- Securities Registration: Employee Benefit Plan (S-8)
November 29 2010 - 7:13AM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on November 29, 2010
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINA GRENTECH CORPORATION LIMITED
(Exact Name of Registrant as Specified in Its Charter)
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Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
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Not Applicable
(I.R.S. Employer
Identification No.)
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15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, People’s Republic of China
(Address of Principal Executive Offices)
Share Option Scheme of China GrenTech Corporation Limited
(Full Title of the Plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(Name and Address of Agent for Service)
(212) 750-6474
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Copies to:
Paul W. Boltz, Jr., Esq.
Ropes & Gray LLP
Suite 1601, Chater House
8 Connaught Road Central
Hong Kong S.A.R.
(852) 3664 6519
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed Maximum
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Maximum
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Amount of
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Title of Securities
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Amount to be
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Offering Price
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Aggregate Offering
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Registration
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to be Registered
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Registered (1)
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Per Share
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Price
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Fee
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Ordinary Shares,
par value
US$0.00002 per
share (2)
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28,000,000
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(3)
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US$
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0.0388
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(3)
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US$
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1,086,400
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(3)
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Ordinary Shares,
par value
US$0.00002 per
share (2)
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34,500,000
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(3)
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US$0.119 (3)
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US$4,105,500 (3)
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Total
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62,500,000
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(3)
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—
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US$5,191,900 (3)
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US$371
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement includes an
indeterminate number of additional shares which may be offered and
issued to prevent dilution from stock splits, stock dividends or
similar transactions as provided in the above-referenced plan.
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(2)
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These shares may be represented by the Registrant’s American
Depositary Shares (“ADSs”), each of which represents 25 ordinary
shares. American Depositary Shares issuable upon deposit of the
securities registered hereby have been registered under a separate
registration statement on Form F-6 (Registration No. 333-132385).
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(3)
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Pursuant to Rule 457 (c) and Rule 457(h)(1), the maximum aggregate
offering price is calculated as the sum of (a) the product of
28,000,000 shares issuable upon the exercise of the outstanding
options as of November 29, 2010 multiplied by the exercise price of
US$0.0388 per share, which is equal to an aggregate offering price of
US$1,086,400, and (b) the product of the remaining 34,500,000 shares
under the Share Option Scheme of China GrenTech Corporation Limited
(the “Scheme”) multiplied by the average of the high and low prices
for the Registrant’s ADSs, as quoted on the NASDAQ Global Select
Market on November 23, 2010, or US$0.119 per share, which is equal to an aggregate
offering prices of US$4,105,500.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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ITEM 1.
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PLAN INFORMATION.*
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ITEM 2.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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*
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The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing
in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form
S-8. The documents containing the information specified in this Part I will be delivered to the
eligible participants in the Scheme covered by this Registration Statement as required by Rule
428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed by China GrenTech Corporation Limited (the “Registrant”) with the
Securities and Exchange Commission (the “Commission”) are incorporated as of their respective dates
in this Registration Statement by reference:
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(a)
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The Registrant’s latest Annual Report on Form 20-F filed with the Commission on June 30, 2010
for the fiscal year ended December 31, 2009;
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(b)
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2009; and
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(c)
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The description of the Registrant’s ordinary shares which is contained in its Registration
Statement on Form 8-A filed with the Commission under the Exchange Act on March 14, 2006,
including any amendment or report subsequently filed for the purpose of updating such
description.
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All documents subsequently filed by the Registrant with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents; provided, however, that documents or information deemed
to have been furnished and not filed in accordance with Commission rules shall not be deemed
incorporated by reference into this Registration Statement. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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ITEM 4.
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DESCRIPTION OF SECURITIES.
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Not applicable.
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Cayman Islands law does not limit the extent to which a company’s articles of association may
provide for indemnification of officers and directors, except to the extent any such provision may
be held by the Cayman Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime. Pursuant to the
Registrant’s memorandum and articles of association, its directors and officers, as well as any
liquidator or trustee for the time being acting in relation to its affairs, will be indemnified and
secured harmless out of its assets and profits from and against all actions, costs, charges,
losses, damages and expenses that any of them or any of their heirs, executors or administrators
may incur or sustain by reason of any act done, concurred in or omitted in or about the execution
of their duties in their respective offices or trusts. Accordingly, none of these indemnified
persons will be answerable for the acts, receipts, neglects or defaults of each other; neither will
they be answerable for joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to us may have been lodged or deposited for
safe custody, or for insufficiency or deficiency of any security upon which any moneys of or
belonging to us may be placed out or invested, or for any other loss, misfortune or damage which
may happen in the execution of their respective offices or trusts. This indemnity will not,
however, extend to any fraud or dishonesty which may attach to any of said persons.
