UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A No. 2
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: June 30, 2011
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 001-34168
Pansoft Company Limited
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
3/F Qilu Software Park Building
Jinan Hi-Tech Zone, Jinan, Shandong,
People’s Republic of China 250101
(Address of principal executive offices and zip code)
Allen Zhang
c/o Pansoft Company Limited
3/F Qilu Software Park Building
Jinan Hi-Tech Zone, Jinan, Shandong,
People’s Republic of China 250101
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which registered |
Common Stock, par value $0.0059 | NASDAQ Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 5,438,232 common shares, par value $0.0059 per share, as of June 30, 2011.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: need to complete
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ | Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes ¨ No x
PANSOFT COMPANY LIMITED
FORM 20-F
For the Fiscal Year Ended June 30, 2011
TABLE OF CONTENTS
PART I | |||
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | ||
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | ||
ITEM 3. | KEY INFORMATION | ||
ITEM 4. | INFORMATION ON THE COMPANY | ||
ITEM 4A. | UNRESOLVED STAFF COMMENTS | ||
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | ||
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | ||
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | ||
ITEM 8. | FINANCIAL INFORMATION | ||
ITEM 9. | THE OFFER AND LISTING | ||
ITEM 10. | ADDITIONAL INFORMATION | ||
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | ||
PART II | |||
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | ||
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | ||
ITEM 15. | CONTROLS AND PROCEDURES | ||
ITEM 16. | [RESERVED] | ||
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | ||
ITEM 16B. | CODE OF BUSINESS CONDUCT AND ETHICS | ||
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | ||
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | ||
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | ||
ITEM 16F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT | ||
ITEM 16G. | CORPORATE GOVERNANCE | ||
PART III | |||
ITEM 17. | FINANCIAL STATEMENTS | ||
ITEM 18. | FINANCIAL STATEMENTS | ||
ITEM 19. | EXHIBITS | 4 | |
SIGNATURES | 6 | ||
EXHIBIT INDEX |
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EXPLANATORY NOTE
This Amendment No. 2 on Form 20-F/A (the “Form 20-F/A No. 2”) to the annual report on Form 20-F for the fiscal year ended June 30, 2011 (the “Form 20-F”) of Pansoft Company Limited (the “Company”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2011.
This Form 20-F/A No. 2 also includes the following additional XBRL filings in its Exhibits and revised Index for Exhibits.
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF | XBRL Taxonomy Extension Definition Linkbase |
101.LAB | XBRL Taxonomy Extension Label Linkbase |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
The other portions of the Form 20-F are not affected by the changes described above and have not been amended. This Form 20−F/A No. 2 continues to speak as of the date of the Form 20−F and no attempt has been made in this Form 20−F/A No. 2 to modify or update disclosures in the Form 20−F except as noted above. This Form 20−F/A No. 2 does not reflect events occurring after the filing of the Form 20−F or modify or update any related disclosures, and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 20−F with the SEC except as noted above. Accordingly, this Form 20−F/A No. 2 should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the filing of the Form 20−F, including any amendments to those filings.
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ITEM 19. EXHIBITS
Number | Description | |
1.1 | Memorandum of Association of Pansoft Company Limited (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 3.1). | |
1.2 | Articles of Association of Pansoft Company Limited. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 3.2) | |
2.1 | Specimen Certificate for Common Stock (incorporated herein by reference to the Company's S-1/A, dated August 12, 2008, Exhibit 4.1) | |
2.2 | Form of Placement Agent's Warrant (incorporated herein by reference to the Company's S-1, dated May 14, 2008, Exhibit 4.2) | |
4.1 | Form of Technology Development (Commission) Contract for Pansoft (Jinan) Co., Ltd. (incorporated herein by reference to the Company's S-1, dated May 14, 2008, Exhibit 10.1) | |
4.2 | Form of Product Purchase and Sales Contract for Pansoft (Jinan) Co., Ltd. (incorporated herein by reference to the Company's S-1, dated May 14, 2008, Exhibit 10.2) | |
4.3 | Form of Co-operation Contract for Pansoft (Jinan) Co., Ltd. (incorporated herein by reference to the Company's S-1, dated May 14, 2008, Exhibit 10.5) | |
4.4 | Translation of Trust Agreement for Hugh Wang's beneficial ownership of Timesway shares on behalf of PCCL employees (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.6) | |
