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Previous: KEMPER ADJUSTABLE RATE U S GOVERNMENT FUND, NSAR-B, EX-27, 2000-10-20 |
Next: PACIFICNET COM INC, SC 13D/A, EX-99.3, 2000-10-20 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
PacificNet.com, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
69511V 10 8
________________________________________________________________________________
(CUSIP Number)
Ms. Catherine Ma
B2B Ltd.
52/F Bank of China Tower
1 Garden Road
Hong Kong
(852)2514-0300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 11, 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 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).
1
<PAGE>
SCHEDULE 13D
---------------------- ------------------------
CUSIP NO. 69511V 10 8 Page 2 of 102 Pages
---------------------- ------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
B2B Ltd.- not applicable.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5 Not applicable.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,413,890
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,413,890
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,413,890
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not applicable. [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.3%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
---------------------- ------------------------
CUSIP NO. 69511V 10 8 Page 3 of 102 Pages
---------------------- ------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
China Internet Global Alliance Limited - not applicable.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable.
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,425,423
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,425,423
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,425,423
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable. [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
---------------------- ------------------------
CUSIP NO. 69511V 10 8 Page 4 of 102 Pages
---------------------- ------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Oei Hong Leong - not applicable.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Singapore
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 693,995
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 693,995
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
693,995
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable. [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.9%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
---------------------- ------------------------
CUSIP NO. 69511V 10 8 Page 5 of 102 Pages
---------------------- ------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Calisan Developments Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not applicable. (b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Calisan Developments Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable. [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC,CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
5
<PAGE>
SCHEDULE 13D
---------------------- ------------------------
CUSIP NO. 69511V 10 8 Page 6 of 102 Pages
---------------------- ------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Great Decision Limited - not applicable.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not applicable. (b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Great Decision Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not applicable. [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
6
<PAGE>
SCHEDULE 13D
-------------------------- ---------------------
CUSIP No. 69511V 10 8 Page 7 of 102 Pages
-------------------------- ---------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Investments Group Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable.
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Paul Y. - ITC Investments Group Limited disclaims beneficial ownership of
the shares beneficially owned by B2B Ltd. and China Internet Global
Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
SCHEDULE 13D
-------------------------- ---------------------
CUSIP No. 69511V 10 8 Page 8 of 102 Pages
-------------------------- ---------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Construction Holdings (B.V.I.) Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable.
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Paul Y. - ITC Construction Holdings (B.V.I.) Limited disclaims beneficial
ownership of the shares beneficially owned by B2B Ltd. and China Internet
Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
SCHEDULE 13D
-------------------------- ---------------------
CUSIP No. 69511V 10 8 Page 9 of 102 Pages
-------------------------- ---------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul Y. - ITC Construction Holdings Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable.
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Paul Y. - ITC Construction Holdings Limited disclaims beneficial ownership
of the shares beneficially owned by B2B Ltd. and China Internet Global
Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
SCHEDULE 13D
-------------------------- ---------------------
CUSIP No. 69511V 10 8 Page 10 of 102 Pages
-------------------------- ---------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hollyfield Group Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable.
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Western Samoa
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Hollyfield Group Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
SCHEDULE 13D
----------------------- ----------------------
CUSIP NO. 69511V 10 8 Page 11 of 102 Pages
----------------------- ----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Well Orient Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
Not applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Well Orient Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
11
<PAGE>
SCHEDULE 13D
----------------------- ----------------------
CUSIP NO. 69511V 10 8 Page 12 of 102 Pages
----------------------- ----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Powervote Technology Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
Not applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Powervote Technology Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Internet Global
Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
12
<PAGE>
SCHEDULE 13D
----------------------- ----------------------
CUSIP NO. 69511V 10 8 Page 13 of 102 Pages
----------------------- ----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hanny Magnetics (B.V.I.) Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
Not applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Hanny Magnetics (B.V.I.) Limited disclaims beneficial ownership of
the shares beneficially owned by B2B Ltd. and China Internet Global
Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
13
<PAGE>
SCHEDULE 13D
----------------------- ----------------------
CUSIP NO. 69511V 10 8 Page 14 of 102 Pages
----------------------- ----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hanny Holdings Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
Not applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Hanny Holdings Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
14
<PAGE>
SCHEDULE 13D
----------------------- ----------------------
CUSIP NO. 69511V 10 8 Page 15 of 102 Pages
----------------------- ----------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Famex Investment Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
Not applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (see Item 11 below)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Famex Investment Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------------------------------------------------------
15
<PAGE>
SCHEDULE 13D
CUSIP No. 69511V 10 8 Page 16 of 102 Pages
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mankar Assets Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5 Not Applicable [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Mankar Assets Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
16
<PAGE>
SCHEDULE 13D
CUSIP No. 69511V 10 8 Page 17 of 102 Pages
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ITC Corporation Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5 Not Applicable [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 ITC Corporation Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
17
<PAGE>
CUSIP No. 69511V 10 8 Page 18 of 102 Pages
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Galaxyway Investments Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5 Not Applicable [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Galaxyway Investments Limited disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
18
<PAGE>
SCHEDULE 13D
CUSIP No. 69511V 10 8 Page 19 of 102 Pages
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Chinaview International Limited - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 Not Applicable [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Chinaview International Limited disclaims beneficial ownership of the
shares beneficially owned by B2B Ltd. and China Internet Global Alliance
Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
19
<PAGE>
SCHEDULE 13D
CUSIP No. 69511V 10 8 Page 20 of 102 Pages
-----------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Chan Kwok Keung, Charles - not applicable
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not applicable
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 Not Applicable [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United Kingdom
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Disclaimed (see Item 11 below)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (see Item 11 below)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Chan Kwok Keung, Charles disclaims beneficial ownership of the shares
beneficially owned by B2B Ltd. and China Internet Global Alliance Limited.
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
20
<PAGE>
Note:
----
This Amendment No. 2 amends and restates a Statement on Schedule 13D filed
on August 7, 2000 on behalf of B2B Ltd., China Internet Global Alliance Limited,
and Mr. Oei Hong Leong, as previously amended and restated by Amendment No. 1
filed on October 18, 2000. This Amendment No. 2 is being filed to reflect the
addition of 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
Corporation Limited, Galaxyway Investments Limited, Chinaview International
Limited, and Mr. Chan Kwok Keung, Charles. Cover pages have been added to this
Statement for each of these parties. The inclusion of these parties shall not
be construed as an admission that such parties are, for the purposes of Section
13(d) of the Securities Exchange Act of 1934, the beneficial owners of any
securities covered by this Statement.
In addition, this Amendment No. 2 is being filed to amend the cover page
for China Internet Global Alliance Limited to reflect the acquisition of an
additional 3,900 shares of Common Stock (as defined in Item 1 below) by its
partially owned subsidiary, China Pharmaceutical Industrial Limited, and to
provide updated information in Items 4 and 5.
Items 1, 2, 3, 4, 5, 6, and 7 have been amended accordingly.
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. (the "Company"),
a Delaware corporation, with its principal executive offices at 29th Floor, 3
Lockhart Road, Wanchai, Hong Kong.
Item 2. Identity and Background.
-----------------------
This statement is filed by:
China Internet Global Alliance Limited
--------------------------------------
China Internet Global Alliance Limited ("CIGAL") is a Hong Kong company
with its principal executive and business offices located at 52/F Bank of China
Tower, 1 Garden Road, Hong Kong. The principal business of CIGAL is that of an
investment holding company with diversified interests in e-commerce and high-
tech related businesses. CIGAL has substantial investments in a wide range of
businesses in mainland China, including the manufacture of food and tires,
property investment and infrastructure.
CIGAL 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 "CIGAL Shares").
During the past five years, neither CIGAL nor, to the best knowledge of
CIGAL, any of its executive officers and directors have been convicted in a
criminal proceeding (excluding
Page 21 of 102
<PAGE>
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.
B2B Ltd.
