Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
priceline.com Incorporated
(Name of Issuer)
Common Stock, par value $0.008 per share
(Title of Class of Securities)
741503106
(CUSIP Number)
Edith Shih
Hutchison Whampoa Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
(852-2128-1188)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 4, 2006
(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(b)(3) or (4), check the following box ¨.
| CUSIP NO. 741503106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| HUTCHISON WHAMPOA LIMITED - Not Applicable | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (a) x | ||||
| (b) ¨ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Hong Kong | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER | |
| - 0 - | ||
| 8 SHARED VOTING POWER | ||
| 51,329 (1) | ||
| 9 SOLE DISPOSITIVE POWER | ||
| - 0 - | ||
| 10 SHARED DISPOSITIVE POWER | ||
| 51,329 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 51,329 (1) | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| Less than 1% (2) | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| HC, CO | ||||
| CUSIP NO. 741503106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| ULTIMATE PIONEER 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 | |||
| AF | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| British Virgin Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER | |
| - 0 - | ||
| 8 SHARED VOTING POWER | ||
| - 0 - | ||
| 9 SOLE DISPOSITIVE POWER | ||
| - 0 - | ||
| 10 SHARED DISPOSITIVE POWER | ||
| - 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| ; CO | ||||
| CUSIP NO. 741503106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| CHEUNG KONG (HOLDINGS) LIMITED - Not Applicable | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (a) x | ||||
| (b) ¨ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Hong Kong | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER | |
| - 0 - | ||
| 8 SHARED VOTING POWER | ||
| - 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 below)) | ||
| 9 SOLE DISPOSITIVE POWER | ||
| - 0 - | ||
| 10 SHARED DISPOSITIVE POWER | ||
| - 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 below)) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - Cheung Kong (Holdings) Limited expressly disclaims beneficial ownership of 51,329 shares beneficially owned by Hutchison Whampoa Limited |
||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| HC, CO | ||||
| CUSIP NO. 741503106 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
| POTTON RESOURCES 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 | |||
| AF | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| British Virgin Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER | |
| - 0 - | ||
| 8 SHARED VOTING POWER | ||
| - 0 - | ||
| 9 SOLE DISPOSITIVE POWER | ||
| - 0 - | ||
| 10 SHARED DISPOSITIVE POWER | ||
| - 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| CO | ||||
| (1) | Includes (i) options to purchase 25,331 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock held by Mr. Ian Wade (the designee of UPL to the Issuer’s Board of Directors) and (ii) options to purchase 21,998 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock of the Issuer held by Mr. Dominic Lai (the designee of UPL to the Issuer’s Board of Directors). |
| (2) | Based on 36,536,069 shares of Common Stock of the Issuer issued and outstanding as of November 22, 2006. |
This statement constitutes Amendment No. 9 to the Schedule 13D originally filed with the Securities and Exchange Commission on February 26, 2001, as amended by Amendment No. 1 on June 11, 2001, Amendment No. 2 on July 10, 2001, Amendment No. 3 on September 25, 2001, Amendment No. 4 on September 28, 2001, Amendment No. 5 on November 16, 2001, Amendment No. 6 on August 5, 2002, Amendment No. 7 on August 19, 2002 and Amendment No. 8 on September 8, 2006 (collectively, the “Schedule 13D”) and is filed by Hutchison Whampoa Limited, a Hong Kong company (“HWL”); Ultimate Pioneer Limited (“UPL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of HWL; Cheung Kong (Holdings) Limited (“Cheung Kong”), a Hong Kong company and a 49.97% shareholder of HWL; and Potton Resources Limited (“PRL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of Cheung Kong. Such Schedule 13D relates to the common stock, par value $0.008 per share (“Common Stock”) of priceline.com Incorporated, a Delaware corporation (the “Issuer”). Terms defined in the Schedule 13D previously filed have the same meanings in this Amendment.
Item&#x A0;2. Identity and Background.
Schedules I to IV are hereby amended and restated and attached hereto and Schedules V and VI are deleted in their entirety.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On December 4, 2006, UPL agreed to sell 1,912,406 shares of Common Stock and PRL agreed to sell 1,912,406 shares of Common Stock, all at a price of US$39.00 per share. The resulting sale proceeds for UPL and PRL will be US$74,583,834 and US$74,583,834, respectively. The sale of the shares is being underwritten by Goldman, Sachs, & Co. The sale is expected to be completed on December 7, 2006.
