As filed with the Securities and Exchange Commission on March 25, 2005. Registration No. 333-123350
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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
(Exact name of depositary as specified in its charter)
One Wall 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
ADR Division
One Wall Street, 29th 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:
Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 | William Y. Chua, Esq. Sullivan & Cromwell LLP 28th Floor Nine Queen’s Road Central Hong Kong (852) 2826-8688 |
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. [ ]
EMM-781012_1
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
EMM-781012_1
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 |
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, 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 |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of ____________, 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 Receipts issued thereunder. - Filed previously.
b.
Form of letter from the Depositary to Ping An Insurance (Group) Company of China, Ltd. 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 previously.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
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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 24, 2005.
Legal entity created by the agreement for the issuance of American Depositary Receipts for H Shares of Ping An Insurance (Group) Company of China, Ltd.
By:
The Bank of New York,
As Depositary
By:
/s/ Ulla M. Erlandsen
Ulla M. Erlandsen
Vice President
- # -
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 Shenzhen, People’s Republic of China, on March 24, 2005.
PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD.
By: /s/ YAO Jun
Name: YAO Jun
Title: Company Secretary and
Chief Legal Officer
Each person whose signature appears below hereby constitutes and appoints SUN Jianyi and YAO Jun, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her 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 or her name and on his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-i n-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 below by the following persons in the capacities indicated on March 24, 2005.
*
Chairman of the Board of Directors and Chief
MA Mingzhe
Executive Officer (principal executive officer)
*
Chief Operating Officer and Chief Financial Officer
CHEUNG Chi Yan Louis
(principal financial officer)
*
Assistant President and Finance Director
REN Huichuan
(principal accounting officer)
*
Executive Director and Executive Vice President
SUN Jianyi
*
Non-Executive Director
HUANG Jianping
*
Non-Executive Director
LIU Haifeng David
*
Non-Executive Director
Henry CORNELL
*
Non-Executive Director
LIN Yu Fen
*
Non-Executive Director
CHENUG Lee Wah
*
Non-Executive Director
Anthony Philip HOPE
*
Non-Executive Director
Dicky Peter YIP
*
Non-Executive Director
LIN Lijun
*
Non-Executive Director
FAN Gang
*
Non-Executive Director
DOU Wenwei
*
Non-Executive Director
SHI Yuxin
*
Non-Executive Director
HU Aimin
*
Independent Non-Executive Director
BAO Youde
*
Independent Non-Executive Director
KWONG Che Keung Gordon
*
Independent Non-Executive Director
CHENUG Wing Yui
*
Authorized Representative in the United States
Donald J. Puglisi
Puglisi & Associates
* By:/s/ YAO Jun
YAO Jun
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
2 | Form of letter from the Depositary to Ping An Insurance (Group) Company of China, Ltd. relating to pre-release activities. | |
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