corporation;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
97
Director, New World CyberBase
Limited;
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Director, Mankar Assets
51 Hung To Road, Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Managing Director, ITC
Corporation Limited;
Director, Hollyfield Group
Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Executive Director, Star East
Holdings Limited;
Director, ITC Investment
Holdings Limited;
Executive Director, China
Strategic Holdings Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Mankar Assets
51 Hung To Road, Limited;
Kwun Tong, Director, Hollyfield Group
Kowloon, Limited;
Hong Kong Vice Chairman, China Land
Group Limited;
Director, Calisan Developments
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul
98
Y. - ITC Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Executive Director, ITC
Corporation Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, ITC Investment
Holdings Limited.
99
Schedule XV
Executive Officers and Directors of ITC Corporation Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or OtherOrganization
in Which Said Employment
Name and Title Business Address Citizenship is Conducted.
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Executive Director, Ananda
51 Hung To Road, Wing On Travel (Holdings)
Kwun Tong, Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
100
Holdings Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Director, Calisan Developments
Kowloon, Limited;
Hong Kong Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, New World CyberBase
Limited;
Director, ITC Investment
Holdings Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Director, Calisan Developments
Limited;
Managing Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Mankar Assets
Limited;
101
Director, Famex Investment
Limited;
Executive Director, ITC
Corporation Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Managing Director, ITC
51 Hung To Road, Corporation Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Director, Hollyfield Group
Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Mankar Assets
Limited;
Director, Famex Investment
Limited;
Executive Director, Star East
Holdings Limited;
Director, ITC Investment
Holdings Limited;
Executive Director, China
Strategic Holdings Limited.
Cheung Kwok Wah, Ken c/o 7/F, Paul Y. Centre, United Kingdom Executive Director, ITC
51 Hung To Road, Corporation Limited;
Kwun Tong, Kowloon, Executive Director, Hanny
Hong Kong Holdings
102
Limited;
Executive Director, M Channel
Corporation Limited;
Vice Chairman, Sing Pao Media
Group Limited.
Chan Kwok Hung c/o 27/F, Paul Y. Centre, United Kingdom Director, Hanny Magnetics
51 Hung To Road, (B.V.I.) Limited;
Kwun Tong, Chairman, China Land Group
Kowloon, Limited;
Hong Kong Executive Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, Famex Investment
Limited.
Allan Yap c/o 7/F, Paul Y. Centre, Canada Director, Well Orient Limited;
51 Hung To Road, Vice Chairman, China
Kwun Tong, Enterprises Limited;
Kowloon, Director, Powervote Technology
Hong Kong Limited;
Director, Hanny Magnetics
(B.V.I.) Limited;
Managing Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Chairman and Chief Executive
Officer, Burcon NutraScience
Corporation;
Executive Director, Ananda
Wing On Travel (Holdings)
Limited;
Vice Chairman, China Strategic
Holdings Limited.
103
Wong Kun To c/o 29/F, Paul Y. Centre, Canada Executive Director, ITC
51 Hung To Road, Corporation Limited;
Kwun Tong, Managing Director, Star East
Kowloon, Holdings Limited;
Hong Kong Executive Director, M Channel
Corporation Limited;
Executive Director, Sing Pao
Media Group Limited.
Dominic Lai c/o 9/F and 15/F, China Independent Non-Executive
The Bank of East Asia Building, Director, ITC Corporation
10 Des Voeux Road, Central, Limited;
Hong Kong Senior Partner, Iu, Lai & Li,
Solicitors and Notaries.
Cheung Hon Kit c/o 27/F, Paul Y. Centre, Hong Kong Non-Executive Director, Hanny
51 Hung To Road, Holdings Limited;
Kwun Tong, Executive Director, ITC
Kowloon, Corporation Limited;
Hong Kong Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Independent Non-Executive
Director, Asean Resources
Holdings Limited;
Independent Non-Executive
Director, Panva Gas Holdings
Limited;
Director, hkcyber.com
(Holdings) Limited;
Director, Billybala Holdings
Limited;
Executive Vice Chairman, China
Land Group Limited.