The shares sold were originally acquired for investment purposes only and were sold to realize the subsequent appreciation in the value of the investment. Upon completion of the sale of the above-referenced shares, Mr. Wade and Mr. Lai will resign from the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) - (b) Following the completion of the sales of Common Stock:
(i) HWL will beneficially own an aggregate of 51,329 shares of Common Stock, which is comprised solely of stock options exercisable by Messrs. Wade and Lai as directors of the Issuer within 60 days of November 22, 2006 and shares of restricted Common Stock, which in aggregate represent less than 1% of the issued and outstanding Common Stock. HWL will have sole power over the voting and disposition of such shares.
(ii) UPL will not beneficially own any shares of Common Stock.
(iii) Cheung Kong will not beneficially own any shares of Common Stock. Cheung Kong, through its ownership of 49.97% of the issued shares of HWL, may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by HWL. However, pursuant to Rule 13d-4 under the Exchange Act, Cheung Kong expressly disclaims beneficial ownership of such shares.
(iv) PRL will not beneficially own any shares of Common Stock.
Dominic Lai, a director of HWL and the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 25,999 shares of Common Stock, of which options to purchase 21,998 shares are exercisable by Mr. Lai within 60 days from November 22, 2006.
Mr. Ian Wade, a director of the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 29,332 shares of Common Stock, of which options to purchase 25,331 shares are exercisable by Mr. Wade within 60 days from November 22, 2006.
Except as described herein, none of HWL, UPL, Cheung Kong and PRL, nor, to their best knowledge, any of their respective executive officers or directors, (i) beneficially owns any securities of the Issuer as of the date hereof or (ii) has any right as of the date hereof to acquire, directly or indirectly, any beneficial ownership of any securities of the Issuer.
(c) Except as described herein, none of HWL, UPL, Cheung Kong and PRL, nor, to their best knowledge, any of their respective executive officers or directors, has effected any transaction in securities of the Issuer during the past 60 days.
6
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each party certifies that the information set forth in this Statement with respect to it is true, complete and correct.
Date: December 7, 2006
| FOR AND ON BEHALF OF | ||
| HUTCHISON WHAMPOA LIMITED | ||
| By: | /s/ Susan Chow | |
| Name: | Susan Chow | |
| Title: | Director | |
| FOR AND ON BEHALF OF | ||
| ULTIMATE PIONEER LIMITED | ||
| By: | /s/ Susan Chow | |
| Name: | Susan Chow | |
| Title: | Director | |
| FOR AND ON BEHALF OF | ||
| CHEUNG KONG (HOLDINGS) LIMITED | ||
| By: | /s/ Pau Yee Wan, Ezra | |
| Name: | Pau Yee Wan, Ezra | |
| Title: | Director | |
| FOR AND ON BEHALF OF | ||
| POTTON RESOURCES LIMITED | ||
| By: | /s/ Pau Yee Wan, Ezra | |
| Name: | Pau Yee Wan, Ezra | |
| Title: | Director | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| A. | Joint Filing Statement |
SCHEDULE I
Executive Officers and Directors of
Hutchison Whampoa Limited
As of November 30, 2006
| Name and Business Address1a |
Citizenship | Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization | ||
| LI Ka-shing 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
Hong Kong | Chairman, Hutchison Whampoa Limited Chairman, Cheung Kong (Holdings) Limited | ||
| LI Tzar Kuoi, Victor 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
Hong Kong | Deputy Chairman and Executive Director, Hutchison Whampoa Limited Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited Chairman, Cheung Kong Infrastructure Holdings Limited2 Chairman, CK Life Sciences Int’l., (Holdings) Inc.11 Co-Chairman, Husky Energy Inc.7 Executive Director, Hongkong Electric Holdings Limited3 Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong | ||
| FOK Kin-ning, Canning | British | Group Managing Director and Executive Director, Hutchison Whampoa Limited Chairman, Hutchison Telecommunications International Limited10 Chairman, Hutchison Telecommunications (Australia) Limited4 Chairman, Partner Communications Company Ltd.5 Chairman, Hutchison Harbour Ring Limited8 Chairman, Hongkong Electric Holdings Limited3 Co-Chairman, Husky Energy Inc.7 Deputy Chairman, Cheung Kong Infrastructure Holdings Limited2 Non-executive Director, Cheung Kong (Holdings) Limited | ||