--------
B2B Ltd., a Hong Kong company, is a wholly owned subsidiary of CIGAL, 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 52/F Bank of China Tower, 1 Garden Road, 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.
Oei Hong Leong
--------------
Mr. Oei Hong Leong, a citizen of Singapore, resides at 48A Dalvey Road,
Singapore 259452. Mr. Oei is the Chairman of CIGAL and also directly owns
693,995 shares of Common Stock. Mr. Oei resigned from the position of Chief
Executive Officer of CIGAL on October 11, 2000 in connection with the
transactions described in Item 5 of this Schedule. Mr. Oei disclaims beneficial
ownership of the CIGAL Shares.
During the past five years, Mr. Oei 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.
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 CIGAL 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 CIGAL
Shares by CIGAL and B2B Ltd. However, Calisan disclaims beneficial ownership of
the CIGAL Shares and the filing of this statement shall in no way be construed
as an admission that Calisan is, for purposes of Section
Page 22 of 102
<PAGE>
13(d) or 13(g) of the Exchange Act, the beneficial owner of the CIGAL 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.
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 CIGAL
Shares by CIGAL and B2B Ltd. However, Great Decision disclaims beneficial
ownership of the CIGAL 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 CIGAL 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 CIGAL Shares by CIGAL and B2B Ltd. However, Paul Y. Investments disclaims
beneficial ownership of the CIGAL 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 CIGAL
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
Page 23 of 102
<PAGE>
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
CIGAL Shares by CIGAL and B2B Ltd. However, Paul Y. BVI disclaims beneficial
ownership of the CIGAL 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 CIGAL Shares.
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 construction and other contracting businesses, including
contract mining, contract drilling, infrastructure services and
telecommunication facility services, property development and investment,
manufacture and trading of construction materials, as well as strategic
investment in Internet related services. 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
CIGAL Shares by CIGAL and B2B Ltd. However, Paul Y. Holdings disclaims
beneficial ownership of the CIGAL 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 CIGAL
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.
Page 24 of 102
<PAGE>
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 40.79% 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
CIGAL Shares by CIGAL and B2B Ltd. However, Hollyfield disclaims beneficial
ownership of the CIGAL 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 CIGAL 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 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 CIGAL and may, pursuant to
Rule 13d-3, be deemed to control the voting and disposition of the CIGAL Shares
by CIGAL and B2B Ltd. However, Well Orient disclaims beneficial ownership of
the CIGAL 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 CIGAL 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
Page 25 of 102
<PAGE>
13d-3, be deemed to control the voting and disposition of the CIGAL Shares by
CIGAL and B2B Ltd. However, Powervote disclaims beneficial ownership of the
CIGAL 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 CIGAL 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 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 CIGAL Shares
by CIGAL and B2B Ltd. However, Hanny BVI disclaims beneficial ownership of the
CIGAL 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 CIGAL 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 CIGAL Shares by
CIGAL and B2B Ltd. However, Hanny disclaims beneficial ownership of the CIGAL
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 CIGAL Shares.
Page 26 of 102
<PAGE>
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 21.14% of the issued shares of Hanny and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CIGAL Shares by
CIGAL and B2B Ltd. However, Famex disclaims beneficial ownership of the CIGAL
Shares and the filing of this 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 CIGAL 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 CIGAL Shares by
CIGAL and B2B Ltd. However, Mankar disclaims beneficial ownership of the CIGAL
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 CIGAL 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.
Page 27 of 102
<PAGE>
ITC Corporation Limited
-----------------------
The principal business of ITC Corporation Limited, a Bermuda company
("ITC"), is that of 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 Hollyfield and Mankar and may,
pursuant to Rule 13d-3, be deemed to control the voting and disposition of the
CIGAL Shares by CIGAL and B2B Ltd. However, ITC disclaims beneficial ownership
of the CIGAL 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 CIGAL 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 34.83% of the issued shares of ITC and may, pursuant to Rule
13d-3, be deemed to control the voting and disposition of the CIGAL Shares by
CIGAL and B2B Ltd. However, Galaxyway disclaims beneficial ownership of the
CIGAL 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 CIGAL 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.
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 CIGAL Shares
by CIGAL and B2B
Page 28 of 102
<PAGE>
Ltd. However, Chinaview disclaims beneficial ownership of the CIGAL 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 CIGAL 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 Mr. Chan Kwok Keung, Charles, a citizen of the
United Kingdom, is 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong. Mr. Chan is the: (i) Chairman of Paul Y. Holdings, ITC,
Asia Logistics Technologies Limited, and China Tire e-commerce.com Ltd., (ii)
the Managing Director of Hanny, (iii) Vice Chairman and Chief Executive Officer
of CIGAL, (iv) a director of Oxford Properties Group Inc. and (v) a non-
executive director of Downer Group Limited. Mr. Chan is also a director of Paul
Y. Investments, Paul Y. BVI, Hollyfield and Famex and is the sole director of
Galaxyway and Chinaview.
Mr. 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 CIGAL Shares
by CIGAL and B2B. However, Mr. Chan disclaims beneficial ownership of the CIGAL
Shares and the filing of this statement shall in no way be construed as an
admission that Mr. Chan is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the CIGAL Shares.
During the past five years, Mr. 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 XVIII 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. and Oei Hong Leong 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) which this schedule amends (the "Acquisition"). In connection with
the Acquisition, the Company's name was changed to
Page 29 of 102
<PAGE>
"PacificNet.com, Inc." in order to reflect the primary business focus of the
Company following the Acquisition.
This amendment is being made in part to reflect a partial change in
ownership of CIGAL, the parent corporation of B2B Ltd., as a result of which
Calisan, Great Decision, Paul Y. Investments, Paul Y. BVI, Paul Y. Holdings,
Hollyfield, Well Orient, Powervote, Hanny BVI, Hanny, Famex, Mankar, ITC,
Galaxyway, Chinaview or Mr. Chan Kwok Keung could be deemed to control the
voting and disposition of the CIGAL Shares by CIGAL and B2B Ltd. pursuant to
Rule 13d-3 under the Exchange Act. Item 4 below contains a description of this
transaction.
Item 4. Purposes of Transaction.
-----------------------
As a result of the Acquisition, PacificNet became a wholly owned subsidiary
of the Company and since that time, the Company"s primary business focus has
been PacificNet"s business-to-business electronic commerce services and
solutions. In connection with the Acquisition, the Company"s Board of Directors
was increased to eight members, seven of which were appointed by the principals
of PacificNet. Thereafter, on October 4, 2000, the Company"s business of
manufacturing collectible-quality, die-cast replicas of cars, trucks, buses and
other items was sold to a group lead by the existing management of that business
in exchange for 895,765 shares of the Company"s Common Stock.
Pursuant to a sale and purchase agreement dated September 28, 2000 entered
into by Chip Lian Investments (HK) Limited, Calisan, Sanion Enterprises Limited,
Mr. Oei Hong Leong and Great Decision, Great Decision 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, 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. Further, pursuant to another
sale and purchase agreement dated September 28, 2000 entered into between Namble
Limited and Powervote, Powervote acquired shares in CIGAL representing 5.90% of
its issued share capital. All of these shares are held by Powervote"s wholly
owned subsidiary, Well Orient.
All of these interests in CIGAL were acquired for investment purposes.
In connection with these transactions, Mr. Oei Hong Leong resigned from his
positions as director of the Company, Chairman of China Tire e-commerce.com
Limited, director of Calisan and Chief Executive Officer of CIGAL on October 11,
2000. Mr. Chan Kwok Keung, Charles was subsequently elected as the Vice
Chairman and Chief Executive Officer of CIGAL. On October 11, 2000, Ms. Rosanna
Chau and Messrs. Chan Fut Yan and Lau Ko Yuen, Tom were elected as the directors
of Calisan. CIGAL intends to nominate and vote in favor of electing a person
associated with it to the Company"s Board of Directors by the end of October
2000.
