Schedule 13D Amendment No. 9

SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 9 Schedule 13D Amendment No. 9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 9 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

priceline.com Incorporated

(Name of Issuer)

Common Stock, par value $0.008 per share

(Title of Class of Securities)

741503106

(CUSIP Number)

Edith Shih

Hutchison Whampoa Limited

22nd Floor, Hutchison House

10 Harcourt Road

Hong Kong

(852-2128-1188)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2006

(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(b)(3) or (4), check the following box ¨.


CUSIP NO. 741503106		SCHEDULE 13D


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	HUTCHISON WHAMPOA LIMITED - Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		- 0 -
		8 SHARED VOTING POWER

		51,329 (1)
		9 SOLE DISPOSITIVE POWER

		- 0 -
		10 SHARED DISPOSITIVE POWER

		51,329 (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,329 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	Less than 1% (2)
14	TYPE OF REPORTING PERSON

	HC, CO


CUSIP NO. 741503106		SCHEDULE 13D


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	ULTIMATE PIONEER LIMITED - Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS

	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		- 0 -
		8 SHARED VOTING POWER

		- 0 -
		9 SOLE DISPOSITIVE POWER

		- 0 -
		10 SHARED DISPOSITIVE POWER

		- 0 -


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	- 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%
14	TYPE OF REPORTING PERSON

	CO


CUSIP NO. 741503106		SCHEDULE 13D


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	CHEUNG KONG (HOLDINGS) LIMITED - Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hong Kong


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		- 0 -
		8 SHARED VOTING POWER

		- 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 below))
		9 SOLE DISPOSITIVE POWER

		- 0 -
		10 SHARED DISPOSITIVE POWER

		- 0 - (excludes beneficial ownership of 51,329 shares which are disclaimed (see 11 below))


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	- 0 - Cheung Kong (Holdings) Limited expressly disclaims beneficial ownership of 51,329 shares beneficially owned by Hutchison Whampoa Limited
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%
14	TYPE OF REPORTING PERSON

	HC, CO


CUSIP NO. 741503106		SCHEDULE 13D


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	POTTON RESOURCES LIMITED - Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) x
	(b) ¨
3	SEC USE ONLY


4	SOURCE OF FUNDS

	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		- 0 -
		8 SHARED VOTING POWER

		- 0 -
		9 SOLE DISPOSITIVE POWER

		- 0 -
		10 SHARED DISPOSITIVE POWER

		- 0 -


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	- 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%
14	TYPE OF REPORTING PERSON

	CO

(1)

Includes (i) options to purchase 25,331 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock held by Mr. Ian Wade (the designee of UPL to the Issuer’s Board of Directors) and (ii) options to purchase 21,998 shares of Common Stock of the Issuer exercisable now and within 60 days from November 22, 2006 and 2,000 shares of restricted Common Stock of the Issuer held by Mr. Dominic Lai (the designee of UPL to the Issuer’s Board of Directors).

(2)	Based on 36,536,069 shares of Common Stock of the Issuer issued and outstanding as of November 22, 2006.

This statement constitutes Amendment No. 9 to the Schedule 13D originally filed with the Securities and Exchange Commission on February 26, 2001, as amended by Amendment No. 1 on June 11, 2001, Amendment No. 2 on July 10, 2001, Amendment No. 3 on September 25, 2001, Amendment No. 4 on September 28, 2001, Amendment No. 5 on November 16, 2001, Amendment No. 6 on August 5, 2002, Amendment No. 7 on August 19, 2002 and Amendment No. 8 on September 8, 2006 (collectively, the “Schedule 13D”) and is filed by Hutchison Whampoa Limited, a Hong Kong company (“HWL”); Ultimate Pioneer Limited (“UPL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of HWL; Cheung Kong (Holdings) Limited (“Cheung Kong”), a Hong Kong company and a 49.97% shareholder of HWL; and Potton Resources Limited (“PRL”), a British Virgin Islands company and an indirect wholly-owned subsidiary of Cheung Kong. Such Schedule 13D relates to the common stock, par value $0.008 per share (“Common Stock”) of priceline.com Incorporated, a Delaware corporation (the “Issuer”). Terms defined in the Schedule 13D previously filed have the same meanings in this Amendment.

