SEC Info - Century City International Holdings Ltd., et al. - ‘SC 13D/A’ on 1/27/20 re: AMTD International Inc.

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Century City International Holdings Ltd., et al. – ‘SC 13D/A’ on 1/27/20 re: AMTD International Inc.

On: Monday, 1/27/20, at 4:46pm ET · Accession #: 1193125-20-15429 · File #: 5-91298

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/27/20  Century City Int’l Holdings Ltd.  SC 13D/A               3:410K AMTD International Inc.           Donnelley … Solutions/FA
          Clear Radiant Ltd
          P&R Finance Ltd
          Unicorn Star Ltd

Amendment to Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor — Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML     73K 
                Beneficial Ownership by a Non-Passive Investor                   
 2: EX-99.3     Miscellaneous Exhibit                               HTML    108K 
 3: EX-99.4     Miscellaneous Exhibit                               HTML    105K

‘SC 13D/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor

This is an HTML Document rendered as filed. [ Alternative Formats ]

SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AMTD International Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

00180G106

(CUSIP Number)

P&R Finance Limited

Clear Radiant Limited

Unicorn Star Limited

Century City International Holdings Limited

c/o 11th Floor, 68 Yee Wo Street

Causeway Bay, Hong Kong

(852) 2894-7888

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

January 27, 2020

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

This statement on Schedule 13D constitutes Amendment No.1 to the initial Schedule 13D (the “Original Schedule 13D”) filed on January 21, 2020 on behalf of each of P&R Finance Limited, a Hong Kong company (“P&R Finance”), Clear Radiant Limited, a British Virgin Islands company (“Clear Radiant”), Unicorn Star Limited, a British Virgin Islands company (“Unicorn Star”), and Century City International Holdings Limited, a Bermuda company (“Century City”), with respect to the Ordinary Shares (the “Ordinary Shares”), comprising Class A ordinary shares, par value of $0.0001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value of $0.0001 per share (“Class B Ordinary Shares”), of AMTD International Inc., a Cayman Islands company (the “Issuer”).

The CUSIP number of 00180G106 applies to the American depositary shares of the Issuer (“ADSs”). Each American depositary share represents one Class A Ordinary Share. No CUSIP number has been assigned to the Class A Ordinary Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 00180G106		13D/A		Page 2 of 12 Pages


1	NAMES OF REPORTING PERSONS P&R Finance Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 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 Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,174,000 ⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,174,000 ⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,174,000 ⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% of the Class A Ordinary Shares⁽²⁾ (or 6.2% of the total Ordinary Shares ⁽³⁾⁽⁴⁾ assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

⁽¹⁾

Represents the sum of (i) 5,674,000 Class B Ordinary Shares of the Issuer in the aggregate, as sold and transferred by AMTD Group Company Limited (“AMTD Group”) to P&R Finance pursuant to SPA 1 (as defined in Item 4 below) on January 10, 2020, and as automatically converted into 5,674,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer, and (ii) 9,500,000 Class B Ordinary Shares of the Issuer in the aggregate which, assuming completion of the transactions contemplated by SPA 3 (as defined in Item 4 below), will be sold and transferred by AMTD Group to P&R Finance pursuant to SPA 3, and will be automatically converted into 9,500,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer.

⁽²⁾

Calculated based upon 62,327,851 outstanding Class A Ordinary Shares of the Issuer, which represents the sum of (i) 33,777,159 outstanding Class A Ordinary Shares reported by the Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 31, 2019, (ii) 7,307,692 Class A Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019, (iii) 5,674,000 Class A Ordinary Shares converted from 5,674,000 Class B Ordinary Shares, as described in (1) above, (iv) 6,069,000 Class B Ordinary Shares which, assuming completion of the transactions contemplated by SPA 2 (as defined in Item 4 below), will be sold and transferred by AMTD Group to Clear Radiant pursuant to SPA 2, and will be automatically converted into 6,069,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer, and (v) assuming completion of the transactions contemplated by SPA 3, 9,500,000 Class A Ordinary Shares converted from 9,500,000 Class B Ordinary Shares, as described in (1) above.


