SC 13D/A 1 u98607sc13dza.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.5)* DYNAMOTIVE ENERGY SYSTEMS CORPORATION ------------------------------------------------- (Name of Issuer) Common Stock, No Par Value ------------------------------------------------- (Title of Class of Securities) 26792410 ------------------------------------------------- (CUSIP Number) Ms. Chan Ling, Eva China Energy Holdings Limited 8/F Paul Y. Centre, 51 Hung To Road Kwun Tong, Kowloon, Hong Kong (852) 2372-0130 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 13 - 16, 20, 21, 23, 29 May 2003 5, 16, 17 June 2003 ------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 2 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS China Energy Holdings Limited - not applicable. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC of reporting person -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not applicable. -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 6,483,331 shares of common stock OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 6,483,331 shares of common stock -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,483,331 shares of common stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not applicable. -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 2 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 3 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS China Strategic Holdings Limited - not applicable. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 6,483,331 shares of common stock OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 6,483,331 shares of common stock -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,483,331 shares of common stock -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not applicable. -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 3 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 4 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Calisan Developments Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Calisan Developments Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 4 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 5 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Great Decision Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Great Decision Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 5 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 6 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Paul Y. - ITC Investments Group Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Paul Y. - ITC Investments Group Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 6 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 7 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Paul Y. - ITC Construction Holdings (B.V.I.) Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Paul Y. - ITC Construction Holdings (B.V.I.) Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 7 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 8 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Paul Y. - ITC Construction Holdings Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Paul Y. - ITC Construction Holdings Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 8 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 9 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Hollyfield Group Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Samoa -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Hollyfield Group Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 9 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 10 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Well Orient Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Well Orient Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 10 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 11 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Powervote Technology Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Powervote Technology Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 11 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 12 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Hanny Magnetics (B.V.I.) Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Hanny Magnetics (B.V.I.) Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 12 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 13 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Hanny Holdings Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Hanny Holdings Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 13 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 14 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Famex Investment Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Famex Investment Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 14 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 15 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mankar Assets Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Mankar Assets Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 15 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 16 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ITC Investment Holdings Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ITC Investment Holdings Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 16 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 17 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ITC Corporation Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ITC Corporation Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 17 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 18 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Galaxyway Investments Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Galaxyway Investments Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 18 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 19 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Chinaview International Limited - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Chinaview International Limited disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 19 SCHEDULE 13D -------------------------------------------------------------------------------- CUSIP No. 267924108 PAGE 20 OF 131 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Chan Kwok Keung, Charles - not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable. (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY Disclaimed (see Item 11 below) OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see Item 11 below) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Chan Kwok Keung, Charles disclaims beneficial ownership of the shares beneficially owned by China Energy Holdings Limited and China Strategic Holdings Limited. -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.92% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------------------------------------------------------------- 