As filed with the Securities and Exchange Commission on October 20, 2021 | Registration No. 333 - |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
LENOVO GROUP LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Hong Kong
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
390 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Lenovo Holding Company, Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mr. John Stanley – Lenovo Legal Department Lenovo Holding Company, Inc. c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 (302) 658-7581 | Robert K. Williams Cleary Gottlieb Steen & Hamilton LLC Hysan Place 500 Hennessy Road Hong Kong +852 2532 3748 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
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| 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: ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee
|
| American Depositary Shares (ADS(s)), each ADS representing the right to receive twenty (20) ordinary shares of Lenovo Group Limited (the “Company”). | 30,000,000 ADSs | $5.00 | $1,500,000.00 | $139.05 |
* Each unit represents 100 ADSs. ** 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 ADSs.
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This 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 |
Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) | |||
| 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 - Introductory Article. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | Face of Receipt - Introductory Article. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (14) and (15). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (12) and (14). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Reverse of Receipt - Paragraphs (11), (14) and (15). | ||
| (v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (13) and (14). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Reverse of Receipt - Paragraphs (12) and (16). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (19) and (20) (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 | Reverse of Receipt - Paragraph (11). | ||
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Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), and (9). Reverse of Receipt – Paragraph (10). | ||
| (x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (5); Reverse of Receipt - Paragraph (17). | ||
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (8). | ||
| Item 2. | AVAILABLE INFORMATION | Reverse of Receipt - Paragraph (11). | ||
The Lenovo Group Limited (the “Company”) publishes the information contemplated in Rule 12g3-2(b)(2)(i) promulgated under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on its internet website. As of the date hereof, the Company’s internet website is www.lenovo.com and the primary trading market of the Company’s ordinary shares is The Stock Exchange of Hong Kong. The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent required by Rule 12g3-2(b). The information so published by the Company cannot be retrieved from the internet website of United States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
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PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt filed as Exhibit (a)(i) to this 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) | (i) Form of American Depositary Receipt. – Filed herewith as Exhibit (a)(i). (ii) Deposit Agreement, dated as of February 10, 1995, by and among Lenovo Group Limited (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders of of American Depositary Receipts issued thereunder (“Deposit Agreement”). ___ Previously filed as Exhibit (a)(ii) to the Registration Statement on Form F-6 with Registration No. 333-159223. |
| (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. ___ Filed herewith as Exhibit (d). |
| (e) | Certificate under Rule 466. ___ Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
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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 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. |
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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 Lenovo Group Limited, Citibank, N.A., as depositary, and all Holders of American Depositary Receipts 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 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 October 2021.
Legal entity created by the Deposit Agreement under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive twenty (20) ordinary shares of Lenovo Group Limited.
CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Joseph Connor | |
| Name: Joseph Connor | ||
Title: Attorney-in-Fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Lenovo Group Limited 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 on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Hong Kong, on October 20, 2021.
Lenovo Group Limited | ||
| By: | /s/ Wong Wai Ming | |
Name: Mr. Wong Wai Ming Title: Chief Financial Officer | ||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wong Wai Ming to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her 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 to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her 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 Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 20, 2021.
| Signature | Title | |
/s/Yang Yuanqing Mr. Yang Yuanqing | Chief Executive Officer and Director
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/s/Wong Wai Ming Mr. Wong Wai Ming | Chief Financial Officer | |
/s/Zhu Linan Mr. Zhu Linan | Director
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/s/Zhao John Huan Mr. Zhao John Huan | Director
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/s/William O. Grabe Mr. William O. Grabe | Director
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| Signature | Title | |
Mr. William Tudor Brown | Director
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Mr. Yang Chih-Yuan Jerry | Director
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Mr. Gordon Robert Halyburton Orr | Director
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/s/Woo Chin Wan Raymond Mr. Woo Chin Wan Raymond | Director
| |
Ms. Yang Lan | Director
|
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Authorized Representative in the U.S.
LENOVO HOLDING COMPANY, INC. | ||
| By: | /s/ John Stanley | |
| Name: Mr. John Stanley | ||
| Title: Director | ||
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Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
(a)(i)
(d)
| Form of ADR
Opinion of counsel for the Depositary
| |
| (e) | Rule 466 Certification | |