CUSIP No. 00180G106		13D/A		Page 3 of 12 Pages

⁽³⁾

Calculated based upon 245,611,479 outstanding Ordinary Shares in the aggregate as a single class, which represents the sum of (i) 62,327,851 outstanding Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 2 and SPA 3), and (ii) 183,283,628 Class B Ordinary Shares (representing (A) 200,000,001 Class B Ordinary Shares as reported by the Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 31, 2019, minus (B) 5,674,000 Class B Ordinary Shares as converted into 5,674,000 Class A Ordinary Shares as described in (1) above, minus (C) 6,069,000 Class B Ordinary Shares to be converted into 6,069,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 2), minus (D) 9,500,000 Class B Ordinary Shares to be converted into 9,500,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 3), plus (E) 4,526,627 Class B Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019), assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary Shares.

⁽⁴⁾

In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 15,174,000 Class A Ordinary Shares beneficially owned by P&R Finance (assuming completion of the transactions contemplated by SPA 3) represents 0.41% of the aggregate combined voting power of the outstanding Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer.


CUSIP No. 00180G106		13D/A		Page 4 of 12 Pages


1	NAMES OF REPORTING PERSONS Clear Radiant Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 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 6,069,000⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,069,000⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,069,000⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% of the Class A Ordinary Shares⁽²⁾ (or 2.5% of the total Ordinary Shares ⁽³⁾⁽⁴⁾ assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

⁽¹⁾

Represents 6,069,000 Class B Ordinary Shares of the Issuer in the aggregate, which, assuming completion of the transactions contemplated by SPA 2 (as defined in Item 4 below), will be sold and transferred by AMTD Group to Clear Radiant pursuant to SPA 2, and will be automatically converted into 6,069,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer.

⁽²⁾

Calculated based upon 62,327,851 outstanding Class A Ordinary Shares of the Issuer, which represents the sum of (i) 33,777,159 outstanding Class A Ordinary Shares reported by the Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 31, 2019, (ii) 7,307,692 Class A Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019, (iii) assuming completion of the transactions contemplated by SPA 2, 6,069,000 Class A Ordinary Shares converted from 6,069,000 Class B Ordinary Shares, as described in (1) above, (iv) 5,674,000 Class B Ordinary Shares sold and transferred by AMTD Group to P&R Finance pursuant to SPA 1 (as defined in Item 4 below) on January 10, 2020, as automatically converted into 5,674,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer, and (v) 9,500,000 Class B Ordinary Shares which, assuming completion of the transactions contemplated by SPA 3 (as defined in Item 4 below), will be sold and transferred by AMTD Group to P&R Finance pursuant to SPA 3, and will be automatically converted into 9,500,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer.

⁽³⁾


CUSIP No. 00180G106		13D/A		Page 5 of 12 Pages

December 31, 2019, minus (B) 5,674,000 Class B Ordinary Shares as converted into 5,674,000 Class A Ordinary Shares as described in (2) above, minus (C) 6,069,000 Class B Ordinary Shares to be converted into 6,069,000 Class A Ordinary Shares as described in (1) above (assuming completion of the transactions contemplated by SPA 2), minus (D) 9,500,000 Class B Ordinary Shares to be converted into 9,500,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 3), plus (E) 4,526,627 Class B Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019), assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary Shares.

⁽⁴⁾

In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 6,069,000 Class A Ordinary Shares to be beneficially owned by Clear Radiant (assuming completion of the transactions contemplated by SPA 2) represents 0.16% of the aggregate combined voting power of the outstanding Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer.


CUSIP No. 00180G106		13D/A		Page 6 of 12 Pages


1	NAMES OF REPORTING PERSONS Unicorn Star Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 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 461,538 ⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 461,538 ⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,538 ⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% of the Class A Ordinary Shares⁽²⁾ (or 0.2% of the total Ordinary Shares ⁽³⁾⁽⁴⁾ assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

⁽¹⁾	Represents 461,538 Class A Ordinary Shares of the Issuer in the aggregate directly owned by Unicorn Star. Unicorn Star acquired such shares since before the initial public offering of the American depositary shares representing the Class A Ordinary Shares of the Issuer.

