As filed with the Securities and Exchange Commission on April 20, 2012 | Registration No. 333 -175739 |
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 AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
LOYALTY ALLIANCE ENTERPRISE CORPORATION
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 8th Avenue, 13th Floor
New York, New York 10011
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nathaniel P. Gallon, Esq. Jeffrey Cannon, Esq, Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 | Weiheng Chen, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation Suite 504, Two Exchange Square 8 Connaught Place Central Hong Kong (852) 2168-0700 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2301 |
It is proposed that this filing become effective under Rule 466: | o immediately upon filing. o on (Date) at (Time). |
If a separate registration statement has been filed to register the deposited shares, check the following box : x
The Registrant hereby amends this Pre-Effective Amendment No. 1 to 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 Pre-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Pre-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Pre-Effective Amendment No. 1 to Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American | |||||
Depositary Receipt (“Receipt”) | |||||
Item Number and Caption | Filed Herewith as Prospectus | ||||
1. | Name of depositary and address of its principal executive office | Face of Receipt - Introductory Article. | |||
2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | |||
Terms of Deposit: | |||||
(i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | Face of Receipt - Upper right corner. | |||
(ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (16) and (17). | |||
(iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (14). | |||
(iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraph (16). | |||
(v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (14) and (16). | |||
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). | |||
(vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). | |||
(viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of ADSs | Face of Receipt - Paragraph (13). | |||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | |||
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Location in Form of American | ||||
Depositary Receipt (“Receipt”) | ||||
Item Number and Caption | Filed Herewith as Prospectus | |||
(x) | Limitation upon the liability of the depositary | Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). | ||
3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (10). | ||
Item 2. AVAILABLE INFORMATION | Face of Receipt - Paragraph (13). |
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) | Form of Deposit Agreement, by and among Loyalty Alliance Enterprise Corporation (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a). |
(b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby 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. ___ Filed herewith as Exhibit (d). |
(e) | Certificate under Rule 466. ___ None. |
(f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Previously filed on the signature pages to Registration Statement on Form F-6 (Reg. No. 333-175739) filed with the Commission on July 22, 2011, and incorporated herein by reference. |
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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 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 ADS thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Loyalty Alliance Enterprise Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, 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 Pre-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 20th day of April, 2012.
Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing twelve (12) ordinary shares of Loyalty Alliance Enterprise Corporation CITIBANK, N.A., solely in its capacity as Depositary | ||||
By: | /s/ Susan A. Lucanto | |||
Name: | Susan A. Lucanto | |||
Title: | Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Loyalty Alliance Enterprise Corporation 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 Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in New York, New York on April 19, 2012.
LOYALTY ALLIANCE ENTERPRISE CORPORATION | ||||
By: | /s/ Deborah Wang | |||
Name: | Deborah Wang | |||
Title: | Director and Chief Financial Officer | |||
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 19, 2012.
Signature | Title | |
* | Chief Executive Officer and Director (Principal Executive Officer) | |
Frederick Sum | ||
/s/ Deborah Wang | Chief Financial Officer and Director | |
Deborah Wang | (Principal Financial and Accounting Officer) | |
* | Director | |
Xinxiang Chen | ||
* | Director | |
Max Fang | ||
* | Chairman of the Board of Directors | |
Abraham Jou | ||
* | Director | |
Philip Pearson | ||
* | Director | |
Charles Skibo | ||
* | Director | |
David S.C. Wang |
By | /s/ Deborah Wang | |
Deborah Wang | ||
Attorney-in-Fact | ||
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Authorized Representative in the U.S. /s/ Deborah Wang | ||
Deborah Wang, Secretary LAEC Enterprise Corporation, a California corporation |
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Index to Exhibits
Exhibit | Document | Sequentially Numbered Page |
(a) | Form of Deposit Agreement | |
(d) | Opinion of Counsel to the Depositary |