Loyalty Alliance Enterprise F-6/A Registration for ADRs (foreign) (amended)

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 toRegistration 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 toRegistration 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