PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among LG Display Co., Ltd. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. — Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of July 22, 2004, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. — Previously filed as Exhibit (a) to the Registration Statement on Form F-6 (File No. 333-147661) filed with the Commission on November 28, 2007 and incorporated by reference herein.
(a)(iii) Letter Agreement supplementing the Deposit Agreement, dated as of November 29, 2007, by and between the Company and the Depositary. — Previously filed as Exhibit 2.3 to the Annual Report on Form 20-F (File No. 001-32238) filed with the Commission on April 16, 2008 and incorporated by reference herein.
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.
(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. — None.
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. — previously filed.
(e) Certificate under Rule 466. — None.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.
Item 4. UNDERTAKINGS
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of 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 amount of fees charged is 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 (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of July 22, 2004, by and among LG Display Co., Ltd. (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, as supplemented by the Letter Agreement, dated as of November 29, 2007, by and between the Company and the Depositary and as proposed to be amended by Amendment No. 1 to the Deposit Agreement, 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the _____ day of July, 2014.
| Legal entity created by the Deposit Agreement, dated as of July 22, 2004 under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one-half (1/2) of one (1) share of common stock, par value 5,000 Won per share, of LG Display Co., Ltd.
CITIBANK, N.A., solely in its capacity as Depositary | |
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| By: | /s/ Emi Mak | |
| | Name: Emi Mak | |
| | Title: Vice President | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, LG Display Co., Ltd. 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Seoul, Korea, on July 30, 2014.
| LG DISPLAY CO., LTD. | |
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| By: | /s/ Dong Yeal Lee | |
| | Name: Dong Yeal Lee | |
| | Title: Vice President | |
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dong-Yeal Lee, his true and lawful attorney-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and all amendments (including post-effective amendments and supplements) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, 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, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on July 30, 2014.
Signature | | Title |
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/s/ Sang Beom Han | | Representative Director, President and Chief Executive Officer (Principal Executive Officer) |
Sang Beom Han | | |
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/s/ Sangdon Kim | | Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Sangdon Kim | | |
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/s/ Yu Sig Kang | | Director |
Yu Sig Kang | | |
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/s/ Tae Sik Ahn | | Director |
Tae Sik Ahn | | |
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/s/ Jin Jang | | Director |
Jin Jang | | |
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/s/ Dong Il Kwon | | Director |
Dong Il Kwon | | |
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/s/ Joon Park | | Director |
Joon Park | | |
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Authorized Representative in the U.S. LG Display America Inc. /s/ Chris (Yoongki) Min | | |
Name: Chris (Yoongki) Min | | |
Title: President | | |
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Index to Exhibits
Exhibit | Document | Sequentially Numbered Page |
(a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
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