20 Note: This Amendment No. 5 is being filed to reflect a change in the percentage ownership of the subject company by China Energy Holdings Limited and China Strategic Holdings Limited, as well as the several indirect holders who are reporting persons on this Statement, Calisan Developments Limited, Great Decision Limited, Paul Y. - ITC Investments Group Limited, Paul Y. - ITC Construction Holdings (B.V.I.) Limited, Paul Y. - ITC Construction Holdings Limited, Hollyfield Group Limited, Well Orient Limited, Powervote Technology Limited, Hanny Magnetics (B.V.I.) Limited, Hanny Holdings Limited, Famex Investment Limited, Mankar Assets Limited, ITC Investment Holdings Limited, ITC Corporation Limited, Galaxyway Investments Limited, Chinaview International Limited, and Dr. Chan Kwok Keung, Charles. The change in percentage ownership resulted from certain changes in the outstanding capital of the subject company of which the foregoing direct or indirect holders recently became aware, as described in Item 4 below. None of the foregoing parties bought or sold any securities of the subject company since the filing of Amendment No. 4 to this Statement in June 2003. The Amendment No. 5 is also being filed to provide other non-material updated information in items 1, 2, 3, 4 and 5. Items 1, 2, 3, 4 and 5 have been amended accordingly. ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock (the "Common Stock") of DynaMotive Energy Systems Corporation (the "Company"), a Delaware corporation, with its principal executive offices at Suite 105 - 1700 West 75th Avenue, Vancouver, British Columbia, Canada, V6P 6G2 ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by: China Strategic Holdings Limited China Strategic Holdings Limited ("CSH") is a Hong Kong company with its principal executive and business offices located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. The principal business of CSH is that of an investment holding company with diversified interests in tire manufacturing, manufacturing, retailing and distribution of Chinese medicine, western pharmaceuticals and health food and investment in infrastructure projects through its subsidiaries. CSH owns 100% of the issued shares of China Energy Holdings Limited and, through such interest, is the indirect beneficial owner of 6,483,331 shares of Common Stock (the "CSH Shares"). During the past five years, neither CSH nor, to the best knowledge of CSH, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic 21 violations or similar misdemeanors) or 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 judgement, 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. China Energy Holdings Limited China Energy Holdings Limited ("China Energy"), a Hong Kong company, is a wholly owned subsidiary of CSH, and it directly owns 6,483,331 shares of Common Stock. China Energy's principal business is that of an investment holding company whose principal asset currently is such shares in the Company, and its principal executive and business offices are located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. During the past five years, neither China Energy nor, to the best knowledge of China Energy, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Calisan Developments Limited The principal business of Calisan Developments Limited, a British Virgin Islands company ("Calisan"), is investment holding. The principal executive and business offices of Calisan are located at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Calisan owns 14.55% of the issued shares of CSH and may, pursuant to Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act'), be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Calisan disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Calisan is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH shares. During the past five years, neither Calisan nor, to the best knowledge of Calisan, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Great Decision Limited The principal business of Great Decision Limited, a British Virgin Islands company ("Great Decision"), is investment holding. The principal executive and business offices of Great 22 Decision are located at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Great Decision owns 100% of the issued shares of Calisan and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Great Decision disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Great Decision is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Great Decision nor, to the best knowledge of Great Decision, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Paul Y. - ITC Investments Group Limited The principal business of Paul Y. - ITC Investments Group Limited, a British Virgin Islands company ("Paul Y. Investments"), is investment holding. The principal executive and business offices of Paul Y. Investments are located at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Paul Y. Investments owns 100% of the issued shares of Great Decision and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Paul Y. Investments disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Paul Y. Investments is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Paul Y. Investments nor, to the best knowledge of Paul Y. Investments, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Paul Y. - ITC Construction Holdings (B.V.I.) Limited The principal business of Paul Y. - ITC Construction Holdings (B.V.I.) Limited, a British Virgin Islands company ("Paul Y. BVI"), is investment holding. The principal executive and business offices of Paul Y. BVI are located at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Paul Y. BVI owns 100% of the issued shares of Paul Y. Investments and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Paul Y. BVI disclaims beneficial ownership of the CSH Shares and the 23 filing of this statement shall in no way be construed as an admission that Paul Y. BVI is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Paul Y. BVI nor, to the best knowledge of Paul Y. BVI, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Paul Y. - ITC Construction Holdings Limited The principal business of Paul Y. - ITC Construction Holdings Limited, a Bermuda company ("Paul Y. Holdings"), is that of investment holding with interests mainly in companies engaged in construction, property development and investment, manufacturing and trading of construction materials as well as strategic investment in contracting businesses including contract mining, contract drilling, engineering, infrastructure services, power services, telecommunication services and rail services, installation and maintenance of elevators and escalators, and provision of specialized business and management solutions. The principal executive and business offices of Paul Y. Holdings are located at 31st Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Paul Y. Holdings owns 100% of the issued shares of Paul Y. BVI and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Paul Y. Holdings disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Paul Y. Holdings is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Paul Y. Holdings nor, to the best knowledge of Paul Y. Holdings, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Hollyfield Group Limited The principal business of Hollyfield Group Limited, a Samoa company ("Hollyfield"), is investment holding. The principal executive and business offices of Hollyfield are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Hollyfield owns 64.46% of the issued shares of Paul Y. Holdings and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Hollyfield disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Hollyfield is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. 