As Filed with the Securities and Exchange Commission on November 15, 2007 |
Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
CGEN Digital Media Company 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
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (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
101 Barclay Street, 22nd Floor
New York, NY 10286
Telephone (212) 815-2293
(Address, including zip code, and telephone number, including area code, of agent for service)
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate statement has been filed to register the deposited shares, check the following box. x
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
| |||||
Title of each class of |
| Amount |
| Proposed maximum |
| Proposed maximum |
| Amount of |
| |||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share evidencing [Ÿ] ordinary share of CGEN Digital Media Company Limited |
| 100,000,000 |
| $ | 0.05 |
| $ | 5,000,000 |
| $ | 153.50 |
| ||
| Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing 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 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 included as Exhibit A to the form of Deposit Agreement filed as Exhibit (1) to this Registration Statement, which is incorporated herein by reference.
2
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption |
| Location in Form of | ||
|
|
|
| |
(1) | Name and address of Depositary |
| Introductory Paragraph | |
|
|
|
| |
(2) | Title of American Depositary Receipts and identity of deposited securities |
| Face of American Depositary Receipt, top center | |
|
|
|
| |
| Terms of Deposit: |
|
| |
|
|
|
| |
| (i) | The amount of deposited securities represented by one unit of American Depositary Shares |
| Face of American Depositary Receipt - upper right corner |
|
|
|
| |
| (ii) | The procedure for voting, if any, the deposited securities |
| Paragraphs (15) and (16) |
|
|
|
| |
| (iii) | The collection and distribution of dividends |
| Paragraphs (12), (13) and (15) |
|
|
|
| |
| (iv) | The transmission of notices, reports and proxy soliciting material |
| Paragraphs (11), (15) and (16) |
|
|
|
| |
| (v) | The sale or exercise of rights |
| Paragraph (14) |
|
|
|
| |
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
| Paragraphs (12) and (17) |
|
|
|
| |
| (vii) | Amendment or termination of the Deposit Agreement |
| Paragraphs (20) and (21) |
|
|
|
| |
| (viii) | Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts |
| Paragraph (11) |
|
|
|
| |
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities |
| Paragraphs (2), (3), (4), (5), (6) and (8) |
|
|
|
|
|
| (x) | Limitation upon the liability of the Depositary |
| Paragraphs (14), (18) and (22) |
|
|
|
|
|
(3) | Fees and Charges |
| Paragraph (7) | |
3
Item 2. Available Information
Item Number and Caption |
| Location in Form of | ||
|
|
|
|
|
2(a) | Statement that CGEN Digital Media Company Limited files reports with the Commission and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. |
| Paragraph (11) | |
4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary Receipt (“ADR”)) among CGEN Digital Media Company Limited (the “Issuer”), The Bank of New York, as Depositary (the “Depositary”), and the Owners and Beneficial Owners of American Depositary Shares.
(2) Form of Letter from the Depositary to the Issuer, relating to the Pre-release of American Depositary Receipts.
(3) Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at its Corporate Trust Office, 101 Barclay Street, New York, NY 10286, for inspection by holders of the ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts, 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 November 15, 2007.
|
|
| |
| By:THE BANK OF NEW YORK, | ||
| as Depositary | ||
| |||
| By: | /s/ Keith G. Galfo | |
| Name: | Keith G. Galfo | |
| Title: | Vice President | |
6
Pursuant to the requirements of the Securities Act of 1933, CGEN Digital Media Company Limited has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Shanghai, PRC, on November 15, 2007.
| CGEN DIGITAL MEDIA COMPANY | ||
| LIMITED | ||
|
|
| |
|
|
| |
| By: | /s/ Yising Chan |
|
| Name: | Yising Chan | |
| Title: | Chairman and Chief Financial Officer | |
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Yising Chan as an attorney-in-fact, with power of substitution, in his name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his 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 and on the dates indicated.
| Signature |
| Title |
| Date |
|
| /s/ Yising Chan |
| Chairman and Chief Financial Officer |
| November 15, 2007 |
| Name: Yising Chan |
| (principal financial and accounting officer) |
|
|
|
|
|
|
|
|
| /s/ Guanyong Tian |
| Chief Executive Officer |
| November 15, 2007 |
| Name: Guanyong Tian |
| (principal executive officer) |
|
|
|
|
|
|
|
|
| /s/ Lijun Mei |
| Director |
| November 15, 2007 |
| Name: Lijun Mei |
|
|
|
|
|
|
|
|
|
|
| /s/ Yinlong Goh |
| Director |
| November 15, 2007 |
| Name: Yinlong Goh |
|
|
|
|
|
|
|
|
|
|
| /s/ Wenda Yuan |
| Director |
| November 15, 2007 |
| Name: Wenda Yuan |
|
|
|
|
7
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement or amendment thereto in Newark, Delaware, on November 15, 2007.
| PUGLISI & ASSOCIATES | ||
|
| ||
|
| ||
|
| ||
| /s/ Donald J. Puglisi |
| |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
8
INDEX TO EXHIBITS
Exhibit |
|
|
(1) |
| Form of Deposit Agreement, among the Issuer, the Depositary and the Owners and Beneficial Owners of American Depositary Shares. |
|
|
|
(2) |
| Form of Letter from the Depositary to the Issuer, relating to the Pre-release of American Depositary Receipts. |
|
|
|
(3) |
| Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered. |
9
