UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from to
Commission file number: 001-34784
AutoNavi Holdings Limited |
(Exact name of Registrant as specified in its charter) |
N/A |
(Translation of Registrant’s name into English) |
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Cayman Islands |
(Jurisdiction of incorporation or organization) |
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16/F, Section A, Focus Square No 6. Futong East Avenue, Wangjing Chaoyang District, Beijing 100102 The People's Republic of China |
(Address of principal executive offices) |
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Catherine Qin Zhang Chief Financial Officer 16/F, Section A, Focus Square No 6. Futong East Avenue, Wangjing Chaoyang District, Beijing 100102 The People’s Republic of China Phone: +86 10 8410-7000 Facsimile: +86 10 8410-7777 |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of exchange on which registered |
Ordinary shares, par value US$0.0001 per share* |
| NASDAQ Global Select Market |
* Not for trading, but only in connection with the listing on the NASDAQ Global Select Market of American depositary shares ("ADSs"). Currently, each ADS represents four ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None |
(Title of Class) |
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.
| 196,979,163 ordinary shares, par value $0.0001 per share, as of December 31, 2012. |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes x No
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.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
x Yes o 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 Exchange Act. (Check one):
Large accelerated filer o |
| Accelerated filer x |
| Non-accelerated filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP x |
| International Financial Reporting Standards as issued |
| Other o |
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.
o Item 17 o 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 Exchange Act).
o Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
o Yes o No
This Amendment No. 1 (“Amendment No. 1”) to our annual report on Form 20-F for the year ended December 31, 2012, originally filed with the Securities and Exchange Commission on April 26, 2013 (the “2012 Form 20-F”), is being filed solely to update the XBRL Interactive Data Files. The version of the XBRL Interactive Data Files originally furnished with the 2012 Form 20-F was incorrect due to a filing error by a third party financial printer.
This Amendment No. 1 speaks as of the filing date of the 2012 Form 20-F on April 26, 2013. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2012 Form 20-F or reflect any events that have occurred since April 26, 2013.
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to this Amendment No. 1 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit |
| Description of Document |
1.1 |
| Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 from our F-1/A registration statement (File No. 333-167402), as amended, filed with the Commission on June 16, 2010). |
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4.1 |
| Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.3 from our S-8 registration statement (File No. 333-168890), filed with the Commission on August 17, 2010). |
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4.2 |
| Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
4.3 |
| Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts dated as of June 30, 2010 (incorporated by reference to Exhibit 4.3 from our S-8 registration statement (File No. 333-168890), filed with the Commission on August 17, 2010). |
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8.1* |
| Subsidiaries of the Registrant |
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10.1 |
| 2007 Share Incentive Plan, as amended and terminated as of September 1, 2012 (incorporated by reference to Exhibit 10.1 from our S-8 registration statement (File No. 333-184375) filed with the Commission on October 11, 2012) |
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10.2 |
| Share Incentive Plan, as adopted as of September 1, 2012 (incorporated by reference to Exhibit 10.2 from our S-8 registration statement (File No. 333-184375) filed with the Commission on October 11, 2012) |
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10.2 |
| Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.2 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.4 |
| Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant (incorporated by reference to Exhibit 10.3 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.5 |
| English translation of Operating Agreement among AutoNavi Technology, AutoNavi Software and the shareholders of AutoNavi Software dated December 31, 2009 (incorporated by reference to Exhibit 10.4 from our F-1 registration statement (File No. 333- 167402), as amended, filed with the Commission on June 9, 2010). |
Exhibit |
| Description of Document |
10.6 |
| English translations of Operating Agreement dated September 28, 2006 and the Supplementary Agreement dated December 31, 2009, among AutoNavi Technology, MapABC Technology and the shareholders of MapABC Technology (incorporated by reference to Exhibit 10.5 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.7 |
| English translation of Equity Pledge Agreement between AutoNavi Technology and the shareholders of AutoNavi Software dated December 31, 2009 (incorporated by reference to Exhibit 10.6 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.8 |
| English translation of Equity Pledge Agreement between AutoNavi Technology and the shareholders of MapABC Technology dated September 28, 2006 (incorporated by reference to Exhibit 10.7 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.9 |