24 During the past five years, neither Hollyfield nor, to the best knowledge of Hollyfield, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Well Orient Limited The principal business of Well Orient Limited, a Hong Kong company ("Well Orient"), is investment holding. The principal executive and business offices of Well Orient are located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Well Orient owns 14.55% of the issued shares of CSH and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Well Orient disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Well Orient is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH shares. During the past five years, neither Well Orient nor, to the best knowledge of Well Orient, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Powervote Technology Limited The principal business of Powervote Technology Limited, a British Virgin Islands company ("Powervote"), is investment holding. The principal executive and business offices of Powervote are located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Powervote owns 100% of the issued shares of Well Orient and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Powervote disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Powervote is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Powervote nor, to the best knowledge of Powervote, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. 25 Hanny Magnetics (B.V.I.) Limited The principal business of Hanny Magnetics (B.V.I.) Limited, a British Virgin Islands company ("Hanny BVI"), is investment holding. The principal executive and business offices of Hanny BVI are located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Hanny BVI owns 100% of the issued shares of Powervote and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Hanny BVI disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Hanny BVI is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH shares. During the past five years, neither Hanny BVI nor, to the best knowledge of Hanny BVI, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Hanny Holdings Limited The principal business of Hanny Holdings Limited, a Bermuda company ("Hanny"), is the manufacture, distribution and marketing of data storage media and the distribution and marketing of computer accessories, storage media and consumer electronic products and securities trading. Hanny also holds an investment portfolio of information technology-related companies. The principal executive and business offices of Hanny are located at 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Hanny owns 100% of the issued shares of Hanny BVI and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Hanny disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Hanny is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Hanny nor, to the best knowledge of Hanny, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Famex Investment Limited The principal business of Famex Investment Limited, a Hong Kong company ("Famex"), is investment holding. The principal executive and business offices of Famex are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. 26 Famex owns 28.26% of the issued shares of Hanny and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Famex disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Famex is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Famex nor, to the best knowledge of Famex, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Mankar Assets Limited The principal business of Mankar Assets Limited, a British Virgin Islands company ("Mankar"), is investment holding. The principal executive and business offices of Mankar are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Mankar owns 100% of the issued shares of Famex and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Mankar disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Mankar is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Mankar nor, to the best knowledge of Mankar, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. ITC Investment Holdings Limited The principal business of ITC Investment Holdings Limited, a British Virgin Islands company ("ITC Holdings"), is investment holding. The principal executive and business offices of ITC Holdings are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. ITC Holdings owns 100% of the issued shares of Hollyfield and Mankar and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, ITC Holdings disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that ITC Holdings is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither ITC Holdings nor, to the best knowledge of ITC Holdings, any of its executive officers and directors have been convicted in a criminal 27 proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. ITC Corporation Limited The principal business of ITC Corporation Limited, a Bermuda company ("ITC"), is investment holding. The principal executive and business offices of ITC are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. ITC owns 100% of the issued shares of ITC Holdings and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, ITC disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that ITC is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither ITC nor, to the best knowledge of ITC, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Galaxyway Investments Limited The principal business of Galaxyway Investments Limited, a British Virgin Islands company ("Galaxyway"), is investment holding. The principal executive and business offices of Galaxyway are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Galaxyway owns 34.82% of the issued ordinary shares of ITC and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Galaxyway disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Galaxyway is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Galaxyway