Chuck, Winston Calptor c/o 10/F, Hong Kong Trade British Independent Non-Executive
Centre, director, ITC Corporation
161 Des Voeux Road Central, Limited.
Hong Kong
104
Schedule XVI
Executive Officers and Directors of Galaxyway Investments Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or OtherOrganization
in Which Said Employment
is Conducted.
Name and Title Business Address Citizenship
Sole Director:
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Executive Director, Ananda
51 Hung To Road, Wing On Travel (Holdings)
Kwun Tong, Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
105
Holdings Limited.
106
Schedule XVII
Executive Officers and Directors of Chinaview International Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or Other Organization
in Which Said
Employment is
Name and Title Business Address Citizenship Conducted.
Sole Director:
Chan Kwok Keung, Charles c/o 33/F, Paul Y. Centre, United Kingdom Executive Director, Ananda
51 Hung To Road, Wing On Travel (Holdings)
Kwun Tong, Limited;
Kowloon, Non-Executive Director, Downer
Hong Kong EDI Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Chairman, China Enterprises
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hanny Holdings
Limited;
Chairman, ITC Corporation
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director, Famex Investment
Limited;
Chairman and Chief Executive
Officer, China Strategic
107
Holdings Limited.
108
Schedule XVIII
Executive Officers and Directors of ITC Investment Holdings Limited
as of May 6, 2002
The principal address and business of each corporation or other organization
listed below can be found in Item 2 with respect to the reporting persons listed
in this Amendment No. 5 or in Schedule XIX for all other corporations or other
organizations.
Principal Business or
Present Principal
Occupation or
Employment and, if
Applicable,
the Name, Principal
Business Address
of Any Corporation
or OtherOrganization
in Which Said Employment
is Conducted.
Name and Title Business Address Citizenship
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Director, Calisan Developments
Kowloon, Limited;
Hong Kong Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Deputy Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Chairman, Downer EDI Limited;
Alternate Director, China
Strategic Holdings Limited;
Director, New World CyberBase
Limited;
109
Director, ITC Investment
Holdings Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre, Australia Director, Mankar Assets
51 Hung To Road, Limited;
Kwun Tong, Director, Burcon NutraScience
Kowloon, Corporation;
Hong Kong Executive Director, China Land
Group Limited;
Director, Calisan Developments
Limited;
Managing Director, ITC
Corporation Limited;
Director, Hollyfield Group
Limited;
Executive Director, Paul Y. -
ITC Construction Holdings
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Executive Director, Star East
Holdings Limited;
Director, ITC Investment
Holdings Limited;
Executive Director, China
Strategic Holdings Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre, United Kingdom Director, Hollyfield Group
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China Land
Kowloon, Group Limited;
Hong Kong Director, Calisan
Developments Limited;
Managing Director, Paul Y.
- ITC Construction
Holdings Limited;
110
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Great Decision
Limited;
Director, Famex Investment
Limited;
Director, Mankar Assets
Limited;
Executive Director, ITC
Corporation Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Director, ITC Investment
Holdings Limited.
111
Schedule XIX
Principal Business Addresses and Principal Businesses
--------------------------------------------------------------------------------------------------------------------
Name Principal Business Address Principal Business
---- -------------------------- ------------------
--------------------------------------------------------------------------------------------------------------------
1. Ananda Wing On 17/F, Ananda Tower, Provision of package tours, travel,
Travel (Holdings) Limited 57-59 Connaught Road Central, transportation and other related services.
Hong Kong
--------------------------------------------------------------------------------------------------------------------
2. Asean Resources 39/F, New World Tower 1, Property development and investment,
Holdings Limited 18 Queen's Road, Central, construction, and hotels.
Hong Kong
--------------------------------------------------------------------------------------------------------------------
3. Australia Net.com 8/F, Paul Y. Centre, 51 Hung To Road, Investment holding.
Limited Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
4. Billybala Holdings 19/F, Asia Standard Tower, Provision of arcade game on demand
Limited 59-65 Queen's Road Central, services via the internet in the Greater
Hong Kong China Region.