⁽²⁾

Calculated based upon 62,327,851 outstanding Class A Ordinary Shares of the Issuer, which represents the sum of (i) 33,777,159 outstanding Class A Ordinary Shares reported by the Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 31, 2019, (ii) 7,307,692 Class A Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019, (iii) 5,674,000 Class B Ordinary Shares of the Issuer, as sold and transferred by AMTD Group to P&R Finance pursuant to SPA 1 (as defined in Item 4 below) on January 10, 2020, and as automatically converted into 5,674,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer, (iv) 6,069,000 Class B Ordinary Shares of the Issuer, which, assuming completion of the transactions contemplated by SPA 2 (as defined in Item 4 below), will be sold and transferred by AMTD Group to Clear Radiant pursuant to SPA 2, and will be automatically converted into 6,069,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer, and (v) 9,500,000 Class B Ordinary Shares which, assuming completion of the transactions contemplated by SPA 3 (as defined in Item 4 below), will be sold and transferred by AMTD Group to P&R Finance pursuant to SPA 3, and will be automatically converted into 9,500,000 Class A Ordinary Shares upon such transfer in accordance with the Memorandum and Articles of Association of the Issuer.

⁽³⁾


CUSIP No. 00180G106		13D/A		Page 7 of 12 Pages

Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 31, 2019, minus (B) 5,674,000 Class B Ordinary Shares as converted into 5,674,000 Class A Ordinary Shares as described in (2) above, minus (C) 6,069,000 Class B Ordinary Shares to be converted into 6,069,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 2), minus (D) 9,500,000 Class B Ordinary Shares to be converted into 9,500,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 3), plus (E) 4,526,627 Class B Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019), assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary Shares.

⁽⁴⁾

In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 461,538 Class A Ordinary Shares beneficially owned by Unicorn Star represents 0.01% of the aggregate combined voting power of the outstanding Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer.


CUSIP No. 00180G106		13D/A		Page 8 of 12 Pages


1	NAMES OF REPORTING PERSONS Century City International Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 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 Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 21,704,538 ⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 21,704,538 ⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,704,538 ⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% of the Class A Ordinary Shares⁽²⁾ (or 8.8% of the total Ordinary Shares ⁽³⁾⁽⁴⁾ assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

⁽¹⁾

Represents the sum of (i) 5,674,000 Class B Ordinary Shares of the Issuer, as sold and transferred by AMTD Group to P&R Finance pursuant to SPA 1 (as defined in Item 4 below) on January 10, 2020, and as automatically converted into 5,674,000 Class A Ordinary Shares upon such sale and transfer in accordance with the Memorandum and Articles of Association of the Issuer, (ii) 6,069,000 Class B Ordinary Shares of the Issuer, which, assuming completion of the transactions contemplated by SPA 2 (as defined in Item 4 below), will be sold and transferred by AMTD Group to Clear Radiant pursuant to SPA 2, and will be automatically converted into 6,069,000 Class A Ordinary Shares upon such sale and transfer in accordance with the Memorandum and Articles of Association of the Issuer, (iii) 9,500,000 Class B Ordinary Shares of the Issuer, which, assuming completion of the transactions contemplated by SPA 3 (as defined in Item 4 below), will be sold and transferred by AMTD Group to P&R Finance pursuant to SPA 3, and will be automatically converted into 9,500,000 Class A Ordinary Shares upon such sale and transfer in accordance with the Memorandum and Articles of Association of the Issuer, and (iv) 461,538 Class A Ordinary Shares of the Issuer directly owned by Unicorn Star.