nor, to the best knowledge of Galaxyway, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Chinaview International Limited 28 The principal business of Chinaview International Limited, a British Virgin Islands company ("Chinaview"), is investment holding. The principal executive and business offices of Chinaview are located at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Chinaview owns 100% of the issued shares of Galaxyway and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Chinaview disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Chinaview is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, neither Chinaview nor, to the best knowledge of Chinaview, any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 judgement, 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. Chan Kwok Keung, Charles The business address of Dr. Chan Kwok Keung, Charles ("Dr. Chan"), a citizen of the United Kingdom, is 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Dr. Chan is the: (i) Chairman of Paul Y. Holdings, ITC, Hanny, China Enterprises Limited and Dong Fang Gas Holdings Limited, (ii) Chairman and Chief Executive Officer of CSH, (iii) an executive director of Ananda Wing On Travel (Holdings) Limited and (iv) a non-executive director of Downer EDI Limited. Dr. Chan is the sole director of Galaxyway and Chinaview. Dr. Chan owns 100% of the issued shares of Chinaview and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the CSH Shares by CSH and China Energy. However, Dr. Chan disclaims beneficial ownership of the CSH Shares and the filing of this statement shall in no way be construed as an admission that Dr. Chan is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the CSH Shares. During the past five years, Dr. Chan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not 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 judgement, 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. The name, business address, citizenship and present occupation or employment of each executive officer and director of the foregoing entities and the name, principal business and address of any corporation or other organization in which such employment is conducted are set forth on Schedules I through XIX hereto and are incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of Common Stock were acquired by China Energy on February 11, 2000 as 29 more fully described in the Schedule 13D dated February 11, 2000. This amendment is being made in part to reflect a change in the percentage ownership in the Company of CSH, China Energy, Calisan, Great Decision, Paul Y. Investments, Paul Y. BVI, Paul Y. Holdings, Hollyfield, Well Orient, Powervote, Hanny BVI, Hanny, Famex, Mankar, ITC Holdings, ITC, Galaxyway, Chinaview and Dr. Chan, as described in Item 4 below. ITEM 4. PURPOSES OF TRANSACTION. None of the reporting persons named in this Statement has bought or sold any securities of the Company since the date of Amendment No. 4 to this Statement. The following is an explanation of the changes in the Company's outstanding share capital which necessitated this Amendment No. 5: In mid May to mid June 2003, China Energy disposed 516,669 common stock of the Company. The net results of these changes in the total number of shares outstanding is that the percentage ownership interest of China Energy and CSH in the Company decreased to 11.92%. These changes also resulted in a percentage decrease to 11.92% for all other reporting persons, but as noted elsewhere in this Statement, such other reporting persons disclaim beneficial ownership of those shares. Except as described in this Item 4, none of China Energy, CSH, Calisan, Great Decision, Paul Y. Investments, Paul Y. BVI, Paul Y. Holdings, Hollyfield, Well Orient, Powervote, Hanny BVI, Hanny, Famex, Mankar, ITC Holdings, ITC, Galaxyway, Chinaview or Dr. Chan has any plan, nor has under consideration any proposal which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 30 (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated in (a)-(i) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) China Energy is the beneficial owner of 6,483,331 shares of Common Stock, representing 11.92% of the outstanding Common Stock, and has shared power over the voting and disposition of the CSH Shares with CSH. CSH indirectly beneficially owns 6,483,331 shares of Common Stock, representing 11.92% of the class, due to its 100% ownership of China Energy. CSH is deemed to have shared power to vote and to dispose of 6,483,331 shares of Common Stock with China Energy. Calisan, through its ownership of 14.55% of the issued shares of CSH, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Calisan expressly disclaims beneficial ownership of such shares. Great Decision, through its ownership of 100% of the issued shares of Calisan, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Great Decision expressly disclaims beneficial ownership of such shares. Paul Y. Investments, through its ownership of 100% of the issued shares of Great Decision, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Paul Y. Investments expressly disclaims beneficial ownership of such shares. Paul Y. BVI, through its ownership of 100% of the issued shares of Paul Y. Investments, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Paul Y. BVI expressly disclaims beneficial ownership of such shares. Paul Y. Holdings, through its ownership of 100% of the issued shares of Paul Y. BVI, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Paul Y. Holdings expressly disclaims beneficial ownership of such shares. Hollyfield, through its ownership of 64.46% of the issued shares of Paul Y. Holdings, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Hollyfield expressly disclaims beneficial ownership of such shares. 31 Well Orient, through its ownership of 14.55% of the issued shares of CSH, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Well Orient expressly disclaims beneficial ownership of such shares. Powervote, through its ownership of 100% of the issued shares of Well Orient, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Powervote expressly disclaims beneficial ownership of such shares. Hanny BVI, through its ownership of 100% of the issued shares of Powervote, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Hanny BVI expressly disclaims beneficial ownership of such shares. Hanny, through its ownership of 100% of the issued shares of Hanny BVI, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Hanny expressly disclaims beneficial ownership of such shares. Famex, through its ownership of 28.26% of the issued shares of Hanny, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Famex expressly disclaims beneficial ownership of such shares. Mankar, through its ownership of 100% of the issued shares of