Huawei
SC 13D/A 1 jun1705_13da4.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
AMENDMENT NO. 4
(Rule 13d-101)
Under the Securities Exchange Act of 1934


SUNDAY COMMUNICATIONS LIMITED
(Name of Issuer)


Ordinary Shares, Par Value HK$0.10
(Title of Class of Securities)

867270100
(CUSIP Number)


Ying Zhou
Room 3610-12
36th Floor, The Centre, No. 99 Queen’s Road Central
Hong Kong
(852) 6478-2309
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

June 17, 2005
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


CUSIP No. 867270100 13D

1 NAME OF REPORTING PERSONS

Shenzen Huawei Holding Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A

3 SEC USE ONLY


4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A

6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

296,416,000
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

296,416,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO




CUSIP No. 867270100 13D



1 NAME OF REPORTING PERSONS

Huawei Technologies Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A

3 SEC USE ONLY


4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A

6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 7 SOLE VOTING POWER

0
8 SHARED VOTING POWER

296,416,000
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

296,416,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO







CUSIP No. 867270100 13D



1 NAME OF REPORTING PERSONS

Huawei Tech. Investment Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A

3 SEC USE ONLY


4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A

6 CITIZENSHIP OR PLACE OF ORGANIZATION

PRC
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 7 SOLE VOTING POWER

296,416,000
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

296,416,000
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,416,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%
14 TYPE OF REPORTING PERSON

CO


Item 1. Security and Issuer
The class of equity securities to which this statement relates is the ordinary shares, par value HK$0.10 per share (the “Shares”), of SUNDAY Communications Limited (the “Company”), a Cayman Islands company. The Company’s Shares are traded on the Nasdaq National Market in the form of American Depositary Shares. The Company’s principal executive offices are located at 13/F, Warwick House, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong Special Administrative Region, the People’s Republic of China (the “PRC”).

Item 2. Identity and Background

Item 2(a). Names of the Persons Filing

(i) Shenzhen Huawei Holding Co., Ltd. (“Huawei Holding”), a company incorporated in the P.R.C. Huawei Holding is an investment holding company.

(ii) Huawei Technologies Co., Ltd. (“Huawei Technologies”), a company incorporated in the P.R.C. Huawei Technologies is engaged in the business of the development, production and marketing of communications equipment and providing customized network solutions for telecommunications carriers in optical, fixed, mobile and data communications networks.

(iii) Huawei Tech. Investment Co., Ltd. (“Huawei Investment”), a company incorporated in Hong Kong, the P.R.C. Huawei Investment is engaged in the development, production and marketing of electronics, communications equipment, trading and in investment activities.

Huawei Holding, Huawei Technologies and Huawei Investment are referred to collectively herein as “Reporting Persons”.

Item 2(b). Address of Principal Business Office

(i) The address of the principal business office of Huawei Holding is 1 Building, B Block, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC.

(ii) The address of the principal business office of Huawei Technologies is HQ Office Building, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC.

(iii) The address of the principal business office of Huawei Investment is Room 3610-12, 36th Floor, The Centre, No. 99 Queen’s Road Central, Hong Kong , the PRC.
Item 2(d). Criminal Proceedings
During the last five years, none of the Reporting Persons, and to best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e). Civil Proceedings

During the last five years, none of the Reporting Persons, and to best of the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been 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

Huawei Investment purchased in open market transactions 296,416,000 Shares of the Company in open market transactions during the period from January 7, 2004 to Jun 14, 2005. Huawei Investment spent an aggregate of HK$152,159,795 in making such purchases. Huawei Investment funded the purchases from its working capital.

Item 4. Purpose of Transaction

Huawei Investment purchased the Shares for investment purposes. At the time of purchase, Huawei Investment did not acquire the Shares for the purpose of or with the effect of changing or influencing the control of the Company or in connection with or as a participant in any transaction having that purpose or effect.

Huawei Investment may make additional purchases of Shares of the Company from time to time or may engage in dispositions of all or a portion of the Company’s Shares presently owned or hereafter acquired by Huawei Investment in the open market or in private transactions, depending on the market conditions of the Company’s Shares, other investment opportunities, general economic conditions, stock market conditions and other future developments and factors that may affect the decision of Huawei Investment.

Item 5. Interest in Securities of the Issuer

Huawei Investment is a direct 90% owned subsidiary of Huawei Technologies which in turn is a direct 99.99% owned subsidiary of Huawei Holding. Huawei Investment beneficially owns the following aggregate number of Shares of the Company. This statement is also being filed on behalf of Huawei Technologies and Huawei Holding, which may be deemed to beneficially own the Shares of the Company held by Huawei Investment.

