As Filed with the Securities and Exchange Commission on September 25, 2003.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
JIANGXI COPPER COMPANY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
THE 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
Telephone (212) 495-1727
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
Timothy F. Keaney
Executive Vice President
The Bank of New York
101 Barclay Street, 22W
New York, N.Y. 10286
Telephone (646) 885-3309
(Address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Alejandro E. Camacho Gregory G.H. Miao
Clifford Chance US LLP Skadden, Arps, Slate, Meagher & Flom LLP
200 Park Avenue 30/F Tower 2, Lippo Centre
New York, New York 10166 89 Queensway,
Central,
Hong Kong
It is proposed that this filing become effective under Rule 466
|_| 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
Proposed maximum Proposed maximum
Title of each class of Amount aggregate price per aggregate offering Amount of
Securities to be registered to be registered unit(1) price(1) registration fee
American Depositary Shares evidenced by 10,000,000 American U.S. $0.05 U.S. $1,000,000 U.S. $80.90
American Depositary Receipts, each American Depositary Shares
Depositary Share evidencing one hundred (40)
ordinary shares in registered form, par value
RMB 1.00, Jiangxi Copper Company Limited (the
"Shares").
(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.
The Registrant hereby amends this 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 Registration Statement
shall become effective in accordance with Section 8(a) of the U.S. Securities
Act of 1933, as amended, or until the registration statement shall become
effective, on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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 Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of Securities to Be Registered
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CROSS REFERENCE SHEET
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
(1) Name and address of depositary Introductory Article
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of American Depositary Receipt, upper right
by one unit of American Depositary Shares corner
(ii) The procedure for voting, if any, the deposited Articles number 15 and 16
securities
(iii) The collection and distribution of dividends Articles number 12, 14 and 15
(iv) The transmission of notices, reports and proxy Articles number 11, 15 and 16
soliciting material
(v) The sale or exercise of rights Article number 13
(vi) The deposit or sale of securities resulting from Articles number 12 and 17
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Articles number 20 and 21
Deposit Agreement
(viii) Rights of holders of Receipts to inspect the Article number 11
transfer books of the depositary and the list of
holders of Receipts
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Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
(ix) Restrictions upon the right to deposit or Articles number 2, 3, 4, 5, 6 and 8
withdraw the underlying securities
(x) Limitation upon the liability of the depositary Article number 18
(3) Fees and Charges Article number 7
Item 2. Available Information
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Statement that Jiangxi Copper Company furnishes the Article number 11
Commission with certain public reports and documents
required by foreign law or otherwise under Rule 12g3-2(b)
under the U.S. Securities Exchange Act of 1934, as
amended, and that such reports 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
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(a) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of , 2003 among Jiangxi Copper Company Limited (the
"Company"), The Bank of New York (the "Depositary"), and each Owner and
Beneficial Owner from time to time of American Depositary Receipts ("ADRs")
issued thereunder.
(d) Opinion of Clifford Chance US LLP, United States counsel for the
Depositary, as to the legality of the securities being registered.
Item 4. Undertakings
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(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) The Depositary undertakes to notify each registered holder of an ADR at
least 30 days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, The Bank of New York, on behalf of the legal entity created by the
Deposit Agreement dated as of , 2003, among Jiangxi Copper Company
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, as of , 2003.
Legal entity created by the agreement for the
issuance of American Depositary Receipts for
ordinary shares, par value RMB 1.00, of Jiangxi
Copper Company Limited
By: THE BANK OF NEW YORK,
as Depositary
By: /s/: Vincent J. Cahill Jr.
--------------------------
Name: Vincent J. Cahill Jr.
Title: Vice President
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Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, Jiangxi Copper Company Limited has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in The
People's Republic of China, as of , 2003.
By: Jiangxi copper company limited
By: /s/: Du Xinmin
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Name: Du Xinmin
Title: Director, Financial Officer
Each of the undersigned hereby constitutes and appoints Du Xinmin his true
and lawful attorney-in-fact, 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 each said attorney-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this Registration Statement has been signed by or on behalf of the
following persons in the capacities indicated as of , 2003.
Name Title
- ---- -----
/s/: He Changming Chairman
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Name: Mr. He Changming
/s/: Qi Huaiying Director
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Name: Ms. Qi Huaiying
/s/: Li Yihuang Director
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Name: Mr. Li Yihuang
/s/: Du Xinmin Director, Financial Officer
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Name: Mr. Du Xinmin
/s/: Wang Chiwei Director
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Name: Mr. Wang Chiwei
/s/: Shi Zhongliang Director
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Name: Mr. Shi Zhongliang
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
(a) Deposit Agreement (including the form of American Depositary Receipt), 8
dated as of , 2003, among the Company, the Depositary
and each Owner and Beneficial Owner from time to time of ADRs issued
thereunder.
(d) Opinion of Clifford Chance US LLP, United States counsel for the 55
Depositary, as to the legality of the securities being registered.
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