- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
13 5월 2010 - 1:50AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Rule 13e-100)
RULE 13E-3 TRANSACTION
STATEMENT UNDER
SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
Hutchison
Telecommunications International Limited
(Name of the Issuer)
Hutchison Telecommunications International Limited
Hutchison Telecommunications
Holdings Limited
Hutchison
Whampoa Limited
(Names of Persons Filing
Statement)
Ordinary Shares, par value
HK$0.25 each
American
Depositary Shares, each representing 15 Ordinary Shares
(Title of Class of
Securities)
44841T 10 7
(
American
Depositary Shares)
(CUSIP Number of Class of
Securities)
Calvin
C. Lai, Esq.
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David W. Hirsch, Esq.
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Freshfields Bruckhaus Deringer
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Cleary Gottlieb Steen & Hamilton
LLP
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11th Floor
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Bank of China Tower
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Two Exchange Square
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One Garden Road
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Hong Kong
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Hong Kong
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Tel: (852) 2846 3400
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Tel: (852) 2521 4122
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(Names, Addresses, and Telephone Numbers of Persons Authorized to Receive
Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the
appropriate box):
o
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a.
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The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the
Securities Act of 1933.
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o
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c.
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A tender offer.
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x
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d.
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None of the above.
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Check the following box if the soliciting materials
or information statement referred to in checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final
amendment reporting the results of the transaction:
o
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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US$541,186,623.59
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US$38,586.61
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*
Estimated for purposes of
calculating the filing fee only. This
calculation assumes the cancellation of 1,908,740,622 ordinary shares (either
directly or in the form of American Depositary Shares, each representing 15
ordinary shares), par value HK$0.25 each, of Hutchison
Telecommunications International Limited, which represents all ordinary shares outstanding on the
date hereof and not owned by Hutchison Telecommunications Holdings
Limited and Hutchison Telecommunications Investment Holdings Limited, at a cancellation price of
HK$2.20 per ordinary share or HK$33.00 per American Depositary Share, net in
cash, converted to US dollars for the purpose of calculating the filing fee
using the exchange rate of HK$7.7593 to US$1.00 reported by Bloomberg as of
12:00 noon in Hong Kong on March 11, 2010.
**
The amount of the filing fee,
calculated in accordance with Rule 0-11(b) under the Securities
Exchange Act of 1934, as amended, equals US$71.30 per US$1,000,000 of the
transaction valuation.
Solely for the convenience of the reader,
this document contains translations of Hong Kong dollar amounts into US dollars
and vice versa at specified rates. These
translations should not be construed as representations that the Hong Kong dollar
amounts actually represent such US dollar amounts or could be converted into US
dollars at the rates indicated or at all.
x
Check box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form of
Schedule and the date of its filing.
Amount
Previously Paid:
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US$38,586.61
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Form of
Registration No.:
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Schedule
13E-3
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Filing
Party:
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Hutchison
Telecommunications International Limited, Hutchison Telecommunications
Holdings Limited and Hutchison Whampoa Limited
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Date Filed:
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March 15, 2010
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Introduction
This Amendment No. 5 (this
Amendment
) amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 initially filed with the Securities and
Exchange Commission (
SEC
) on March 15,
2010, as amended and supplemented (the
Schedule
13E-3
), by (1)
Hutchison Telecommunications International
Limited (
HTIL
), a company incorporated in
the Cayman Islands with limited liability, (2) Hutchison
Telecommunications Holdings Limited (the
Offeror
),
a company incorporated in the British Virgin Islands with limited liability,
and (3) Hutchison Whampoa Limited (
HWL
), a company incorporated in
Hong Kong with limited liability.
All capitalized terms used in this Amendment
and not otherwise defined have the meanings ascribed to such terms in the
Schedule 13E-3, including the Scheme Document (the
Scheme Document
) attached as exhibit
(a)(3)(1) to the Schedule
13E-3.