Famex, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Mankar expressly disclaims beneficial ownership of such shares. ITC Holdings, through its ownership of 100% of the issued shares of both Hollyfield and Mankar may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, ITC Holdings expressly disclaims beneficial ownership of such shares. ITC, through its ownership of 100% of the issued shares of ITC Holdings may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, ITC expressly disclaims beneficial ownership of such shares. Galaxyway, through its ownership of 34.82% of the issued ordinary shares of ITC, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Galaxyway expressly disclaims beneficial ownership of such shares. Chinaview, through its ownership of 100% of the issued shares of Galaxyway, may be deemed to share voting and dispositive power over 6,483,331 shares of 32 Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Chinaview expressly disclaims beneficial ownership of such shares. Dr. Chan, through his ownership of 100% of the issued shares of Chinaview, may be deemed to share voting and dispositive power over 6,483,331 shares of Common Stock indirectly beneficially owned by CSH, however, pursuant to Rule 13d-4, Dr. Chan expressly disclaims beneficial ownership of such shares. None of the persons named on Schedules I-XIX beneficially own shares of Common Stock. (c) Not applicable. (d) The reporting persons know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 above with respect to any securities of the Company including, but not limited to, transfer or the voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The document which have been filed as Exhibits are listed in the Exhibit Index herein. 33 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, China Energy Holdings Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF CHINA ENERGY HOLDINGS LIMITED Dated: 11 July 2003 By: /s/ Chan Ling, Eva --------------------------------- Name: Chan Ling, Eva Title: Director 34 After reasonable inquiry and to the best of my knowledge and belief, China Strategic Holdings Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF CHINA STRATEGIC HOLDINGS LIMITED Dated: 11 July 2003 By: /s/ Chan Ling, Eva --------------------------------- Name: Chan Ling, Eva Title: Executive Director 35 After reasonable inquiry and to the best of my knowledge and belief, Calisan Developments Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF CALISAN DEVELOPMENTS LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 36 After reasonable inquiry and to the best of my knowledge and belief, Great Decision Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF GREAT DECISION LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 37 After reasonable inquiry and to the best of my knowledge and belief, Paul Y. - ITC Investments Group Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF PAUL Y. - ITC INVESTMENTS GROUP LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 38 After reasonable inquiry and to the best of my knowledge and belief, Paul Y. - ITC Construction Holdings (B.V.I.) Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF PAUL Y. - ITC CONSTRUCTION HOLDINGS (B.V.I.) LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 39 After reasonable inquiry and to the best of my knowledge and belief, Paul Y. - ITC Construction Holdings Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Executive Director 40 After reasonable inquiry and to the best of my knowledge and belief, Hollyfield Group Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF HOLLYFIELD GROUP LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 41 After reasonable inquiry and to the best of my knowledge and belief, Well Orient Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF WELL ORIENT LIMITED Dated: 11 July 2003 By: /s/ Lui Siu Tsuen, Richard --------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 42 After reasonable inquiry and to the best of my knowledge and belief, Powervote Technology Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF POWERVOTE TECHNOLOGY LIMITED Dated: 11 July 2003 By: /s/ Lui Siu Tsuen, Richard --------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 43 After reasonable inquiry and to the best of my knowledge and belief, Hanny Magnetics (B.V.I.) Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF HANNY MAGNETICS (B.V.I.) LIMITED Dated: 11 July 2003 By: /s/ Lui Siu Tsuen, Richard --------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 44 After reasonable inquiry and to the best of my knowledge and belief, Hanny Holdings Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF HANNY HOLDINGS LIMITED Dated: 11 July 2003 By: /s/ Allan Yap --------------------------------- Name: Allan Yap Title: Managing Director 45 After reasonable inquiry and to the best of my knowledge and belief, Famex Investment Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF FAMEX INVESTMENT LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 46 After reasonable inquiry and to the best of my knowledge and belief, Mankar Assets Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF MANKAR ASSETS LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 47 After reasonable inquiry and to the best of my knowledge and belief, ITC Investment Holdings Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF ITC INVESTMENT HOLDINGS LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 48 After reasonable inquiry and to the best of my knowledge and belief, ITC Corporation Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF ITC CORPORATION LIMITED Dated: 11 July 2003 By: /s/ Chau Mei Wah, Rosanna --------------------------------- Name: Chau Mei Wah, Rosanna Title: Managing Director 49 After reasonable inquiry and to the best of my knowledge and belief, Galaxyway Investments Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF GALAXYWAY INVESTMENTS LIMITED Dated: 11 July 2003 By: /s/ Chan Kwok Keung, Charles --------------------------------- Name: Chan Kwok Keung, Charles Title: Director 50 After reasonable inquiry and to the best of my knowledge and belief, Chinaview International Limited certifies that the information set forth in this statement is true, complete and correct. FOR AND ON BEHALF OF CHINAVIEW INTERNATIONAL LIMITED Dated: 11 July 2003 By: /s/ Chan Kwok Keung, Charles --------------------------------- Name: Chan Kwok Keung, Charles Title: Director 51 After reasonable inquiry and to the best of my knowledge and belief, I, Dr. Chan Kwok Keung, Charles, certify that the information set forth in this statement is true, complete and correct. Dated: 11 July 2003 /s/ Dr. Chan Kwok Keung, Charles ---------------------------------- Name: Dr. Chan Kwok Keung, Charles 52 SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF CHINA STRATEGIC HOLDINGS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