⁽²⁾


CUSIP No. 00180G106		13D/A		Page 9 of 12 Pages

⁽³⁾

Calculated based upon 245,611,479 outstanding Ordinary Shares in the aggregate as a single class, which represents the sum of (i) 62,327,851 outstanding Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 2 and SPA 3), and (ii) 183,283,628 Class B Ordinary Shares (representing (A) 200,000,001 Class B Ordinary Shares as reported by the Issuer to be issued and outstanding as of September 30, 2019, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 31, 2019, minus (B) 5,674,000 Class B Ordinary Shares as converted into 5,674,000 Class A Ordinary Shares as described in (1) above, minus (C) 6,069,000 Class B Ordinary Shares to be converted into 6,069,000 Class A Ordinary Shares as described in (1) above (assuming completion of the transactions contemplated by SPA 2), minus (D) 9,500,000 Class B Ordinary Shares to be converted into 9,500,000 Class A Ordinary Shares as described in (2) above (assuming completion of the transactions contemplated by SPA 3), plus (E) 4,526,627 Class B Ordinary Shares issued to certain investors, as set forth in the Issuer’s report on Form 6-K filed with the SEC on December 23, 2019), assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary Shares.

⁽⁴⁾

In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 21,704,538 Class A Ordinary Shares beneficially owned by Century City (assuming completion of the transactions contemplated by SPA 2 and SPA 3) represents 0.58% of the aggregate combined voting power of the outstanding Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer.


CUSIP No. 00180G106		13D/A		Page 10 of 12 Pages

EXPLANATORY STATEMENT

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends and supplements the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D.

Item 2. Identity and Background.

The second paragraph of Item 2 of the Original Schedule 13D is hereby amended and restated as follows:

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 72.46% of the outstanding share capital of Cosmopolitan International Holdings Limited, a Cayman Islands company (“Cosmopolitan”) (on a fully diluted and as-converted basis), which in turn indirectly owns all of the outstanding share capital of Clear Radiant. Regal Hotels also indirectly owns 7.87% of the outstanding share capital of Cosmopolitan (on a fully diluted and as-converted basis). Assuming that (i) the transactions contemplated by SPA 3 (as defined in Item 4 below) and the Cosmopolitan Share Sale (as defined in Item 4 below) are completed concurrently on January 27, 2020, (ii) 50,000,000 convertible preference shares of Cosmopolitan are converted into 50,000,000 ordinary shares of Cosmopolitan before completion of the transactions contemplated by SPA 3, and (iii) there are no other changes in the share capital of Cosmopolitan before completion of the transactions contemplated by SPA 3, then P&R Holdings and Regal Hotels will indirectly own 67.01% and 7.87% of the outstanding share capital of Cosmopolitan (on a fully diluted and as-converted basis), respectively.

Item 4. Purpose of Transaction.

Item 4 of the Original 13D Filings is hereby amended and restated as follows:

On December 31, 2019, P&R Finance entered into a share purchase agreement (“SPA 1”) with AMTD Group. Pursuant to SPA 1, AMTD Group agreed to sell and transfer 5,674,000 Class B Ordinary Shares at a purchase price of $8.45 per share in multiple tranches to P&R Finance on or before January 10, 2020 (which Class B Ordinary Shares will be automatically converted into the same amount of Class A Ordinary Shares upon such transfer), subject to the satisfaction of certain conditions, including without limitation the sale and transfer of certain shares of Cosmopolitan by Lendas Investments Limited, a British Virgin Islands company and an indirect subsidiary of Century City (“Lendas Investments”), to International Merchants Holdings, a Cayman Islands company (“International Merchants”), pursuant to the agreement entered into by Lendas Investments and International Merchants on December 31, 2019 (the “Cosmo Share Sale”). On January 10, 2020, the transactions contemplated by SPA 1 were consummated and P&R Finance acquired 5,674,000 Class A Ordinary Shares of the Issuer from AMTD Group pursuant to the terms and conditions of SPA 1.

On December 31, 2019, Clear Radiant entered into a share purchase agreement (“SPA 2”) with AMTD Group. Pursuant to SPA 2, AMTD Group agreed to sell and transfer 6,069,000 Class B Ordinary Shares at a purchase price of $8.45 per share in one tranche to Clear Radiant on or before March 31, 2020 (which Class B Ordinary Shares will be automatically converted into the same amount of Class A Ordinary Shares upon such transfer), subject to the satisfaction of certain conditions, including without limitation the sale of all issued share capital of, and the assignment of certain loans and other debts owed by, Cosmopolitan International Development Limited, a British Virgin Islands company and an indirect subsidiary of Century City, by Groupsource Investments Limited, a British Virgin Islands company and an indirect subsidiary of Century City (“Groupsource Investments”), to Fortis Fund IV Limited, a Cayman Islands company (“Fortis Fund IV”), pursuant to the agreement entered into by Groupsource Investments and Fortis Fund IV on December 31, 2019 (the “Cosmo Divestiture”). As of the date of this Schedule 13D, the purchase of 6,069,000 Class A Ordinary Shares by Clear Radiant as contemplated by SPA 2 has not been completed.