4.5 | Translation of Trust Agreement between Hugh Wang and Conrad Tsang (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.8) | |
4.6 | Translation of Technology Development (Commission) Contract with Xinjian Sales Branch of China National Petroleum Corporation, Ltd. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.9) | |
4.7 | Translation of PetroChina International Co., LTD (CHINAOIL) SAP System Optimization Project Contract (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.10) | |
4.8 | Translation of Technology Service Contract between Shengli Oil Field Administration and Pansoft (Jinan) Company, Ltd. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.11) | |
4.9 | Translation of Technology Service Contract between Shengli Oil Field Branch of Sinopec and Pansoft (Jinan) Company, Ltd. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.12) | |
4.10 | Translation of China National Petroleum Budget Management Information Project between Financial Management Company of China National Petroleum Corporation and Pansoft (Jinan) Company, Ltd. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.13) | |
4.11 | Translation of Technology Service Contract between Shengli Oil Field Administration and Pansoft (Jinan) Company Ltd. (incorporated herein by reference to the Company's S-1/A, dated July 28, 2008, Exhibit 10.14) | |
4.12 | 2008 Stock Incentive Plan (incorporated herein by reference to the Company's Form 10-K filed on March 27, 2009, Exhibit 10.15) |
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4.13 | Translation of Software Development and Service Agreement between Pansoft (Jinan) Co. Ltd. and Petro-CyberWorks Information Technology Co., Ltd., dated March 12, 2009 (incorporated herein by reference to the Company's Form 10-Q filed on May 15, 2009, Exhibit 10.1) | |
4.14* | Translation of Software Development and Implementation Contract of Funds Management Platform Project between China National Petroleum Corporation and Pansoft (Jinan) Company Ltd., dated June, 2010. (incorporated herein by reference to the Company's Form 20F filed on November 8, 2010, Exhibit 4.14) | |
4.15* | Translation of Software Development and Services Contract For Centralized Accounting System of Sinopec Group between and Pansoft (Jinan) Company Ltd., dated in June, 2010 (incorporated herein by reference to the Company's Form 20F filed on November 8, 2010, Exhibit 4.15) | |
4.16* | Translation of ITLamp Technology Merger and Acquisition Agreement between Pansoft (Jinan) Company Ltd. and Xu Yanming, Wang Huiling, and Gong Yulan, dated May 18, 2010 (incorporated herein by reference to the Company's Form 20F filed on November 8, 2010, Exhibit 4.16) | |
4.17* | Translation of Software Development and Services Contract for Centralized Accounting System of Sinopec Group, date June 2010 (incorporated herein by reference to the Company's Form 20F-A filed on October 26, 2011, Exhibit 4.17) | |
4.18* | Translation of Software Development and Implementation Contract for System Integration between ERP and FMIS China National Petroleum Corporation and its Suppliers dated December 29, 2009 (incorporated herein by reference to the Company's Form 20F filed on October 26, 2011, Exhibit 4.18) | |
4.19 | Translation of Agreement for Acquisition of Equity of Shandong HongAo Power Technology Co., Ltd. dated April, 2010 | |
4.20 | Translation of Contract of Investment in Joint Venture to Develop Software Outsourcing Business for Japanese Client dated August 9, 2010 | |
4.21 | Translation of Memorandum for ITLamp M&A Payment Amendment dated January, 2011 | |
8.1* | List of Subsidiaries of the Company | |
12.1** | Certification of Chief Executive Officer required by Rule 13(a)-14(a) under the Exchange Act | |
12.2** | Certification of Chief Financial Officer required by Rule 13(a)-14(a) under the Exchange Act | |
13.1** | Certification of Chief Executive Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code | |
13.2** | Certification of Chief Financial Officer required by Rule 13a-14(b) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code | |
15.1* | Consent of Crowe Horwath, (HK) CPA Limited, independent registered public accounting firm of the Company | |
101.INS** | XBRL Instance Document | |
101.SCH** | XBRL Taxonomy Extension Schema | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB** | XBRL Taxonomy Extension Label Linkbase |
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101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |
* | Originally filed with the Annual Report on Form 20-F filed on December 30, 2011 |
** | Filed with Annual Report on Form 20-F/A filed on January 20, 2012 |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this amended report on Form 20-F to be signed on its behalf by the undersigned, thereunto duly authorized.
PANSOFT COMPANY LIMITED | ||
January 20, 2012 | By: | /s/ Allen Zhang |
Allen Zhang | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
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