As filed with the Securities and Exchange Commission on February 07, 2008
Registration No. 333-148913
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6/A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
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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)
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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 Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (2) fee
- -------------------------------- -------------------- ------------------------ --------------------- ------------------
American Depositary Shares 100,000,000 American $0.05 5,000,000 $196.50
evidenced by American Depositary Shares
Depositary Receipts, each
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 Statementshall 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.
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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 the Form F-6 (File No.
333-148913) dated January 29, 2008 and 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 represented Face of American Depositary
by one unit of American Depositary Receipts Receipt, upper right corner
(ii) The procedure for voting, if any, the Articles 14 and 15
deposited securities
(iii) The collection and distribution of dividends Articles 2, 9, 13, 14 and 21
(iv) The transmission of notices, reports and proxy Articles 12, 14, 15 and 21
soliciting material
(v) The sale or exercise of rights Articles 2, 6, 9, 13 and 21
(vi) The deposit or sale of securities resulting Articles 3, 4, 6, 8, 9 and 16
from dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Articles 19, 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the Articles 12
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 depositary Articles 15, 17 and 18
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 as Exhibit (a) to the
Form F-6 (File No. 333-148913) dated January 29, 2008 and incorporated
herein by reference.
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 as Exhibit (d) to
the Form F-6 (File No. 333-148913) dated January 29, 2008 and
incorporated herein by reference.
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 of the Form F-6 (File No. 333-148913)
dated January 29, 2008.
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/A 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 February 7, 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
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Name: Chris Konopelko
Title: Vice-President
By: /s/ James Kelly
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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/A 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 February 7, 2008.
BCD SEMICONDUCTOR MANUFACTURING
LIMITED
By: /s/Tung-Yi Chan
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Name: Tung-Yi Chan
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
February 7, 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
* Chairman of the Board of Directors
- --------------------------------------
Dwight Decker
* Director
- --------------------------------------
Chieh Chang
* Director
- --------------------------------------
Herbert Chang
Signature Title
- -------------------------------------- --------------------------------------
* Director
- --------------------------------------
Anthony Sun
* Director
- --------------------------------------
Joseph Liu
* Director
- --------------------------------------
Michael Pfeiffer
* Controller (Principal Accounting
- -------------------------------------- Officer)
Bing Sun
* signed by Tung-Yi Chan as an attorney-in-fact
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 February 7, 2008.
BCD SEMICONDUCTOR CORPORATION
By: /s/Tung-Yi Chan
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Name: Tung-Yi Chan
Title: Chief Executive Officer