As filed with the U.S. Securities and Exchange Commission on December 27, 2023
Registration No. 333-147321
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Chunghwa Telecom Co. Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Taiwan, Republic of China
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, NY 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
Telephone: (212) 947-7200
(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, Suite 2405
New York, New York 10022
(212) 319-7600
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 (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten common shares of Chunghwa Telecom Co. Ltd. | N/A | N/A | N/A | N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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. |
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 Amendment No. 1 to the Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Post-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 |
| | | |
(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 | | Articles 15, 16 and 18 |
| | | | |
| (iii) | Collection and distribution of dividends | | Articles 4, 12, 13, 15 and 18 |
| | | | |
| (iv) | Transmission of notices, reports and proxy soliciting material | | Articles 11, 15, 16 and 18 |
| | | | |
| (v) | Sale or exercise of rights | | Articles 13, 14, 15 and 18 |
| | | | |
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles 12, 13, 15, 17 and 18 |
| | | | |
| (vii) | Amendment, extension or termination of the Deposit Agreement | | Articles 20 and 21 |
| | | | |
| (viii) | Rights of holders of American Depositary Receipts to inspect the transfer books of the Depositary and the list of Holders of American Depositary Receipts | | Article 11 |
| | | | |
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Articles 2, 3, 4, 5, 6, 8 and 22 |
| | | | |
| (x) | Limitation upon the liability of the Depositary | | Articles 14, 18, 19 and 21 |
| | | | |
(3) | Fees and Charges | | Articles 7 and 8 |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | |
(a) | Statement that Chunghwa Telecom Co. Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities 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 Exchange Commission located at the date hereof at 100 F Street, NE in Washington, D.C. | | Article 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of November 21, 2007 among Chunghwa Telecom Co. Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed. |
| (a)(2) | Form of Amendment to Deposit Agreement, including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2). |
| (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. Filed herewith as Exhibit (e). |
| (f) | Power of Attorney. Included as part of the signature pages hereto. |
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 Post-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 December 27, 2023.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| |
| | JPMORGAN CHASE BANK, N.A., as Depositary |
| | |
| By: | /s/ Lisa M. Hayes |
| Name: | Lisa M. Hayes |
| Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Chunghwa Telecom Co. Ltd. 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, Republic of China on December 27, 2023.
| Chunghwa Telecom Co. Ltd. |
| | |
| By: | /s/ Shui-Yi Kuo |
| Name: | Shui-Yi Kuo |
| Title: | Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Shui-Yi Kuo and Chau-Young Lin, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and/or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 he or she may or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on December 27, 2023, in the capacities indicated.
Signature | | Title |
| |
/s/ Shui-Yi Kuo Shui-Yi Kuo | | Chairman, Chief Executive Officer and Director |
| |
/s/ Chau-Young Lin Chau-Young Lin | | President and Director |
| |
/s/ Hsiang-Ling Hu Hsiang-Ling Hu | | Director |
| |
/s/ Shin-Yi Chang Shin-Yi Chang | | Director |
| |
/s/ Sin-Horng Chen Sin-Horng Chen | | Director |
| | |
/s/ Lee, Ching-Hwi | | Director |
Lee, Ching-Hwi | | |
| | |
/s/ Hsiu-Chuan Tsai | | Director |
Hsiu-Chuan Tsai | | |
| | |
/s/ Shih-Hung Tseng | | Director |
Shih-Hung Tseng | | |
| | |
/s/ Yu-Fen Lin | | Independent Director |
Yu-Fen Lin | | |
| | |
/s/ Chung-Chin Lu | | Independent Director |
Chung-Chin Lu | | |
| | |
/s/ Yi-Chin Tu | | Independent Director |
Yi-Chin Tu | | |
| | |
/s/ Chia-Chung Chen | | Independent Director |
Chia-Chung Chen | | |
| | |
/s/ Su-ming Lin | | Independent Director |
Su-ming Lin | | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Chunghwa Telecom Co. Ltd. has signed this Post-Effective Amendment to Registration Statement on Form F-6 in New York, New York, on December 27, 2023.
| U.S. AUTHORIZED REPRESENTATIVE |
| |
| Cogency Global Inc. |
| | |
| By: | | /s/ Colleen A. De Vries |
| Name: | | Colleen A. De Vries |
| Title: | | Senior Vice President |
INDEX TO EXHIBITS
Exhibit Number | | |
| | |
(a)(2) | Form of Amendment to Deposit Agreement. | |
| | |
(e) | Rule 466 Certification. | |
| | |