In addition, all of the Registrant’s independent directors have entered into indemnification
agreements in which it agrees to indemnify, to the fullest extent allowed by Cayman Islands law and
its charter documents, those directors from any expenses, liability and loss, unless the expenses,
liability and loss arise from the director’s own willful negligent or default. The indemnification
agreements also specify the procedures to be followed with respect to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that the Commission views such indemnification against public policy
as expressed in the Securities Act and is therefore unenforceable.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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4.1
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Amended and Restated Memorandum and Articles of Association of the Registrant (Incorporated
herein by reference to the Registrant’s Registration Statement on Form F-1 (File No.
333-132381) filed with the Commission on March 13, 2006).
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4.2
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Form of Share Certificate of the Registrant (Incorporated herein by reference to the
Registrant’s Registration Statement on Form F-1 (File No. 333-132381) filed with the
Commission on March 13, 2006).
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4.3
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Form of Deposit Agreement (including Form of American Depositary Receipt) of the Registrant
(Incorporated herein by reference to the Registrant’s Registration Statement on Form F-6 (File
No. 333-132385) filed with the Commission on March 13, 2006).
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4.4
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The Registrant’s Share Option Scheme (Incorporated herein by reference to the Registrant’s
Registration Statement on Form F-1 (File No. 333-132381) filed with the Commission on March
13, 2006).
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5.1*
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Opinion of Conyers Dill & Pearman, Cayman Islands counsel to the Registrant, regarding the
legality of the ordinary shares being registered.
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23.1*
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Consent of KPMG, Independent Registered Public Accounting Firm.
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23.2
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Consent of Conyers Dill & Pearman (contained in Exhibit 5.1).
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement).
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement; and
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(iii)
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to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to that information in the Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement relating
to the
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securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
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(3)
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To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of
such issue.
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5
SIGNATURES
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 S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Shenzhen, China on November 29, 2010.
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CHINA GRENTECH
CORPORATION LIMITED
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By:
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/s/ Rong Yu
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Name:
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Rong Yu
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints, severally and not jointly, Mr. Yingjie Gao and Ms. Rong Yu, with full power to act alone,
as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such
person’s name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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, granting unto each said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that each
said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Yingjie Gao
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Chief Executive Officer and Director
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November 29, 2010
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Yingjie Gao
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(principal executive officer)
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/s/ Rong Yu
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Chief Financial Officer and Director
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November 29, 2010
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Rong Yu
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(principal financial and accounting officer)
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/s/ Qi Wang
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Director
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November 29, 2010
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Qi Wang
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6
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Signature
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Title
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Date
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/s/ Jing Fang
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Director
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November 29, 2010
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Jing Fang
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/s/ Cuiming Shi
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Director
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November 29, 2010
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Cuiming Shi
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/s/ Xiaohu You
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Director
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November 29, 2010
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Xiaohu You
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/s/ Kin Kwong Mak
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Director
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November 29, 2010
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Kin Kwong Mak
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/s/ Kate Ledyard
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Authorized Representative in the United States
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November 29, 2010
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Name:
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Kate Ledyard
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Title:
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Manager,
Law Debenture
Corporate
Services Inc.
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7
EXHIBIT INDEX
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EXHIBIT
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NUMBER
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DESCRIPTION
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4.1
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Amended and Restated Memorandum and Articles of Association of
the Registrant (Incorporated herein by reference to the
Registrant’s Registration Statement on Form F-1 (File No.
333-132381) filed with the Commission on March 13, 2006).
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4.2
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Form of Share Certificate of the Registrant (Incorporated herein
by reference to the Registrant’s Registration Statement on Form
F-1 (File No. 333-132381) filed with the Commission on March 13,
2006).
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4.3
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Form of Deposit Agreement (including Form of American Depositary
Receipt) of the Registrant (Incorporated herein by reference to
the Registrant’s Registration Statement on Form F-6 (File No.
333-132385) filed with the Commission on March 13, 2006).
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4.4
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The Registrant’s Share Option Scheme (Incorporated herein by
reference to the Registrant’s Registration Statement on Form F-1
(File No. 333-132381) filed with the Commission on March 13,
2006).
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5.1*
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Opinion of Conyers Dill & Pearman, Cayman Islands counsel to the
Registrant, regarding the legality of the ordinary shares being
registered.
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23.1*
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Consent of KPMG, Independent Registered Public Accounting Firm.
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23.2
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Consent of Conyers Dill & Pearman (contained in Exhibit 5.1).
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24.1
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Power of Attorney (included as part of the signature page of
this Registration Statement).
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8
China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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