Securities Exchange Act of 1934
Rule 13e-3

No Action Letter: SUNDAY Communications Limited

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile and U.S. Mail

November 7, 2005

William F. Barron, Esq
Davis Polk & Wardell
American Lawyers
The Hong Kong Club Building
3A Chater Road
Hong Kong

Dear Mr. Barron:

We are responding to your letter dated November 7, 2005 to Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

Based on the representations in your November 7, 2005 letter, as supplemented by telephone conversations with the staff, but without necessarily concurring in your analysis, the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") will not recommend that the Commission take enforcement action if the Privatization Scheme described in your letter is consummated without compliance with the requirements of Rule 13e-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). In granting this relief, we considered the following facts represented in your November 7, 2005 letter, among others:

• U.S. persons hold no more than 10 percent of the outstanding SUNDAY shares (as calculated in accordance with Rule 800(h) under the Securities Act of 1933 (the "Securities Act"), Instruction 2 to paragraph (h)(8) and paragraph (i) of Rule 13e-4 under the Exchange Act and Instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the Exchange Act) on the thirtieth day before commencement of the mandatory tender offer by PCCW Mobile.
   
• PCCW and PCCW Mobile will comply with the conditions, to the extent applicable, set forth in Rule 802(a) under the Securities Act and Rule 13e-4(h)(8) and Rule 14d-1(c) under the Exchange Act.
   

The foregoing no-action position is based solely on the representations and the facts presented in your letter dated November 7, 2005, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Sincerely,

Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Attachment

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/sunday110705.htm