Except as described in this Item 4, none of B2B Ltd., CIGAL, Mr. Oei Hong
Leong, Calisan, Great Decision, Paul Y. Investments, Paul Y. BVI, Paul Y.
Holdings, Hollyfield, Well Orient, Powervote, Hanny BVI, Hanny, Famex, Mankar,
ITC, Galaxyway, Chinaview or Mr.
Page 30 of 102
<PAGE>
Chan Kwok Keung has any plans, nor has under consideration any proposals 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, bylaws 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;
(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 27.3% of the outstanding Common Stock, and has shared
power over the voting and disposition of the CIGAL Shares with CIGAL.
CIGAL indirectly beneficially owns 2,425,423 shares of Common Stock,
representing 27.5% 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. CIGAL 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, Li Ling Xiu and
Catherine Ma Wai Man of 52/F Bank of China Tower, 1 Garden Road, Hong
Kong, and Ian
Page 31 of 102
<PAGE>
James Burton of 2/F 45 Stirling Highway, Nedlands, WA 6009, Australia.
Mr. Oei Hong Leong is the beneficial owner of 693,995 shares of Common
Stock, representing 7.9% of the outstanding Common Stock, and has sole
voting and dispositive power over those shares. Mr. Oei disclaims
beneficial ownership of the CIGAL Shares.
Calisan, through its ownership of 17.45% of the issued shares of
CIGAL, may be deemed to share voting and dispositive power over the
2,425,423 shares of Common Stock indirectly beneficially owned by
CIGAL, 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
CIGAL, 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 CIGAL, 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 CIGAL, 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 of Common Stock indirectly beneficially owned by
CIGAL, however, pursuant to Rule 13d-4, Paul Y. Holdings expressly
disclaims beneficial ownership of such shares.
Hollyfield, through its ownership of 40.79% 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
CIGAL, 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
CIGAL, may be deemed to share voting and dispositive power over the
2,425,423 shares of Common Stock indirectly beneficially owned by
CIGAL, 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
Page 32 of 102
<PAGE>
Common Stock indirectly beneficially owned by CIGAL, 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
CIGAL, 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
CIGAL, however, pursuant to Rule 13d-4, Hanny expressly disclaims
beneficial ownership of such shares.
Famex, through its ownership of 21.14% 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 CIGAL,
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 CIGAL,
however, pursuant to Rule 13d-4, Mankar expressly disclaims beneficial
ownership of such shares.
ITC, 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 CIGAL, however, pursuant to Rule 13d-4, ITC
expressly disclaims beneficial ownership of such shares.
Galaxyway, through its ownership of 34.83% 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
CIGAL, 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
CIGAL, however, pursuant to Rule 13d-4, Chinaview expressly disclaims
beneficial ownership of such shares.
Mr. Chan Kwok Keung, Charles, 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 CIGAL, however, pursuant to Rule 13d-4, Mr. Chan
expressly disclaims beneficial ownership of such shares.
None of the persons named on Schedules I-XVII beneficially own shares
of Common Stock, other than Catherine Ma Wai Man, a director of CIGAL
and B2B, and Li Ling Xiu, a director of B2B. Ms. Ma beneficially owns
18,104 shares of Common Stock, and Ms. Li beneficially owns 60,347
shares of Common Stock,
Page 33 of 102
<PAGE>
representing 0.2% and 0.7% of the issued shares of the Company,
respectively. They each have sole power to vote and dispose of their
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 documents which have been filed as Exhibits are listed in the Exhibit
Index herein.
Page 34 of 102
<PAGE>
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: October 19, 2000 By: /s/ Ma Wai Man, Catherine
-----------------------------
Name: Ma Wai Man, Catherine
Title: Director
After reasonable inquiry and to the best of my knowledge and belief, China
Internet Global Alliance Limited certifies that the information set forth in
this statement is true, complete and correct.
FOR AND ON BEHALF OF CHINA INTERNET
GLOBAL ALLIANCE LIMITED
Dated: October 19, 2000 By: /s/ Ma Wai Man, Catherine
-----------------------------
Name: Ma Wai Man, Catherine
Title: Director
After reasonable inquiry and to the best of my knowledge and belief, I, Mr.
Oei Hong Leong, certify that the information set forth in this statement is
true, complete and correct.
Dated: October 19, 2000 /s/ Oei Hong Leong
----------------------
Name: Mr. Oei Hong Leong
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
Page 35 of 102
<PAGE>
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Executive Director
Page 36 of 102
<PAGE>
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Lui Siu Tsuen, Richard
-----------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
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: October 19, 2000 By: /s/ Lui Siu Tsuen, Richard
-----------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
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: October 19, 2000 By: /s/ Lui Siu Tsuen, Richard
-----------------------------
Name: Lui Siu Tsuen, Richard
Title: Director
Page 37 of 102
<PAGE>
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: October 19, 2000 By: /s/ Chan Kwok Hung
--------------------
Name: Chan Kwok Hung
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Director
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: October 19, 2000 By: /s/ Chau Mei Wah, Rosanna
----------------------------
Name: Chau Mei Wah, Rosanna
Title: Managing Director
Page 38 of 102
<PAGE>
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: October 19, 2000 By: /s/ Chan Kwok Keung, Charles
-------------------------------
Name: Chan Kwok Keung, Charles
Title: Director
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: October 19, 2000 By: /s/ Chan Kwok Keung, Charles
-------------------------------
Name: Chan Kwok Keung, Charles
Title: Director
After reasonable inquiry and to the best of my knowledge and belief, I, Mr.
Chan Kwok Keung, Charles, certify that the information set forth in this
statement is true, complete and correct.
Dated: October 19, 2000 /s/ Chan Kwok Keung, Charles
-------------------------------
Name: Chan Kwok Keung, Charles
Title: Director
Page 39 of 102
<PAGE>
SCHEDULE I
Executive Officers and Directors of China Internet Global Alliance Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Oei Hong Leong c/o 52/F, Bank of China Singapore Chairman, China
Tower, 1 Garden Road, Internet Global
Hong Kong Alliance Limited
Lien Kait Long c/o 52/F, Bank of China Singapore Executive Director,
Tower, 1 Garden Road, China Internet Global
Hong Kong Alliance Limited;
Director, China Energy
Holdings 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.
</TABLE>
Page 40 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Ma Wai Man, Catherine c/o 52/F, Bank of China Hong Kong Executive Director,
Tower, 1 Garden Road, China Internet Global
Hong Kong Alliance Limited;
Director, China Energy
Holdings Limited;
Director, B2B Ltd.;
Director, Australia
Net.com Limited;
Director, China
Pharmaceutical
Industrial Limited;
Director, Katmon
Limited;
Director, Carling
International Limited;
Director, Kamthorn
Limited.
Fok Kin Ning, Canning c/o 22/F, Hutchison House, Australia Non-Executive Director,
10 Harcourt Road, China Internet Global
Hong Kong Alliance Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Non-Executive Director,
Paul Y. - ITC
Construction Holdings
Limited;
Non-Executive Director,
Hanny Holdings
Limited;
Group Managing
Director, Hutchison
Whampoa Limited;
Deputy Chairman,
Cheung Kong
Infrastructure Holdings
Limited;
Deputy Chairman,
Hongkong Electric
Holdings Limited;
Non-Executive
Director, Downer
Group Limited;
Executive Director,
Cheung Kong
(Holdings) Limited.
</TABLE>
Page 41 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Edith Shih c/o 22/F, Hutchison House, Hong Kong Alternate Director,
10 Harcourt Road, Hong Kong China Internet Global
Alliance Limited;
Group Counsel and
Company Secretary,
Hutchison Whampoa
Limited.
Tang Wei, Donald c/o 52/F, Bank of China USA Independent Non-
Tower, 1 Garden Road, Executive Director,
Hong Kong China Internet Global
Alliance Limited;
Senior Managing
Director, Bear, Stearns
& Co.