Item 2. Identity and Background.

Schedules I to IV are hereby amended and restated and attached hereto and Schedules V and VI are deleted in their entirety.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

On December 4, 2006, UPL agreed to sell 1,912,406 shares of Common Stock and PRL agreed to sell 1,912,406 shares of Common Stock, all at a price of US$39.00 per share. The resulting sale proceeds for UPL and PRL will be US$74,583,834 and US$74,583,834, respectively. The sale of the shares is being underwritten by Goldman, Sachs, & Co. The sale is expected to be completed on December 7, 2006.

The shares sold were originally acquired for investment purposes only and were sold to realize the subsequent appreciation in the value of the investment. Upon completion of the sale of the above-referenced shares, Mr. Wade and Mr. Lai will resign from the Board of Directors of the Issuer.

Item 5. Interest in Securities of the Issuer.

(a) (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) - (b) Following the completion of the sales of Common Stock:

(i) HWL will beneficially own an aggregate of 51,329 shares of Common Stock, which is comprised solely of stock options exercisable by Messrs. Wade and Lai as directors of the Issuer within 60 days of November 22, 2006 and shares of restricted Common Stock, which in aggregate represent less than 1% of the issued and outstanding Common Stock. HWL will have sole power over the voting and disposition of such shares.

(ii) UPL will not beneficially own any shares of Common Stock.

(iii) Cheung Kong will not beneficially own any shares of Common Stock. Cheung Kong, through its ownership of 49.97% of the issued shares of HWL, may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by HWL. However, pursuant to Rule 13d-4 under the Exchange Act, Cheung Kong expressly disclaims beneficial ownership of such shares.

(iv) PRL will not beneficially own any shares of Common Stock.

Dominic Lai, a director of HWL and the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 25,999 shares of Common Stock, of which options to purchase 21,998 shares are exercisable by Mr. Lai within 60 days from November 22, 2006.

Mr. Ian Wade, a director of the Issuer (as the designee of UPL to the Issuer’s Board of Directors), directly owns 2,000 shares of restricted stock and options to purchase 29,332 shares of Common Stock, of which options to purchase 25,331 shares are exercisable by Mr. Wade within 60 days from November 22, 2006.

Except as described herein, none of HWL, UPL, Cheung Kong and PRL, nor, to their best knowledge, any of their respective executive officers or directors, (i) beneficially owns any securities of the Issuer as of the date hereof or (ii) has any right as of the date hereof to acquire, directly or indirectly, any beneficial ownership of any securities of the Issuer.

(c) Except as described herein, none of HWL, UPL, Cheung Kong and PRL, nor, to their best knowledge, any of their respective executive officers or directors, has effected any transaction in securities of the Issuer during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each party certifies that the information set forth in this Statement with respect to it is true, complete and correct.

Date: December 7, 2006


FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED

By:		/s/ Susan Chow
Name:		Susan Chow
Title:		Director

FOR AND ON BEHALF OF
ULTIMATE PIONEER LIMITED

By:		/s/ Susan Chow
Name:		Susan Chow
Title:		Director

FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED

By:		/s/ Pau Yee Wan, Ezra
Name:		Pau Yee Wan, Ezra
Title:		Director

FOR AND ON BEHALF OF
POTTON RESOURCES LIMITED

By:		/s/ Pau Yee Wan, Ezra
Name:		Pau Yee Wan, Ezra
Title:		Director

EXHIBIT INDEX


Exhibit No.		Description
A.		Joint Filing Statement

SCHEDULE I

Executive Officers and Directors of

Hutchison Whampoa Limited

As of November 30, 2006


Name and Business Address^1a	Citizenship	Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization
LI Ka-shing 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong	Hong Kong	Chairman, Hutchison Whampoa Limited Chairman, Cheung Kong (Holdings) Limited