| CHOW WOO Mo Fong, Susan | British | Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited Executive Director, Cheung Kong Infrastructure Holdings Limited2 Executive Director, Hutchison Harbour Ring Limited8 Executive Director, Hongkong Electric Holdings Limited3 Director, Hutchison Telecommunications (Australia) Limited4 Director, Partner Communications Company Ltd.5 Non-executive Director, TOM Group Limited6 Director, Ultimate Pioneer Limited | ||
| Frank John SIXT | Canadian | Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited6 Chairman, TOM Online Inc.9 Executive Director, Cheung Kong Infrastructure Holdings Limited2 Executive Director, Hongkong Electric Holdings Limited3 Director, Hutchison Telecommunications (Australia) Limited4 Director, Husky Energy Inc.7 Director, Partner Communications Company Ltd.5 Non-executive Director, Hutchison Telecommunications International Limited10 Non-executive Director, Cheung Kong (Holdings) Limited Director, Ultimate Pioneer Limited | ||
| LAI Kai Ming, Dominic | Canadian | Executive Director, Hutchison Whampoa Limited Deputy Chairman, Hutchison Harbour Ring Limited8 Director, Hutchison Telecommunications (Australia) Limited4 | ||
| George Colin MAGNUS Private Office 701, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong |
British | Non-executive Director, Hutchison Whampoa Limited Non-executive Director, Cheung Kong (Holdings) Limited Non-executive Director, Hongkong Electric Holdings Limited3 Non-executive Director, Cheung Kong Infrastructure Holdings Limited2 | ||
| KAM Hing Lam 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
Hong Kong | Executive Director, Hutchison Whampoa Limited Deputy Managing Director, Cheung Kong (Holdings) Limited Group Managing Director, Cheung Kong Infrastructure Holdings Limited2 President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.11 Executive Director, Hongkong Electric Holdings Limited3 | ||
| The Hon. Sir Michael KADOORIE 24th Floor, St. George’s Building, 2 Ice House Street Central, Hong Kong |
British | Independent Non-executive Director, Hutchison Whampoa Limited Chairman, CLP Holdings Limited (investment holding), 147 Argyle Street, Kowloon, Hong Kong Chairman, The Hongkong and Shanghai Hotels, Limited (hotel catering and real estate), 8th Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong Chairman, Heliservices (Hong Kong) Limited (provision of helicopter services), 2107 St. George’s Building, 2 Ice House Street, Central, Hong Kong | ||
| Holger KLUGE 33 Delisle Ave., Suite 509 Toronto, Ontario M4V 3C7 Canada |
Canadian | Independent Non-executive Director, Hutchison Whampoa Limited Independent Non-executive Director, Husky Energy Inc.7 Independent Non-executive Director, Hongkong Electric Holdings Limited3 Independent Non-executive Director, Shoppers Drug Mart Corporation (licensor of full-service retail drug stores), 243 Consumers Road, Toronto, Ontario, M2J 4W8, Canada | ||
| Simon MURRAY Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
British | Independent Non-executive Director, Hutchison Whampoa Limited Chairman, General Enterprise Management Services Limited (investment fund), Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong Independent Non-executive Director, Cheung Kong (Holdings) Limited | ||
| OR Ching Fai, Raymond 83 Des Voeux Road Central Hong Kong |
British | Independent Non-executive Director, Hutchison Whampoa Limited Director, The Hongkong and Shanghai Banking Corporation Limited (banking), 1 Queen’s Road Central, Hong Kong Vice Chairman and Chief Executive, Hang Seng Bank Limited (banking), 83 Des Voeux Road Central, Hong Kong | ||
| William SHURNIAK Limerick, Saskatchewan Canada S0H 2P0 |
Canadian | Non-executive Director, Hutchison Whampoa Limited Chairman, Northern Gas Networks Limited (operation of natural gas distribution network), 1100 Century Way, Thorpe Park Business Park, Colton, Leeds LS15 8TU, United Kingdom Deputy Chairman, Husky Energy Inc.7 | ||
| WONG Chung Hin 1225 Prince’s Building 10 Chater Road Hong Kong |
British | Independent Non-executive Director, Hutchison Whampoa Limited Independent Non-executive Director, The Bank of East Asia, Limited (banking), No. 10 Des Voeux Road Central, Hong Kong Independent Non-executive Director, Hongkong Electric Holdings Limited 3 | ||
SCHEDULE II
Executive Officers and Directors of
Ultimate Pioneer Limited
As of November 30, 2006
| Name and Business Address1a |
Citizenship | Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization | ||
