As filed with the Securities and Exchange Commission on December 7, 2007
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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CLP HOLDINGS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Hong Kong
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive
offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Jeffrey H. Lawlis, Esq. Herman H. Raspe, Esq.
Latham & Watkins LLP Patterson Belknap Webb & Tyler LLP
99 Bishopsgate 1133 Avenue of the Americas
London EC2M 3XF New York, New York 10036
England
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing one ordinary Share 250,000,000 ADSs $5.00 $12,500,000 $383.75
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* Each unit represents 100 American Depositary Shares.
** 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.
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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 this
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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company has been subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and has filed certain reports with, and submitted certain information to, the
United States Securities and Exchange Commission (the "Commission"), which
reports can be retrieved from the Commission's internet website at www.sec.gov,
and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has
filed a Form 15F ("Form 15F") with the Commission, which has suspended the
Company's duty under the Exchange Act to file or submit the reports required
under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of
Form 15F, the Company's duty to file or submit reports under Sections 13(a) or
15(d) of the Exchange Act will terminate and the Company will, pursuant to Rule
12g3-2(e)(1), receive the exemption from the reporting obligations of the
Exchange Act provided by Rule 12g3-2(b). In order to satisfy the conditions of
Rule 12g3-2(b) the Company intends to publish the information contemplated in
Rule 12g3-2(b)(1)(iii) under the Exchange Act on its internet website or through
an electronic information delivery system generally available to the public in
the Company's primary trading market, and, to the extent not already published
in English, to translate the information so published into English in accordance
with the instructions to Rule 12g3-2(e). The Company has specified in Form 15F
the internet website or the electronic information delivery system on which it
intends to publish such information. The information so published by the Company
cannot be retrieved from the Commission's internet website, and cannot be
inspected or copied at the public reference facilities maintained by the
Commission. If the Form 15F is not declared effective, the Company will again be
subject to the periodic reporting requirements of the Exchange Act and will be
required to file with the Commission, and submit to the Commission, certain
reports that can be retrieved from the Commission's internet website at
www.sec.gov, and can be inspected and copied at the public reference facilities
maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amended and Restated Deposit
Agreement filed as Exhibit (a) to this Registration Statement on Form F-6
and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Amended and Restated Deposit Agreement, by and among CLP
Holdings Limited, (the "Company"), Citibank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares evidenced by the American Depositary
Receipts issued thereunder ("Deposit Agreement"). -- 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 hereunder
or the custody of the deposited securities represented thereby. --
None.
(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. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Amended and Restated Deposit Agreement, by and among CLP Holdings Limited,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares to be 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 on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 6th day of December, 2007.
Legal entity created by the Amended and
Restated Deposit Agreement under which the
American Depositary Shares registered
hereunder are to be issued, each American
Depositary Share representing one Ordinary
Share, par value HK $5.00 per share, of CLP
Holdings Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Paul Martin
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Name: Paul Martin
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CLP Holdings Limited 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 on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Hong Kong, People's Republic of China, on
December 6, 2007.
CLP HOLDINGS LIMITED
By: /s/ Andrew Brandler
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Name: Andrew Brandler
Title: Chief Executive Officer
By: /s/ Peter P. W. Tse
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Name: Peter P. W. Tse
Title: Group Executive Director &
Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Andrew Brandler and Peter P. W.
Tse, jointly and severally, to act as his/her true and lawful attorney-in-fact
and agent, with full power of substitution, for him/her and in his/her name,
place and stead, in any and all such capacities, to sign any and 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 United States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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
s/he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on December 6, 2007.
Signature Title
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/s/ Sir Michael Kadoorie Chairman
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The Hon. Sir Michael Kadoorie
/s/ W. E. Mocatta Vice Chairman
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W. E. Mocatta
/s/ Andrew Brandler Chief Executive Officer
- ----------------------------- (principal executive officer)
Andrew Brandler
/s/ Peter P. W. Tse Group Executive Director &
- ----------------------------- Chief Financial Officer
Peter P. W. Tse (principal financial officer)
Non-executive Director
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J. S. Dickson Leach
/s/ R. J. McAulay Non-executive Director
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R. J. McAulay
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Signature Title
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/s/ J. A. H. Leigh Non-executive Director
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J. A. H. Leigh
/s/ R. Bischof Non-executive Director
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R. Bischof
/s/ I. D. Boyce Non-executive Director
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I. D. Boyce
/s/ P. C. Tan Non-executive Director
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P. C. Tan
Non-executive Director
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Jason Whittle
/s/ Y. B. Lee Non-executive Director
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Y. B. Lee
/s/ Sir S. Y. Chung Independent Non-executive Director
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The Hon. Sir S. Y. Chung
/s/ William K. Fung Independent Non-executive Director
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William K. Fung
/s/ Vernon Moore Independent Non-executive Director
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Vernon Moore
/s/ Hansen C. H. Loh Independent Non-executive Director
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Hansen C. H. Loh
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Signature Title
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/s/ Paul Kan Independent Non-executive Director
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Paul Kan
/s/ Judy Tsui Independent Non-executive Director
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Judy Tsui
/s/ Sir Rod Eddington Independent Non-executive Director
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Sir Rod Eddington
/s/ Peter T. C. Lee Independent Non-executive Director
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Peter T. C. Lee
/s/ Peter W. Greenwood Executive Director - Strategy
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Peter W. Greenwood
Director - Group Financial Control
/s/ Peter C. K. Tse (principal accounting officer)
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Peter C. K. Tse
/s/ Donald J. Puglisi
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Donald J. Puglisi Authorized Representative in the U.S.
Managing Director,
Puglisi & Associates
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Amended and Restated Deposit
Agreement
(d) Opinion of counsel to the Depositary