| English translation of Power of Attorney by the shareholders of AutoNavi Software dated December 18, 2009 and December 31, 2009, respectively (incorporated by reference to Exhibit 10.8 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.10 |
| English translation of Power of Attorney by the shareholders of MapABC Technology dated December 18, 2009 (incorporated by reference to Exhibit 10.9 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.11 |
| English translation of Exclusive Technology Consulting and Service Agreement between AutoNavi Technology and AutoNavi Software dated December 31, 2009 (incorporated by reference to Exhibit 10.10 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.12 |
| English translation of Exclusive Technology Consulting and Service Agreement between AutoNavi Technology and MapABC Technology dated September 28, 2006 (incorporated by reference to Exhibit 10.11 from our F-1 registration statement (File No. 333- 167402), as amended, filed with the Commission on June 9, 2010). |
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10.13 |
| English translation of Patent License Agreement between AutoNavi Technology and AutoNavi Software dated September 28, 2006 (incorporated by reference to Exhibit 10.12 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.14 |
| English translation of Know-how License Agreement between AutoNavi Technology and AutoNavi Software dated September 28, 2006 (incorporated by reference to Exhibit 10.13 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.15 |
| English translation of Domain Name License Agreement between AutoNavi Technology and AutoNavi Software dated September 28, 2006 (incorporated by reference to Exhibit 10.14 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.16 |
| English translation of Know-how License Agreement between AutoNavi Technology and MapABC Technology dated September 28, 2006 (incorporated by reference to Exhibit 10.15 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.17 |
| English translation of Exclusive Purchase Option Agreement among AutoNavi Technology, AutoNavi Software and the shareholders of AutoNavi Software dated December 31, 2009 (incorporated by reference to Exhibit 10.16 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
Exhibit |
| Description of Document |
10.18 |
| English translations of Exclusive Purchase Option Agreement dated September 28, 2006 and the Supplementary Agreement dated December 31, 2009, among AutoNavi Technology, MapABC Technology and the shareholders of MapABC Technology (incorporated by reference to Exhibit 10.17 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.19 |
| English translation of Manufacturing Consignment Framework Contract among Alpine Electronics Inc., Alpine Electronics (China) Co., Ltd., Beijing ADF Navigation Technology Co., Ltd. and AutoNavi Software Co., Ltd. dated August 1, 2005 (incorporated by reference to Exhibit 10.18 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.20 |
| English translation of Transaction Framework Contract between Beijing ADF Navigation Technology Co., Ltd. and AW (Shanghai) Autoparts Trading Co., Ltd. dated December 1, 2007 (incorporated by reference to Exhibit 10.19 from our F-1 registration statement (File No. 333-167402), as amended, filed with the Commission on June 9, 2010). |
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10.21 |
| English translation of Lease between China National Software & Service Company Limited and AutoNavi Software Co., Ltd. dated April 16, 2010. (incorporated by reference to Exhibit 10.20 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2012) |
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10.22* |
| English translation of form of Real Property Purchase Agreement and Supplementary Agreement dated August 2012 and material terms of each Real Property Purchase Agreement and Supplementary Agreement relating to the Registrant’s new map data facility |
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10.23* |
| English translation of Software License Agreement between AutoNavi Information Technology Co., Ltd., Tianjin Samsung Telecom. Technology Co., Ltd. and Huizhou Samsung Electronics Co., Ltd. dated May 1, 2011 |
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12.1** |
| CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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12.2** |
| CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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13.1* |
| CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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13.2* |
| CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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15.1* |
| Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm |
15.2* |
| Consent of Jun He Law Offices |
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101.INS*** |
| XBRL Instance Document |
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101.SCH*** |
| XBRL Taxonomy Extension Schema Document |
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101.CAL*** |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF*** |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB*** |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE*** |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously filed or furnished with the Annual Report on Form 20-F on April 26, 2013.
** Filed with this Amendment No. 1 to the Annual Report on Form 20-F.
*** Furnished with this Amendment No. 1 to the Annual Report on Form 20-F. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.
| AutoNavi Holdings Limited | |
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| By: | /s/ Congwu Cheng |
| Name: | Congwu Cheng |
| Title: | Director and Chief Executive Officer |
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Date: April 29, 2013 |
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