HTX » Topics » PART III

This excerpt taken from the HTX 20-F filed May 27, 2009.

PART III

 

ITEM 17. FINANCIAL STATEMENTS

Our financial statements have been prepared in accordance with Item 18 hereof.

 

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-74.

 

ITEM 19. EXHIBITS

Pursuant to the rules and regulations of the SEC, we have filed certain agreements as exhibits to this annual report on Form 20-F. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

These excerpts taken from the HTX 20-F filed Jun 27, 2007.

Part III

 

1.

An offer by a Third Party Transferee pursuant to Clause 12.2 shall be made by notice in writing (the Third Party Offer Notice) and shall offer to purchase such proportion representing the percentage reduction of Hutchison’s shareholding in Company of the Shares then held by the PT AM Party (the PT AM Sale Shares) at not less than the price per Share (whether in cash or shares) to be paid by or on behalf of the Third Party Transferee for the relevant Shares held by Hutchison (the Third Party Offer Price) and otherwise on terms no less favourable than those offered by the Third Party Transferee to Hutchison in respect thereof.

 

2.

On receipt of the Third Party Offer Notice, the PT AM Party may sell the PT AM Sale Shares at the Third Party Offer Price by giving written notice to Hutchison and the Third Party Transferee within Fourteen (14) days of receiving the Third Party Offer Notice at the Third Party Offer Price on the terms set out in the Third Party Offer Notice and otherwise on the terms set out in the Third Party Offer Notice.

 

3.

Any transfer of the PT AM Sale Shares pursuant to Part III of Schedule 1 shall be on the following terms:

 

 

(a)

all (but not only some) of the PT AM Sale Shares will be sold and the PT AM Sale Shares will be sold free from all Encumbrances, together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the notice of exercise of the relevant option (but otherwise without any representation and warranty on the part of the PT AM Party); and

 

 

(b)

upon completion, Hutchison shall procure that the Third Party Transferee assumes, with effect from the completion date, any obligations of the PT AM Party under (and shall ensure the release or repayment of) any Counter Indemnities or any other guarantees, indemnities, loans, letters of comfort and/or counter-indemnities to third parties in relation to the funding of the business of the Company Group and receives the right to receive payment of all interest and repayment of all amounts of principal and all other rights under all loans made to any Company Group Member by the PT AM Party or, if some only of the PT AM Party’s holding of Shares are transferred, a proportion of such obligations and loans representing the proportion of the PT AM Party’s holding of Shares which have been transferred.

 

6.

The PT AM Party shall be bound (subject only to any necessary approvals of shareholders and any Governmental Approvals) to sell the PT AM Sale Shares to the Third Party Transferee on giving the Third Party Transferee notice under paragraph 2. Completion of the sale and purchase of the PT AM Sale Shares shall take place within thirty (30) days of the day on which notice is given pursuant to either paragraph 2, or if any Governmental Approvals and approvals of shareholders of the PT AM Party and the Third Party Transferee have not been obtained by the end of that period, within five (5) Business Days of the date on which the last approval or Regulatory Approval to be obtained is obtained. Each of the PT AM Party and Hutchison shall use its reasonable endeavours to obtain or provide all reasonable assistance to obtain the Governmental Approvals and all other approvals as soon as possible. If such Governmental Approvals and other approvals are not obtained or waived within sixty (60) days following the date of the Third Party Offer Notice, then the PT AM Party’s entitlement to sell the PT AM Sale Shares to the Third Party Transferee pursuant to clause 12.2 shall lapse.

 

3


PART III

 

ITEM 17. FINANCIAL STATEMENTS

Our financial statements have been prepared in accordance with Item 18 hereof.

 

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-82.

 

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Table of Contents
ITEM 19. EXHIBITS

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 20-F. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

This excerpt taken from the HTX 6-K filed Apr 10, 2007.

Part II

The Independent Board Committee has also been established to give an opinion to the Independent Shareholders in respect of the Handset Supply Agreements, the HTCL Handset Supply Annual Caps, and the Thai Marketing Annual Caps. Somerley has also been appointed as the independent financial adviser to advise us and the Independent Shareholders in respect of these matters. Details of its advice, together with the principal facts and reasons taken into consideration in arriving at such advice, are set out in their letter on pages 32 to 39 of the Circular.

Your attention is drawn to the “Letter from the Board” set out on pages 11 to 15 of, and the additional information set out in the Appendix to, the Circular.

 

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This excerpt taken from the HTX 20-F filed Jun 24, 2005.

Part III

 

1. An offer by a Third Party Transferee pursuant to Clause 12.2 shall be made by notice in writing (the Third Party Offer Notice) and shall offer to purchase such proportion representing the percentage reduction of Hutchison’s shareholding in Company of the Shares then held by the PT AM Party (the PT AM Sale Shares) at not less than the price per Share (whether in cash or shares) to be paid by or on behalf of the Third Party Transferee for the relevant Shares held by Hutchison (the Third Party Offer Price) and otherwise on terms no less favourable than those offered by the Third Party Transferee to Hutchison in respect thereof.

 

2. On receipt of the Third Party Offer Notice, the PT AM Party may sell the PT AM Sale Shares at the Third Party Offer Price by giving written notice to Hutchison and the Third Party Transferee within Fourteen (14) days of receiving the Third Party Offer Notice at the Third Party Offer Price on the terms set out in the Third Party Offer Notice and otherwise on the terms set out in the Third Party Offer Notice.

 

3. Any transfer of the PT AM Sale Shares pursuant to Part III of Schedule 1 shall be on the following terms:

 

  (a) all (but not only some) of the PT AM Sale Shares will be sold and the PT AM Sale Shares will be sold free from all Encumbrances, together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the notice of exercise of the relevant option (but otherwise without any representation and warranty on the part of the PT AM Party); and

 

  (b) upon completion, Hutchison shall procure that the Third Party Transferee assumes, with effect from the completion date, any obligations of the PT AM Party under (and shall ensure the release or repayment of) any Counter Indemnities or any other guarantees, indemnities, loans, letters of comfort and/or counter-indemnities to third parties in relation to the funding of the business of the Company Group and receives the right to receive payment of all interest and repayment of all amounts of principal and all other rights under all loans made to any Company Group Member by the PT AM Party or, if some only of the PT AM Party’s holding of Shares are transferred, a proportion of such obligations and loans representing the proportion of the PT AM Party’s holding of Shares which have been transferred.

 

4. The PT AM Party shall be bound (subject only to any necessary approvals of shareholders and any Governmental Approvals) to sell the PT AM Sale Shares to the Third Party Transferee on giving the Third Party Transferee notice under paragraph 2. Completion of the sale and purchase of the PT AM Sale Shares shall take place within thirty (30) days of the day on which notice is given pursuant to either paragraph 2, or if any Governmental Approvals and approvals of shareholders of the PT AM Party and the Third Party Transferee have not been obtained by the end of that period, within five (5) Business Days of the date on which the last approval or Regulatory Approval to be obtained is obtained. Each of the PT AM Party and Hutchison shall use its reasonable endeavours to obtain or provide all reasonable assistance to obtain the Governmental Approvals and all other approvals as soon as possible. If such Governmental Approvals and other approvals are not obtained or waived within sixty (60) days following the date of the Third Party Offer Notice, then the PT AM Party’s entitlement to sell the PT AM Sale Shares to the Third Party Transferee pursuant to clause 12.2 shall lapse.

 

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