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CUSIP No. 00180G106 | | 13D | | Page 6 of 8 Pages |
Item 1. Security and Issuer.
This Schedule 13D relates to the Ordinary Shares of the Issuer. The Ordinary Shares of the Issuer consist of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and Class B Ordinary Shares, both with a par value of US$0.0001 per share.
The ADSs, each representing one Class A Ordinary Share, of the Issuer are listed on the New York Stock Exchange under the symbol “HKIB.”
The principal executive offices of the Issuer are located at 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
P&R Finance, Clear Radiant, Unicorn Star and Century City are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.” This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto asExhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule13d-1(k).
Century City indirectly owns 62.3% of the outstanding share capital of Paliburg Holdings Limited, a Bermuda company (“Paliburg Holdings”). Paliburg Holdings indirectly owns 66.6% of the outstanding share capital of Regal Hotels International Holdings Limited, a Bermuda company (“Regal Hotels”). Regal Hotels indirectly owns all of the outstanding share capital of Unicorn Star. Each of Paliburg Holdings and Regal Hotels also indirectly owns 50% of the outstanding share capital of P&R Holdings Limited (“P&R Holdings”). P&R Holdings directly owns all of the outstanding share capital of P&R Finance. P&R Holdings also indirectly owns 57.8% of the outstanding share capital of Cosmopolitan International Holdings Limited, a Cayman Islands company (“Cosmopolitan”), which in turn indirectly owns all of the outstanding share capital of Clear Radiant. Regal Hotels also indirectly owns 12.0% of the outstanding share capital of Cosmopolitan.
Each of Cosmopolitan, P&R Holdings, Clear Radiant, Unicorn Star, Regal Hotels, Paliburg Holdings and Century City is principally an investment holding company. The principal business of P&R Finance is financing.
The address of the principal office of each of Century City, Paliburg Holdings, Regal Hotels, P&R Holdings, Cosmopolitan, P&R Finance, Clear Radiant and Unicorn Star is at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong.
The directors of Century City are listed as follows: (i) six Executive Directors: Mr. Lo Yuk Sui, Mr. Jimmy Lo Chun To, Miss Lo Po Man, Mr. Kenneth Ng Kwai Kai, Mr. Donald Fan Tung and Mr. Kelvin Leung So Po; and (ii) three IndependentNon-Executive Directors: Mr. Anthony Chuang, Ms. Winnie Ng and Mr. Wong Chi Keung. Mr. Lo Yuk Sui is the Chairman and Chief Executive Officer of Century City. Each of Mr. Jimmy Lo Chun To and Miss Lo Po Man is a Vice Chairman of Century City. Mr. Kenneth Ng Kwai Kai is the Chief Operating Officer of Century City. The directors of P&R Finance are listed as follows: Mr. Lo Yuk Sui, Mr. Jimmy Lo Chun To, Miss Lo Po Man, Mr. Kenneth Ng Kwai Kai, Mr. Donald Fan Tung, Ms. Belinda Yeung Bik Yiu, Mr. Kenneth Wong Po Man and Mr. Allen Wan Tze Wai. The directors of Clear Radiant are listed as follows: Mr. Lo Yuk Sui, Mr. Jimmy Lo Chun To, Miss Lo Po Man, Mr. Kenneth Ng Kwai Kai, Mr. Kenneth Wong Po Man and Mr. Kelvin Leung So Po. The directors of Unicorn Star are listed as follows: Mr. Lo Yuk Sui, Mr. Jimmy Lo Chun To, Miss Lo Po Man, Mr. Kenneth Ng Kwai Kai, Mr. Donald Fan Tung, Ms. Belinda Yeung Bik Yiu and Mr. Allen Wan Tze Wai. As of the date of this statement, none of P&R Finance, Clear Radiant or Unicorn Star has any executive officers.
During the last five years, none of the Reporting Persons nor, to the best knowledge of the applicable Reporting Person, any of Paliburg Holdings, Regal Hotels, P&R Holdings, Cosmopolitan or any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.