As filed with the U.S. Securities and Exchange Commission on January 22 , 2010
Registration No. 333- 164239
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
PRE-EFFECTIVE AMENDMENT TO
FORM F-6REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
(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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone: (212) 604-1666
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
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.
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 15 ordinary shares of IFM Investments Limited | 100,000,000 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 thereafter 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment to Registration Statement on Form F-6 , which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | | |
| (1) | Name and address of Depositary | | Introductory paragraph and bottom of face of American Depositary Receipt |
| | | | | | |
| (2) | Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | | | | | |
| | Terms of Deposit: | | | |
| | | | | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper right corner |
| | | | | | |
| | (ii) | Procedure for voting, if any, the deposited securities | | |
| | | | | | |
| | (iii) | Collection and distribution of dividends | | Paragraphs (4), (5), (7) and (10) |
| | | | | | |
| | (iv) | Transmission of notices, reports and proxy soliciting material | | Paragraphs (3), (8) and (12) |
| | | | | | |
| | (v) | Sale or exercise of rights | | Paragraphs (4), (5) and (10) |
| | | | | | |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (4), (5), (10) and (13) |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Paragraphs (16) and (17) |
| | | | | | |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | | Paragraph (3) |
| | | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (1), (2), (4), and (5) |
| | | | | | |
| | (x) | Limitation upon the liability of the Depositary | | Paragraph (14) |
| | | | | | |
| (3) | Fees and Charges | | |
| | | | | | |
Item 2. AVAILABLE INFORMATION | | | |
| | | | | | |
| Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | | |
| (b) | Statement that IFM Investments Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a) | Form of Deposit Agreement. Form of Deposit Agreement dated as of , 2010 among IFM Investments Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is 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 hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| | (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. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed. |
| | (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 American Depositary Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 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 January 22 , 2010.
| | Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |
| | | | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| | | | |
| | | | |
| | By: | /s/ Joseph M. Leinhauser | |
| | Name: | | |
| | Title: | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, IFM Investments 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 Pre-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on January 22 , 2010.
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| | By: | /s/ Donald Zhang | |
| | Name: | | |
| | Title: | Chairman of the Board of Directors Chief Executive Officer | |
Under the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on January 22 , 2010, in the capacities indicated.
Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on January 7, 2010, in the capacities indicated.
SIGNATURES
| Signature | | Title |
| | | |
| | | |
| /s/ Donald Zhang | | Chairman of the Board of Directors and Chief Executive |
| Name: Donald Zhang | | Officer (principal executive officer) |
| | | |
| | |
| /s/ Harry Lu * | | Vice Chairman of the Board of Directors and President |
| Name: Harry Lu | | |
| | | |
| | |
| /s/ Kevin Cheng Wei * | | Director and Chief Financial Officer (principal financial and |
| Name: Kevin Cheng Wei | | accounting officer) |
| | | |
| | |
| /s/ Weiping Zhang * | | Director |
| Name: Weiping Zhang | | |
| | | |
| | | |
| /s/ Jennifer Tang * | | Director |
| Name: Jennifer Tang | | |
| | | |
| | | |
| /s/ Qiang Chai * | | Director |
| Name: Qiang Chai | | |
| | | |
| | | |
| /s/ Liang Pei * | | Director |
Name: Liang Pei | | |
*By: /s/Donald Zhang
Name: Donald Zhang
Title: Power of Attorney
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of IFM Investments Limited, has signed this Pre-Effective Amendment to Registration Statement on Form F-6 and Power of Attorney in the City of Newark, Delaware, on January 22 , 2010.
| | | Authorized U.S. Representative | |
| | | | | |
| | | | | |
| | By: | /s/ Gregory F. Lavelle | |
| | | Name: | | |
| | | Title: | Managing Director Puglisi & Associates | |
INDEX TO EXHIBITS
Exhibit Number | | | Sequentially Numbered Page |
| | | | |
| (a) | | Form of Deposit Agreement. | |
| | | | |
| (d) | | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