| CHOW WOO Mo Fong, Susan | British | Director, Ultimate Pioneer Limited Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited Executive Director, Cheung Kong Infrastructure Holdings Limited2 Executive Director, Hutchison Harbour Ring Limited8 Executive Director, Hongkong Electric Holdings Limited3 Director, Hutchison Telecommunications (Australia) Limited4 Director, Partner Communications Company Ltd.5 Non-executive Director, TOM Group Limited6 | ||
| Frank John SIXT | Canadian | Director, Ultimate Pioneer Limited Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited6 Chairman, TOM Online Inc.9 Executive Director, Cheung Kong Infrastructure Holdings Limited2 Executive Director, Hongkong Electric Holdings Limited3 Director, Hutchison Telecommunications (Australia) Limited4 Director, Husky Energy Inc.7 Director, Partner Communications Company Ltd.5 Non-executive Director, Hutchison Telecommunications International Limited10 Non-executive Director, Cheung Kong (Holdings) Limited | ||
| HO Wai Leung, Edmond Hutchison House 5 Hester Road London SW11 4AN United Kingdom |
British | Director, Ultimate Pioneer Limited Director, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Hutchison Whampoa (UK) Limited (investment holding), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Hutchison Whampoa Properties (Europe) Limited (project management), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom | ||
| Christian Nicolas Roger SALBAING Hutchison House 5 Hester Road London SW11 4AN United Kingdom |
French | Director, Ultimate Pioneer Limited Deputy Chairman, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Potton Resources Limited | ||
| SNG Cheng Khoong, Robin 5000D #12-14 Marine Parade Road, Singapore 449287 |
Singaporean | Director, Ultimate Pioneer Limited | ||
SCHEDULE III
Executive Officers and Directors of
Cheung Kong (Holdings) Limited
As of November 30, 2006
| Name and Business Address1b |
Citizenship | Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization | ||
| LI Ka-shing | Hong Kong | Chairman, Cheung Kong (Holdings) Limited Chairman, Hutchison Whampoa Limited | ||
| LI Tzar Kuoi, Victor | Hong Kong | Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited Chairman, Cheung Kong Infrastructure Holdings Limited2 Chairman, CK Life Sciences Int’l., (Holdings) Inc.11 Deputy Chairman and Executive Director, Hutchison Whampoa Limited Co-Chairman, Husky Energy Inc.7 Executive Director, Hongkong Electric Holdings Limited3 Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong | ||
| KAM Hing Lam | Hong Kong | Deputy Managing Director, Cheung Kong (Holdings) Limited Group Managing Director, Cheung Kong Infrastructure Holdings Limited 2 President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc. 11 Executive Director, Hutchison Whampoa Limited Executive Director, Hongkong Electric Holdings Limited 3 | ||
| IP Tak Chuen, Edmond | British | Deputy Managing Director, Cheung Kong (Holdings) Limited Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2 Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.11 Non-executive Director, TOM Group Limited6 Director, Potton Resources Limited | ||
| CHUNG Sun Keung, Davy | Hong Kong | Executive Director, Cheung Kong (Holdings) Limited | ||
| PAU Yee Wan, Ezra | Hong Kong | Executive Director, Cheung Kong (Holdings) Limited Director, Potton Resources Limited | ||
| WOO Chia Ching, Grace | U.S.A. | Executive Director, Cheung Kong (Holdings) Limited | ||
| CHIU Kwok Hung, Justin | Canadian | Executive Director, Cheung Kong (Holdings) Limited | ||
| LEUNG Siu Hon 502 Aon China Building 29 Queen’s Road Central Hong Kong |
British | Non-executive Director, Cheung Kong (Holdings) Limited Consultant, Messrs. S.H. Leung and Co. (solicitors’ firm), 502 Aon China Building, 29 Queen’s Road Central, Hong Kong | ||
| FOK Kin-ning, Canning 22nd Floor, Hutchison House 10 Harcourt Road Hong Kong |
British | Non-executive Director, Cheung Kong (Holdings) Limited Group Managing Director and Executive Director, Hutchison Whampoa Limited Chairman, Hutchison Telecommunications International Limited10 Chairman, Hutchison Telecommunications (Australia) Limited4 Chairman, Partner Communications Company Ltd.5 Chairman, Hutchison Harbour Ring Limited8 Chairman, Hongkong Electric Holdings Limited3 Co-Chairman, Husky Energy Inc.7 Deputy Chairman, Cheung Kong Infrastructure Holdings Limited2 | ||
| Frank John SIXT 22nd Floor, Hutchison House 10 Harcourt Road Hong Kong |
