As filed with the Securities and Exchange Commission on March 16, 2015
Registration No. 333-
_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
TIAN GE INTERACTIVE HOLDINGS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
CAYMAN ISLANDS
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering price(1) | Amount of registration fee |
| American Depositary Shares representingordinary shares of Tian Ge Interactive Holdings Limited. | 50,000,000 American Depositary Shares | $5.00 | $2,500,000 | $290.50 |
| 1 | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The prospectus consists of the proposed Form of American Depositary Receipt (“Receipt”) included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
| Item -1. | Description of Securities to be Registered |
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt Filed Herewith as Prospectus
| |||
1. Name and address of depositary
| Introductory Article | |||
2. Title of American Depositary Receipts and identity of deposited securities
| Face of Receipt, top center | |||
Terms of Deposit:
| ||||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |||
| (ii) The procedure for voting the deposited securities | Articles number 15, 16 and 18 | |||
| (iii) The procedure for collecting and distributing dividends | Articles number 4, 12, 13, 15 and 18 | |||
| (iv) The procedures for transmitting notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 | |||
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 | |||
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 | |||
| (vii) Amendment, extension or termination of the deposit arrangements | Articles number 20 and 21 | |||
| (viii) The rights that holders of Receipts have to inspect the books of the depositary and the list of Receipt holders | Article number 11 | |||
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 | |||
| (x) Limitation upon the depositary’s liability | Articles number 14, 18, 21 and 22 | |||
3. Fees and Charges
| Articles 7 and 8 | |||
| Item - 2. | Available Information | |||
| Public reports furnished by issuer | Article number 11 | |||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of ____________, 2015, among Tian Ge Interactive Holdings Limited, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Form of pre-release side letter dated as of ____________, 2015, among Tian Ge Interactive Holdings Limited and The Bank of New York Mellon. - Filed herewith as Exhibit 2. |
| c. | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – Not Applicable. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
| e. | Certification under Rule 466. - Not Applicable. |
Item - 4.
Undertakings
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Share thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 16, 2015.
Legal entity created by the agreement for the issuance of American Depositary Shares representing ordinary shares of Tian Ge Interactive Holdings Limited
By: The Bank of New York Mellon,
As Depositary
By:/s/ Slawomir Soltowski
Name: Slawomir Soltowski
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Tian Ge Interactive Holdings Limitedhas caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Hangzhou, China on March 16, 2015.
TIAN GE INTERACTIVE HOLDINGS LIMITED
By:/s/ Fu Zhengjun
Name: Fu Zhengjun
Title: Chairman and chief executive officer
Each person whose signature appears below hereby constitutes and appoints Fu Zhengjun andKeung Paul Hinsum, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 16, 2015.
/s/ Fu Zhengjun | |
| Fu Zhengjun | |
| Chairman and chief executive officer | |
/s/Keung Paul Hinsum | |
| Keung Paul Hinsum | |
| Chief financial officer | |
| (Principal financial officer) | |
/s/Hu Xiaofei | |
| Hu Xiaofei | |
| Principal accounting officer | |
/s/ Mai Shi’en | |
| Mai Shi’en | |
| Director | |
/s/ Mao Chengyu | |
| Mao Chengyu | |
| Director | |
/s/ Herman Cheng-Chun, Yu | |
| Herman Cheng-Chun, Yu | |
| Director | |
/s/ Yu Bin | |
| Yu Bin | |
| Director | |
/s/ Wu Chak Man | |
| Wu Chak Man | |
| Director | |
/s/ Chan Wing Yuen Hubert | |
| Chan Wing Yuen Hubert | |
| Director | |
| Authorized U.S. Representative in the United States | |
| By: | /s/ Donald J. Puglisi |
| Name: | Donald J. Puglisi |
| Title: | Managing Director |
| Puglisi & Associates | |
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Deposit Agreement dated as of __________, 2015, among Tian Ge Interactive Holdings Limited, The Bank of New York Mellon as Depositary, and all Owners and Holdersfrom time to time of American Depositary Shares issued thereunder.
|
| 2 | Form of pre-release side letter dated as of ____________, 2015, among Tian Ge Interactive Holdings Limited and The Bank of New York Mellon. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
