Hutchison Telecommunications International
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SECURITIES AND EXCHANGE COMMISSION FORM 6-K Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments Filing Date: 2006-04-21 | Period of Report: 2006-04-21 SEC Accession No. 0001193125-06-085303 (HTML Version on secdatabase.com) FILER Hutchison Telecommunications International LTD Mailing Address Business Address 18/F, TWO HARBOURFRONT, 18/F, TWO HARBOURFRONT, CIK:1293257| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 22 TAK FUNG ST. 22 TAK FUNG ST. Type: 6-K | Act: 34 | File No.: 001-32309 | Film No.: 06771606 HUNGHOM, KOWLOON HUNGHOM, KOWLOON SIC: 4813 Telephone communications (no radiotelephone) HONG KONG F4 ---- HONG KONG F4 ---- 852-2128-3222 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 APRIL 2006 HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED (Translation of Registrants Name into English) 20/F, Hutchison Telecom Tower 99 Cheung Fai Road Tsing Yi Hong Kong (Address of Registrants Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.) Form 20-F x Form 40-F ¨ (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 ¨ No x If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBITS Exhibit Description 1.1 Circular dated April 21, 2006 regarding matters to be approved at the annual general meeting of the Registrant (the Annual General Meeting) to be held on May 16, 2006. 1.2 Form of proxy for use at the Annual General Meeting. 1.3 Depositarys notice of shareholders meeting and form of proxy. 1.4 2005 annual report. 1.5 Announcement dated April 21, 2006 providing notice of the Annual General Meeting. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURE 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. Date: April 21, 2006 HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED By: /s/ Tim Pennington Tim Pennington Executive Director Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 1.1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hutchison Telecommunications International Limited (the Company), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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 circular. HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 2332) PROPOSED DIRECTORS FOR RE-ELECTION PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSED SHARE OPTION SCHEME OF HUTCHISON ESSAR LIMITED PROPOSED SHARE OPTION PLAN OF PARTNER COMMUNICATIONS COMPANY LTD. AND NOTICE OF ANNUAL GENERAL MEETING A notice convening an annual general meeting of the Company to be held at Salon I, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on Tuesday, 16 May 2006 at 2:30 p.m. or any adjournment thereof to approve the matters referred to in this circular is set out on pages 31 to 34 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish. 21 April 2006 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CONTENTS Page Definitions 1 Letter from the Board Introduction 3 Proposed Directors for Re-election 4 Proposed Grant of General Mandates to Issue and Repurchase Shares 4 Proposed HEL Share Option Scheme 4 Proposed 2004 Partner Share Option Plan 5 Annual General Meeting 6 Recommendations 7 Responsibility Statement 7 Document available for inspection 7 Appendix I - Information on Retiring Directors 8 Appendix II - Explanatory Statement of the Repurchase Mandate 12 Appendix III - Principal Terms of the HEL Share Option Scheme 14 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Appendix IV - Principal Terms of the 2004 Partner Share Option Plan 25 Notice of Annual General Meeting 31 i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: the share option plan adopted by Partner in 2004 as amended and proposed to be approved by the 2004 Partner Share Option Plan Company at the Annual General Meeting; American depositary share(s) issued by Citibank N.A., each representing ownership of 15 Shares; ADS(s) the annual general meeting of the Company to be held on 16 May 2006 or any adjournment thereof; Annual General Meeting articles of association of the Company; Articles of Association board of Directors; Board Hutchison Telecommunications International Limited, a company incorporated in the Cayman Company Islands, whose Shares are listed on the Main Board of the Stock Exchange and ADSs are listed on New York Stock Exchange, Inc.; directors of the Company; Directors as such term is defined in the Companys prospectus dated 30 September 2004; Global Offering the Company and its subsidiaries; Group Hutchison Essar Limited, a company incorporated in India and a non wholly owned subsidiary of the HEL Company; HEL and each of its subsidiary companies as defined under section 4 of the Indian Companies Act, HEL Group 1956; the share option scheme adopted by HEL and proposed to be approved by the Company at the HEL Share Option Scheme Annual General Meeting; the Hong Kong Special Administrative Region of the PRC; Hong Kong Hutchison Telecommunications Investment Holdings Limited, the sole shareholder of the Company HTIHL prior to the Global Offering and the current controlling shareholder of the Company; Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the general and unconditional mandate to the Directors to exercise all the powers of the Company to Issue Mandate allot, issue and otherwise deal with new shares in the Company not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution approving such mandate; 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DEFINITIONS 12 April 2006, being the latest practicable date prior to the issue of this circular for ascertaining Latest Practicable Date certain information contained herein; the Rules Governing the Listing of Securities on the Stock Exchange; Listing Rules Partner Communications Company Ltd., a company incorporated in Israel whose shares are listed on Partner the Tel-Aviv Stock Exchange with American depositary shares quoted on the US NASDAQ and traded on the London Stock Exchange; the Peoples Republic of China; PRC the general and unconditional mandate authorising the repurchase by the Company on the Stock Repurchase Mandate Exchange of up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution approving such mandate; the Directors retiring at the Annual General Meeting and, being eligible, are offering themselves for Retiring Directors re-election at the Annual General Meeting, both in accordance with the Articles of Association; the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), as amended, SFO supplemented or otherwise modified from time to time; ordinary share(s) in the issued share capital of the Company with a par value of HK$0.25 each; Share(s) holder(s) of Shares; Shareholder(s) The Stock Exchange of Hong Kong Limited; and Stock Exchange the Hong Kong Code on Takeovers and Mergers. Takeovers Code 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document LETTER FROM THE BOARD HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 2332) Executive Directors: Mr. Dennis Pok Man LUI Mr. Tim Lincoln PENNINGTON Non-executive Directors: Mr.