Canadian | Non-executive Director, Cheung Kong (Holdings) Limited Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited6 Chairman, TOM Online Inc.9 Executive Director, Cheung Kong Infrastructure Holdings Limited 2 Executive Director, Hongkong Electric Holdings Limited3 Director, Hutchison Telecommunications (Australia) Limited4 Director, Husky Energy Inc.7 Director, Partner Communications Company Ltd.5 Non-executive Director, Hutchison Telecommunications International Limited 10 Director, Ultimate Pioneer Limited | ||
| CHOW Kun Chee, Roland 12/F, Prince’s Building Chater Road Hong Kong |
British | Non-executive Director, Cheung Kong (Holdings) Limited Consultant, Herbert Tsoi and Partners (solicitors’ firm), 602 Aon China Building, 29 Queen’s Road Central, Hong Kong | ||
| George Colin MAGNUS Private Office 701, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong |
British | Non-executive Director, Cheung Kong (Holdings) Limited Non-executive Director, Hongkong Electric Holdings Limited3 Non-executive Director, Cheung Kong Infrastructure Holdings Limited 2 Non-executive Director, Hutchison Whampoa Limited | ||
| KWOK Tun-li, Stanley #238-1501 West Broadway Vancouver, B.C. V6J 4Z6 |
Canadian | Independent Non-executive Director, Cheung Kong (Holdings) Limited< /p> Director, Amara International Investment Corporation (investment holdings), #238-1501 West Broadway Vancouver, B.C. V6J 4Z6 | ||
| YEH Yuan Chang, Anthony 26th Floor, Tower A Regent Centre 63 Wo Yi Hop Road Kwai Chung Hong Kong |
Hong Kong | Independent Non-executive Director, Cheung Kong (Holdings) Limited Honorary Life President, Tai Ping Carpets International Limited (carpet manufacturing), 26th Floor, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong | ||
| Simon MURRAY Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong |
British | Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman, General Enterprise Management Services Limited (investment fund), Suite 3601, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Independent Non-executive Director, Hutchison Whampoa Limited | ||
| CHOW Nin Mow, Albert Units 2001, 20/F, West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong |
British | Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman & Managing Director, Wah Yip (Holdings) Limited (property development and investment), Units 2001 20/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong | ||
| HUNG Siu-lin, Katherine | Hong Kong | Independent Non-executive Director, Cheung Kong (Holdings) Limited | ||
| WONG Yick-ming, Rosanna Room 906, Duke of Windsor Social Service Building 15 Hennessy Road Wanchai, Hong Kong |
Hong Kong | Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman, Education Commission of the Hong Kong Special Administrative Region Executive Director, Hong Kong Federation of Youth Groups (charitable organisation), Room 906, Duke of Windsor Social Service Building, 15 Hennessy Road, Wanchai, Hong Kong Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong | ||
| KWAN Chiu Yin, Robert 35th Floor, Pacific Place 1 88 Queensway Central Hong Kong |
British | Independent Non-executive Director, Cheung Kong (Holdings) Limited Independent Non-executive Director, Shun Tak Holdings Limited (shipping, property, hotel, finance, restaurant and air transport), Penthouse 39/F West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong | ||
| CHEONG Ying Chew, Henry 6/F New Henry House 10 Ice House Street Central Hong Kong |
British | Independent Non-executive Director, Cheung Kong (Holdings) Limited Independent Non-executive Director, Cheung Kong Infrastructure Holdings Limited2 Independent Non-executive Director, Excel Technology International Holdings Limited (investment holding), 5/F., 633 King’s Road, North Point, Hong Kong Independent Non-executive Director, Forefront International Holdings Limited (trading of motor trucks, coaches and vehicles accessories, repair and maintenance and other motor vehicle related service and finance business, development of smart card system and investment holding), 1/F, Forefront Cyber Centre, 9 Fui Sha Wai Lane, Tong Yan San Tsuen, Yuen Long, N.T., Hong Kong Independent Non-executive Director, TOM Group Limited6 Independent Non-executive Director, Jade Asia Pacific Fund Inc. (investment fund), Walkers P O Box 265 GT, Walker House, Mary Street, George Town, Grand Cayman Non-executive Deputy Chairman, Worldsec Limited (investment holdings), Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda | ||
SCHEDULE IV
Executive Officers and Directors of
Potton Resources Limited
As of November 30, 2006
| Name and Business Address1b |
Citizenship | Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization | ||
