Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of March 2011
Commission File Number 1-15028
China Unicom (Hong Kong) Limited
(Exact Name of Registrant as Specified in Its Charter)
75/F, The Center,
99 Queens Road Central, Hong Kong
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.)
Form 20-F þ Form 40-F o
(Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by
Regulation S-T Rule 101(b)(1):
_____.)
(Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by
Regulation S-T Rule 101(b)(7):
_____.)
(Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes o No þ
(If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82-_____.)
EXHIBITS
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Exhibit Number |
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1 |
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Announcement in relation to Closure of Register of Members
and Withholding and Payment of Enterprise Income Tax for
Non-resident Enterprises in respect of 2010 Final Dividend. |
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2 |
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Announcement in relation to Proposed Amendments to Articles
of Association. |
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3 |
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Announcement in respect of Change of Executive Director and
Executive Responsibilities. |
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4 |
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Announcement in relation to Notice to Holders of the
Convertible Bonds. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 30, 2011
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CHINA UNICOM (HONG KONG) LIMITED
(Registrant)
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By: |
/s/ Chang Xiaobing
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Name: |
Chang Xiaobing |
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Title: |
Chairman and Chief Executive Officer |
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Exhibit 1
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
CLOSURE OF REGISTER OF MEMBERS
AND
WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX
FOR NON-RESIDENT ENTERPRISES IN RESPECT OF
2010 FINAL DIVIDEND
China Unicom (Hong Kong) Limited (the Company) refers to the 2010 annual results announcement
made by the Company on 29 March 2011 (the 2010 Annual Results Announcement). This announcement
also constitutes a notice pursuant to section 99 of the Companies Ordinance (Chapter 32 of Laws of
Hong Kong).
The board of directors of
the Company (the Board) proposed to pay a final dividend of
RMB0.08 per share (pre-tax) for the year ended 31 December 2010 (the 2010 Final Dividend).
The 2010 Final Dividend is subject to shareholders approval at the annual general meeting of the
Company to be held on 24 May 2011.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from 20 May 2011 to 24 May 2011 (both days
inclusive), during which period no transfer of shares of the Company will be registered. In order
to qualify for (i) attendance and voting at the Annual General Meeting to be held on Tuesday, 24
May 2011 (or any adjournment thereof) and (ii) the proposed 2010 Final
Dividend, all transfers, accompanied by the relevant certificates, must be lodged with the
Companys Share Registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell
Centre, 183 Queens Road East, Wan Chai, Hong Kong by no later than 4:30 p.m. of 19 May 2011. The
2010 Final Dividend is expected to be paid in Hong Kong dollars on or about 22 June 2011 to those
members registered in the Companys register of members as at 24 May 2011 (the Record Date).
WITHHOLDING OF ENTERPRISE INCOME TAX
Pursuant to (i) the Notice Regarding Matters on Determination of Tax Residence Status of
Chinese-controlled Offshore Incorporated Enterprises under Rules of Effective Management (the
Notice) issued by the State Administration of Taxation of the Peoples Republic of China (the
SAT); (ii) the Enterprise Income Tax Law of the Peoples Republic of China (the Enterprise
Income Tax Law) and the Detailed Rules for the Implementation of the Enterprise Income Tax Law of
the Peoples Republic of China (the Implementation Rules); and (iii) information obtained from
the SAT, the Company is required to withhold and pay enterprise income tax when it pays the 2010
Final Dividend to its non-resident enterprise shareholders. The enterprise income tax is 10% on the
amount of dividend paid to non-resident enterprise shareholders (the Enterprise Income Tax), and
the withholding and payment obligation lies with the Company.
As a result of the foregoing, in respect of any shareholders whose names appear on the Companys
register of members on the Record Date and who are not individuals (including HKSCC Nominees
Limited, other custodians, corporate nominees and trustees such as securities companies and banks,
and other entities or organisations), the Company will distribute the 2010 Final Dividend payable
to them after deducting the amount of Enterprise Income Tax payable on such dividend.
In respect of any shareholders whose names appear on the Companys register of members on the
Record Date and who are individual shareholders, there will be no deduction of Enterprise Income
Tax from the dividend payable.
