SEC Division of Corporation Finance no-action letter: SUNDAY Communications Limited

DAVIS POLK & WARDWELL

450 LEXINGTON AVENUE AMERICAN LAWYERS 15, AVENUE NIATIGNON NEW YORK, N I I00 i 7 7500s PARIS

• THE HONG KONG CLUE BUILDING
  I300 1 STREET.
  WASVNGTON, D C
  N W
  20005 3A CHATER ROAD 60308
  MESSETURM
  FRANKFURT AM MAN
• HONG KONG - i 600 EL CAMiNO REAL TELEPHONE 1852) 2533 3300 MAROUCS oi LA ENSLNADA. 2
  MENLO PARK. CA

94025 FAX (8521 2533 3388 28004 MADRiD

• 99 GRESHAM STREET 1-6- 1 ROPPONGI
  LONDON ECEV 7NG
• WRITER'S DlSECT MINATO~KU,TOKYO 108-8033
  PARTNERS RESIDENT IN H0NG KONG
  WILLIAM F BARRON
  SHOW-M&O CHEN
  JOHN G CROWLEI

ADMITTED IN NEW YORK
November 1, 2006
Brian V. Breheny, Chief
Celeste M. Murphy, Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Proposed Sale, Withdrawal and Distribution Transaction of SUNDAY Communications Limited Dear Mr. Breheny and Ms. Murphy:
We are writing on behalf of our client, PCCW Limited ("PCCW"),and its subsidiary, SUNDAY Communications Limited ("SUNDAY"), to request that the staff (the "Staff) of the Securities and Exchange Commission (the "Commission") grant no action relief from the provisions of Rule 13e-3 ("Rule 13e-3") under the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), with respect to the proposed sale of substantially all of SUNDAY'S businesses and assets to PCCW or PCCW's subsidiary or subsidiaries followed by a withdrawal of the listing of SUNDAY's shares on The Stock Exchange of Hong Kong Limited (the 'SEHK"), a distribution to the shareholders of SUNDAY and the subsequent liquidation of SUNDAY, as described in this letter.
I. Description of the Companies
A. SUNDAY
SUNDAY is a company incorporated under the iaws of the Cayman Islands. SUNDAY is a developer and provider of wireless communications and data services in Hong Kong, and its subsidiaries hold ZG and 3G licenses. SIJidDAY is a "foreign private issuer" as defined in Rule 3b-4(c) under the Exchange Act, and files annual reports on Form 20-F and furnishes current reports on Form 6-K and other information with the Commission. SUNDAY's ordinary shares, par val~ie HK$O.10 per share, are listed on the SEHK and SUNDAY's American depositary shares ("ADSs"), each representing