On May 12, 2010 (Hong
Kong time), the
proposal to privatize HTIL by way of a scheme of
arrangement under the Companies Law of the Cayman Islands
was duly approved at the court meeting
and the special resolution and the ordinary resolution were duly passed at the
extraordinary general meeting of HTIL held
in relation to the proposed
privatization of HTIL
.
Item 15.
Additional Information.
Item
15 is hereby amended and supplemented as follows:
At
the Court Meeting
held
on May 12, 2010 (Hong Kong time)
:
(i) a
total number of 67
Scheme
Shareholders (all being
HTIL Independent Shareholders
)
representing 1,208,490,276 Scheme Shares (representing approximately
63.31% of the total number of Scheme Shares) attended and voted
either
in person or by proxy on a poll, of whom 59
Scheme Shareholders voted in favor of the resolution to approve the
Scheme, and 8 Scheme Shareholders voted against the resolution to approve the
Scheme;
(ii) Scheme Shareholders representing
1,202,735,417 Scheme Shares (representing (1) approximately 99.52% in
value of the Scheme Shares voted at the Court Meeting, and (2) approximately
63.01% of the total number of Scheme Shares) voted in favor of the resolution
to approve the Scheme, and Scheme Shareholders representing 5,754,859 Scheme
Shares (representing (1) approximately 0.48% in value of the Scheme Shares
voted at the Court Meeting, and (2) approximately 0.30% of the total
number of Scheme Shares) voted against the resolution to approve the Scheme;
and
(iii) HTIL Independent Shareholders
representing 1,202,735,417 Scheme Shares (representing approximately 99.52% of
the votes attaching to the Scheme Shares held by the HTIL Independent
Shareholders that were cast at the Court Meeting) voted in favor of the
resolution to approve the Scheme, and HTIL Independent Shareholders
representing 5,754,859 Scheme Shares (representing (1) approximately 0.48%
of the votes attaching to the Scheme Shares held by the HTIL Independent
Shareholders that were cast at the Court Meeting, and (2) approximately
0.36% of the votes attaching to all the Scheme Shares held by all of the HTIL
Independent Shareholders) voted against the resolution to approve the Scheme.
Accordingly, in
compliance with Section 86 of the Companies Law of the Cayman Islands and Rule 2.10
of the Takeovers Code, (1) the Scheme was duly approved by a majority in
number of the Scheme Shareholders representing not less than 75% in value of
the Scheme Shares held by the Scheme Shareholders present and voting either in
person or by proxy at the Court Meeting, (2) the Scheme was duly approved
by HTIL Independent Shareholders holding at least 75% of the votes attaching to
the Scheme Shares held by HTIL Independent Shareholders that were cast either
in person or by proxy at the Court Meeting and (3) the number of votes
cast by HTIL Independent Shareholders either in person or by proxy at the Court
Meeting against the resolution to approve the Scheme was not more than 10% of
the votes attaching to the total number of Scheme Shares held by all the HTIL
Independent Shareholders.
1
At the EGM held on May 12,
2010 (Hong Kong time),
4,432,516,056
HTIL Shares
(representing approximately
92.06% of the total number of HTIL Shares)
were voted in person or by proxy in respect of the
special resolution proposed at the EGM to approve and give effect to the
reduction of the share capital of HTIL by canceling and extinguishing the
Scheme Shares, of which:
(i)
4,426,708,722
HTIL Shares (representing approximately
99.87
% of the HTIL Shares voted in respect of
the special resolution) were voted for the special resolution; and
(ii)
5,807,334
HTIL
Shares (representing approximately
0.13
% of the HTIL Shares voted in respect of
the special resolution) were voted against the special resolution.