Shareholders who are not individual shareholders listed on the Companys register of members and
who (i) are resident enterprises of the Peoples Republic of China (the PRC) (as defined in the
Enterprise Income Tax Law), or (ii) are enterprises deemed to be resident enterprises of the PRC in
accordance with the Notice, and who, in each case, do not desire to have the Company withhold
Enterprise Income Tax from their 2010 Final Dividend, should lodge with the Companys Share
Registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183
Queens Road East, Wan Chai, Hong Kong at or before 4:30 p.m. of 19 May 2011, and present the
documents from such shareholders governing tax authority in the PRC confirming that the Company is
not required to withhold and pay Enterprise Income Tax in respect of the dividend that such
shareholder is entitled to.
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IMPORTANT NOTICE
Investors should read this announcement carefully. If any investor would like to change the
identity of the holders in the register of members, please enquire about the relevant procedures
with the nominees or trustees. The Company will withhold for payment of the enterprise income tax
for its non-resident enterprise shareholders strictly in accordance with the relevant laws and
requirements of the relevant government agencies and adhere strictly to the information set out in
the Companys register of members on the Record Date. The Company assumes no liability whatsoever
in respect of and will not process any claims, arising from any delay in, or inaccurate
determination of, the status of the shareholders, or any disputes over the mechanism of
withholding.
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By Order of the Board |
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CHINA UNICOM (HONG KONG) LIMITED |
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Chu Ka Yee |
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Company Secretary |
Hong Kong, 29 March 2011
As at the date of this announcement, the Board comprises:
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Executive Directors:
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Chang Xiaobing, Lu Yimin, Zuo Xunsheng and Tong Jilu |
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Non-executive Director:
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Cesareo Alierta Izuel |
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Independent Non-executive Directors:
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Cheung Wing Lam Linus, Wong Wai Ming, John Lawson
Thornton, Timpson Chung Shui Ming and Cai Hongbin |
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Exhibit 2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
In view of the commencement of Part 6 of the Companies (Amendment) Ordinance 2010 relating to the
use of electronic means or website for communications with shareholders of a company, the board of
directors of China Unicom (Hong Kong) Limited (the Company) proposes that certain amendments be
made to the relevant provisions of the articles of association of the Company (the Articles)
relating to the use of electronic means and the Companys website for communications with
shareholders to conform to the amendments to the Companies Ordinance. A circular containing, among
other things, details of the proposed amendments to the Articles will be despatched along with the
notice of the AGM (as defined below) and the related form of proxy, to the shareholders of the
Company (the Shareholders) as soon as practicable after the date of this announcement.
Pursuant to the Articles and applicable law, the proposed amendments to the Articles are subject to
the approval of the Shareholders by way of special resolutions at the annual general meeting
(AGM) to be held on 24 May 2011.
None of the Shareholders has a material interest in the proposed amendments to the Articles.
Accordingly, none of the Shareholders are required to abstain from voting at the AGM on the
resolution relating to such matter.
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By Order of the Board |
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CHINA UNICOM (HONG KONG) LIMITED |
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CHU KA YEE |
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Company Secretary |
Hong Kong, 29 March 2011
As at the date of this announcement, the Board comprises:
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Executive Directors:
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Chang Xiaobing, Lu Yimin, Zuo Xunsheng and Tong Jilu |
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Non-executive Director:
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Cesareo Alierta Izuel |
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Independent Non-executive Directors:
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Cheung Wing Lam Linus, Wong Wai Ming, John Lawson
Thornton, Timpson Chung Shui Ming and Cai Hongbin |
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Exhibit 3
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this announcement.
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
CHANGE OF EXECUTIVE DIRECTOR AND EXECUTIVE RESPONSIBILITIES
Resignation of Executive Director and Senior Vice Presidents
The board of directors (the Board) of China Unicom (Hong Kong) Limited (the Company) announces
that Mr. Zuo Xunsheng (Mr. Zuo) has reached retirement age and will resign as an Executive
Director and a Senior Vice President of the Company with effect from 30 March 2011. Mr. Zuo has
confirmed that there is no disagreement with the Board and there is no matter relating to his
resignation that needs to be brought to the attention of the shareholders of the Company.
