Form 20-F T

Form 40-F o

Yes  o

No  T

PCCW LIMITED

Dated: April 16, 2003

By: /s/ Fiona Nott

Name: Fiona Nott

Title: Company Secretary

                                              NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of PCCW Limited (the "Company") will be held on Thursday, May 22, 2003 at 11:00 a.m. in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong, for the following purposes:

Ordinary Business

1.

To receive and consider the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended December 31, 2002.

2.

To re-elect Directors and authorise the Directors to fix the remuneration of Directors.

3.

To re-appoint Auditors and authorise the Directors to fix their remuneration, special notice having been received pursuant to Sections 116C and 132 of the Companies Ordinance of the intention to propose the following resolution as an Ordinary Resolution:

"THAT Messrs PricewaterhouseCoopers, the retiring Auditors who were appointed by the Board of Directors in 2002 to fill the casual vacancy arising by reason of the resignation of Messrs Arthur Andersen & Co, being eligible and offering themselves for re-appointment, be re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting at a remuneration to be fixed by the Directors."

4

Special Business

To consider and, if thought fit, pass the following as Ordinary Resolutions:

4.

"THAT:

(a)

subject to paragraphs (b) and (c) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;

(b)

such mandate shall not extend beyond the Relevant Period save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c)

the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to paragraph (a) above, otherwise than pursuant to:

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

5

(b)

the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution;

6

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY AND SPECIAL BUSINESS FOR
2003 ANNUAL GENERAL MEETING:

Re-appointment of Auditors
and
Proposals
for general mandates to issue securities
and to repurchase securities of the Company

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

8

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of PCCW Limited (the "Company") will be held on Thursday, May 22, 2003 at 11:00 a.m. in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong, for the following purposes:

Ordinary Business

1.

To receive and consider the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended December 31, 2002.

2.

To re-elect Directors and authorise the Directors to fix the remuneration of Directors.

3.

"THAT Messrs PricewaterhouseCoopers, the retiring Auditors who were appointed by the Board of Directors in 2002 to fill the casual vacancy arising by reason of the resignation of Messrs Arthur Andersen & Co, being eligible and offering themselves for re-appointment, be re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting at a remuneration to be fixed by the Directors."

Special Business

To consider and, if thought fit, pass the following as Ordinary Resolutions:

4.

"THAT:

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

(b)

the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution;

Appendix II

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of securities and also constitutes the Memorandum required under Section 49BA of the Companies Ordinance:

1.

LISTING RULES REQUIREMENT FOR REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares, of a company or the Company, and shall include warrants) on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a)

Shareholders' approval

All on-market securities repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(b)

Source of Funds

Repurchases must be funded out of funds which are legally available for the purpose in accordance with the company's Memorandum and Articles of Association and the laws of Hong Kong.

2.

SHARE CAPITAL

As at April 1, 2003 (the latest practicable date prior to the printing of this statement), the issued share capital of the Company comprised 4,653,754,074 shares of HK$0.25 each. Every five issued and unissued ordinary shares of HK$0.05 each in the capital of the Company were consolidated into one new share of HK$0.25 with effect from January 8, 2003.

Subject to the passing of Ordinary Resolution No. 5 set out in the notice convening the AGM, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 465,375,407 shares on the assumption that there will be no variation in the issued share capital of the Company during the period up to May 22, 2003.

3.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase securities in the market. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

4.

FUNDING OF REPURCHASE

Repurchases pursuant to the Buyback Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases will only be funded out of funds of the Company legally available for the purposes in accordance with its Memorandum and Articles of Association and the laws of Hong Kong.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts) in the event that the Buyback Mandate was to be carried out at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5.

SHARE PRICES

The highest and lowest prices at which the shares of the Company have traded on the Stock Exchange in each of the previous twelve months were as follows:

Highest
      HK$

Lowest
    HK$

April 2002

10.125*

9.700*

May 2002

10.500*

9.600*

June 2002

  9.750*

8.950*

July 2002

  9.200*

7.650*

August 2002

  8.250*

6.850*

September 2002

  6.950*

5.400*

October 2002

  6.100*

4.400*

November 2002

  7.950*

5.400*

December 2002

  7.750*

5.850*

January 2003

  7.100

6.150

February 2003

  6.350

4.950

March 2003

  5.200

4.375

*

Trading prices of the shares have been adjusted to reflect the consolidation of every five ordinary shares of HK$0.05 each into one new share of HK$0.25 with effect from January 8, 2003.

6.

DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that they will exercise the Buyback Mandate in accordance with the Listing Rules and the laws of Hong Kong and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company.

If as a result of share repurchases by the Company, a substantial Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"). Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at April 1, 2003 (the latest practicable date prior to the printing of this statement), Pacific Century Regional Developments Limited ("PCRD"), Pacific Century Diversified Limited ("PCD") and Pacific Century Group Holdings Limited ("PCG") are deemed to be parties acting in concert under the Takeovers Code and they hold in aggregate a total of 36.62 percent of the issued share capital of the Company. PCRD, PCD and PCG each holds approximately 32.81 percent, 3.36 percent and 0.45 percent respectively of the issued share capital of the Company. As the Buyback Mandate allows the Company to repurchase 

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), presently intend to sell any shares to the Company or its subsidiaries under the Buyback Mandate in the event that the Buyback Mandate is approved by Shareholders.