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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Tramford International Limited
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
G89935-10-3
(CUSIP Number)
Kam Wai Chun
Bank of China, Hong Kong Branch
Bank of China Tower
1 Garden Road, Central, Hong Kong
Tel. (852) 2826-6517
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2000
(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 ss.ss.240.13(d)-l(e), 240.13d-l(f) or 240.13d-1(g), check
the following box.: [ ]
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Bank of China, Hong Kong Branch
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
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NUMBER OF 7 SOLE VOTING POWER 3,523,306
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED
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BY EACH 9 SOLE DISPOSITIVE POWER 3,523,306
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,523,306
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.77%
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14 TYPE OF REPORTING PERSON BK
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Tramford International Limited
(the "Issuer"), a corporation organized under the laws of the British Virgin
Islands. The principal executive offices of the Issuer are located at c/o Jing
Tai Industrial Investment Company Limited, Room 2504, West Tower, Shun Tak
Centre, 200 Connaught Road Central, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by the Bank of
China, Hong Kong Branch (the "Bank"), a corporation formed under the laws of the
People's Republic of China. The Bank is a Chinese banking organization whose
principal offices are located at Bank of China Tower, 1 Garden Road, Central,
Hong Kong. The Bank is a state-owned organization and as such does not have a
board of directors or its equivalent. The name, business address and principal
occupation of each executive officer of the Bank are set forth on Exhibit A
hereto, which is incorporated by reference. The Bank is controlled by the Bank
of China, Head Office, a banking organization organized under the laws of the
People's Republic of China whose principal offices are located at 410 Fuchengmen
Nei Dajie, Beijing 100818, the People's Republic of China. All information in
this Schedule 13D with respect to the persons listed on Exhibit A is given to
the knowledge of the Bank.
(d) During the past five years, neither the Bank nor any of
the persons listed on Exhibit A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Bank nor any of
the persons listed on Exhibit A has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Both individuals listed in Exhibit A are citizens of the
People's Republic of China.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Bank has acquired beneficial ownership of the shares of
Common Stock listed in Item 5(a) by entering into a $2,500,000 term loan
facility (the "Loan Agreement") dated March 17, 2000 with Beijing Holdings
Limited ("Beijing Holdings"). The shares were pledged to the Bank by Beijing
Holdings as collateral pursuant to a Deed of Charge over Securities ("Deed of
Charge") dated March 20, 2000 between the Bank and Beijing Holdings.
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ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by the Bank were acquired as
security for extending to Beijing Holdings the $2,500,000 term loan facility.
Except as described in this Item 4, the Bank has not
formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer;
(c) a sale or transfer of a material amount of assets of the
Issuer;
(d) any change in the present board or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure, including, but not limited to, any plans or proposals to
make any changes in the Issuer's investment policies for which a vote is
required by Section 13 of the Investment Company Act;
(g) any changes in the Issuer's charter, by-laws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
any inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Bank will review its investment in the Issuer from time to
time and reserves the right to take or not take any action it deems to be in its
best interest or to change its intention as set forth in this Item 4.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Issuer's annual report of Form 20-F for the fiscal
year ended December 31, 1999, as filed with the Securities and Exchange
Commission on June 30, 2000 states that, as of December 31, 1999, there were
8,858,088 shares of Common Stock outstanding. The percentage set forth in this
Item 5(a) was derived using such number.
The Bank is the beneficial owner of 3,523,306 shares of Common
Stock, which constitute approximately 39.77 % of the outstanding shares of
Common Stock.
(b) The Bank has the sole power to vote the shares of Common
Stock pursuant to the Deed of Charge. In addition, pursuant to the Deed of
Charge, the Bank has the sole power to dispose of the shares of Common Stock in
the event of default under the Loan Agreement.
(c) During the last sixty days, the Bank has not effected any
purchases in the shares of Common Stock.
(d) No person other than the Bank has the right to receive or
the power to direct the receipt of dividends from the shares of Common Stock
owned by the Bank. Pursuant to the Deed of Charge, the Bank has the right to
receive all dividends from the shares of Common Stock as security for the
$2,500,000 term loan facility. Furthermore, upon an event of default under the
Deed of Charge, the Bank has the sole right to receive the proceeds from the
sale of shares of Common Stock.
(e) It is inapplicable to state the date on which the Bank
ceased to be the beneficial owner of more than five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of the Bank as of the date hereof, except to
the extent set forth herein and in the Exhibits filed herewith, the Bank does
not have any other contracts, arrangements, understandings or relationships with
any person with respect to the Common Stock of the Issuer, including but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving of withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. $2,500,000 Term Loan Facility, dated March 17, 2000 by and
between the Bank as Lender and Beijing Holdings as
Borrower.
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2. Deed of Charge over Securities dated March 20, 2000
executed by Beijing Holdings in favor of the Bank.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 24, 2000 Bank of China, Hong Kong Branch
By: /s/ Kam Wai Chun
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Name: Kam Wai Chun
Title: Officer
By: /s/ Chin Lai Ngan
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Name: Chin Lai Ngan
Title: Manager
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EXHIBIT A
The business address for both individuals listed in this
Exhibit A is c/o the Bank of China, Bank of China Tower, 1 Garden Road, Central,
Hong Kong.
MANAGEMENT / EXECUTIVE OFFICERS
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Name and Address Principal Occupation
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Mr. Liu Jinbao General Manager of the Bank of China, Hong Kong
Branch
Mr. Liang Xiaoting First Deputy General Manager of the Bank of China,
Hong Kong Branch
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