LI Tzar Kuoi, Victor 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong	Hong Kong	Deputy Chairman and Executive Director, Hutchison Whampoa Limited Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited Chairman, Cheung Kong Infrastructure Holdings Limited² Chairman, CK Life Sciences Int’l., (Holdings) Inc.¹¹ Co-Chairman, Husky Energy Inc.⁷ Executive Director, Hongkong Electric Holdings Limited³ Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

FOK Kin-ning, Canning	British	Group Managing Director and Executive Director, Hutchison Whampoa Limited Chairman, Hutchison Telecommunications International Limited¹⁰ Chairman, Hutchison Telecommunications (Australia) Limited⁴ Chairman, Partner Communications Company Ltd.⁵ Chairman, Hutchison Harbour Ring Limited⁸ Chairman, Hongkong Electric Holdings Limited³ Co-Chairman, Husky Energy Inc.⁷ Deputy Chairman, Cheung Kong Infrastructure Holdings Limited² Non-executive Director, Cheung Kong (Holdings) Limited

CHOW WOO Mo Fong, Susan	British	Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited Executive Director, Cheung Kong Infrastructure Holdings Limited² Executive Director, Hutchison Harbour Ring Limited⁸ Executive Director, Hongkong Electric Holdings Limited³ Director, Hutchison Telecommunications (Australia) Limited⁴ Director, Partner Communications Company Ltd.⁵ Non-executive Director, TOM Group Limited⁶ Director, Ultimate Pioneer Limited


Frank John SIXT	Canadian	Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited⁶ Chairman, TOM Online Inc.⁹ Executive Director, Cheung Kong Infrastructure Holdings Limited² Executive Director, Hongkong Electric Holdings Limited³ Director, Hutchison Telecommunications (Australia) Limited⁴ Director, Husky Energy Inc.⁷ Director, Partner Communications Company Ltd.⁵ Non-executive Director, Hutchison Telecommunications International Limited¹⁰ Non-executive Director, Cheung Kong (Holdings) Limited Director, Ultimate Pioneer Limited

LAI Kai Ming, Dominic	Canadian	Executive Director, Hutchison Whampoa Limited Deputy Chairman, Hutchison Harbour Ring Limited⁸ Director, Hutchison Telecommunications (Australia) Limited⁴

George Colin MAGNUS Private Office 701, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong	British	Non-executive Director, Hutchison Whampoa Limited Non-executive Director, Cheung Kong (Holdings) Limited Non-executive Director, Hongkong Electric Holdings Limited³ Non-executive Director, Cheung Kong Infrastructure Holdings Limited²

KAM Hing Lam 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong	Hong Kong	Executive Director, Hutchison Whampoa Limited Deputy Managing Director, Cheung Kong (Holdings) Limited Group Managing Director, Cheung Kong Infrastructure Holdings Limited² President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.¹¹ Executive Director, Hongkong Electric Holdings Limited³

The Hon. Sir Michael KADOORIE 24th Floor, St. George’s Building, 2 Ice House Street Central, Hong Kong	British	Independent Non-executive Director, Hutchison Whampoa Limited Chairman, CLP Holdings Limited (investment holding), 147 Argyle Street, Kowloon, Hong Kong Chairman, The Hongkong and Shanghai Hotels, Limited (hotel catering and real estate), 8th Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong Chairman, Heliservices (Hong Kong) Limited (provision of helicopter services), 2107 St. George’s Building, 2 Ice House Street, Central, Hong Kong