(a) Number and Percentage of Shares Beneficially Owned by Huawei Investment: 296,416,000 (9.9%)

Except as set forth in this Item 5(a), none of Huawei Investment, and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any Shares

(b) Powers: No. of Shares

Huawei Investment’s Sole Power to Vote
Or to direct the vote: 296,416,000

Huawei Investment’s Shared Power to Vote
Or to direct the vote: 0

Huawei Investment’s Sole Power to Dispose
Or to direct the vote: 296,416,000

Huawei Investment’s Shared Power to Dispose
Or to direct the vote: 0

(c) Description of Huawei Investment’s transactions in the past 60 days:


Buy or Sell Date Number of Shares Average Price

buy April 15, 2005 475,000 0.45
buy April 18, 2005 500,000 0.4471
buy April 19, 2005 377,000 0.445
buy April 20, 2005 500,000 0.4434
buy April 21, 2005 150,000 0.435
buy April 22, 2005 200,000 0.4425
buy May 11, 2005 290,000 0.445
buy May 13, 2005 500,000 0.443

Buy or Sell Date Number of Shares Average Price

buy May 17, 2005 20,000 0.445
buy Jun 14, 2005 35,000,000 0.64

38,012,000


(d) Others with the right or the power to receive or to direct the receipt the dividends:

Inapplicable

(e) Date when the reporting person ceased to be the beneficial owner of more than 5% of the class of securities:

Inapplicable


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Inapplicable

Item 7. Material to be Filed as Exhibits

Exhibit I— Joint Filing Agreement, dated June 14, 2005


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.


Shenzen Huawei Holding Co., Ltd.

By: /s/ Ji Ping
Name: Ji Ping
Title: Vice President


Huawei Technologies Co., Ltd.

By: /s/ Jiang Xisheng
Name: Jiang Xisheng
Title: Vice President


Huawei Tech. Investment Co., Ltd.

By: /s/ Wu Shuyuan
Name: Wu Shuyuan
Title: Assistant President


Dated: June 14, 2005

SCHEDULE A

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS

The name and present principal occupation or employment of each of the directors and executive officers of Shenzen Huawei Holding Co., Ltd. are set forth below. The business address for each of the foregoing persons is 1 Building, B Block, Huawei Industrial Base, Bantian Longgang, Shenzen 518129, the PRC. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Shenzen Huawei Holding Co., Ltd.

Name Present Principal Occupation Country of Citizenship

Ren Zhengfei President The P.R.C.
Sun Yafang Vice president The P.R.C.
Fei Min Vice president The P.R.C.
Ji Ping Vice president The P.R.C.
Guo Ping Vice president The P.R.C.
Xu Wenwei Vice president The P.R.C.
Hu Houkun Vice president The P.R.C.
Zhang Shunmao Vice president The P.R.C.
Hong Tianfeng Vice president The P.R.C.
Xu Zhijun Vice president The P.R.C.
Zheng Shusheng Vice president

Name Present Principal Occupation Country of Citizenship




Executive Officers
(Who Are Not Directors)
None


The name and present principal occupation or employment of each of the directors and executive officers of Huawei Technologies Co., Ltd. are set forth below. The business address for each of the foregoing persons is HQ Office Building, Huawei Industrial Base, Bantian Longgang, Shenzhen 518129, the PRC. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Huawei Technologies Co., Ltd.

Name Present Principal Occupation Country of Citizenship

Ren Zhengfei President The P.R.C.
Sun Yafang Vice president The P.R.C.
Zheng Baoyong Vice president The P.R.C.
Ji Ping Vice president The P.R.C.
Hong Tianfeng Vice president The P.R.C.
Xu Wenwei Vice president The P.R.C.
Zheng Shusheng Vice president The P.R.C.
Guo Ping Vice president The P.R.C.
Fei Min Vice president The P.R.C.
Zhou Jin Vice president The P.R.C.
The P.R.C.

Name Present Principal Occupation Country of Citizenship

Executive Officers
(Who Are Not Directors)
Jiang Xisheng Vice president The P.R.C.


The name and present principal occupation or employment of each of the directors and executive officers of Huawei Tech. Investment Co., Ltd. are set forth below. The business address for each of the foregoing persons is Room 3610-12, 36th Floor, The Centre, No. 99 Queen’s Road Central, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Huawei Tech. Investment Co., Ltd.