On January 24, 2020, P&R Finance entered into a share purchase agreement (“SPA 3”; collectively with SPA 1 and SPA 2, the “SPAs” and each, an “SPA”) with AMTD Group. Pursuant to SPA 3, AMTD Group agreed to sell and transfer 9,500,000 Class B Ordinary Shares to P&R Finance on or before April 29, 2020 (which Class B Ordinary


CUSIP No. 00180G106		13D/A		Page 11 of 12 Pages

Shares will be automatically converted into the same amount of Class A Ordinary Shares upon such transfer) at a consideration of P&R Finance causing the transfer of 368,320,000 ordinary shares, par value HK$0.002 per share, of Cosmopolitan owned by Valuegood International Limited, a British Virgin Islands company and an affiliate of P&R Finance (“Valuegood”), to AMTD Properties (HK) Limited, a British Virgin Islands company and an affiliate of AMTD Group (“AMTD Properties”) (such consideration transaction, the “Cosmopolitan Share Sale”), subject to the satisfaction of certain conditions, including without limitation all conditions to the completion of the Cosmopolitan Share Sale being satisfied or waived and each listed holding company of P&R Finance having obtained approval of the entry into SPA 3 and the Cosmopolitan Share Sale from its shareholders in accordance with the requirements of the listing rules of the Stock Exchange of Hong Kong. On January 24, 2020, the Cosmopolitan Share Sale SPA was entered into by and among Valuegood, AMTD Properties, P&R Finance and AMTD Group concurrently with the entry into SPA 3 by P&R Finance and AMTD Group. As of the date of this Schedule 13D, neither the purchase of 9,500,000 Class A Ordinary Shares by P&R Finance as contemplated by SPA 3 nor the Cosmopolitan Share Sale has been completed.

A copy of SPA 1 is attached hereto as Exhibit 99.2, a copy of SPA 2 is attached hereto as Exhibit 99.3, and a copy of SPA 3 is attached hereto as Exhibit 99.4. The descriptions of SPA 1, SPA 2 and SPA 3 contained herein are qualified in their entirety by reference to the full text of SPA 1, SPA 2 and SPA 3, which are incorporated by reference into this Schedule 13D pursuant to Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively.

For a period of one hundred and eighty (180) days after completion of the transactions contemplated by SPA 1, the transactions contemplated by SPA 2 or the transactions contemplated by SPA 3, P&R Finance or Clear Radiant (as the case may be) may not transfer any securities of the Issuer purchased by it under such SPA to any other person other than its affiliates without the consent of AMTD Group (such period, as applicable to P&R Finance under SPA 1 and SPA 3 or to Clear Radiant under SPA 2, the “Lock-up Period”). After the expiry of the applicable Lock-up Period, P&R Finance or Clear Radiant (as the case may be) may freely dispose of and transfer the securities of the Issuer held by it pursuant to the relevant SPA.