Feng Chuan Chia c/o 52/F, Bank of China Singapore Independent Non-
Tower, 1 Garden Road, Executive Director,
Hong Kong China Internet Global
Alliance Limited
David Edwin Bussmann c/o 52/F, Bank of China USA Independent Non-
Tower, 1 Garden Road, Executive Director,
Hong Kong China Internet Global
Alliance Limited;
Chief Financial Officer,
AsiaCommerce (HK)
Limited.
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Vice Chairman and
51 Hung To Road, Chief Executive
Kwun Tong, Officer, China
Kowloon, Internet Global
Hong Kong Alliance Limited;
Non-Executive Director,
Downer Group
Limited;
Chairman, China Tire
e-commerce.com, Ltd.;
Director, Paul Y. -
ITC Investments
Group Limited;
Director, Paul Y. -
ITC Construction
Holdings (B.V.I.)
Limited;
Chairman, Paul Y. -
</TABLE>
Page 42 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
ITC Construction
Holdings Limited;
Director, Hollyfield
Group Limited;
Managing Director,
Hanny Holdings
Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International
Limited;
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies
Limited;
Director,
Oxford Properties
Group, Inc.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Executive Director,
51 Hung To Road China Internet Global
Kwun Tong, Kowloon Alliance Limited;
Hong Kong Director, Calisan
Developments 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,
</TABLE>
Page 43 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Famex Investment
Limited;
Director,
Mankar Assets
Limited;
Chairman, Downer
Group Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre Australia Executive Director,
51 Hung To Road China Global
Kwun Tong, Kowloon Alliance Limited;
Hong Kong Director, Oxford
Properties Group, Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments 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;
Managing Director,
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited.
</TABLE>
Page 44 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Chan Kwok Hung c/o 33/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, China Internet Global
Kwun Tong, Alliance Limited;
Kowloon, Chairman, China
Hong Kong CyberPort Limited;
Executive Director,
Hanny Holdings
Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Executive Director, ITC
Corporation Limited;
Chairman, Tung Fong
Hung (Holdings)
Limited;
Executive Director, Star
East Holdings Limited;
Executive Director, Asia
Logistics Technologies
Limited.
Allan Yap c/o 8/F, Paul Y. Centre, Canada Executive Director,
51 Hung To Road, China Internet Global
Kwun Tong, Alliance Limited;
Kowloon, Vice Chairman, China
Hong Kong Tire e-commerce.com,
Ltd.;
Director, Well Orient
Limited;
Director, Powervote
Technology Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Deputy Managing
Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Vice Chairman, Oxford
Properties Group, Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation.
</TABLE>
Page 45 of 102
<PAGE>
SCHEDULE II
Executive Officers and Directors of B2B Ltd.
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Lien Kait Long c/o 52/F, Bank of China Singapore Director, B2B Ltd.;
Tower, 1 Garden Road, Director, China Energy
Hong Kong Holdings Limited;
Director, China
Pharmaceutical
Industrial Limited;
Director, Australia
Net.com Limited;
Executive Director,
China Internet Global
Alliance Limited;
Director, Katmon
Limited;
Director, Carling
International Limited;
Director, Favour Leader
Limited;
Director, Kamthorn
Limited.
Li Ling Xiu c/o 52/F, Bank of China China Director, B2B Ltd.;
Tower, 1 Garden Road, Director, China Energy
Hong Kong Holdings Limited;
Director, China
Pharmaceutical
Industrial Limited;
Director, Katmon
Limited;
</TABLE>
Page 46 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director, Carling
International Limited;
Director, Favour Leader
Limited;
Director, Kamthorn
Limited.
Ma Wai Man, Catherine c/o 52/F, Bank of China Hong Kong Director, B2B Ltd.;
Tower, 1 Garden Road, Director, China Energy
Hong Kong Holdings Limited;
Director, China
Pharmaceutical
Industrial Limited;
Director, Australia
Net.com Limited;
Executive Director,
China Internet
Global Alliance
Limited;
Director, Katmon
Limited;
Director, Carling
International Limited;
Director, Kamthorn
Limited.
</TABLE>
Page 47 of 102
<PAGE>
SCHEDULE III
Executive Officers and Directors of Calisan Developments Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre Australia Director, Calisan
51 Hung To Road Developments
Kwun Tong, Kowloon Limited;
Hong Kong Director, Oxford
Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort 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
</TABLE>
Page 48 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Managing Director,
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Director, Calisan
51 Hung To Road, Developments
Kwun Tong, Limited;
Kowloon, Vice Chairman, China
Hong Kong CyberPort Limited;
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, Great
Decision Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Director, Calisan
51 Hung To Road Developments
Kwun Tong, Kowloon Limited;
Hong Kong Executive Director,
China Internet Global
Alliance Limited;
Director, Great
Decision Limited;
Director, Paul Y. -
ITC Investments
Group Limited;
</TABLE>
Page 49 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
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
Group Limited.
</TABLE>
Page 50 of 102
<PAGE>
SCHEDULE IV
Executive Officers and Directors of Great Decision Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Director, Great
51 Hung To Road Decision 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;
</TABLE>
Page 51 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Chairman, Downer
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chan Fut Yan c/o 31/F, Paul Y. Centre United Kingdom Director, Great
51 Hung To Road Decision Limited;
Kwun Tong, Kowloon Vice Chairman, China
Hong Kong CyberPort 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;
Executive Director,
ITC Corporation
Limited.
Chau Mei Wah, Rosanna c/o 31/F, Paul Y. Centre Australia Director, Great
51 Hung To Road Decision Limited;
Kwun Tong, Kowloon Director, Oxford
Hong Kong Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments
Limited;
Director, Paul Y. -
ITC Investments
Group Limited;
Director, Paul Y. -
ITC Construction
Holdings (B.V.I.)
</TABLE>
Page 52 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Executive Director,
Paul Y. - ITC
Construction
Holdings Limited;
Director, Hollyfield
Group Limited;
Managing Director,
ITC Corporation
Limited;
Managing Director,
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 53 of 102
<PAGE>
SCHEDULE V
Executive Officers and Directors of Paul Y. - ITC Investments Group Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Director, Paul Y. -
51 Hung To Road, ITC Investments
Kwun Tong, Group Limited;
Kowloon, Non-Executive
Hong Kong Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Paul Y. -
ITC Construction
Holdings (B.V.I.)
Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Hollyfield
Group Limited;
Managing Director,
Hanny Holdings
Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International
</TABLE>
Page 54 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies
Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Director, Paul Y. -
51 Hung To Road ITC Investments
Kwun Tong, Kowloon Group Limited;
Hong Kong Director, Calisan
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
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 55 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Director, Paul Y. -
51 Hung To Road, ITC Investments
Kwun Tong, Group Limited;
Kowloon, Director, Oxford
Hong Kong Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments
Limited;
Director, Great
Decision 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;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited.
Managing Director,
Star East Holdings
Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 56 of 102
<PAGE>
SCHEDULE VI
Executive Officers and Directors of Paul Y. - ITC Construction Holdings (B.V.I.)
Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Director, Paul Y. -
51 Hung To Road, ITC Construction
Kwun Tong, Holdings (B.V.I.)
Kowloon, Limited;
Hong Kong Non-Executive
Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Paul Y. -
ITC Investments
Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Hollyfield
Group Limited;
Managing Director,
Hanny Holdings
Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International
</TABLE>
Page 57 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies
Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Director, Paul Y. -
51 Hung To Road ITC Construction
Kwun Tong, Kowloon Holdings (B.V.I.)
Hong Kong Limited;
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
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 58 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Fok Kin Ning, Canning c/o 22/F, Hutchison House, 10 Australia Director, Paul Y. -
Harcourt Road, ITC Construction
Hong Kong Holdings (B.V.I.)
