As filed with the Securities and Exchange Commission on 29 January, 2008
Registration No. 333-
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
------------------------------------------------------------------------
BCD SEMICONDUCTOR MANUFACTURING 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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
---------------------------------
National Corporate Research, Ltd.
225W. 34th Street, Suite 910
New York, New York 10122
(212) 947-7200
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Carmen Chang, Esq. Francis Fitzherbert-Brockholes, Esq.
Steven V. Bernard, Esq. White & Case LLP
Don S, Williams, Esq. 5 Old Broad Street
Scott A. Anthony, Esq. London EC2N 1DW
Wilson Sonsini Goodrich & Rosati +44-20-7532-1000
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate registration statement has been filed to register the deposited
shares, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount to be maximum aggregate maximum aggregate Amount of
of Securities to be registered registered price per unit (1) offering price (2) registration fee
- --------------------------------- --------------------- --------------------- --------------------- ---------------------
American Depositary Shares 100,000,000 $ 0.05 5,000,000 $ 153.50
evidenced by American American Depositary
Depositary Receipts, each Shares
American Depositary Share
representing five ordinary
shares, par value $0.001 each,
of BCD Semiconductor
Manufacturing Limited
1 For the purpose of this table only the term "unit" is defined as one
American Depositary Share.
2 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 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 thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the
================================================================================
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a) may determine.
This Registration Statement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
-----------------------
The prospectus consists of the proposed form of American Depositary
Receipt ("Receipt" or "American Depositary Receipt") included as Exhibits A and
B to the form of Deposit Agreement filed as Exhibit (a) to this Registration
Statement, which form of American Depositary Receipt 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 Receipt
Item Number and Caption Filed Herewith as Prospectus
- -------------------------------------------------------- -------------------------------
1. Name and address of depositary Face of American Depositary
Receipt, Introductory paragraph
2. Title of American Depositary Receipts and identity of Face of American Depositary
deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary
represented by one unit of American Depositary Receipt, upper right corner
Receipts
(ii) The procedure for voting, if any, the Articles 14 and 15
deposited securities
(iii) The collection and distribution of Articles 2, 9, 13, 14 and 21
dividends
(iv) The transmission of notices, reports and Articles 12, 14, 15 and 21
proxy soliciting material
(v) The sale or exercise of rights Articles 2, 6, 9, 13 and 21
(vi) The deposit or sale of securities Articles 3, 4, 6, 8, 9 and 16
resulting from dividends, splits or plans of
reorganization
(vii) Amendment, extension or termination of Articles 19, 20 and 21
the deposit agreement
(viii) Rights of holders of Receipts to Articles 12
inspect the transfer books of the depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Articles 2, 4, 6 and 22
withdraw the underlying securities
(x) Limitation upon the liability of the Articles 15, 17 and 18
depositary
3. Fees and Charges Article 9
Item - 2. Available Information
Public Reports furnished by issuer Article 12
BCD Semiconductor Manufacturing Limited is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the United States Securities and
Exchange Commission (the "Commission"). These reports can be inspected by
holders of Receipts and copied at public reference facilities maintained by the
Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the
principal executive office of the Depositary.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
a. Form of Deposit Agreement among BCD Semiconductor Manufacturing
Limited (the "Company"), Deutsche Bank Trust Company Americas, as
depositary (the "Depositary"), and the Holders and Beneficial
Owners of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder (the "Deposit Agreement"),
including the form of American Depositary Receipt. - Filed
herewith as Exhibit (a).
b. Any other agreement to which the Depositary is a party relating
to the issuance of the American 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. - Not
Applicable.
d. Opinion of White & Case LLP, counsel to the Depositary, as to the
legality of the securities being registered. - Filed herewith as
Exhibit (d).
e. Certification under Rule 466. - Not Applicable.
f. Powers of attorney for certain officers and directors of the
Company. Set forth on the signature page hereto.
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 American Depositary Receipts, 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
American Depositary Receipt 30 days before any change in the fee
schedule.
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 New York, NY, United States of America, on 29 January, 2008.
Legal entity created by the form of
Deposit Agreement for the issuance of
American Depositary Receipts for
Ordinary Shares, par value $0.001 per
share, of BCD Semiconductor
Manufacturing Limited
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ Chris Konopelko
------------------------------------
Name: Chris Konopelko
Title: Vice-President
By: /s/ James Kelly
------------------------------------
Name: James Kelly
Title: Vice-President
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-6 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Shanghai, People's Republic of China, on 29 January, 2008.
BCD SEMICONDUCTOR MANUFACTURING
LIMITED
By: /s/ Tung-Yi Chan
---------------------------
Name: Tung-Yi Chan
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Tung-Yi Chan and Jean-Claude
Zhang, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including pre-effective
and post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he may or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on 29
January, 2008.
Signature Title
- ---------------------- --------------------------------------
/s/ Tung-Yi Chan Chief Executive Officer and Director
- ---------------- (Principal Executive Officer)
Tung-Yi Chan
/s/ Jean-Claude Zhang Chief Financial Officer (Principal
- --------------------- Financial Officer)
Jean-Claude Zhang
/s/ Dwight Decker Chairman of the Board of Directors
- -----------------
Dwight Decker
/s/ Chieh Chang Director
- ---------------
Chieh Chang
/s/ Herbert Chang Director
- -----------------
Herbert Chang
Signature Title
- ---------------------- --------------------------------------
/s/ Anthony Sun Director
- ---------------
Anthony Sun
/s/ Joseph Liu Director
- --------------
Joseph Liu
/s/ Michael Pfeiffer Director
- --------------------
Michael Pfeiffer
/s/ Bing Sun Controller (Principal Accounting
- ------------ Officer)
Bing Sun
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of BCD Semiconductor
Manufacturing Limited, has signed this Registration Statement in the City of
Shanghai, People's Republic of China, on 29 January, 2008.
BCD SEMICONDUCTOR CORPORATION
By: /s/ Tung-Yi Chan
-------------------------
Name: Tung-Yi Chan
Title: Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- --------- -------------------------------------------------------------------
(a) Form of Deposit Agreement.
(d) Opinion of White & Case LLP, counsel to the Depositary, as to
legality of the securities to be registered.