For so long as P&R Finance Clear Radiant or any of their respective affiliates holds any Class A Ordinary Shares of the Issuer (or any ADSs converted therefrom) purchased by it from AMTD Group pursuant to SPA 1, SPA 2 or SPA 3 (as the case may be), and subject to compliance with applicable laws and regulations (including the rules of the Stock Exchange of Hong Kong), P&R Finance or Clear Radiant (as the case may be) shall and shall cause its affiliates to, for a period commencing from the completion of the transactions contemplated by the relevant SPA and ending on December 31, 2026 (the “Reinvestment Period”), reinvest all cash dividends distributed by the Issuer to it and its affiliates with respect to such Class A Ordinary Shares to purchase from the Issuer or AMTD Group (as elected by AMTD Group at its discretion) additional Class A Ordinary Shares of the Issuer on terms and conditions set forth in SPA 1, SPA 2 or SPA 3 (as the case may be), until the amount of cash dividends reinvested by P&R Finance and Clear Radiant under the SPAs reach HK$193.28 million (with respect to reinvestment under SPA 1), HK$206.72 million (with respect to reinvestment under SPA 2), and HK$320.00 million (with respect to reinvestment under SPA 3), respectively. The Reinvestment Period under each SPA will be automatically extended for up to seven (7) years unless the parties thereto mutually agree otherwise. P&R Finance or Clear Radiant shall use its reasonable best efforts to increase the Reinvestment Cap allocated under SPA 1, SPA 2 or SPA 3 (as the case may be) if certain conditions set forth in the relevant SPA are met. (The foregoing reinvestment requirements described in this paragraph, the “Reinvestment Requirements”.)

The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise (subject to the lock-up requirement during the Lock-up Period as described above) or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4.

Except as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to, at any time and from time to time, review or reconsider their position and/or change their purpose and/or, either separately or together with other persons, formulate plans or proposals with respect to those items in the future depending upon then existing factors.


CUSIP No. 00180G106		13D/A		Page 12 of 12 Pages

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and restated as follows:


Exhibit No.		Description

99.1		Joint Filing Agreement dated January 21, 2020 by and among the Reporting Persons (previously filed with the Securities and Exchange Commission as Exhibit 99.1 to the Original Schedule 13D filed by the Reporting Persons on January 21, 2020).

99.2		Share Purchase Agreement dated December 31, 2019 between P&R Finance Limited and AMTD Group Company Limited (previously filed with the Securities and Exchange Commission as Exhibit 99.2 to the Original Schedule 13D filed by the Reporting Persons on January 21, 2020).

99.3		Share Purchase Agreement dated December 31, 2019 between Clear Radiant Limited and AMTD Group Company Limited (previously filed with the Securities and Exchange Commission as Exhibit 99.3 to the Original Schedule 13D filed by the Reporting Persons on January 21, 2020 but refiled as Exhibit 99.3 to this statement on Schedule 13D to fix a clerical error in the previously filed version).

99.4		Share Purchase Agreement dated January 24, 2020 between P&R Finance Limited and AMTD Group Company Limited.

SIGNATURE

After reasonable 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.

Dated: January 27, 2020


P&R Finance Limited	By:	/s/ *Kenneth Ng Kwai Kai*
		Name: Kenneth Ng Kwai Kai Title: Director

		/s/ *Allen Wan Tze Wai*
		Name: Allen Wan Tze Wai Title: Director

Clear Radiant Limited	By:	/s/ *Kenneth Ng Kwai Kai*
		Name: Kenneth Ng Kwai Kai Title: Director

		/s/ *Kelvin Leung So Po*
		Name: Kelvin Leung So Po Title: Director

Unicorn Star Limited	By:	/s/ *Kenneth Ng Kwai Kai*
		Name: Kenneth Ng Kwai Kai Title: Director

		/s/ *Allen Wan Tze Wai*
		Name: Allen Wan Tze Wai Title: Director

Century City International Holdings Limited	By:	/s/ *Kenneth Ng Kwai Kai*
		Name: Kenneth Ng Kwai Kai Title: Director

		/s/ *Kelvin Leung So Po*
		Name: Kelvin Leung So Po Title: Director

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

	12/31/26
	4/29/20
	3/31/20
Filed on:	1/27/20
	1/24/20
	1/21/20	SC 13D
	1/10/20
	12/31/19	6-K
	12/23/19	6-K
	9/30/19
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/19/24  Century City Int’l Holdings Ltd.  SC 13D/A               2:203K AMTD IDEA Group                   EdgarAgents LLC/FA
 7/24/23  Century City Int’l Holdings Ltd.  SC 13D/A               2:352K AMTD IDEA Group                   EdgarAgents LLC/FA

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Filing Submission 0001193125-20-015429 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)