At the EGM held on May 12,
2010 (Hong Kong time),
4,432,358,269
HTIL Shares
(representing approximately
92.06% of the total number of HTIL Shares)
were voted in person or by proxy in respect of the
ordinary resolution proposed at the EGM to restore the issued share capital of
HTIL to the amount prior to the cancellation of the Scheme Shares and apply the
reserve created as a result of the cancellation of the Scheme Shares to pay up
in full at par such number of new HTIL Shares as is equal to the number of
Scheme Shares cancelled as a result of the Scheme, credited as fully paid, for
issuance to the Offeror, of which:
(i)
4,426,548,450
HTIL Shares (representing approximately
99.87
% of the HTIL Shares voted in respect of
the ordinary resolution) were voted for the ordinary resolution; and
(ii)
5,809,819
HTIL Shares (representing approximately
0.13%
of the HTIL Shares
voted in respect of the ordinary resolution) were voted against the ordinary
resolution.
Accordingly, (1) the
special resolution was duly passed by a majority of not less than 75% of the
votes cast by the HTIL Shareholders present and voting in person or by proxy at
the EGM and (2) the ordinary resolution was duly passed by a majority of
the votes cast by the HTIL Shareholders present and voting in person or by
proxy at the EGM.
The Scheme will
become effective only upon to the fulfillment or waiver (as applicable) of
conditions
(d) to
(g), (j) and
(k)
set out in
Part VIII of the Scheme
Document under the caption Explanatory Memorandum
3.
Conditions of the Share Proposal and the Scheme.
These conditions include, among others, the Grand Courts sanction of
the Scheme (with or without modifications).
The petition to sanction the Scheme is expected to be heard in the Grand
Court on May 21, 2010 (Cayman Islands time). HTIL Shareholders (including any beneficial
owners of such HTIL Shares who gave voting instructions to a custodian or
clearing house who subsequently voted at the Court Meeting) have the right to
appear at the court hearing. HTIL ADS
Holders who gave voting instructions to the HTIL ADS Depositary in a timely
manner also have the right to appear at the court hearing. Assuming that the conditions of the Share
Proposal and the Scheme are fulfilled (or, as applicable, waived in whole or in
part), it is expected that the Scheme will become effective on May 24,
2010 (Cayman Islands time).
The last day for dealing in
the HTIL Shares on the Stock Exchange is expected to be May 17, 2010 (Hong
Kong time), and trading in the HTIL ADSs on the NYSE is expected to be halted
at 9:30 a.m. on May 17, 2010 (New York time). If the Scheme becomes effective, the listing
of the HTIL Shares on the Stock Exchange is expected to be withdrawn at 9:30 a.m.
on May 25, 2010 (Hong Kong time), trading in the HTIL ADSs on the NYSE is
expected to be permanently suspended on May 25, 2010 (New York time) and
the delisting of the HTIL ADSs from the NYSE is expected to become effective on
June 4, 2010 (New York time).
The remaining conditions of the Share Proposal and the Scheme will have
to be fulfilled or waived, as applicable, on or before July 30, 2010 (or
such later date as the Offeror and HTIL may agree or, to the extent applicable,
as the Grand Court may direct and as may be permitted by the Takeovers Code),
failing which the Share Proposal and the Scheme will lapse.
2
Item 16.
Exhibits.
Item 16 is hereby
supplemented by the addition of the following exhibits:
Exhibit
Number
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Description
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(a)(5)(13)
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Announcement dated May 12, 2010 of HTIL
regarding the suspension of trading of HTILs Shares on the Main Board of The
Stock Exchange of Hong Kong Limited (incorporated by reference to
Exhibit 1.1 to HTILs Report on Form 6-K furnished to the SEC on
May 12, 2010
)
.
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(a)(5)(14)
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Joint Announcement dated May 12, 2010 of HTIL,
HWL and the Offeror regarding the results of the court meeting and the
extraordinary general meeting of HTIL, and the resumption of trading in HTIL
Shares (incorporated by reference to Exhibit 1.2 to HTILs Report on
Form 6-K furnished to the SEC on May 12, 2010).
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(a)(5)(15)
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Joint Press Release dated May 12, 2010 of HTIL
and HWL on the obtaining of shareholders approval for the proposed
privatization of HTIL (incorporated by reference to Exhibit 1.3 to
HTILs Report on Form 6-K furnished to the SEC on May 12, 2010).
