As filed with the Securities and Exchange Commission on July 27, 2021. Registration No. 333-11952
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES
CHINA UNICOM (HONG KONG) LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
HONG KONG
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich Street New York, N.Y. 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
Legal Department
240 Greenwich Street
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
(check appropriate box)
[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. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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 the depositary shares and identity of deposited securities
| Face of Receipt, top center |
Terms of Deposit: | |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The procedure for 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 depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | 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 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 Deposit Agreement dated as of June 22, 2000 among China Unicom (Hong Kong) Limited, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Previously filed. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable. |
| 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) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities being registered. – Previously filed. |
| 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 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 ADRs, 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 ADR 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 July 27, 2021.
Legal entity created by the agreement for the issuance of American Depositary Shares representing ordinary shares of China Unicom (Hong Kong) Limited.
| By: | The Bank of New York Mellon |
| | As Depositary |
| | |
| | |
| | | /s/ Lance Miller |
| | Name: | Lance Miller |
| | Title: | Vice President |
Pursuant to the requirements of the Securities Act of 1933, China Unicom (Hong Kong) Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in China, on July 27, 2021.
| CHINA UNICOM (HONG KONG) LIMITED |
| |
| |
| By: | /s/ Wang Xiaochu |
| Name: | Wang Xiaochu |
| Title: | Chairman and Chief Executive |
| | Officer |
| | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 27, 2021.
/s/ Wang Xiaochu | Chairman and Chief Executive Officer |
| Wang Xiaochu | (principal executive officer) |
| | |
| | |
/s/ Chen Zhongyue | Executive Director and President |
| Chen Zhongyue | (performing the function of principal financial and |
| | accounting officer) |
| | |
/s/ Cheung Wing Lam Linus | Independent Non-Executive Director |
| Cheung Wing Lam Linus | |
| | |
| | |
/s/ Wong Wai Ming | Independent Non-Executive Director |
| Wong Wai Ming | |
| | |
| | |
/s/ Chung Shui Ming Timpson | Independent Non-Executive Director |
| Chung Shui Ming Timpson | |
| | |
| | |
/s/ Law Fan Chiu Fun Fanny | Independent Non-Executive Director |
| Law Fan Chiu Fun Fanny | |
| | |
| | |
| | |
| PUGLISI & ASSOCIATES | Authorized Representative in the United States |
| | |
| | |
| By: | /s/ Donald J. Puglisi | |
| Name | Donald J. Puglisi | |
| Title: | Managing Director | |
INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| | |
| 5 | Certification under Rule 466. |
| | |
| | |
