As Filed with the Securities and Exchange Commission on September 25, 2003. Registration No. 333-______ ================================================================================ 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 ------------------------------------------ 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 - 1 - 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 --------------------- 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. - 2 - PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Exhibits -------- (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 ------------ (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. - 3 - 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 - 4 - 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 -------------- 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 - -------------------------------------------- Name: Mr. He Changming /s/: Qi Huaiying Director - -------------------------------------------- Name: Ms. Qi Huaiying /s/: Li Yihuang Director - -------------------------------------------- Name: Mr. Li Yihuang /s/: Du Xinmin Director, Financial Officer - -------------------------------------------- Name: Mr. Du Xinmin /s/: Wang Chiwei Director - -------------------------------------------- Name: Mr. Wang Chiwei /s/: Shi Zhongliang Director - -------------------------------------------- Name: Mr. Shi Zhongliang - 5 - 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. - 6 -