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3
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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HUTCHISON
TELECOMMUNICATIONS INTERNATIONAL LIMITED
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By:
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/s/
Christopher John Foll
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Name:
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Christopher John Foll
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Title:
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Executive Director and
Chief Financial Officer
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Date:
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May 12
, 2010
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HUTCHISON
TELECOMMUNICATIONS HOLDINGS LIMITED
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By:
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/s/
Susan Chow
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Name:
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Susan Chow
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Title:
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Director
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Date:
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May 12
, 2010
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HUTCHISON
WHAMPOA LIMITED
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By:
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/s/
Susan Chow
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Name:
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Susan Chow
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Title:
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Deputy Group Managing
Director
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Date:
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May 12
, 2010
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Exhibit Index
Exhibit
Number
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Description
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(a)(3)(1)
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Scheme Document, dated March 15, 2010.*
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(a)(3)(2)
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Form of proxy card of the Court Meeting for
Scheme Shareholders of HTIL.*
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(a)(3)(3)
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Form of proxy card of the Extraordinary General
Meeting for Shareholders of HTIL.*
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(a)(3)(4)
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Form of voting instruction card for holders of
ADSs.*
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(a)(3)(5)
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Depositarys Notice to ADS Holders of Court Meeting
for Scheme Shareholders of HTIL, Extraordinary General Meeting for
Shareholders of HTIL, Termination of the Deposit Agreement and Closure of the
ADS Facility, dated March 15, 2010.*
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(a)(3)(6)
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Amended form of voting instruction card for holders
of ADSs (incorporated by reference to Exhibit 1.4 to HTILs Report on Form 6-K
furnished to the SEC on April 26, 2010).
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(a)(3)(7)
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Amended Depositarys Notice to ADS Holders of Court
Meeting for Scheme Shareholders of HTIL, Extraordinary General Meeting for
Shareholders of HTIL, Termination of the Deposit Agreement and Closure of the
ADS Facility.**
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(a)(5)(1)
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Announcement dated January 4, 2010 of HTIL
regarding the suspension of trading of HTILs Shares on the Main Board of The
Stock Exchange of Hong Kong Limited (incorporated by reference to Exhibit 1.1
to HTILs Report on Form 6-K furnished to the SEC on January 4,
2010
)
.
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(a)(5)(2)
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Press Release dated January 4, 2010 of HTIL
regarding the trading halt of HTILs ADSs on the New York Stock Exchange
(incorporated by reference to Exhibit 1.1 to HTILs Report on Form 6-K
furnished to the SEC on January 5, 2010).
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(a)(5)(3)
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Joint Announcement dated January 8, 2010 of
HTIL, HWL and the Offeror relating to the proposed privatization of HTIL by
the Offeror by way of a scheme of arrangement under Section 86 of the
Companies Law of the Cayman Islands (incorporated by reference to Exhibit 1.2
to HTILs Report on Form 6-K furnished to the SEC on January 8,
2010).
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(a)(5)(4)
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Joint Press Release dated January 8, 2010 of
HTIL and HWL regarding the proposed privatization of HTIL (incorporated by
reference to Exhibit 1.3 to HTILs Report on Form 6-K furnished to
the SEC on January 8, 2010).
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(a)(5)(5)
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Announcement dated January 15, 2010 of HTIL
relating to the formation of the independent board committee and the
appointment of the independent financial adviser in connection with the
proposed privatization of HTIL (incorporated by reference to Exhibit 1.1
to HTILs Report on Form 6-K furnished to the SEC on January 15,
2010).
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(a)(5)(6)
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Press Release dated January 15, 2010 of HTIL relating
to the formation of the independent board committee and the appointment of
the independent financial adviser in connection with the proposed
privatization of HTIL (incorporated by reference to Exhibit 1.2 to
HTILs Report on Form 6-K furnished to the SEC on January 15,
2010).
