<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
PacificNet.com, Inc.
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(Name of Issuer)
Common Stock.
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(Title of Class of Securities)
69511V 10 8
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(CUSIP Number)
B2B Ltd.
52/F Bank of China Tower
1 Garden Road
Hong Kong
(852) 2514 0300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
September 28, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /
(1) 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).
(Continued on following pages)
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CUSIP NO. 69511V 10 8 SCHEDULE 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
B2B Ltd.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Hong Kong
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,413,890
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
2,413,890
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,413,890
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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)
27.3%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 69511V 10 8 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons (Entities only)
China Internet Global Alliance Limited
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
00
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(6) Citizenship or Place of Organization
Hong Kong
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
2,425,423
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(9) Sole Dispositive Power
0
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(10) Shared Dispositive Power
2,425,423
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,425,423
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
27.5%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 69511V 10 8 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons (Entities only)
Oei Hong Leong
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
00
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(6) Citizenship or Place of Organization
Singapore
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Number of Shares (7) Sole Voting Power
Beneficially Owned 693,995
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
693,995
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
693,995
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.9%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
United States Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
Schedule 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock (the "Common Stock") of
PacificNet.com, Inc. (f/k/a Creative Master International, Inc.), a Delaware
corporation (the "Company"), with its principal executive offices at 29th Floor,
3 Lockhart Road, Wanchai, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by (i) B2B Ltd., a corporation organized
and existing under the laws of Hong Kong, with its principal executive and
business offices at 52/F Bank of China Tower, 1 Garden Road, Hong Kong, (ii)
China Internet Global Alliance Limited, a corporation organized and existing
under the laws of Hong Kong ("CIGAL"), with its principal executive and business
offices at 52/F Bank of China Tower, 1 Garden Road, Hong Kong, and (iii) Oei
Hong Leong, a citizen of Singapore, who resides at 48A Dalvey Road, Singapore
259452 (collectively, the "reporting persons"). B2B Ltd. is wholly owned by
CIGAL. Oei Hong Leong is Chairman and Chief Executive Officer and a principal
shareholder of CIGAL.
The attached Schedule I is a list of the respective executive officers
and directors of B2B Ltd. and CIGAL, persons that may be deemed to be
controlling persons of B2B Ltd. and CIGAL, and each executive officer and
director of any corporation or other person ultimately in control of these
reporting persons, which contains the following information with respect to each
person listed on such schedule:
- name and representative through which it acts, if any;
- residence address or principal business address and, if different,
address of principal office;
- principal business or present principal occupation or employment
and, if applicable, the name, principal business and address of any
corporation or other organization in which such employment is
conducted; and
- citizenship or place of organization.
During the past five years, none of the reporting persons nor, to the
best knowledge of the reporting persons, any of their respective 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 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to a sale and purchase agreement dated September 28, 2000
entered into by Chip Lian Investments (HK) Limited, Calisan Developments Limited
("Calisan"), Sanion Enterprises Limited, Mr. Oei Hong Leong and Great Decion
Limited, Great Decision Limited acquired shares in CIGAL representing 17.45% of
its issued share capital through its acquisition of the entire issued share
capital of Calisan. In addition, pursuant to a separate sale and purchase
agreement dated September 26, 2000 entered into between Mr. Oei Hong Leong, Chip
Lian Investments (HK) Limited, Calisan, Sanion Enterprises Limited and Powervote
Technology Limited ("Powervote"), as well as a supplemental agreement dated
September 28, 2000 entered into by the same parties, Powervote also acquired
shares in CIGAL representing 11.55% of its issued share capital. As a result of
these transactions, Mr. Oei no longer has any equity interest in CIGAL. Mr. Oei
intends at present to retain ownership of the shares of Common Stock owned
directly by him as reflected in Item 5 below.
Other than as described in this Item 4, none of the reporting persons
nor any person named on Schedule I hereto has plans or proposals which would
result in or relate to (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 or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the issuer or of any of its
subsidiaries; (d) any change in the present board of directors 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
by not limited to, if the issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of 1940; (g)
changes in the issuer's charter, bylaws 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 an
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 Act; or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, B2B Ltd. directly beneficially owns
2,413,890 shares of Common Stock, representing 27.3% of the class. As of the
date hereof, CIGAL indirectly beneficially owned 2,425,423 shares of Common
Stock, representing 27.5% of the class, by reason of (1) its 100% ownership
of B2B Ltd. and (2) its partial ownership of China Pharmaceutical Industrial
Limited, another subsidiary of CIGAL, which directly beneficially owns 11,533
shares of Common Stock as of the date hereof. As of the date hereof, Oei Hong
<PAGE>
Leong directly beneficially owned 693,995 shares of Common Stock,
representing 7.9% of the class. Oei Hong Leong disclaims beneficial ownership
of the shares reported herein as beneficially owned by B2B Ltd. and CIGAL.