57 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF CHINA ENERGY HOLDINGS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

59 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF CALISAN DEVELOPMENTS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

62 SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF GREAT DECISION LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

65 SCHEDULE V EXECUTIVE OFFICERS AND DIRECTORS OF PAUL Y. - ITC INVESTMENTS GROUP LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

68 SCHEDULE VI EXECUTIVE OFFICERS AND DIRECTORS OF PAUL Y. - ITC CONSTRUCTION HOLDINGS (B.V.I.) LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

71 SCHEDULE VII EXECUTIVE OFFICERS AND DIRECTORS OF PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

75 SCHEDULE VIII EXECUTIVE OFFICERS AND DIRECTORS OF HOLLYFIELD GROUP LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

78 SCHEDULE IX EXECUTIVE OFFICERS AND DIRECTORS OF WELL ORIENT LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

80 SCHEDULE X EXECUTIVE OFFICERS AND DIRECTORS OF POWERVOTE TECHNOLOGY LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

82 SCHEDULE XI EXECUTIVE OFFICERS AND DIRECTORS OF HANNY MAGNETICS (B.V.I.) LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

85 SCHEDULE XII EXECUTIVE OFFICERS AND DIRECTORS OF HANNY HOLDINGS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

90 SCHEDULE XIII EXECUTIVE OFFICERS AND DIRECTORS OF FAMEX INVESTMENT LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

93 SCHEDULE XIV EXECUTIVE OFFICERS AND DIRECTORS OF MANKAR ASSETS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

96 SCHEDULE XV EXECUTIVE OFFICERS AND DIRECTORS OF ITC CORPORATION LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

100

101 SCHEDULE XVI EXECUTIVE OFFICERS AND DIRECTORS OF GALAXYWAY INVESTMENTS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

102 SCHEDULE XVII EXECUTIVE OFFICERS AND DIRECTORS OF CHINAVIEW INTERNATIONAL LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

103 SCHEDULE XVIII EXECUTIVE OFFICERS AND DIRECTORS OF ITC INVESTMENT HOLDINGS LIMITED AS OF 11 JULY 2003 The principal address and business of each corporation or other organization listed below can be found in Item 2 with respect to the reporting persons listed in this Amendment No. 5 or in Schedule XIX for all other corporations or other organizations.