Name Present Principal Occupation Country of Citizenship

Ji Ping President The P.R.C.
Meng Wanzhou Vice President The P.R.C.
Name Present Principal Occupation Country of Citizenship

Executive Officers
(Who Are Not Directors)
None


https://www.sec.gov/Archives/edgar/data/1106952/000095010305001614/jun1705_13da4.htm
 
 
Justice News

Department of Justice

Office of Public Affairs

FOR IMMEDIATE RELEASE

Monday, January 28, 2019

Chinese Telecommunications Conglomerate Huawei and Huawei CFO Wanzhou Meng Charged With Financial Fraud


Huawei Device USA Inc. and Huawei’s Iranian Subsidiary Skycom Also Named Defendants

Other Charges Include Money Laundering, Conspiracy to Defraud the United States, Obstruction of Justice and Sanctions Violations

A 13-count indictment was unsealed earlier today in federal court in Brooklyn, New York, charging four defendants,[1] including Huawei Technologies Co. Ltd. (Huawei), the world’s largest telecommunications equipment manufacturer, with headquarters in the People’s Republic of China (PRC) and operations around the world. The indicted defendants include Huawei and two Huawei affiliates — Huawei Device USA Inc. (Huawei USA) and Skycom Tech Co. Ltd. (Skycom) — as well as Huawei’s Chief Financial Officer (CFO) Wanzhou Meng (Meng).

The defendants Huawei and Skycom are charged with bank fraud and conspiracy to commit bank fraud, wire fraud and conspiracy to commit wire fraud, violations of the International Emergency Economic Powers Act (IEEPA) and conspiracy to violate IEEPA, and conspiracy to commit money laundering. Huawei and Huawei USA are charged with conspiracy to obstruct justice related to the grand jury investigation in the Eastern District of New York. Meng is charged with bank fraud, wire fraud, and conspiracies to commit bank and wire fraud.

Acting U.S. Attorney General Matthew G. Whitaker, Secretary Kirstjen Nielsen of the U.S. Department of Homeland Security, Secretary Wilbur Ross of the U.S. Department of Commerce, U.S. Attorney Richard P. Donoghue for the Eastern District of New York, FBI Director Christopher A. Wray, Assistant Attorney General Brian A. Benczkowski of the Justice Department's Criminal Division and Assistant Attorney General John C. Demers of the National Security Division, announced the charges.

“Today we are announcing that we are bringing criminal charges against telecommunications giant Huawei and its associates for nearly two dozen alleged crimes," said Acting Attorney General Whitaker. "As I told Chinese officials in August, China must hold its citizens and Chinese companies accountable for complying with the law. I’d like to thank the many dedicated criminal investigators from several different federal agencies who contributed to this investigation and the Department of Justice attorneys who are moving the prosecution efforts forward. They are helping us uphold the rule of law with integrity.”

“As charged in the indictment, Huawei and its Chief Financial Officer broke U.S. law and have engaged in a fraudulent financial scheme that is detrimental to the security of the United States,” said Secretary Nielsen. “They willfully conducted millions of dollars in transactions that were in direct violation of the Iranian Transactions and Sanctions Regulations, and such behavior will not be tolerated. The Department of Homeland Security is focused on preventing nefarious actors from accessing or manipulating our financial system, and we will ensure that legitimate economic activity is not exploited by our adversaries. I would like to thank ICE Homeland Security Investigations for their exceptional work on this case.”

“For years, Chinese firms have broken our export laws and undermined sanctions, often using U.S. financial systems to facilitate their illegal activities,” said Secretary Ross. “This will end. The Trump Administration continues to be tougher on those who violate our export control laws than any administration in history. I commend the Commerce Department’s Office of Export Enforcement, and our partners in the FBI, Justice Department, Department of Defense, and Department of Homeland Security for their excellent work on this case.”

“As charged in the indictment, Huawei and its subsidiaries, with the direct and personal involvement of their executives, engaged in serious fraudulent conduct, including conspiracy, bank fraud, wire fraud, sanctions violations, money laundering and the orchestrated obstruction of justice,” stated U.S. Attorney Donoghue. “For over a decade, Huawei employed a strategy of lies and deceit to conduct and grow its business. This Office will continue to hold accountable companies and their executives, whether here or abroad, that commit fraud against U.S. financial institutions and their international counterparts and violate U.S. laws designed to maintain our national security.” Mr. Donoghue thanked the FBI, U.S. Immigration and Customs Enforcement’s Homeland Security Investigations (HSI), U.S. Department of Commerce Office of Export Enforcement (OEE) and the Defense Criminal Investigative Service (DCIS) agents who are investigating this case for their tireless work and dedication.