Limited;
Non-Executive
Director, China
Internet Global
Alliance Limited;
Non-Executive
Director, Paul Y. -
ITC Construction
Holdings Limited;
Non-Executive
Director, Hanny
Holdings Limited;
Group Managing
Director, Hutchison
Whampoa Limited;
Deputy Chairman,
Cheung Kong
Infrastructure
Holdings Limited;
Deputy Chairman,
Hongkong Electric
Holdings Limited;
Non-Executive
Director, Downer
Group Limited;
Executive Director,
Cheung Kong
(Holdings) Limited;
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Director, Paul Y. -
51 Hung To Road, ITC Construction
Kwun Tong, Holdings (B.V.I.)
Kowloon, Limited;
Hong Kong Vice Chairman, China
CyberPort Limited;
Director, Calisan
Developments
Limited;
Director, Great
Decision Limited;
Managing Director,
Paul Y. - ITC
Construction
Holdings Limited;
Director, Hollyfield
</TABLE>
Page 59 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Group Limited;
Director,
Famex Investment
Limited;
Executive Director,
ITC Corporation
Limited.
George Colin Magnus c/o 7/F, Cheung Kong United Director, Paul Y. -
Centre Queen's Road, Kingdom ITC Construction
Central Hong Kong Holdings (B.V.I.)
Limited;
Non-Executive
Director, Paul Y. -
ITC Construction
Holdings Limited;
Chairman, Hongkong
Electric Holdings
Limited;
Deputy Chairman,
Cheung Kong
(Holdings) Limited;
Deputy Chairman,
Cheung Kong
Infrastructure
Holdings Limited;
Executive Director,
Hutchison Whampoa
Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Director, Paul Y. -
51 Hung To Road, ITC Construction
Kwun Tong, Holdings (B.V.I.)
Kowloon, Limited;
Hong Kong Director, Oxford
Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments
Limited;
Director, Paul Y. -
ITC Investments
Group Limited;
Director, Great
</TABLE>
Page 60 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Decision Limited;
Executive Director,
Paul Y. - ITC
Construction
Holdings Limited;
Director, Hollyfield
Group Limited;
Managing Director,
ITC Corporation
Limited;
Managing Director,
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 61 of 102
<PAGE>
SCHEDULE VII
Executive Officers and Directors of Paul Y. - ITC Construction Holdings Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Chairman, Paul Y. -
51 Hung To Road, ITC Construction
Kwun Tong, Holdings Limited;
Kowloon, Non-Executive
Hong Kong Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group
Limited;
Director, Hollyfield
Group Limited;
Managing Director,
Hanny Holdings
Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director,
</TABLE>
Page 62 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Lau Ko Yuen, Tom c/o 31/F., Paul Y. Centre, United Kingdom Deputy Chairman, Paul
51 Hung To Road, Y. - ITC Construction
Kwun Tong, Holdings Limited;
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;
Director, Hollyfield
Group Limited;
Deputy Chairman,
ITC Corporation
Limited;
Director,
Famex Investment
Limited;
Director,
Mankar Assets
Limited;
Chairman, Downer
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Managing Director,
51 Hung To Road, Paul Y. - ITC
Kwun Tong, Construction Holdings
</TABLE>
Page 63 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Kowloon, Limited;
Hong Kong Vice Chairman, China
CyberPort 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;
Executive Director,
ITC Corporation
Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Executive Director,
51 Hung To Road, Paul Y. - ITC
Kwun Tong, Construction Holdings
Kowloon, Limited;
Hong Kong Director, Oxford
Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort 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;
Managing Director,
</TABLE>
Page 64 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited;
Executive Director,
China Internet Global
Alliance Limited.
George Colin Magnus c/o 7/F, Cheung Kong Centre, United Kingdom Non-Executive
2 Queen's Road, Central, Director, Paul Y. -
Hong Kong ITC Construction
Holdings Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Chairman, Hongkong
Electric Holdings
Limited;
Deputy Chairman,
Cheung Kong
(Holdings) Limited;
Deputy Chairman,
Cheung Kong
Infrastructure
Holdings Limited;
Executive Director,
Hutchison Whampoa
Limited.
Fok Kin Ning, Canning c/o 22/F, Hutchison House, Australia Non-Executive
10 Harcourt Road, Director, Paul Y. -
Hong Kong ITC Construction
Holdings Limited;
Non-Executive
Director, China
Internet Global
Alliance Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Non-Executive
Director, Hanny
Holdings
Limited;
Group Managing
</TABLE>
Page 65 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director, Hutchison
Whampoa Limited;
Deputy Chairman,
Cheung Kong
Infrastructure
Holdings Limited;
Deputy Chairman,
Hongkong Electric
Holdings Limited;
Non-Executive
Director, Downer
Group Limited;
Executive Director,
Cheung Kong
(Holdings) Limited;
Ip Tak Chuen, Edmond c/o 8/F, Cheung Kong Centre, United Kingdom Non-Executive
2 Queen's Road, Central, Director, Paul Y. -
Hong Kong ITC Construction
Holdings Limited;
Non-Executive
Director, Hanny
Holdings Limited;
Executive Director,
Cheung Kong
(Holdings) Limited;
Executive Director,
Cheung Kong
Infrastructure
Holdings Limited.
Wong Kam Cheong, Stanley c/o 29/F., Paul Y. Centre, China Non-Executive
51 Hung To Road, Director, Paul Y. -
Kwun Tong, ITC Construction
Kowloon, Holdings Limited;
Hong Kong Executive Director,
Huey Tai
International Limited;
Executive Director,
Asean Resources
Holdings Limited.
Cheung Ting Kau, Vincent c/o 15/F, Alexandra House, United Kingdom Independent Non-
16-20 Chater Road, Executive Director,
Central, Hong Kong Paul Y. - ITC
Construction Holdings
Limited;
Executive Director,
Global Food Culture
</TABLE>
Page 66 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Group Limited.
Kwok Shiu Keung, Ernest c/o Room 1006, Australia Independent Non-
Wing On Centre, Executive Director,
111 Connaught Road Central, Paul Y. - ITC
Hong Kong Construction Holdings
Limited
</TABLE>
Page 67 of 102
<PAGE>
SCHEDULE VIII
Executive Officers and Directors of Hollyfield Group Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Director, Hollyfield
51 Hung To Road, Group Limited;
Kwun Tong, Non-Executive
Kowloon, Director, Downer
Hong Kong Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Paul Y. -
ITC Construction
Holdings (B.V.I.)
Limited;
Director, Paul Y. -
ITC Investments
Group Limited;
Managing Director,
Hanny Holdings
Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International
Limited;
</TABLE>
Page 68 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies
Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Lau Ko Yuen, Tom c/o 31/F, Paul Y. Centre United Kingdom Director, Hollyfield
51 Hung To Road Group 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
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 69 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Director, Hollyfield
51 Hung To Road, Group Limited;
Kwun Tong, Vice Chairman, China
Kowloon, CyberPort 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;
Executive Director,
ITC Corporation
Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Director, Hollyfield
51 Hung To Road, Group Limited;
Kwun Tong, Director, Oxford
Kowloon, Properties Group,
Hong Kong Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments
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;
</TABLE>
Page 70 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director, Great
Decision Limited;
Managing Director,
ITC Corporation
Limited;
Managing Director,
Star East Holdings
Limited;
Director,
Mankar Assets
Limited;
Director,
Famex Investment
Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 71 of 102
<PAGE>
SCHEDULE IX
Executive Officers and Directors of Well Orient Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Allan Yap c/o 8/F, Paul Y. Centre, Canada Director, Well Orient
51 Hung To Road, Limited;
Kwun Tong, Vice Chairman, China
Kowloon, Tire e-commerce.com,
Hong Kong Ltd.;
Director, Powervote
Technology Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Deputy Managing
Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Vice Chairman, Oxford
Properties Group, Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 72 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Richard, Siu Tsuen Lui c/o 8/F., Paul Y. Centre, Hong Kong Director, Well Orient
51 Hung To Road, Limited;
Kwun Tong, Director, Powervote
Kowloon, Technology Limited;
Hong Kong Director, Hanny
Magnetics (B.V.I.)
Limited;
Chief Financial Officer,
Hanny Holdings
Limited;
Director, China
Development
Corporation Limited.