Holger KLUGE 33 Delisle Ave., Suite 509 Toronto, Ontario M4V 3C7 Canada	Canadian	Independent Non-executive Director, Hutchison Whampoa Limited Independent Non-executive Director, Husky Energy Inc.⁷ Independent Non-executive Director, Hongkong Electric Holdings Limited³ Independent Non-executive Director, Shoppers Drug Mart Corporation (licensor of full-service retail drug stores), 243 Consumers Road, Toronto, Ontario, M2J 4W8, Canada

Simon MURRAY Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong	British	Independent Non-executive Director, Hutchison Whampoa Limited Chairman, General Enterprise Management Services Limited (investment fund), Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong Independent Non-executive Director, Cheung Kong (Holdings) Limited


OR Ching Fai, Raymond 83 Des Voeux Road Central Hong Kong	British	Independent Non-executive Director, Hutchison Whampoa Limited Director, The Hongkong and Shanghai Banking Corporation Limited (banking), 1 Queen’s Road Central, Hong Kong Vice Chairman and Chief Executive, Hang Seng Bank Limited (banking), 83 Des Voeux Road Central, Hong Kong

William SHURNIAK Limerick, Saskatchewan Canada S0H 2P0	Canadian	Non-executive Director, Hutchison Whampoa Limited Chairman, Northern Gas Networks Limited (operation of natural gas distribution network), 1100 Century Way, Thorpe Park Business Park, Colton, Leeds LS15 8TU, United Kingdom Deputy Chairman, Husky Energy Inc.⁷

WONG Chung Hin 1225 Prince’s Building 10 Chater Road Hong Kong	British	Independent Non-executive Director, Hutchison Whampoa Limited Independent Non-executive Director, The Bank of East Asia, Limited (banking), No. 10 Des Voeux Road Central, Hong Kong Independent Non-executive Director, Hongkong Electric Holdings Limited³

SCHEDULE II

Executive Officers and Directors of

Ultimate Pioneer Limited

As of November 30, 2006


Name and Business Address^1a	Citizenship	Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization
CHOW WOO Mo Fong, Susan	British	Director, Ultimate Pioneer Limited Deputy Group Managing Director and Executive Director, Hutchison Whampoa Limited Executive Director, Cheung Kong Infrastructure Holdings Limited² Executive Director, Hutchison Harbour Ring Limited⁸ Executive Director, Hongkong Electric Holdings Limited³ Director, Hutchison Telecommunications (Australia) Limited⁴ Director, Partner Communications Company Ltd.⁵ Non-executive Director, TOM Group Limited⁶

Frank John SIXT	Canadian	Director, Ultimate Pioneer Limited Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited⁶ Chairman, TOM Online Inc.⁹ Executive Director, Cheung Kong Infrastructure Holdings Limited² Executive Director, Hongkong Electric Holdings Limited³ Director, Hutchison Telecommunications (Australia) Limited⁴ Director, Husky Energy Inc.⁷ Director, Partner Communications Company Ltd.⁵ Non-executive Director, Hutchison Telecommunications International Limited¹⁰ Non-executive Director, Cheung Kong (Holdings) Limited

HO Wai Leung, Edmond Hutchison House 5 Hester Road London SW11 4AN United Kingdom	British	Director, Ultimate Pioneer Limited Director, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Hutchison Whampoa (UK) Limited (investment holding), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Hutchison Whampoa Properties (Europe) Limited (project management), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom

Christian Nicolas Roger SALBAING Hutchison House 5 Hester Road London SW11 4AN United Kingdom	French	Director, Ultimate Pioneer Limited Deputy Chairman, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Potton Resources Limited

SNG Cheng Khoong, Robin 5000D #12-14 Marine Parade Road, Singapore 449287	Singaporean	Director, Ultimate Pioneer Limited

SCHEDULE III

Executive Officers and Directors of

Cheung Kong (Holdings) Limited

As of November 30, 2006


Name and Business Address^1b	Citizenship	Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization
LI Ka-shing	Hong Kong	Chairman, Cheung Kong (Holdings) Limited Chairman, Hutchison Whampoa Limited