“These charges lay bare Huawei’s alleged blatant disregard for the laws of our country and standard global business practices,” said FBI Director Wray. “Companies like Huawei pose a dual threat to both our economic and national security, and the magnitude of these charges make clear just how seriously the FBI takes this threat. Today should serve as a warning that we will not tolerate businesses that violate our laws, obstruct justice, or jeopardize national and economic well-being.”

* * * *

Overview of the Indictment

The charges in this case relate to a long-running scheme by Huawei, its CFO, and other employees to deceive numerous global financial institutions and the U.S. government regarding Huawei’s business activities in Iran. As alleged in the indictment, beginning in 2007, Huawei employees lied about Huawei’s relationship to a company in Iran called Skycom, falsely asserting it was not an affiliate of Huawei. The company further claimed that Huawei had only limited operations in Iran and that Huawei did not violate U.S. or other laws or regulations related to Iran. Most significantly, after news publications in late 2012 and 2013 disclosed that Huawei operated Skycom as an unofficial affiliate in Iran and that Meng had served on the board of directors of Skycom, Huawei employees, and in particular Meng, continued to lie to Huawei’s banking partners about Huawei’s relationship with Skycom. They falsely claimed that Huawei had sold its interest in Skycom to an unrelated third party in 2007 and that Skycom was merely Huawei’s local business partner in Iran. In reality, Skycom was Huawei’s longstanding Iranian affiliate, and Huawei orchestrated the 2007 sale to appear as an arm’s length transaction between two unrelated parties, when in fact Huawei actually controlled the company that purchased Skycom.

As part of this scheme to defraud, Meng allegedly personally made a presentation in August 2013 to an executive of one of Huawei’s major banking partners in which she repeatedly lied about the relationship between Huawei and Skycom.

According to the indictment, Huawei relied on its global banking relationships for banking services that included processing U.S.-dollar transactions through the United States. U.S. laws and regulations generally prohibited these banks from processing transactions related to Iran through the United States. The banks could have faced civil or criminal penalties for processing transactions that violated U.S. laws or regulations. Relying on the repeated misrepresentations by Huawei, these banks continued their banking relationships with Huawei. One bank cleared more than $100 million worth of Skycom-related transactions through the United States between 2010 and 2014.

In furtherance of this scheme to defraud, and as alleged in the indictment, Huawei and its principals repeatedly lied to U.S. government authorities about Huawei’s business in Iran in submissions to the U.S. government, and in responses to government inquiries. For example, Huawei provided false information to the U.S. Congress regarding whether Huawei’s business in Iran violated any U.S. law. Similarly, as indicated in the indictment, in 2007 — months before Huawei orchestrated the purported sale of Skycom to another Huawei-controlled entity — Huawei’s founder falsely stated to FBI agents that Huawei did not have any direct dealings with Iranian companies and that Huawei operated in compliance with all U.S. export laws.

After one of Huawei’s major global banking partners (identified as Financial Institution 1 in the indictment) decided to exit the Huawei relationship in 2017 because of Huawei’s risk profile, Huawei allegedly made additional misrepresentations to several of its remaining banking partners in an effort to maintain and expand those relationships. Huawei and its principals are alleged to have repeatedly and falsely claimed that Huawei had decided to terminate its banking relationship with Financial Institution 1, when in fact it was Financial Institution 1 that had decided to terminate the banking relationship. Through these misrepresentations, Huawei was able to continue its banking relationships with its other banks.

In 2017, when Huawei became aware of the government’s investigation, Huawei and its subsidiary Huawei USA allegedly tried to obstruct the investigation by making efforts to move witnesses with knowledge about Huawei’s Iran-based business to the PRC, and beyond the jurisdiction of the U.S. government, and by concealing and destroying evidence of Huawei’s Iran-based business that was located in the United States.

In December 2018, Canadian authorities apprehended Meng in Vancouver pursuant to a provisional arrest warrant issued under Canadian law. The U.S. government is seeking Meng’s extradition to the United States.

The charges in the indictment are merely allegations, and the defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

The indictment unsealed today is assigned to U.S. District Judge Ann M. Donnelly of the Eastern District of New York.

The government’s investigation is ongoing.

The investigation is being jointly conducted by the FBI’s New York Field Office, HSI’s New York Field Office, OEE’s New York Field Office, and DCIS’s Southwest and Northeast Field Offices. Agents from the FBI, HSI, and OEE offices in Dallas provided significant support and assistance. The government’s case is being handled by the National Security and Cybercrime and Business and Securities Fraud Sections of the U.S. Attorney’s Office for the Eastern District of New York, the Justice Department’s Criminal Division’s Money Laundering and Asset Recovery Section (MLARS), and the Justice Department’s National Security Division’s Counterintelligence and Export Control Section (CES).