--------------------------------------------------------------------------------------------------------------------
5. Burcon NutraScience 1946 West Broadway, Vancouver, British Development of commercial canola
Corporation Columbia, V6J 1Z2, Canada protein. Burcon's proprietary extraction
process uses canola meal to yield a high
quality, cost-effective plant-based protein.
--------------------------------------------------------------------------------------------------------------------
6. Carling 8/F, Paul Y. Centre, 51 Hung To Road, Investment holding.
International Limited Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
7. Cheung Kong 7th Floor, Cheung Kong Center Investment holding and project
(Holdings) Limited 2 Queen's Road Central management, real estate property
Hong Kong development and investment, real
estate agency and management,
securities trading, container
terminals, retain and manufacturing,
telecommunications, infrastructure
projects and hotels.
--------------------------------------------------------------------------------------------------------------------
8. Cheung Kong 12th Floor, Cheung Kong Center Infrastructure development, investment
Infrastructure Holdings 2 Queen's Road Central and management, mainly on power plants,
Limited Hong Kong toll roads and toll bridges in China, as
well as its infrastructure materials
business in cement, concrete, asphalt
and aggregates in Hong Kong, China and
throughout Asia.
--------------------------------------------------------------------------------------------------------------------
9. China Land Group 27/F, Paul Y. Centre, 51 Hung To Road, Investment holding with property
Limited Kwun Tong, Kowloon, Hong Kong interests in trading and development,
hotel operation and toll-road development.
--------------------------------------------------------------------------------------------------------------------
112
--------------------------------------------------------------------------------------------------------------------
10. China Development Unit 2301-2, 23/F SUP Tower, 75-83 Investment holding and the provision of
Corporation Limited King's Road, North Point, Hong Kong management, financial and technical
services to affiliated companies.
--------------------------------------------------------------------------------------------------------------------
11. China Energy 8/F Paul Y. Centre, 51 Hung To Road, Investment holding.
Holdings Limited Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
12. China Pharmaceutical 8/F Paul Y. Centre, 51 Hung To Road, Investment holding.
Industrial Limited Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
13. China Enterprises 8/F Paul Y. Centre, 51 Hung To Road, Manufactures and sells tires and other
Limited Kwun Tong, Kowloon, Hong Kong rubber products in both China and other
countries.
--------------------------------------------------------------------------------------------------------------------
14. Datatronic Holdings 15/F North Point Industrial Building, Design, manufacture and sale of magnetics
Limited 499 King's Road, North Point, Hong Kong commonly used in consumer electronics,
telecommunication equipment, data processing
appliances and other electronics systems
for coupling, isolation, filtering,
interfacing and timing control applications.
--------------------------------------------------------------------------------------------------------------------
15. Datronix Holdings 15/F, North Point Industrial Building, Manufacture of magnetic components.
Limited 499 King's Road,
North Point, Hong Kong
--------------------------------------------------------------------------------------------------------------------
16. Downer EDI Limited Level 3, 190 George Street, Sydney, NSW Infrastructure services, contract
2000, Australia drilling, contract mining, civil
engineering, power services,
telecommunication services and rail
services.
--------------------------------------------------------------------------------------------------------------------
17. Earnest Investments Room 2002 Tung Ning Building Investments in listed and unlisted
Holdings Limited 2 Hillier Street, Sheung Wan companies in Hong Kong and the PRC.
Hong Kong
--------------------------------------------------------------------------------------------------------------------
18. Favour Leader 8/F Paul Y. Centre, 51 Hung To Road, Investment holding.
Limited Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
19. Global Food Culture 23rd Floor, Emperor Group Centre Operation of restaurants in Asia.
Group Limited 288 Hennessey Road
Wanchai, Hong Kong
--------------------------------------------------------------------------------------------------------------------
20. Gold Peak Industries 8/F Gold Peak Building Manufacture and sale of batteries,
(Holdings) Limited 30-34 Kwai Wing Road electrical installation products,
Kwai Chung NT automotive electronics, cable products,
Hong Kong loudspeakers and high precision parts and
components.