The Board further announces that Mr. Pei Aihua (Mr. Pei) and Mr. Zhao Jidong (Mr. Zhao) have
also reached retirement age and each will resign as a Senior Vice President of the Company with
effect from 30 March 2011.
The Board takes this opportunity to express its sincere gratitude to Mr. Zuo, Mr. Pei and Mr. Zhao
for their valuable contributions to the Company.
Appointment of Executive Director
The Board is pleased to announce that Mr. Li Fushen (Mr. Li) has been appointed as an Executive
Director of the Company with effect from 30 March 2011.
Mr. Li, aged 48, graduated from the Jilin Engineering Institute with a degree in engineering
management in 1988, and from the Australian National University with a masters degree in
management in 2004. From November 2001 to October 2003, Mr. Li served as Deputy General Manager of
the former Jilin Provincial Telecommunications Company and Jilin Communications Company. From
October 2003 to August 2005, Mr. Li served as General Manager of the Finance Department of China
Network Communications Group Corporation (Netcom Group). Since October 2005, he has served as the
Chief Accountant of Netcom Group. He has served as Chief Financial Officer of China Netcom Group
Corporation (Hong Kong) Limited (China Netcom) since September 2005 and has served as Executive
Director of China Netcom since January 2007. From December 2006 to March 2008, Mr. Li served as
Joint Company Secretary of China Netcom. In addition, Mr. Li has served as a Non-Executive Director
of PCCW Limited (listed on the Hong Kong Stock Exchange with an American Depositary Receipt trading
on the Pink Sheets OTC Market in the U.S.) since July 2007. Mr. Li has served as a Senior Vice
President of the Company since February 2009. Mr. Li is a Vice President of China United Network
Communications Group Company Limited (Unicom Group), as well as Director and Senior Vice
President of China United Network Communications Corporation Limited (CUCL). Mr. Li has worked in
the telecommunications industry for a long period of time and has extensive management experience.
Save as disclosed above, Mr. Li does not have any relationship with any directors, senior
management or substantial or controlling shareholders of the Company.
Mr. Li holds 723,840 share options of the Company. Save as disclosed above, Mr. Li does not have
any interests in the shares of the Company within the meaning of Part XV of the Securities and
Futures Ordinance.
Mr. Li has not entered into any service contract with the Company. The terms of services agreed
between Mr. Li and the Company do not provide for a specified length of service and do not
expressly require the Company to give more than one years notice period or to make payments
equivalent to more than one years emoluments to terminate the service. Mr. Li is subject to
retirement by rotation in annual general meetings in accordance with the articles of association of
the Company.
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As Executive Director of the Company, Mr. Li will receive a remuneration package including a basic
annual salary of HK$900,000 plus housing allowance of HK$800,000, as well as discretionary bonus
and discretionary grant of share options in the Company as may be recommended by the Remuneration
Committee and determined by the Board with reference to his respective performance. His
remuneration has been determined with reference to his respective duties and responsibilities in
the Company, his respective experience and prevailing market conditions.
Save as disclosed above, there is no information in relation to the appointment of Mr. Li that
needs to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited and there are no other matters relating to his appointment
that needs to be brought to the attention of the shareholders of the Company.
The Board would like to extend its warmest welcome to Mr. Li for his appointment to the Board.
Change of Executive Responsibilities
The Board further announces that as a result of an internal reallocation of management
responsibilities, Mr. Tong Jilu (Mr. Tong, an Executive Director of the Company), will resign
from his current position as the Chief Financial Officer of the Company and will be appointed as a
Senior Vice President of the Company, each with effect from 30 March 2011. The role of Chief
Financial Officer of the Company will be assumed by Mr. Li, who will resign from his current
position as Senior Vice President of the Company, each with effect from 30 March 2011.