Assistant U.S. Attorneys Alexander A. Solomon, Julia Nestor, David K. Kessler, Kaitlin Farrell, and Sarah Evans, MLARS Trial Attorneys Laura Billings and Christian Nauvel, and CES Trial Attorneys Thea D. R. Kendler and David Lim are in charge of the prosecution, with assistance provided by Assistant U.S. Attorney Mark Penley of the Northern District of Texas, Assistant U.S. Attorneys Brian Morris and Brendan King of the Eastern District of New York’s Civil Division and Trial Attorneys Andrew Finkelman and Margaret O’Malley of DOJ’s Office of International Affairs. Additional Criminal Division and National Security Division Trial Attorneys and Assistant U.S. Attorneys within U.S. Attorney’s Offices for the Northern District of Texas, the Eastern District of Texas, and the Northern District of California have provided valuable assistance with various aspects of this investigation.

The Defendants:

Huawei Technologies Co. Ltd.

Huawei Device USA Inc.

Skycom Tech Co. Ltd.

Meng Wanzhou, also known as “Cathy Meng” and “Sabrina Meng”
Age: 46

Residence: People’s Republic Of China

E.D.N.Y. Docket No. 18-CR-457 (AMD)

[1] The indictment charges other individuals who have not yet been apprehended and whose names will not be publicly released at this time.

Attachment(s):


Download Indictment
https://www.justice.gov/opa/press-release/file/1125021/download

Topic(s):


Criminal Division

National Security Division (NSD)
Office of the Attorney General
USAO - New York, Eastern

Press Release Number:

19-11

Updated January 28, 2019

https://www.justice.gov/opa/pr/chinese-telecommunications-conglomerate-huawei-and-huawei-cfo-wanzhou-meng-charged-financial

 

Business News

August 21, 2019 / 3:31 AM / 4 months ago

Citigroup, BNP caught up in U.S. case against Huawei CFO: documents
Karen Freifeld

NEW YORK (Reuters) - U.S.-based Citigroup Inc and French bank BNP Paribas are caught up in the U.S. criminal case against the chief financial officer of China’s Huawei Technologies, according to newly available documents.

FILE PHOTO: Huawei CFO Meng Wanzhou is escorted by Canada Border Services Agency (CBSA) staff during her arrival at Vancouver International airport in which she was arrested on a U.S. warrant, in a still image from video taken in Richmond, British Columbia, Canada December 1, 2018 and released August 21, 2019. CBSA/Handout via REUTERS

The banks were named in documents released on Tuesday after a hearing in British Columbia Supreme Court, where Huawei CFO Meng Wanzhou is fighting extradition to the United States on bank fraud charges.

The two are among at least four financial institutions that had banking relationships with Huawei when Meng and others allegedly misled them about its business dealings in Iran despite U.S. sanctions.

Two others, HSBC Holdings Plc and Standard Chartered, have been previously reported.

The banks are considered “victim” institutions in the 13-count indictment the United States brought against Meng and Huawei, which includes charges of bank and wire fraud, violating sanctions against Iran and obstructing justice.

Both she and Huawei have denied wrongdoing.


Spokespeople for Citigroup, BNP Paribas, Standard Chartered, and HSBC all declined to comment, as did a spokesman for U.S. prosecutors. Huawei did not immediately respond to a request for comment on the newly public information.

The British Columbia court made public hundreds of pages of documents and other materials, including video of Meng’s detention, in advance of a hearing scheduled to begin Sept. 23 in Vancouver.

Meng, the daughter of Huawei’s billionaire founder Ren Zhengfei, was arrested at Vancouver’s airport in December on a U.S. warrant and her lawyers argue she was unlawfully detained. They claim Canadian authorities delayed her arrest to allow the border patrol to gather evidence for the United States as part of a “covert criminal investigation.”

In the video, Meng can be seen moving through the Vancouver airport customs and immigration area, escorted by border agents, and being questioned.

In a transcript, Meng repeatedly asks why she was being detained and is eventually told she can contact a lawyer, but not her family.

“My family members will be worried if they can’t find me,” she says.


Meng was searched and interrogated for hours in violation of her constitutional rights, her lawyers say. She spent more than a week in detention before being granted bail.

TRADE WAR

Diplomatic relations between Canada and China turned icy after Meng was detained and China subsequently arrested two Canadian citizens, charging them with espionage. It has also blocked imports of some Canadian commodities.

Meng and Huawei also have become part of the escalating U.S. and China trade war.