</TABLE>
Page 73 of 102
<PAGE>
SCHEDULE X
Executive Officers and Directors of Powervote Technology Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Allan Yap c/o 8/F, Paul Y. Centre, Canada Director, Powervote
51 Hung To Road, Technology Limited;
Kwun Tong, Vice Chairman, China
Kowloon, Tire e-commerce.com,
Hong Kong Ltd.;
Director, Well Orient
Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Deputy Managing
Director, Hanny
Holdings Limited;
Executive Director, ITC
Corporation Limited;
Vice Chairman, Oxford
Properties Group, Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 74 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Richard, Siu Tsuen Lui c/o 8/F., Paul Y. Centre, Hong Kong Director, Powervote
51 Hung To Road, Technology Limited;
Kwun Tong, Director, Well Orient
Kowloon, Limited;
Hong Kong Director, Hanny
Magnetics (B.V.I.)
Limited;
Chief Financial Officer,
Hanny Holdings Limited;
Director, China
Development Corporation
Limited.
</TABLE>
Page 75 of 102
<PAGE>
SCHEDULE XI
Executive Officers and Directors of Hanny Magnetics (B.V.I.) Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Allan Yap c/o 8/F., Paul Y. Centre, Canada Director, Hanny
51 Hung To Road, Magnetics (B.V.I.)
Kwun Tong, Limited;
Kowloon, Vice Chairman, China
Hong Kong Tire e-commerce.
com, Ltd.;
Director, Powervote
Technology Limited;
Director, Well Orient
Limited;
Deputy Managing
Director, Hanny
Holdings Limited;
Executive Director,
ITC Corporation Limited;
Vice Chairman,
Oxford Properties
Group, Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 76 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Chan Kwok Hung c/o 33/F., Paul Y. Centre, United Kingdom Director, Hanny
51 Hung To Road, Magnetics (B.V.I.)
Kwun Tong, Limited;
Kowloon, Chairman, China
Hong Kong CyberPort Limited;
Executive Director,
Hanny Holdings
Limited;
Executive Director,
ITC Corporation
Limited;
Chairman, Tung Fong
Hung (Holdings)
Limited;
Executive Director,
Star East Holdings
Limited;
Executive Director,
Asia Logistics
Technologies
Limited;
Executive Director,
China Internet Global
Alliance Limited.
Richard, Siu Tsuen Lui c/o 8/F., Paul Y. Centre, Hong Kong Director, Hanny
51 Hung To Road, Magnetics (B.V.I.)
Kwun Tong, Limited;
Kowloon, Director, Powervote
Hong Kong Technology Limited;
Director, Well Orient
Limited;
Chief Financial
Officer, Hanny
Holdings Limited;
Director, China
Development
Corporation Limited.
</TABLE>
Page 77 of 102
<PAGE>
SCHEDULE XII
Executive Officers and Directors of Hanny Holdings Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<CAPTION>
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.
<S> <C> <C> <C>
Richard, Siu Tsuen Lui c/o 8/F., Paul Y. Centre, Hong Kong Chief Financial Officer,
51 Hung To Road, Hanny Holdings Limited;
Kwun Tong, Director, Hanny
Kowloon, Magnetics (B.V.I.)
Hong Kong Limited;
Director, Powervote
Technology Limited;
Director, Well Orient
Limited;
Director, China
Development
Corporation Limited.
Chan Kwok Keung, Charles c/o 33/F., Paul Y. Centre, United Kingdom Managing Director,
51 Hung To Road, Hanny Holdings
Kwun Tong, Limited;
Kowloon, Non-Executive
Hong Kong Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Hollyfield
Group Limited;
Chairman, Paul Y. - ITC
Construction Holdings
Limited;
Director, Paul Y. - ITC
</TABLE>
Page 78 0f 102
<PAGE>
<TABLE>
<S> <C> <C>
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group Limited;
Chairman, ITC
Corporation Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Director,
Famex Investment Limited;
Chairman, Asia
Logistics Technologies
Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China Internet
Global Alliance
Limited.
Allan Yap c/o 8/F., Paul Y. Centre, Canada Deputy Managing
51 Hung To Road, Director, Hanny
Kwun Tong, Holdings Limited;
Kowloon, Vice Chairman, China
Hong Kong Tire e-commerce.
com, Ltd.;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Director, Powervote
Technology Limited;
Director, Well Orient
Limited;
Executive Director, ITC
Corporation Limited;
Vice Chairman, Oxford
Properties Group, Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation;
Executive Director,
China Internet Global
</TABLE>
Page 79 of 102
<PAGE>
<TABLE>
<S> <C> <C>
Alliance Limited.
Chan Kwok Hung c/o 33/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, Hanny Holdings
Kwun Tong, Limited;
Kowloon, Chairman, China
Hong Kong CyberPort Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Executive Director, ITC
Corporation Limited;
Chairman, Tung Fong
Hung (Holdings)
Limited;
Executive Director, Star
East Holdings Limited;
Executive Director, Asia
Logistics Technologies
Limited;
Executive Director,
China Internet Global
Alliance Limited.
Cheung Kwok Wah, Ken c/o 33/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, Hanny Holdings
Kwun Tong, Limited;
Kowloon, Executive Director,
Hong Kong ITC Corporation
Limited;
Vice Chairman and
Managing Director,
Tung Fong Hung
(Holdings) Limited.
Yuen Tin Fan, Francis c/o 41/F, Hong Kong Telecom United Kingdom Chairman, and
Tower, Taikoo Place, Independent Non-
Quarry Bay, Executive Director,
Hong Kong Hanny Holdings
Limited
Fok Kin Ning, Canning c/o 22/F, Hutchison House, Australia Non-Executive Director,
10 Harcourt Road, Hanny Holdings
Hong Kong Limited;
Non-Executive Director,
Paul Y. - ITC
Construction Holdings
Limited;
Non-Executive Director,
</TABLE>
Page 80 of 102
<PAGE>
<TABLE>
<S> <C> <C>
China Internet
Global Alliance
Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Group Managing
Director, Hutchison
Whampoa Limited;
Deputy Chairman,
Cheung Kong
Infrastructure Holdings
Limited;
Deputy Chairman,
Hongkong Electric
Holdings Limited;
Non-Executive
Director, Downer
Group Limited;
Executive Director,
Cheung Kong
(Holdings) Limited.
Ip Tak Chuen, Edmond c/o 8/F, Cheung Kong Centre, United Kingdom Non-Executive Director,
2 Queen's Road Central, Hong Hanny Holdings
Kong Limited;
Non-Executive Director,
Paul Y. - ITC
Construction Holdings
Limited;
Executive Director,
Cheung Kong
(Holdings) Limited;
Executive Director,
Cheung Kong
Infrastructure Holdings
Limited.
Cheung Hon Kit c/o 33/F., Paul Y. Centre, Hong Kong Non-Executive Director,
51 Hung To Road, Hanny Holdings
Kwun Tong, Limited;
Kowloon, Independent Non-
Hong Kong Executive Director,
ITC Corporation
Limited;
Director, Emperor
International Holdings
Limited;
Director, Huey Tai
</TABLE>
Page 81 of 102
<PAGE>
<TABLE>
<S> <C> <C>
International Limited.
Ma Si Hang, Frederick c/o 41/F, Exchange Square, Canada Independent Non-
Central, Executive Director,
Hong Kong Hanny Holdings
Limited;
Managing Director and
Asia Area Executive,
The Chase Manhattan
Private Bank
Tsang Link Carl, Brian c/o 9/F, The Bank of East Hong Kong Independent Non-
Asia Building, 10 Des Voeux Executive Director,
Road, Central, Hanny Holdings
Hong Kong Limited;
Partner, Iu, Lai
& Li, Solicitors and
Notaries
Dorothy Law c/o 33/F., Paul Y. Centre, Canada Corporate Counsel,
51 Hung To Road, Hanny Holdings
Kwun Tong, Limited;
Kowloon, Director, China Tire
Hong Kong e-commerce.com Ltd.;
Director and Vice
President, Legal and
Corporate Secretary,
Burcon NutraScience
Corporation.