LI Tzar Kuoi, Victor	Hong Kong	Managing Director and Deputy Chairman, Cheung Kong (Holdings) Limited Chairman, Cheung Kong Infrastructure Holdings Limited² Chairman, CK Life Sciences Int’l., (Holdings) Inc.¹¹ Deputy Chairman and Executive Director, Hutchison Whampoa Limited Co-Chairman, Husky Energy Inc.⁷ Executive Director, Hongkong Electric Holdings Limited³ Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong

KAM Hing Lam	Hong Kong	Deputy Managing Director, Cheung Kong (Holdings) Limited Group Managing Director, Cheung Kong Infrastructure Holdings Limited² President and Chief Executive Officer, CK Life Sciences Int’l., (Holdings) Inc.¹¹ Executive Director, Hutchison Whampoa Limited Executive Director, Hongkong Electric Holdings Limited³

IP Tak Chuen, Edmond	British	Deputy Managing Director, Cheung Kong (Holdings) Limited Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited² Senior Vice President and Chief Investment Officer, CK Life Sciences Int’l., (Holdings) Inc.¹¹ Non-executive Director, TOM Group Limited⁶ Director, Potton Resources Limited

CHUNG Sun Keung, Davy	Hong Kong	Executive Director, Cheung Kong (Holdings) Limited

PAU Yee Wan, Ezra	Hong Kong	Executive Director, Cheung Kong (Holdings) Limited Director, Potton Resources Limited

WOO Chia Ching, Grace	U.S.A.	Executive Director, Cheung Kong (Holdings) Limited

CHIU Kwok Hung, Justin	Canadian	Executive Director, Cheung Kong (Holdings) Limited

LEUNG Siu Hon 502 Aon China Building 29 Queen’s Road Central Hong Kong	British	Non-executive Director, Cheung Kong (Holdings) Limited Consultant, Messrs. S.H. Leung and Co. (solicitors’ firm), 502 Aon China Building, 29 Queen’s Road Central, Hong Kong

FOK Kin-ning, Canning 22nd Floor, Hutchison House 10 Harcourt Road Hong Kong	British	Non-executive Director, Cheung Kong (Holdings) Limited Group Managing Director and Executive Director, Hutchison Whampoa Limited Chairman, Hutchison Telecommunications International Limited¹⁰ Chairman, Hutchison Telecommunications (Australia) Limited⁴ Chairman, Partner Communications Company Ltd.⁵ Chairman, Hutchison Harbour Ring Limited⁸ Chairman, Hongkong Electric Holdings Limited³ Co-Chairman, Husky Energy Inc.⁷ Deputy Chairman, Cheung Kong Infrastructure Holdings Limited²


Frank John SIXT 22nd Floor, Hutchison House 10 Harcourt Road Hong Kong	Canadian	Non-executive Director, Cheung Kong (Holdings) Limited Group Finance Director and Executive Director, Hutchison Whampoa Limited Chairman, TOM Group Limited⁶ Chairman, TOM Online Inc.⁹ Executive Director, Cheung Kong Infrastructure Holdings Limited² Executive Director, Hongkong Electric Holdings Limited³ Director, Hutchison Telecommunications (Australia) Limited⁴ Director, Husky Energy Inc.⁷ Director, Partner Communications Company Ltd.⁵ Non-executive Director, Hutchison Telecommunications International Limited¹⁰ Director, Ultimate Pioneer Limited

CHOW Kun Chee, Roland 12/F, Prince’s Building Chater Road Hong Kong	British	Non-executive Director, Cheung Kong (Holdings) Limited Consultant, Herbert Tsoi and Partners (solicitors’ firm), 602 Aon China Building, 29 Queen’s Road Central, Hong Kong