--------------------------------------------------------------------------------------------------------------------
113
--------------------------------------------------------------------------------------------------------------------
21. HiNet Holdings Suites 3910-3911 Jardine House Provision of telecommunication and
Limited 1 Connaught Place Internet network engineering and related
Central services, and leasing of fibre-optic
Hong Kong network.
--------------------------------------------------------------------------------------------------------------------
22. Hongkong Electric Electric Centre, 28 City Garden Road Holding company with interests in energy
Holdings Limited Hong Kong utilities in Hong Kong and elsewhere,
engineering consulting, and property
development.
--------------------------------------------------------------------------------------------------------------------
23. Hutchison Whampoa 22nd Floor, Hutchison House Investment holding company with
Limited 10 Harcourt Road diversified operations in
Hong Kong telecommunications, property, ports,
retail and manufacturing, energy
and infrastructure.
--------------------------------------------------------------------------------------------------------------------
24. Iu, Lai & Li 20/F, Gloucester Tower, Solicitors and Notaries
The Landmark, Central,
Hong Kong
--------------------------------------------------------------------------------------------------------------------
25. Kamthorn Limited 8/F Paul Y. Centre, 51 Hung To Road, Investment holding.
Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
26. Katmon Limited 8/F Paul Y. Centre, 51 Hung To Road, Investment holding.
Kwun Tong, Kowloon, Hong Kong
--------------------------------------------------------------------------------------------------------------------
27. M Channel 24/F, 1063 King's Road, Provision of focused Chinese language
Corporation Limited Quarry Bay, Hong Kong content through the Group's vertical
portals targeted at the global Chinese
community.
--------------------------------------------------------------------------------------------------------------------
28. New World CyerBase 37/F New World Tower, 18 Queen's Road Develop and operate information
Limited Central, Hong Kong technology business, research and
development of connectivity services,
e-commerce and software development.
--------------------------------------------------------------------------------------------------------------------
29. Pacific Century 39/F, PCCW Tower, Taikoo Place, Provision of international, local and
CyberWorks Limited 979 King's Road, mobile telecommunications service,
Quarry Bay, Hong Kong Internet and interactive multimedia
services, the sale and rental of
telecommunications equipment, and the
provision of computer, engineering and
other technical services, mainly in Hong
Kong; investment in and development of
technology-related businesses; and
investment in and development of
infrastructure and properties in Hong
Kong and elsewhere in the PRC.
--------------------------------------------------------------------------------------------------------------------
30. Panva Gas Holdings Room 2501-2502, Vicwood Plaza The main activities include the sale of
Limited 199 Des Voeux Road Central liquefied natural gas in the bulk and in
114
Hong Kong
cylinders, the provision of piped gas, and
the sale of liquefied natural gas household
appliances.
--------------------------------------------------------------------------------------------------------------------
31. hkcyber.com 41st Floor, CEF Life Tower hkcyber.com (Holdings) Limited is a
(Holdings) Limited 248 Queen's Road East Chinese-language content provider which
Wanchai, Hong Kong provides news update, financial news
update, fortune telling, horse racing
information, leisure, entertainment news
and sports news. It is also a platform
provider, providing an array of community
services such as chat rooms and message
board.
--------------------------------------------------------------------------------------------------------------------
32. Shougang Concord 7/F First Pacific Bank Centre Property investment; management and
Grand (Group) Limited 56 Gloucester Road development; investment holding; and
Wanchai provision of financial services.
Hong Kong
--------------------------------------------------------------------------------------------------------------------
33. Shougang Concord 7/F First Pacific Bank Centre Manufacturing, sale and trading of steel
International Enterprises 56 Gloucester Road products; rebar stockholding;
Company Limited Wanchai transportation and shipping; rental
Hong Kong income.