| IP Tak Chuen, Edmond | British | Director, Potton Resources Limited Deputy Managing Director, Cheung Kong (Holdings) Limited Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited2 Senior Vice President and Chief Investment Officer, CK Life Sciences Int’1., (Holdings) Inc.11 Non-executive Director, TOM Group Limited6 | ||
| PAU Yee Wan, Ezra | Hong Kong | Director, Potton Resources Limited Executive Director, Cheung Kong (Holdings) Limited | ||
| YEO May Ann, Annie | Singaporean | Director, Potton Resources Limited | ||
| LAU Chin Sung, John 39/F., 707, 8th Avenue S.W. Calgary, Alberta Canada T2P 1H5 |
Australian | Director, Potton Resources Limited President and Chief Executive Officer, Husky Energy Inc.7 | ||
| WANG Qi, James Unit 1212, Tower C2 Oriental Plaza No. 1 East Chang An Avenue Beijing 100738 People’s Republic of China |
Chinese | Director, Potton Resources Limited | ||
| Christian Nicolas Roger SALBAING Hutchison House 5 Hester Road London SW11 4AN United Kingdom |
French | Director, Potton Resources Limited Deputy Chairman, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Ultimate Pioneer Limited | ||
| 1a. | Unless otherwise indicated, the business address of each of the named persons is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. |
| 1b. | Unless otherwise indicated, the business address of each of the named persons is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. |
| 2. | The principal business address of Cheung Kong Infrastructure Holdings Limited is 12th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of Cheung Kong Infrastructure Holdings Limited is the development, investment and operation of infrastructure businesses in Hong Kong, the Mainland, Australia and the United Kingdom. |
| 3. | The principal business address of Hongkong Electric Holdings Limited is 44 Kennedy Road, Hong Kong. The principal business of Hongkong Electric Holdings Limited is generation and supply of electricity. |
| 4. | The principal business address of Hutchison Telecommunications (Australia) Limited is Building A, 207 Pacific Highway, St. Leonards NSW 2065, Sydney, Australia. The principal business of Hutchison Telecommunications (Australia) Limited is telecommunications. |
| 5. | The principal business address of Partner Communications Company Ltd. is 8 Amal Street, Afeq Industrial Park, Rosh Ha’ayin 48103, Israel. The principal business of Partner Communications Company Ltd. is cellular mobile telephone services. |
| 6. | The principal business address of TOM Group Limited is 48/F., The Center, 99 Queen’s Road Central, Central, Hong Kong. The principal business of TOM Group Limited is the provision of internet, publishing, outdoor media, sports, television and entertainment across markets in Mainland China, Taiwan and Hong Kong. |
| 7. | The principal business address of Husky Energy Inc. is 707-8th Avenue S.W., Box 6525, Station D, Calgary, Alberta, Canada, T2P 3G7. The principal business of Husky Energy Inc. is investment in oil and gas. |
| 8. | The principal business address of Hutchison Harbour Ring Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Harbour Ring Limited is principally engaged in toy manufacturing, property investment, design, production and distribution of mobile phone accessories and other high-end electronic products as well as licencing and sourcing of consumer products. |
| 9. | The principal business address of TOM Online Inc. is 48/F., The Center, 99 Queen’s Road Central, Central, Hong Kong. The principal business of TOM Online Inc. is the provision of value-added multimedia products and services in the PRC. It delivers its products and services from its Internet portal to its users both through their mobile phones and through its websites. Its primary business activities include wireless value-added services, online advertising and commercial enterprise solutions. |
| 10. | The principal business address of Hutchison Telecommunications International Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Telecommunications International Limited is the provision of mobile and fixed-line telecommunications services. |
| 11. | The principal business address of CK Life Sciences Int’l., (Holdings) Inc. is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of CK Life Sciences Int’l., (Holdings) Inc. is the research and development, manufacturing, commercialization, marketing and selling of environmental and human health products, as well as investment in various financial and investment products. |