</TABLE>
Page 82 of 102
<PAGE>
SCHEDULE XIII
Executive Officers and Directors of Famex Investment Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<S> <C> <C> <C>
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,
51 Hung To Road, Famex Investment
Kwun Tong, Limited;
Kowloon, Non-Executive
Hong Kong Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Chairman,
ITC Corporation
Limited;
Managing Director,
Hanny Holdings
Limited;
Director, Hollyfield
Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group
Limited;
</TABLE>
Page 83 of 102
<PAGE>
<TABLE>
<S> <C> <C>
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
Chairman, Asia
Logistics
Technologies Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Director,
51 Hung To Road, Famex Investment
Kwun Tong, Limited;
Kowloon, Vice Chairman, China
Hong Kong CyberPort Limited;
Director, Calisan
Developments
Limited;
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, Great
Decision Limited.
Lau Ko Yuen, Tom c/o 31/F., Paul Y. Centre, United Kingdom Director,
51 Hung To Road, Famex Investment
Kwun Tong, Limited;
Kowloon, Director, Calisan
Hong Kong Developments
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Hollyfield
Group Limited;
</TABLE>
Page 84 of 102
<PAGE>
<TABLE>
<S> <C> <C>
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;
Director,
Mankar Assets
Limited;
Chairman, Downer
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Director,
51 Hung To Road, Famex Investment
Kwun Tong, Limited;
Kowloon, Director, Oxford
Hong Kong Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort Limited;
Director, Calisan
Developments
Limited;
Managing Director,
ITC Corporation
Limited;
Managing 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;
</TABLE>
Page 85 of 102
<PAGE>
<TABLE>
<S> <C> <C>
Director, Paul Y. - ITC
Investments Group
Limited;
Director, Great
Decision Limited;
Director,
Mankar Assets
Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chan Kwok Hung c/o 33/F., Paul Y. Centre, United Kingdom Director,
51 Hung To Road, Famex Investment
Kwun Tong, Limited;
Kowloon, Chairman, China
Hong Kong CyberPort Limited;
Executive Director,
ITC Corporation
Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Executive Director,
Hanny Holdings
Limited;
Chairman, Tung Fong
Hung (Holdings)
Limited;
Executive Director,
Star East Holdings
Limited;
Executive Director,
Asia Logistics
Technologies Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 86 of 102
<PAGE>
SCHEDULE XIV
Executive Officers and Directors of Mankar Assets Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<S> <C> <C> <C>
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,
51 Hung To Road, Mankar Assets
Kwun Tong, Limited;
Kowloon, Director, Calisan
Hong Kong Developments
Limited;
Director, Calisan
Developments
Limited;
Deputy Chairman, ITC
Corporation Limited;
Director, Hollyfield
Group 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;
Director,
Famex Investment
</TABLE>
Page 87 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Chairman, Downer
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Director,
51 Hung To Road, Mankar Assets
Kwun Tong, Limited;
Kowloon, Director, Oxford
Hong Kong Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort 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;
Managing Director,
Star East Holdings
Limited;
Executive Director,
China Internet Global
Alliance Limited.
</TABLE>
Page 88 of 102
<PAGE>
SCHEDULE XV
Executive Officers and Directors of ITC Corporation Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<S> <C> <C> <C>
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,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Non-Executive
Hong Kong Director, Downer
Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Managing Director,
Hanny Holdings
Limited;
Director, Hollyfield
Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group
Limited;
Director, Galaxyway
Investments Limited;
Director, Chinaview
International Limited;
</TABLE>
Page 89 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
Lau Ko Yuen, Tom c/o 31/F., Paul Y. Centre, United Kingdom Deputy Chairman, ITC
51 Hung To Road, Corporation Limited;
Kwun Tong, Director, Calisan
Kowloon, Developments
Hong Kong Limited;
Director, Hollyfield
Group 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;
Director,
Famex Investment
Limited;
Director,
Mankar Assets
Limited;
Chairman, Downer
Group Limited;
Executive Director,
China Internet Global
Alliance Limited.
Chan Fut Yan c/o 31/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Vice Chairman, China
</TABLE>
Page 90 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Hong Kong CyberPort Limited;
Director, Calisan
Developments
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, Great
Decision Limited.
Chau Mei Wah, Rosanna c/o 31/F., Paul Y. Centre, Australia Managing Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Director, Oxford
Hong Kong Properties Group,
Inc.;
Director, Burcon
NutraScience
Corporation;
Director, China
CyberPort 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
</TABLE>
Page 91 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Director,
Famex Investment
Limited;
Managing Director,
Star East Holdings
Limited;
Executive Director,
China Internet Global
Alliance Limited.
Cheung Kwok Wah, Ken c/o 33/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Executive Director,
Hong Kong Hanny Holdings
Limited;
Vice Chairman and
Managing Director,
Tung Fong Hung
(Holdings) Limited.
Chan Kwok Hung c/o 33/F., Paul Y. Centre, United Kingdom Executive Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Chairman, China
Hong Kong CyberPort Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Executive Director,
Hanny Holdings
Limited;
Chairman, Tung Fong
Hung (Holdings)
Limited;
Executive Director,
Star East Holdings
Limited;
Executive Director,
Asia Logistics
Technologies Limited;
Executive Director,
China Internet Global
Alliance Limited.
Allan Yap c/o 7/F., Paul Y. Centre, Canada Executive Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
</TABLE>
Page 92 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Kowloon, Vice Chairman, China
Hong Kong Tire e-commerce.
com, Ltd.;
Director, Powervote
Technology Limited;
Director, Well Orient
Limited;
Director, Hanny
Magnetics (B.V.I.)
Limited;
Deputy Managing
Director, Hanny
Holdings Limited;
Vice Chairman, Oxford
Properties Group,
Inc.;
Chairman and Chief
Executive Officer,
Burcon NutraScience
Corporation;
Executive Director,
China Internet Global
Alliance Limited.
Wong Kun To c/o 33/F., Paul Y. Centre, Canada Executive Director,
51 Hung To Road, ITC Corporation
Kwun Tong, Limited;
Kowloon, Executive Director,
Hong Kong Star East Holdings
Limited;
Executive Director,
STAREASTnet.com
Corporation.
Lam Shan c/o Room 906, China Executive Director,
Paul Y. Centre, ITC Corporation
51 Hung To Road, Limited;
Kwun Tong, Managing Director,
Kowloon, China CyberPort
Hong Kong Limited;
Executive Director,
Tung Fong Hung
(Holdings) Limited.
Dominic Lai c/o 9/F and 15/F, China Independent Non-
The Bank of East Asia Executive Director,
Building, 10 Des Voeux Road, ITC Corporation
Central, Hong Kong Limited;
Senior Partner, Iu, Lai
</TABLE>
Page 93 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
& Li, Solicitors and
Notaries.
Cheung Hon Kit c/o 31/F., Paul Y. Centre, Hong Kong Independent Non-
51 Hung To Road, Executive Director,
Kwun Tong, ITC Corporation
Kowloon, Limited;
Hong Kong Non-Executive
Director, Hanny
Holdings Limited;
Director, Huey Tai
International Limited;
Director, Emperor
International Holdings
Limited.
</TABLE>
Page 94 of 102
<PAGE>
SCHEDULE XVI
Executive Officers and Directors of Galaxyway Investments Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<S> <C> <C> <C>
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 Director, Galaxyway
51 Hung To Road, Investments Limited;
Kwun Tong, Non-Executive
Kowloon, Director, Downer
Hong Kong Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Chairman,
ITC Corporation
Limited;
Managing Director,
Hanny Holdings
Limited;
Director, Hollyfield
Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group
Limited;
</TABLE>
Page 95 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Director, Chinaview
International Limited;
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
</TABLE>
Page 96 of 102
<PAGE>
SCHEDULE XVII
Executive Officers and Directors of Chinaview International Limited
as of October 18, 2000
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. 2 or in Schedule XVIII for all other corporations or other
organizations.
