UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | o |
| Securities Act Rule 802 (Exchange Offer) | o |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | o |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | o |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | o |
| Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | o |
| SUNDAY Communications Limited |
| (Name of Subject Company) |
| Not Applicable |
| (Translation of Subject Company’s Name into English (if applicable)) |
| Cayman Islands |
| (Jurisdiction of Subject Company’s Incorporation or Organization) |
| PCCW Limited |
| (Name of Person(s) Furnishing Form) |
| Ordinary Shares |
| (Title of Class of Subject Securities) |
| 867270209 |
| (CUSIP Number of Class of Securities (if applicable)) |
| Hui Hon Hing, Susanna, Company
Secretary, 39th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong (852) 2888 2888 |
| (Name, Address (including
zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) |
| Not Applicable |
| (Date Tender Offer/Rights Offering Commenced) |
| PART I – INFORMATION SENT TO SECURITY HOLDERS | |
| Item (1). Home Jurisdiction Documents | |
| (a) | See Exhibits I.(1)-1 and I.(1)-2. |
| (b) | Not applicable. |
| Item (2). Informational Legends | |
| Not applicable. | |
| PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS | |
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | Not applicable. |
| PART III – CONSENT TO SERVICE OF PROCESS | |
| (1) | Written irrevocable consent and power of attorney on Form F-X/A dated October 5, 2006 and filed with the Commission on October 5, 2006. |
| (2) | Not applicable. |
PART IV – SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| /S/ ALEXANDER ANTHONY ARENA |
|
|
| (Signature) |
| Alexander Anthony Arena |
| Group Chief Financial Officer |
|
|
| (Name and Title) |
| December 28, 2006 |
|
|
| (Date) |
EXHIBIT
INDEX
| Exhibits | Description |
| I.(1)-1 | Letter to shareholders of SUNDAY Communications Limited dated December 28, 2006 and published on December 28, 2006. |
| I.(1)-2 | Liquidation plan of SUNDAY Communications Limited. |