U.S. President Donald Trump told Reuters in December he would intervene in her case if it would help secure a deal with China, leading her lawyers to argue the extradition proceedings are being used for economic and political purposes.

In Tuesday’s court documents, they describe Trump’s comments about Meng as “corrosive of the rule of law.”

The United States also has made a broader push against Huawei, the world’s largest telecommunications maker, which it maintains is involved in activities contrary to U.S. national security or foreign policy interests.

Huawei was placed on a U.S. trade blacklist in May that bans the sale of U.S. parts and components to the company without special licenses. So far, the licenses have not been granted except to allow the repair and maintenance of existing products and networks.

Besides alleged sanctions-busting, the United States says the company’s smartphones and network equipment could be used by China to spy on Americans, allegations the company also has repeatedly denied.

In one document released on Tuesday, the United States describes the evidence against Meng, including articles published by Reuters in 2012 and 2013 about a company in Iran called Skycom Tech that had tried to sell computer equipment from a U.S. firm to a customer in Iran.

The reporting detailed links between Huawei and Skycom, including that Meng had served on Skycom’s board of directors between February 2008 and April 2009.

The articles were “concerning” to at least four financial institutions that banked for Huawei, according to the document, which was drafted by a U.S. federal prosecutor in Brooklyn, New York, where the case was brought against Meng and Huawei.

U.S. laws and regulations generally prohibited the banks from providing U.S. dollar transactions tied to Iran through the United States.

Meng and others defrauded HSBC and other banks by misrepresenting Huawei’s relationship with Skycom, according to U.S. prosecutors who claim Skycom’s operations in Iran were controlled by Huawei from at least 2007 until 2014.


U.S. authorities claim Huawei used Skycom to obtain embargoed U.S. goods, technology and services in Iran, and to move money via the international banking system.

According to the newly available document about the evidence, witnesses for the prosecution of the U.S. case will include executives from HSBC, Standard Chartered and Citigroup, and an FBI forensic accountant is expected to testify about documents showing BNP Paribas provided banking services for Huawei between at least 2013 and 2018.

In February, when Reuters exclusively reported that HSBC conducted a probe that helped bring the case against Meng and Huawei, a spokesman said the bank was legally obligated to provide the information it did to the U.S. Department of Justice.

All four banks have resolved their own sanctions issues with U.S. authorities in recent years. The agreements range from BNP Paribas paying $8.9 billion in 2014 and pleading guilty in U.S. court to Citigroup agreeing to pay $217,841 the same year over potential civil liability for its apparent violations of sanctions programs.

Reporting by Karen Freifeld in New York; Editing by Amran Abocar, Muralikumar Anantharaman and Tom Brown

Our Standards:The Thomson Reuters Trust Principles.

https://www.reuters.com/article/us-usa-huawei-tech-canada/citigroup-bnp-caught-up-in-us-case-against-huawei-cfo-documents-idUSKCN1VB0LK

 

 

Business News

July 9, 2019 / 9:13 AM / 3 months ago

U.S. to approve sales it deems safe to blacklisted Huawei

Alexandra Alper, Karen Freifeld
6 Min Read

WASHINGTON (Reuters) - The U.S. government will issue licenses to companies seeking to sell goods to China’s Huawei where there is no threat to national security, Commerce Secretary Wilbur Ross said on Tuesday, leaving industry observers unsure about which products will pass muster.

A Huawei signage is pictured at their booth at Interpol World in Singapore July 2, 2019. REUTERS/Edgar Su

Seeking to revive trade talks with China, President Donald Trump announced last month that American companies would be allowed to sell products to Huawei Technologies Co Ltd, the world’s largest telecommunications equipment maker.

Trump’s comments came after the United States placed Huawei on the Commerce Department’s so-called Entity List in May over national security concerns. U.S. parts and components generally cannot be sold to those on the list without special licenses.

While American chipmakers welcomed Trump’s announcement, many industry and government officials were confused about the new policy.

Speaking at a conference in Washington, Ross affirmed that Huawei would remain on the Entity List, meaning winning licenses would require overcoming a presumption of denial, and said the scope of items requiring licenses would not change. However, he opened the door to some approvals.

“To implement the president’s G20 summit directive two weeks ago, Commerce will issue licenses where there is no threat to U.S. national security,” Ross said, referring to Trump’s announcement at the meeting of world leaders in Japan.

“Within those confines, we will try to make sure that we don’t just transfer revenue from the U.S. to foreign firms,” he said.

After Huawei was added to the Entity List, the semiconductor industry lobbied the U.S. government to be allowed to sell nonsensitive items that Huawei could easily buy abroad, arguing that a blanket ban would harm American companies.