Immediately following the transaction described in Item 4, assuming it is
completed, Oei Hong Leong would continue to directly beneficially own 693,995
shares of Common Stock, representing 7.9% of the class. None of the persons
named on Schedule I beneficially owned shares of Common Stock, other than
Catherine Ma Wai Man, Director of CIGAL, who beneficially owned 18,104 shares
of Common Stock, representing 0.2% of the class and Li Ling Xiu, who
beneficially owned 60,347 shares of Common Stock, representing 0.2% of the
class and Li Ling Xiu, who beneficially owned 60,347 shares of Common Stock,
representing 0.7% of the class.
(b) B2B Ltd. and CIGAL have shared power to vote and to dispose of
2,413,890 shares of Common Stock. China Pharmaceutical Industrial Limited and
CIGAL have shared power to vote and to dispose of 11,533 shares of Common
Stock. 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, Li Ling Xiu and Catherine Ma Wai Man of 52/F
Bank of China Tower, 1 Garden Road, Hong Kong, and Ian Jame Burton of 2/F 45
Stirling Highway, Nedlands, WA 6009, Australia. Oei Hong Leong has sole power
to vote and to dispose of 693,995 shares of Common Stock, Catherine Ma Wai
Man has sole power to vote and to dispose of 18,104 shares of Common Stock Li
Ling Xiu has sole power to vote and to dispose of 60,347 shares of Common
Stock.
(c) China Pharmaceutical Industrial Limited, located at 52/F, Bank
of China Tower, 1 Garden Road, Hong Kong, purchased on the open market 500
shares of Common Stock at US $8.00 per share on August 7, 2000, 3,000 shares
of Common Stock at US $8.8542 per share on August 8, 2000, 300 shares at US
$8.75 per share on August 11, 2000 and 100 shares of Common Stock at US $8.75
per share on August 15, 2000. As a result of these transactions, China
Pharmaceutical Industrial Limited increased its ownership from 7,633 shares
to 11,533 shares of Common Stock. Other than as described in Item 4 and as
described above, neither the reporting persons nor any person named in
Schedule I effected any transactions in the Company's Common Stock during the
past 60 days.
(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) The reporting persons are the beneficial owner of more than 5%
of the class.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 and between such persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, 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.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1) Sale and Purchase Agreement, dated as of 26th September, 2000,
among Powervote Technology Limited and Oei Hong Leong, Chip Lian
Investments(HK) Limited, Calisan Developments Limited, and Sanion Enterprises
Limited (collectively, "Mr. Oei and his associates").
2) Supplement Sale and Purchase Agreement dated 28th September,
2000, among Powervote and Mr. Oei and his associates.
3) Sale and Purchase Agreement, dated 28th September, 2000, among
Great Decision Limited and Mr. Oei and his associates.
<PAGE>
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.
October 18, 2000 B2B LTD.
By: /s/ CATHERINE MA
-------------------------------
Name: Ma Wai Man, Catherine
Its: Director
October 18, 2000 CHINA INTERNET GLOBAL ALLIANCE LIMITED
By: /s/ CATHERINE MA
-------------------------------
Name: Ma Wai Man, Catherine
Its: Director
October 18, 2000 /s/ OEI HONG LEONG
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OEI HONG LEONG
<PAGE>
SCHEDULE 1
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<TABLE>
<CAPTION>
PRINCIPAL BUSINESS OR
PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT AND IF
APPLICABLE, THE NAME,
PRINCIPAL BUSINESS AND
ADDRESS OF ANY
RESIDENCE ADDRESS OR CORPORATION OR OTHER
NAME AND PRINCIPAL BUSINESS ADDRESS ORGANIZATION IN WHICH
REPRESENTATIVE AND IF DIFFERENT, ADDRESS SAID EMPLOYMENT IS
THROUGHWHICH IT ACTS OF PRINCIPAL OFFICE CONDUCTED
<S> <C> <C>
Director
China Internet Global Alliance
Flat A, 12/F, Glory Heights, Limited & B2B Limited 52/F, Bank of
Ma Wai Man, Catherine 52 Lyttelton Road, Mid-Level, Hong Kong China Tower 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited & B2B Limited 52/F, Bank of
Lien Kait Long Garden Road, Hong Kong China Tower 1 Garden Road, Hong Kong
Director
c/o 52/F, Bank of China Tower, 1 B2B Limited 52/F, Bank of China
Li Ling Xiu Garden Road, Hong Kong Tower 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower
Fok Kin Ning Canning Garden Road, Hong Kong 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower
Feng Chuan Chia Garden Road, Hong Kong 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower
Tang Wei, Donald Garden Road, Hong Kong 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower
David Edwin Bussman Garden Road, Hong Kong 1 Garden Road, Hong Kong
Director
China Internet Global Alliance
c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower
Edith Shih Garden Road, Hong Kong 1 Garden Road, Hong Kong
</TABLE>
