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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ZINDART LIMITED
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(Exact name of registrant as specified in its charter)
Hong Kong Not Applicable
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(State if incorporation (I.R.S. Employee
or organization) Identification No.)
Flat C & D, 25/F Block 1, Tai Ping Industrial Centre
57 Ting Kok Road, Tai Po, N.T., Hong Kong
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares represented by American Depositary Shares
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the description under the captions
"Prospectus Summary," "Description of Shares," and "Description of American
Depositary Receipts" on pages 5-6, 40-41, and 42-48 respectively of the
Prospectus dated February 3, 1997, contained in Amendment No. 1 to Registrant's
Registration Statement on Form F-1 (Registration No. 333-17973) filed on
February 3, 1997.
ITEM 2. EXHIBITS
1. Specimen of American Depositary Receipt(1)
2. * Memorandum of Association
3. * Articles of Association
4. A copy of pages 5-6, 40-41, and 42-48 of Registrant's Prospectus
dated February 3, 1997 incorporated by reference in answer to
Item 1 above is filed as an exhibit pursuant to Rule 12b-23.
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(1) To be filed under separate cover.
* Incorporated by reference to Exhibits 3.1 and 3.2 respectively to
Amendment No. 1 to Registrant's Registration Statement on Form F-1
(Registration No. 333-17973) filed on February 3, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ZINDART LIMITED
Date: February 18, 1997
By: /s/ Feather S. Y. Fok
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Feather S. Y. Fok,
Chief Operating Officer,
Chief Financial Officer and Director
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