As filed with the Securities and Exchange Commission on March 3, 2006
Registration No. 33-91528
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 for Ordinary Shares
of
JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
People’s Republic of China
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15 and 16
the deposited securities
(iii)
The collection and distribution of
Articles number 12, 14 and 15
dividends
(iv)
The transmission of notices, reports
Articles number 11, 15 and 16
and proxy soliciting material
(v)
The sale or exercise of rights
Article number 13
(vi)
The deposit or sale of securities
Articles number 12 and 17
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 6 and 8
or withdraw the underlying securities
(x)
Limitation upon the liability
Articles number 13 and 18
of the depositary
3.
Fees and Charges
Article number 7
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of May 19, 1995 among Jilin Chemical Industrial Company Limited, The Bank of New York as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Receipts issued thereunder. – Filed previously.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – 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. - See (a) above.
d.
Opinion of Sullivan & Cromwell, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 3, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for H Shares of Jilin Chemical Industrial Company Limited.
By: The Bank of New York,
As Depositary
By:/s/ Allen Murray
Name: Allen Murray
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Jilin Chemical Industrial Company Limited has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jilin City, Jilin Province, People’s Republic of China, on March 3, 2006.
JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
By:
/s/ Zhang Xingfu
Name: Zhang Xingfu
Title: Executive Director and General Manager
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 3, 2006.
Signature
Capacity
/s/ Zhang Xingfu
General Manager (principal executive officer)
Mr. Zhang Xingfu
and Director
/s/ Zhang Liyan
Chief Financial Officer (principal financial and
Ms. Zhang Liyan
accounting officer)
/s/ Li Chongjie
Director
Mr. Li Chongjie
/s/ Yang Dongyan
Director
Ms. Yang Dongyan
/s/ Xiang Ze
Director
Mr. Xiang Ze
/s/ Jiang Jixiang
Director
Mr. Jiang Jixiang
/s/ Lü Yanfeng
Director
Mr. Lü Yanfeng
MORRISON & FOERSTER
Authorized Representative in the United States
By:/s/ Venantius Tan
Mr. Venantius Tan
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INDEX TO EXHIBITS
Exhibit Number | Exhibit |
5 | Certification under Rule 466. |