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(a)(5)(7)
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Joint Announcement dated January 28, 2010 of
HTIL, HWL and the Offeror relating to the extension of time for the dispatch
of the scheme document in connection with the proposed privatization of HTIL
(incorporated by reference to Exhibit 1.1 to HTILs Report on Form 6-K
furnished to the SEC on January 28, 2010).
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(a)(5)(8)
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Joint Announcement dated March 15, 2010 of
HTIL, HWL and the Offeror relating to the dispatch of the scheme document and
option proposal letters in connection with the proposed privatization of
HTIL.*
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(a)(5)(9)
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Joint Press Release dated March 14, 2010 of
HTIL and HWL relating to the dispatch of the scheme document in connection
with the proposed privatization of HTIL.*
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(a)(5)(10)
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Joint Announcement dated April 22, 2010 of
HTIL, HWL and the Offeror on closure of registers of members of HTIL and
other matters relating to the proposed privatization of HTIL by way of a
scheme of arrangement under Cayman Islands law (incorporated by reference to Exhibit 1.1
to HTILs Report on Form 6-K furnished to the SEC on April 22,
2010).
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(a)(5)(11)
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Letter dated April 27,
2010 from HTIL to its shareholders (including ADS holders) with reminder
regarding the court meeting and the extraordinary general meeting of HTIL to
be held on May 12, 2010, and certain actions to be taken, in relation to
the proposed privatization of HTIL
(incorporated by reference to Exhibit 1.1 to
HTILs Report on Form 6-K furnished to the SEC on April 26, 2010).
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(a)(5)(12)
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Joint Announcement dated May 4, 2010 of HTIL,
HWL and the Offeror regarding further amendments to the Schedule 13E-3
(incorporated by reference to Exhibit 1.1 to HTILs Report on Form 6-K
furnished to the SEC on May 4, 2010).
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(a)(5)(13)
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Announcement dated May 12, 2010 of HTIL
regarding the suspension of trading of HTILs Shares on the Main Board of The
Stock Exchange of Hong Kong Limited (incorporated by reference to Exhibit 1.1
to HTILs Report on Form 6-K furnished to the SEC on May 12, 2010
)
.
|
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(a)(5)(14)
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Joint Announcement dated May 12, 2010 of HTIL,
HWL and the Offeror regarding the results of the court meeting and the
extraordinary general meeting of HTIL, and the resumption of trading in HTIL
Shares (incorporated by reference to Exhibit 1.2 to HTILs Report on Form 6-K
furnished to the SEC on May 12, 2010).
|
|
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(a)(5)(15)
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|
Joint Press Release dated May 12, 2010 of HTIL
and HWL on the obtaining of shareholders approval for the proposed
privatization of HTIL (incorporated by reference to Exhibit 1.3 to
HTILs Report on Form 6-K furnished to the SEC on May 12, 2010).
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(b)
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None.
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(c)(1)
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Letter from Somerley Limited, the independent
financial adviser to the independent board committee of HTIL, dated March 15,
2010 (included in
Part VI Letter from the Independent
Financial Adviser to the HTIL Independent Board Committee of the Scheme
Document filed herewith as
Exhibit (a)(3)(1)).
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(c)(2)
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Presentation given by Somerley Limited, the
independent financial adviser to the independent board committee of HTIL, on February 5,
2010.*
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(c)(3)
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Letter from Asian Capital (Corporate Finance)
Limited, the independent financial adviser to the boards of HWL and the
Offeror, dated January 21, 2010.*
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(c)(4)
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Goldman Sachs Presentation, dated January 8,
2010.*
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(c)(5)
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Goldman Sachs preliminary presentation, dated January 4,
2010.***
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(d)
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None.
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* Previously filed with the Schedule 13E-3 on
March 15, 2010.
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** Previously filed with Amendment No. 2
to the Schedule 13E-3 on April 27, 2010.
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*** Previously filed with Amendment No. 3
to the Schedule 13E-3 on May 3, 2010.
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