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34. Shougang Concord Unit 4-9 & 15-18 Manufacture and sale of telephone cords
Technology Holdings Limited 10/F Honour Industrial Centre and accessories, power cords, adaptors
6 Sun Yip Street and electronic products, high precision
Chai Wan Hong Kong components for computers, printed circuit
boards; freight forwarding & delivery
services.
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35. Sing Pao Media Group 7/F, Sing Pao Building, 101 King's Road, Media and publishing business "Sing Pao
Limited North Point, Hong Kong Daily News" and "Wide Angle Magazine".
Provide multimedia entertainment and
life-style information to the Chinese
community worldwide.
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36. Star East Holdings 29th Floor, Paul Y. Centre Engaged in entertainment-related
Limited 51 Hung To Road, Kwun Tong, Kowloon, business, including the franchising and
Hong Kong operation of "Planet Hollywood" theme
restaurants in Asia Pacific and "Star
East" entertainment complexes and "Star
East" theme cafes worldwide, the trading
of merchandise, strategic investment in
Sing Pao Media Group Limited (a global
Chinese internet content provider on
entertainment and life-style
information), production of movies,
television drama series, documentary and
infotainment
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programmes and property investment and
development.
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37. Techtronic Units B-F 24/F CDW Building Manufacture and trading of rechargeable
Industries Company Limited 388 Castle Peak Road power tools, floor care equipment, solar
Tsuen Wan powered and electronic products, personal
New Territories Hong Kong and health care products and kitchenware
products.
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38. tom.com limited 48th Floor, The Center, TOM.COM LIMITED is an Internet content
99 Queen's Road Central, provider operating a mega-portal to
Hong Kong provide broad "China Experience" content
and e-commerce to the world and
"Lifestyle for Chinese" content and
e-commerce to the worldwide Chinese
population both in the Greater China
region and overseas Chinese speaking
communities.
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116
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1. Share Exchange Agreement, dated as of February 17, 2000, by and
between Creative Master International, Inc. and Tony Tong, Wan
Sang Hui, Lee Li, James Mullen, John Farrell, Paul Poung - Hwa
Chow, Fung Oi Ip Alfonso, Oei Hong Leong, Fortune E-Commerce
Limited, B2B Ltd., the owner of PacificNet.com, LLC and
PacificNet.com, Inc. (previously filed with the initial Statement
on Schedule 13D).
2. Supplement to the Share Exchange Agreement, dated as of April 29,
2000, among Creative Master International, Inc., PacificNet.com,
LLC and the members of PacificNet.com, Inc. and other persons and
entities listed on the signature pages thereto (previously filed
with the initial Statement on Schedule 13D).
3. Joint Filing Agreement dated October 19, 2000 among the reporting
persons listed on this Amendment No. 2 (previously filed with
Amendment No. 2 to the initial Statement on Schedule 13D).
4. Sale and Purchase Agreement dated September 28, 2000 between Chip
Lian Investments (HK) Limited, Calisan Developments Limited,
Sanion Enterprises Limited, Mr. Oei Hong Leong and Great Decision
Limited (previously filed with Amendment No. 1 to the initial
Statement on Schedule 13D and as amended and restated in the
previously filed Amendment No. 2).
5. Sale and Purchase Agreement dated September 26, 2000 between Chip
Lian Investments (HK) Limited, Calisan Developments Limited,
Sanion Enterprises Limited, Mr. Oei Hong Leong and Powervote
Technology Limited, as supplemented by that certain supplemental
agreement dated September 28, 2000 between such parties
(previously filed with Amendment No. 1 to the initial Statement
on Schedule 13D and as amended and restated in the previously
filed Amendment No. 2).
6. Hutch Agreement dated September 28, 2000 between Namble Limited
and Powervote Technology Limited (previously filed with Amendment
No. 2 to the initial Statement on Schedule 13D).
7. Joint Filing Agreement dated September 7, 2001 among the
reporting persons listed on this Amendment No. 3.
8. Joint Filing Agreement dated January 30, 2002 among the reporting
persons listed on this Amendment No. 4.
9. Joint Filing Agreement dated May 6, 2002 among the reporting
persons listed on this Amendment No. 5.
116