<TABLE>
<S> <C> <C> <C>
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 Director, Chinaview
51 Hung To Road, International Limited;
Kwun Tong, Non-Executive
Kowloon, Director, Downer
Hong Kong Group Limited;
Chairman, China Tire
e-commerce.com,
Ltd.;
Director, Galaxyway
Investments Limited;
Chairman, ITC
Corporation Limited;
Managing Director,
Hanny Holdings
Limited;
Director, Hollyfield
Group Limited;
Chairman, Paul Y. -
ITC Construction
Holdings Limited;
Director, Paul Y. - ITC
Construction Holdings
(B.V.I.) Limited;
Director, Paul Y. - ITC
Investments Group
</TABLE>
Page 97 of 102
<PAGE>
<TABLE>
<S> <C> <C> <C>
Limited;
Director,
Famex Investment
Limited;
Chairman, Asia
Logistics
Technologies Limited;
Director,
Oxford Properties
Group, Inc.;
Vice Chairman and
Chief Executive
Officer, China
Internet Global
Alliance Limited.
</TABLE>
Page 98 of 102
<PAGE>
SCHEDULE XVIII
Principal Business Addresses and Principal Businesses
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Name Principal Business Address Principal Business
---- -------------------------- ------------------
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Asean Resources 29th Floor, Paul Y. Centre Property development and investment,
Holdings Limited 51 Hung To Road, Kwun Tong construction, and hotels.
Hong Kong
----------------------------------------------------------------------------------------------------------------
2. AsiaCommerce (HK) Rm 707, Edinburgh Tower Operates business-to-business Web
Limited The Landmark sites in Asia and is also involved in
15 Queen's Road Central investment holding activities.
Hong Kong
----------------------------------------------------------------------------------------------------------------
3. Asia Logistics Unit C, 21st Floor, Max Share Centre Develop and operate various sports and
Technologies Limited 367-373 King's Road, North Point recreation facilities in China.
Hong Kong
----------------------------------------------------------------------------------------------------------------
4. Australia Net.com 52/F, Bank of China Tower Investment holding.
Limited 1 Garden Road, Hong Kong
----------------------------------------------------------------------------------------------------------------
5. Bear, Stearns & Co., Three First National Plaza Investment banking.
Inc. Chicago, IL 60602
----------------------------------------------------------------------------------------------------------------
6. 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.
----------------------------------------------------------------------------------------------------------------
7. Carling 52/F, Bank of China Tower Investment holding.
International Limited 1 Garden Road, Hong Kong
----------------------------------------------------------------------------------------------------------------
8. The Chase Manhattan 41/F, One Exchange Square, Central, Banking
Private Bank Hong Kong
----------------------------------------------------------------------------------------------------------------
9. 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.
----------------------------------------------------------------------------------------------------------------
10. Cheung Kong 12th Floor, Cheung Kong Center Infrastructure development,
Infrastructure 2 Queen's Road Central investment and management, mainly
Holdings Limited Hong Kong on power plants, toll roads and toll
bridges in China, as well as its
----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 99 of 102
<PAGE>
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------
infrastructure materials business in
cement, concrete, asphalt and
aggregates in Hong Kong, China and
throughout Asia.
----------------------------------------------------------------------------------------------------------------
11. China CyberPort Room 4401, 44th Floor Investment holding with property
Limited China Resources Building interests in trading and development,
26 Harbour Road, Wanchai hotel operation and toll-road
Hong Kong development.
----------------------------------------------------------------------------------------------------------------
12. China Development 2502C Admiralty Centre, Tower I, 18 Investment holding and the provision
Corporation Limited Harcourt Road, Hong Kong of management, financial and technical
services to affiliated companies.
----------------------------------------------------------------------------------------------------------------
13. China Energy 52/F, Bank of China Tower, 1 Garden Investment holding.
Holdings Limited Road,
Hong Kong
----------------------------------------------------------------------------------------------------------------
14. China 52/F, Bank of China Tower Investment holding.
Pharmaceutical 1 Garden Road, Hong Kong
Industrial Limited
----------------------------------------------------------------------------------------------------------------
15. China Tire 29th Floor, 3 Lockhart Road Manufactures and sells tires and other
e-commerce.com Limited Wanchai, Hong Kong rubber products in both China and
other countries.
----------------------------------------------------------------------------------------------------------------
16. Downer Group Limited Level 6, NAB House, 255 George Street, Infrastructure services, contract
Sydney, NSW 2000 drilling, contract mining and civil
engineering.
----------------------------------------------------------------------------------------------------------------
17. Emperor 28th Floor, Emperor Group Centre Holding company with interests in
International Holdings 288 Hennessey Road publishing, property investment and
Limited Wanchai, Hong Kong development, hotel operations,
wholesale and retail furniture sales,
securities and financial services,
food processing, and retail men's
clothing.
----------------------------------------------------------------------------------------------------------------
18. Favour Leader 52/F, Bank of China Tower Investment holding.
Limited 1 Garden Road, 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. Hongkong Electric Electric Centre, 28 City Garden Road Holding company with interests in
Holdings Limited Hong Kong energy utilities in Hong Kong and
elsewhere, engineering consulting, and
property development.
----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 100 of 102
<PAGE>
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------
21. Huey Tai 29th Floor, Paul Y. Centre Investment holding and property
International Limited 51 Hung To Road, Kwun Tong development
Hong Kong
----------------------------------------------------------------------------------------------------------------
22. 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.
----------------------------------------------------------------------------------------------------------------
23. Iu, Lai & Li 9th and 15th Floors, Solicitors and Notaries
The Bank of East Asia Bldg.,
10 Des Voeux Road, Central
Hong Kong
----------------------------------------------------------------------------------------------------------------
24. Kamthorn Limited 52/F, Bank of China Tower Investment holding.
1 Garden Road, Hong Kong
----------------------------------------------------------------------------------------------------------------
25. Katmon Limited 52/F, Bank of China Tower Investment holding.
1 Garden Road, Hong Kong
----------------------------------------------------------------------------------------------------------------
26. Oxford Properties 120 Adelaide Street West, Suite 1700, Management of office space and other
Group, Inc. Toronto, Ontario, M5H 1T1, Canada commercial property.
----------------------------------------------------------------------------------------------------------------
27. STAREASTnet.com Units 2509-11, Paul Y. Centre, 51 Hung Provide multimedia entertainment and
Corporation To Road, Kwun Tong, Kowloon, Hong Kong life-style information to the Chinese
community worldwide, produces and
distributes original interactive
programming through its network of
vertically-integrated entertainment
portals.
----------------------------------------------------------------------------------------------------------------
28. Star East Holdings Unit 906, 9th Floor, Paul Y. Centre Engaged in entertainment-related
Limited 51 Hung To Road, Kwun Tong business, including the franchising of
Hong Kong "Star East" entertainment complexes
and "Star East" theme cafes,
production of movies, television,
documentaries and other programs and
property investment and development.
----------------------------------------------------------------------------------------------------------------
29. Tung Fong Hung Unit 2, G/F, Paul Y. Centre Retailing and wholesale of Chinese
(Holdings) Limited 51 Hung To Road, Kwun Tong medicines, health products and
Hong Kong foodstuff, manufacturing and trading
of western pharmaceutical products,
securities investment, property
investment and money lending.
----------------------------------------------------------------------------------------------------------------
</TABLE>
Page 101 of 102
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 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).
99.2 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).
99.3 Joint Filing Agreement dated October 19, 2000 among the reporting
persons listed on this Amendment No. 2.
99.4 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 Statement on
Schedule 13D which this Amendment No. 2 amends and restates).
99.5 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 Statement on Schedule
13D which this Amendment No. 2 amends and restates).
99.6 Hutch Agreement dated September 28, 2000 between Namble Limited
and Powervote Technology Limited.
Page 102 of 102
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