George Colin MAGNUS Private Office 701, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong	British	Non-executive Director, Cheung Kong (Holdings) Limited Non-executive Director, Hongkong Electric Holdings Limited³ Non-executive Director, Cheung Kong Infrastructure Holdings Limited² Non-executive Director, Hutchison Whampoa Limited

KWOK Tun-li, Stanley #238-1501 West Broadway Vancouver, B.C. V6J 4Z6	Canadian	Independent Non-executive Director, Cheung Kong (Holdings) Limited Director, Amara International Investment Corporation (investment holdings), #238-1501 West Broadway Vancouver, B.C. V6J 4Z6

YEH Yuan Chang, Anthony 26th Floor, Tower A Regent Centre 63 Wo Yi Hop Road Kwai Chung Hong Kong	Hong Kong	Independent Non-executive Director, Cheung Kong (Holdings) Limited Honorary Life President, Tai Ping Carpets International Limited (carpet manufacturing), 26th Floor, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong

Simon MURRAY Suite 3601, Cheung Kong Center 2 Queen’s Road Central Hong Kong	British	Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman, General Enterprise Management Services Limited (investment fund), Suite 3601, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Independent Non-executive Director, Hutchison Whampoa Limited

CHOW Nin Mow, Albert Units 2001, 20/F, West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong	British	Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman & Managing Director, Wah Yip (Holdings) Limited (property development and investment), Units 2001 20/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong

HUNG Siu-lin, Katherine	Hong Kong	Independent Non-executive Director, Cheung Kong (Holdings) Limited

WONG Yick-ming, Rosanna Room 906, Duke of Windsor Social Service Building 15 Hennessy Road Wanchai, Hong Kong	Hong Kong	Independent Non-executive Director, Cheung Kong (Holdings) Limited Chairman, Education Commission of the Hong Kong Special Administrative Region Executive Director, Hong Kong Federation of Youth Groups (charitable organisation), Room 906, Duke of Windsor Social Service Building, 15 Hennessy Road, Wanchai, Hong Kong Director, The Hongkong and Shanghai Banking Corporation Limited (banking), No. 1 Queen’s Road Central, Hong Kong


KWAN Chiu Yin, Robert 35^th Floor, Pacific Place 1 88 Queensway Central Hong Kong	British	Independent Non-executive Director, Cheung Kong (Holdings) Limited Independent Non-executive Director, Shun Tak Holdings Limited (shipping, property, hotel, finance, restaurant and air transport), Penthouse 39/F West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong

CHEONG Ying Chew, Henry 6/F New Henry House 10 Ice House Street Central Hong Kong	British	Independent Non-executive Director, Cheung Kong (Holdings) Limited Independent Non-executive Director, Cheung Kong Infrastructure Holdings Limited² Independent Non-executive Director, Excel Technology International Holdings Limited (investment holding), 5/F., 633 King’s Road, North Point, Hong Kong Independent Non-executive Director, Forefront International Holdings Limited (trading of motor trucks, coaches and vehicles accessories, repair and maintenance and other motor vehicle related service and finance business, development of smart card system and investment holding), 1/F, Forefront Cyber Centre, 9 Fui Sha Wai Lane, Tong Yan San Tsuen, Yuen Long, N.T., Hong Kong Independent Non-executive Director, TOM Group Limited⁶ Independent Non-executive Director, Jade Asia Pacific Fund Inc. (investment fund), Walkers P O Box 265 GT, Walker House, Mary Street, George Town, Grand Cayman Non-executive Deputy Chairman, Worldsec Limited (investment holdings), Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda

SCHEDULE IV

Executive Officers and Directors of

Potton Resources Limited

As of November 30, 2006


Name and Business Address^1b	Citizenship	Present Principal Occupation or Employment, Including Name, Principal Business and Address of Each Corporation or Organization
IP Tak Chuen, Edmond	British	Director, Potton Resources Limited Deputy Managing Director, Cheung Kong (Holdings) Limited Deputy Chairman and Executive Director, Cheung Kong Infrastructure Holdings Limited² Senior Vice President and Chief Investment Officer, CK Life Sciences Int’1., (Holdings) Inc.¹¹ Non-executive Director, TOM Group Limited⁶