104

105

106 SCHEDULE XIX PRINCIPAL BUSINESS ADDRESSES AND PRINCIPAL BUSINESSES

107

108

109

110 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1. Share Exchange Agreement, dated as of February 17, 2000, by and between Creative Master International, Inc. and Tony Tong, Wan Sang Hui, Lee Li, James Mullen, John Farrell, Paul Poung - Hwa Chow, Fung Oi Ip Alfonso, Oei Hong Leong, Fortune E-Commerce Limited, B2B Ltd., the owner of PacificNet.com, LLC and PacificNet.com, Inc. (previously filed with the initial Statement on Schedule 13D). 2. Supplement to the Share Exchange Agreement, dated as of April 29, 2000, among Creative Master International, Inc., PacificNet.com, LLC and the members of PacificNet.com, Inc. and other persons and entities listed on the signature pages thereto (previously filed with the initial Statement on Schedule 13D). 3. Joint Filing Agreement dated October 19, 2000 among the reporting persons listed on this Amendment No. 2 (previously filed with Amendment No. 2 to the initial Statement on Schedule 13D). 4. Sale and Purchase Agreement dated September 28, 2000 between Chip Lian Investments (HK) Limited, Calisan Developments Limited, Sanion Enterprises Limited, Mr. Oei Hong Leong and Great Decision Limited (previously filed with Amendment No. 1 to the initial Statement on Schedule 13D and as amended and restated in the previously filed Amendment No. 2). 5. Sale and Purchase Agreement dated September 26, 2000 between Chip Lian Investments (HK) Limited, Calisan Developments Limited, Sanion Enterprises Limited, Mr. Oei Hong Leong and Powervote Technology Limited, as supplemented by that certain supplemental agreement dated September 28, 2000 between such parties (previously filed with Amendment No. 1 to the initial Statement on Schedule 13D and as amended and restated in the previously filed Amendment No. 2). 6. Hutch Agreement dated September 28, 2000 between Namble Limited and Powervote Technology Limited (previously filed with Amendment No. 2 to the initial Statement on Schedule 13D). 7. Joint Filing Agreement dated September 7, 2001 among the reporting persons listed on this Amendment No. 3. 8. Joint Filing Agreement dated January 30, 2002 among the reporting persons listed on this Amendment No. 4. 9. Joint Filing Agreement dated July 11, 2003 among the reporting persons listed on this Amendment No. 5. 111 JOINT FILING AGREEMENT This will confirm the agreement by and between the undersigned that Amendment No. 5 to the Statement on Schedule 13D (the "Statement") with respect to PacificNet Inc. filed on or about this date is being filed on behalf of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts by each of the undersigned, and each of which, taken together, shall constitute one and the same instrument. Dated: 11 July 2003 1 FOR AND ON BEHALF OF CHINA ENERGY HOLDINGS LIMITED By: /s/ Chan Ling, Eva -------------------------------------- Name: Chan Ling, Eva Title: Director 2 FOR AND ON BEHALF OF CHINA STRATEGIC HOLDINGS LIMITED By: /s/ Chan Ling, Eva -------------------------------------- Name: Chan Ling, Eva Title: Executive Director 3 FOR AND ON BEHALF OF CALISAN DEVELOPMENTS LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 4 FOR AND ON BEHALF OF GREAT DECISION LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 5 FOR AND ON BEHALF OF PAUL Y. - ITC INVESTMENTS GROUP LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 6 FOR AND ON BEHALF OF PAUL Y. - ITC CONSTRUCTION HOLDINGS (B.V.I.) LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 7 FOR AND ON BEHALF OF PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Executive Director 8 FOR AND ON BEHALF OF HOLLYFIELD GROUP LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 9 FOR AND ON BEHALF OF WELL ORIENT LIMITED By: /s/ Lui Siu Tsuen, Richard -------------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 10 FOR AND ON BEHALF OF POWERVOTE TECHNOLOGY LIMITED By: /s/ Lui Siu Tsuen, Richard -------------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 11 FOR AND ON BEHALF OF HANNY MAGNETICS (B.V.I.) LIMITED By: /s/ Lui Siu Tsuen, Richard -------------------------------------- Name: Lui Siu Tsuen, Richard Title: Director 12 FOR AND ON BEHALF OF HANNY HOLDINGS LIMITED By: /s/ Allan Yap -------------------------------------- Name: Allan Yap Title: Managing Director 13 FOR AND ON BEHALF OF FAMEX INVESTMENT LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 14 FOR AND ON BEHALF OF MANKAR ASSETS LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 15 FOR AND ON BEHALF OF ITC INVESTMENT HOLDINGS LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Director 16 FOR AND ON BEHALF OF ITC CORPORATION LIMITED By: /s/ Chau Mei Wah, Rosanna -------------------------------------- Name: Chau Mei Wah, Rosanna Title: Managing Director 17 FOR AND ON BEHALF OF GALAXYWAY INVESTMENTS LIMITED By: /s/ Chan Kwok Keung, Charles -------------------------------------- Name: Chan Kwok Keung, Charles Title: Director 18 FOR AND ON BEHALF OF CHINAVIEW INTERNATIONAL LIMITED By: /s/ Chan Kwok Keung, Charles -------------------------------------- Name: Chan Kwok Keung, Charles Title: Director 19 /s/ Dr. Chan Kwok Keung, Charles -------------------------------------- Name: Dr. Chan Kwok Keung, Charles 20

CHINA ENERGY HOLDINGS LTD SC 13D/A