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By Order of the Board of |
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China Unicom (Hong Kong) Limited |
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Chu Ka Yee |
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Company Secretary |
Hong Kong, 29 March 2011
As at the date of this announcement, the Board comprises:
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Executive Directors:
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Chang Xiaobing, Lu Yimin, Zuo Xunsheng and Tong Jilu |
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Non-executive Director:
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Cesareo Alierta Izuel |
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Independent Non-executive Directors:
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Cheung Wing Lam Linus, Wong Wai Ming, John Lawson
Thornton, Timpson Chung Shui Ming and Cai Hongbin |
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Exhibit 4
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer
to acquire purchase or subscribe for securities.
JOINT ANNOUNCEMENT
BILLION EXPRESS INVESTMENTS LIMITED
(the Issuer)
(incorporated in the British Virgin Islands with limited liability)
US$1,838,800,000
0.75 PER CENT GUARANTEED CONVERTIBLE BONDS DUE 2015
(the Convertible Bonds)
(Stock Code: 4326)
EXCHANGEABLE INTO ORDINARY SHARES OF
CHINA UNICOM (HONG KONG) LIMITED
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
(the Guarantor)
(incorporated in Hong Kong with limited liability)
(Stock Code: 0762)
NOTICE TO HOLDERS OF THE CONVERTIBLE BONDS
Reference is made to the terms and conditions of the Convertible Bonds (the CB Terms and
Conditions). Unless otherwise defined, all capitalised terms used in this announcement shall have
the same meanings as defined in the CB Terms and Conditions.
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The directors of the Issuer and the Guarantor jointly announce that on 29 March 2011 the Guarantor
proposed to pay a final dividend of RMB0.08 per Share for the year ended 31 December 2010 (the
2010 Final Dividend) to the Shareholders, subject to approval of the Shareholders of the annual
general meeting of the Guarantor to be held on 24 May 2011. The 2010 Final Dividend is expected to
be paid in Hong Kong dollars on or about 22 June 2011 to those members registered in the
Guarantors register of members (the Register of Members) as at 24 May 2011 (the Record Date).
As stipulated under Clause 6.4 of the Trust Deed, the Guarantor hereby gives notice to the holders
of the Convertible Bonds of the closure of the Register of Members.
The Register of Members will be closed from 20 May 2011 to 24 May 2011, both days inclusive, for
ascertaining the Shareholders entitlement to the 2010 Final Dividend. The Register of Members will
be re-opened on 25 May 2011.
Holders of the Convertible Bonds who wish to exercise their Conversion Rights attaching to their
Convertible Bonds so as to be entitled to the 2010 Final Dividend should lodge the properly
completed and signed Conversion Notices with any Conversion Agent, together with the relevant
Certificate and any amount required to be paid, in each case, in accordance with Condition 6(B) of
the CB Terms and Conditions by close of ordinary business on 17 May 2011 in order to ensure
sufficient time for registration as a Shareholder of the Guarantor by the Record Date.
Holders of the Convertible Bonds who submit Conversion Notices to any Conversion Agent after close
of ordinary business on 17 May 2011 but before close of ordinary business on 24 May 2011 may not be
registered as Shareholders by the Record Date, and therefore may not be entitled to the 2010 Final
Dividend, but will instead be entitled to an Equivalent Amount exactly equal to the 2010 Final
Dividend pursuant to Condition 6(B)(iii) of the CB Terms and Conditions.
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Conversion Notices can only be submitted to a Conversion Agent during normal business hours of the
Conversion Agent.
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By Order of the Board
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By Order of the Board |
CHINA UNICOM (HONG KONG) LIMITED
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BILLION EXPRESS INVESTMENTS LIMITED |
CHU KA YEE
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CHU KA YEE |
Company Secretary
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Company Secretary |
Hong Kong, 29 March 2011
As at the date of this notice, the board of directors of Billion Express Investments Limited
comprises Mr. Tong Jilu and Mr. Li Qiuhong.
As at the date of this notice, the board of directors of the China Unicom (Hong Kong) Limited comprises:
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Executive Directors:
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Chang Xiaobing, Lu Yimin, Zuo Xunsheng and Tong Jilu |
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Non-executive Director:
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Cesareo Alierta Izuel |
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Independent Non-executive Directors:
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Cheung Wing Lam Linus, Wong Wai Ming, John Lawson Thornton, Timpson Chung Shui Ming and Cai Hongbin |
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