PAU Yee Wan, Ezra	Hong Kong	Director, Potton Resources Limited Executive Director, Cheung Kong (Holdings) Limited

YEO May Ann, Annie	Singaporean	Director, Potton Resources Limited

LAU Chin Sung, John 39/F., 707, 8th Avenue S.W. Calgary, Alberta Canada T2P 1H5	Australian	Director, Potton Resources Limited President and Chief Executive Officer, Husky Energy Inc.⁷

WANG Qi, James Unit 1212, Tower C2 Oriental Plaza No. 1 East Chang An Avenue Beijing 100738 People’s Republic of China	Chinese	Director, Potton Resources Limited

Christian Nicolas Roger SALBAING Hutchison House 5 Hester Road London SW11 4AN United Kingdom	French	Director, Potton Resources Limited Deputy Chairman, Hutchison Whampoa (Europe) Limited (consultancy services), Hutchison House, 5 Hester Road, London SW11 4AN, United Kingdom Director, Ultimate Pioneer Limited

1a.	Unless otherwise indicated, the business address of each of the named persons is 22^nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong.

1b.	Unless otherwise indicated, the business address of each of the named persons is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.

The principal business address of Cheung Kong Infrastructure Holdings Limited is 12th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of Cheung Kong Infrastructure Holdings Limited is the development, investment and operation of infrastructure businesses in Hong Kong, the Mainland, Australia and the United Kingdom.

3.	The principal business address of Hongkong Electric Holdings Limited is 44 Kennedy Road, Hong Kong. The principal business of Hongkong Electric Holdings Limited is generation and supply of electricity.

4.	The principal business address of Hutchison Telecommunications (Australia) Limited is Building A, 207 Pacific Highway, St. Leonards NSW 2065, Sydney, Australia. The principal business of Hutchison Telecommunications (Australia) Limited is telecommunications.

5.	The principal business address of Partner Communications Company Ltd. is 8 Amal Street, Afeq Industrial Park, Rosh Ha’ayin 48103, Israel. The principal business of Partner Communications Company Ltd. is cellular mobile telephone services.

The principal business address of TOM Group Limited is 48/F., The Center, 99 Queen’s Road Central, Central, Hong Kong. The principal business of TOM Group Limited is the provision of internet, publishing, outdoor media, sports, television and entertainment across markets in Mainland China, Taiwan and Hong Kong.

7.	The principal business address of Husky Energy Inc. is 707-8th Avenue S.W., Box 6525, Station D, Calgary, Alberta, Canada, T2P 3G7. The principal business of Husky Energy Inc. is investment in oil and gas.

The principal business address of Hutchison Harbour Ring Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Harbour Ring Limited is principally engaged in toy manufacturing, property investment, design, production and distribution of mobile phone accessories and other high-end electronic products as well as licencing and sourcing of consumer products.

The principal business address of TOM Online Inc. is 48/F., The Center, 99 Queen’s Road Central, Central, Hong Kong. The principal business of TOM Online Inc. is the provision of value-added multimedia products and services in the PRC. It delivers its products and services from its Internet portal to its users both through their mobile phones and through its websites. Its primary business activities include wireless value-added services, online advertising and commercial enterprise solutions.

10.	The principal business address of Hutchison Telecommunications International Limited is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong. The principal business of Hutchison Telecommunications International Limited is the provision of mobile and fixed-line telecommunications services.

11.

The principal business address of CK Life Sciences Int’l., (Holdings) Inc. is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The principal business of CK Life Sciences Int’l., (Holdings) Inc. is the research and development, manufacturing, commercialization, marketing and selling of environmental and human health products, as well as investment in various financial and investment products.