Industry observers said Ross’ comments lacked the clarity and relief many hoped for after Trump’s announcement.

“The actual policy, of what is not going to endanger U.S. security, is not clear,” Washington trade lawyer Doug Jacobson said. “The only way that industry can determine the line is by submitting (license) applications and knowing what types will be approved and which types will be denied.”

Separately, White House economic adviser Larry Kudlow told an event hosted by CNBC that relaxed U.S. government restrictions on Huawei could help the technology giant but would only be in place for a limited time.


He said U.S. government purchases of Huawei parts, components or systems would remain off-limits, as would any transactions involving 5G, but the licensing requirements had been relaxed for so-called general merchandise that involved “no national security influences or consequences.”

That meant some chip companies would be permitted to sell to Huawei, on a limited basis, items generally available on the global market, including from vendors in South Korea, Taiwan and Vietnam, he said.

“We are opening that up for a limited time period,” Kudlow said. “So that’s important and, I guess, does provide some relief to Huawei.” He did not specify how long the relaxed licensing guidelines would be in effect.

Speaking at the same conference as Ross, Nazak Nikakhtar, Commerce’s assistant secretary for industry and analysis and nominee to lead the department’s Bureau of Industry and Security, said the agency hoped to have decisions soon on export license requests from companies seeking to sell to Huawei.

The United States has accused Huawei of stealing American intellectual property and violating Iran sanctions.

It also has launched a lobbying effort to persuade U.S. allies to keep Huawei out of next-generation 5G telecommunications infrastructure, citing concerns the company could spy on customers. Huawei has denied the allegations.

TENACIOUS PURSUIT OF AMERICAN TECHNOLOGY

Shortly after Huawei was added to the Entity List, the Commerce Department issued a temporary general license allowing the company to buy equipment to maintain existing networks and provide software updates to existing Huawei handsets. That license expires on Aug. 19, but may be extended.

Any further relief granted on Huawei’s entity listing still may not spell the end of troubles for the company. In May, Trump signed an executive order barring U.S. firms from using telecommunications equipment made by companies posing a national security risk.

The move, which required the Commerce Department to draw up an enforcement plan, was seen as paving the way to ban U.S. companies from buying from Huawei, at a time when U.S. wireless carriers are looking for partners as they roll out 5G networks.

On Tuesday, Ross said Commerce would issue an “interim final rule” in mid-October to implement the executive order. Interim final rules go into effect immediately, even as they seek public comment that could be used to modify regulations going forward.

The United States has engaged Beijing in a tit-for-tat trade war over accusations that China steals American intellectual property (IP) and forces U.S. companies to transfer their technology to Chinese firms to gain access to markets.

The United States last year passed a law that required Commerce to draft new rules to beef up oversight of certain foundational technology sales abroad. Commerce will “very soon” seek formal comment on that rulemaking, Nikakhtar said.

Additional reporting by Andrea Shalal; Editing by Marguerita Choy, Jonathan Oatis, David Gregorio and Leslie Adler

Our Standards:The Thomson Reuters Trust Principles.

https://www.reuters.com/article/us-usa-china-huawei-tech/us-to-approve-sales-it-deems-safe-to-blacklisted-huawei-idUSKCN1U41GP

 

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549


Attention: Mr. Kevin Kuhar

Re: Qorvo, Inc.

Form 10-K for the Fiscal Year Ended April 2, 2016
Filed May 31, 2016
Form 10-Q for the Fiscal Quarter Ended October 1, 2016
Filed November 7, 2016
File No. 001-36801


Dear Mr. Kuhar:

This letter is submitted in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission on the above-referenced filings made in your letter dated December 29, 2016, to Mark J. Murphy, the Chief Financial Officer of Qorvo, Inc. (the “Company” or “Qorvo”). Set forth below are the Staff’s comments (in italics), followed by Qorvo’s response.

Form 10-K for the Fiscal Year Ended April 2, 2016

General

Comment 1: You state on page 12 of the 10-K that Huawei Technologies accounted for 12% of your total revenue in fiscal year 2016 and that Samsung Electronics accounted for approximately 14% and 25% of your total revenue in fiscal years 2015 and 2014, respectively. We are aware of publicly available information indicating that Huawei does business in Sudan and Syria. Recent news articles indicate that Samsung customers may take Samsung Galaxy smartphones to the official Samsung Electronics Service center covering Syria, many Samsung smartphones are in Sudan and Samsung provides a warranty for its mobile handsets to customers in Sudan.


Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through


subsidiaries, affiliates, distributors, partners, customers or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response 1:

Qorvo has no known past, current or anticipated contacts with Sudan or Syria through subsidiaries, affiliates, distributors, partners, customers or other direct or indirect arrangements. To Qorvo’s knowledge, it does not provide, directly or indirectly, any services, products, information or technology to those countries, whether involving Huawei Technologies Co., Ltd. (“Huawei”), Samsung Electronics, Co., Ltd. (“Samsung”) or any other Qorvo customer. Further, Qorvo has no known past, current or anticipated agreements, commercial arrangements or other contacts with the governments of Sudan or Syria or entities they control.

Qorvo is committed to compliance with U.S. export control regulations and trade and economic sanctions and has policies and procedures in place that are consistent with parameters established by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”) and the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). Qorvo’s policies and procedures include standard terms and conditions in purchase orders and other agreements with customers, which inform its customers that its products are subject to U.S. export control and may not be transferred to any embargoed countries (including Sudan and Syria) in violation of U.S. export control laws and regulations. Additionally, Qorvo has screening procedures designed to ensure that it does not do business with an embargoed country or with a prohibited entity.

Comment 2: Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Response 2:

As indicated in the Company’s response to Comment 1, Qorvo has no known contacts with Sudan or Syria. Accordingly, Qorvo is not aware of any such contacts that could be considered to be a material investment risk in quantitative or qualitative terms.

2

Comment 3: We are aware of news articles stating that Huawei is effectively barred from selling telecommunications network equipment in the U.S. and that the Department of Commerce is investigating Huawei for its alleged export or re-export of U.S. technology to Iran, Sudan and Syria in violation of U.S. export control laws. Please address for us the possibility that this information will have adverse reputational and other effects upon you because of your business relationship with Huawei.

Response 3:

The Company is aware that Huawei is subject to heightened scrutiny by the U.S. government and of wide publicity relating to Huawei on the subject of export controls. As discussed in the Company’s response to Comment 1, Qorvo is committed to compliance with U.S. export control regulations and trade and economic sanctions and has policies and procedures in place that are consistent with parameters established by BIS, DDTC and OFAC. Qorvo has received no information from Huawei, the U.S. government or any other source indicating that any Qorvo products have been diverted to Iran, Sudan or Syria, whether by Huawei, any of its customers or through any other channel. Qorvo is not aware of any concerns from investors, customers or suppliers regarding the resale of Qorvo products by its customers, including Huawei, to sanctioned countries. Accordingly, Qorvo does not anticipate any material adverse impact on its reputation or other material effects on Qorvo from doing business with Huawei.

Business, page 4

Customers, page 12

Comment 4: Please revise future applicable filings to identify your “largest end customer.” See Item 101(c)(1)(vii) of Regulation S-K. Please ensure that such revised disclosure is for each segment, to the extent material, as well as your overall business.

Response 4:

The Company acknowledges the Staff’s comment and respectfully informs the Staff that it will identify, in future applicable filings, its largest end customer for each segment, as well as its overall business.

Comment 5: Please revise future applicable filings to clarify the end products to which material amounts of your revenues relates. For example, your disclosure on page 5 indicates your MP segment supplies products for smartphones, tablets, wearables and computers. Your disclosure here indicates that a “majority” of revenue from your major customers relates to “mobile products.” However, it is unclear to what “mobile products” you are referring and what you mean by a “majority” of your revenue.

3

Response 5:

The Company acknowledges the Staff’s comment and respectfully informs the Staff that it will further clarify, in future applicable filings, the end products associated with the revenue of its Mobile Products operating segment.

Form 10-Q for the Fiscal Quarter Ended October 1, 2016

Management’s Discussion and Analysis, page 28

Results of Operations, page 32

Comment 6: Please revise future filings to clarify the reasons underlying the changes to your gross margin to which you refer in the third paragraph on page 32. For example, clarify the reasons for the “higher demand” for your smartphone-related products. Please also clarify the “quality issues,” “lower than expected manufacturing and assembly yields,” and how product mix changed, thus affecting your gross margin. While we note the reference to a shift to “lower margin products,” it is unclear to what products you are referring.

Response 6:

The Company acknowledges the Staff’s comment and respectfully informs the Staff that in future filings, the Company will further clarify its narrative discussion of any material changes in gross margin, including the reasons underlying such changes.

We hope that the above responses will be acceptable to the Staff. If you have any questions regarding the foregoing, kindly contact the undersigned at 336.678.8989. Thank you for your time and attention.

Sincerely,

/s/

Mark J. Murphy

Mark J. Murphy
Chief Financial Officer


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https://www.sec.gov/Archives/edgar/data/1604778/000160477817000006/filename1.htm