As Filed with the Securities and Exchange Commission on November 12, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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CHITALY HOLDINGS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
CAYMAN ISLANDS
(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
Telephone (212) 495-1784
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
|_| on (Date) at (Time)
If a separate statement has been filed to register the
deposited shares, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be Aggregate price aggregate registration
Securities to be registered registered per unit (1) offering price (1) fee
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American Depositary Shares evidenced by American 10,000,000 $.05 $500,000 $63.35
Depositary Receipts, each American Depositary Share American
evidencing ten (10) ordinary shares of Chitaly Holdings Depositary
Limited Shares
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(1) 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.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(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) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders of
receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (13) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Location in Form of
American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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2(a) Statement that Chitaly Holdings Limited Paragraph (11)
furnishes the Commission with certain public
reports and documents required by foreign law or
otherwise under Rule 12g3-2(b) under the
Securities Exchange Act of 1934 and that such
reports and documents can be inspected by
holders of American Depositary Receipts and
copied at public reference facilities maintained
by the Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of [Date], among Chitaly Holdings Limited (the "Issuer"), The
Bank of New York, as Depositary (the "Depositary"), and each Owner and
Beneficial Owner from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
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 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) The Depositary hereby undertakes to notify each registered holder of
an ADR at least 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 Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of _______________________, 2004, among Chitaly Holdings Limited, The Bank of
New York, as Depositary, and each Owner and Beneficial Owner of an American
Depositary Receipt 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 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 November 12, 2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Andrew J. Zelter
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Name: Andrew J. Zelter
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Chitaly
Holdings Limited has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Hong Kong on November
12, 2004.
CHITALY HOLDINGS LIMITED
By: \s\ TSE Kam Pang
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Name: TSE Kam Pang
Title: Chairman
Each of the undersigned hereby constitutes and appoints TSE Kam Pang and
WONG Kit Wai his true and lawful attorneys-in-fact, each with power of
substitution, in his name, place and stead, in any and all capacities, to sign
any or all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on November 12, 2004
Name Title
\s\ TSE Kam Pang (Principal Executive Officer and Chairman)
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TSE Kam Pang
\s\ WONG Kit Wai (Principal Financial and Accounting Officer)
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WONG Kit Wai
\s\ LAM Toi (Deputy Chairman and Director)
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LAM Toi
\s\ LAM Ning, Joanna (Director)
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LAM Ning, Joanna
__________________________ (Independent non-executive Director)
TSAI Kwang Yung, Peter
__________________________ (Independent non-executive Director)
MA Ming Fai, Gary
\s\ Donald J. Puglisi Authorized Representative in the United States
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Donald J. Puglisi
Managing Director
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of [Date], among the Issuer, the
Depositary and each Owner and Beneficial Owner from time to time of
ADRs issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to the legality of the securities being registered.
(5) Certification under Rule 466.
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