As filed with the Securities and Exchange Commission on December 23, 2016
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
PEOPLE’S REPUBLIC OF CHINA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
225 Liberty 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
225 Liberty Street, 21st 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 | Melody He-Chen, Esq. DLA Piper Hong Kong 17/F Edinburgh Tower, The Landmark 15 Queen's Road Central, Hong Kong (852) 2103-0602 |
It is proposed that this filing become effective under Rule 466
[X] 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, each American Depositary Share representing H Shares of Ping An Insurance (Group) Company of China, Ltd. | 200,000,000 American Depositary Shares | $5.00 | $10,000,000 | $1,159.00 |
| 1 | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
The prospectus consists of the proposed Form of American Depositary 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\ |
- Name and address of depositary
| Introductory Article |
- 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, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of 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 agreement | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 19 and 21 |
| 3. Fees and Charges | Articles number 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 Amended and Restated Deposit Agreement dated as of March 28, 2005, among Ping An Insurance (Group) Company of China, Ltd., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Letter agreement among Ping An Insurance (Group) Company of China, Ltd. and The Bank of New York Mellon relating to pre-release activities. - 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. - See (a) and (b) above. |
| 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. - Filed herewith as Exhibit 5. |
| | |
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 ADSs, 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 ADS 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 December 23, 2016.
Legal entity created by the agreement for the issuance of American Depositary Shares for H Shares of Ping An Insurance (Group) Company of China, Ltd.
| 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, Ping An Insurance (Group) Company of China, Ltd.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the Shenzhen, People’s Republic of China on December 23, 2016.
PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.
By:/s/ MA Mingzhe
Name: MA Mingzhe
Title: Chairman and Chief Executive Officer
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 December 23, 2016.
| Name | | Title |
| | | |
| | | |
/s/ MA Mingzhe | | Chairman of the Board of Directors and Chief |
| MA Mingzhe | | Executive Officer (principal executive officer) |
| | | |
| | | |
| | | |
/s/ SUN Jianyi | | Vice Chairman of the Board of Directors and |
| SUN Jianyi | | Executive Vice President |
| | | |
| | | |
| | | |
/s/ REN Huichuan | | Executive Director and President |
| REN Huichuan | | |
| | | |
| | | |
/s/ YAO Jason Bo | | Executive Director, Executive Vice President, |
| YAO Jason Bo | | Chief Financial Officer and Chief Actuary |
| | | (principal financial and accounting officer) |
| | | |
| | | |
/s/ LEE Yuansiong | | Executive Director and Executive Vice President |
| LEE Yuansiong | | |
| | | |
| | | |
/s/ CAI Fangfang | | Executive Director |
| CAI Fangfang | | |
| | | |
| | | |
/s/ LIN Lijun | | Non-Executive Director |
| LIN Lijun | | |
| | | |
| | | |
/s/ Soopakij CHEARAVANONT | | Non-Executive Director |
| Soopakij CHEARAVANONT | | |
| | | |
| | | |
/s/ YANG Xiaoping | | Non-Executive Director |
| YANG Xiaoping | | |
| | | |
| | | |
/s/ XIONG Peijin | | Non-Executive Director |
| XIONG Peijin | | |
| | | |
| | | |
/s/ LIU Chong | | Non-Executive Director |
| LIU Chong | | |
| | | |
| | | |
/s/ WOO Ka Biu Jackson | | Independent Non-Executive Director |
| WOO Ka Biu Jackson | | |
| | | |
| | | |
/s/ Stephen Thomas MELDRUM | | Independent Non-Executive Director |
| Stephen Thomas MELDRUM | | |
| | | |
| | | |
/s/ YIP Dicky Peter | | Independent Non-Executive Director |
| YIP Dicky Peter | | |
| | | |
| | | |
/s/ WONG Oscar Sai Hung | | Independent Non-Executive Director |
| WONG Oscar Sai Hung | | |
| | | |
| | | |
/s/ SUN Dongdong | | Independent Non-Executive Director |
| SUN Dongdong | | |
| | | |
| | | |
/s/ GE Ming | | Independent Non-Executive Director |
| GE Ming | | |
| | | |
| | | |
| | | |
| PUGLISI & ASSOCIATES | | |
| | | |
| | | |
/s/ Donald J. Puglisi | | Authorized Representative in the United States |
| Donald J. Puglisi | | |
| | | |
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Amended and Restated Deposit Agreement dated as of March 28, 2005, among Ping An Insurance (Group) Company of China, Ltd., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. |
| | |
| | |
| 2 | Letter agreement among Ping An Insurance (Group) Company of China, Ltd., and The Bank of New York relating to pre-release activities. |
| | |
| | |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
| | |
| | |
| 5 | Certification under Rule 466. |
| | |
