Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
January 30 2018 - 05:25PM
Edgar (US Regulatory)
333-209986
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_______________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary
Receipts
_______________________________
Brilliance China Automotive Holdings Limited
(Exact name of Issuer of deposited securities as specified in its
charter)
Bermuda
(Jurisdiction of Incorporation or organization of Issuer)
_______________________________
JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, Floor 12, New York, New York 10004
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone number of depositary's
principal offices)
_______________________________
JPMorgan Chase Bank, N.A.
ADR Department
4 New York Plaza, 12 th Floor
New York, New York 10004
Tel. No.: (800) 990-1135
(Address, including zip code, and telephone number of agent for
service)
_______________________________
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates, LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
It is proposed that this filing become effective under Rule 466
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☐ |
immediately upon filing |
☒ |
on January 31, 2018 at 8:00 a.m. (EST)
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If a separate registration statement
has been filed to register the deposited shares, check the
following box. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount
to be Registered
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Proposed Maximum
Offering
Price Per Unit (1)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American Depositary Share representing ten ordinary shares of
Brilliance China Automotive Holdings Limited |
n/a
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n/a
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n/a
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n/a
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(1) Each unit represents 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 such Receipts
evidencing such American Depositary Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
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Location in Form
of American Depositary
Receipt Filed Herewith as Prospectus
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(1) |
Name
and address of Depositary |
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(2) |
Title of
American Depositary Receipts and identity of deposited
securities |
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Face
of American Depositary Receipt, top center
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Terms of
Deposit: |
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(i) |
Amount of
deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii) |
Procedure for
voting, if any, the deposited securities
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(iii) |
Collection and
distribution of dividends
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(iv) |
Transmission of
notices, reports and proxy soliciting material
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(v) |
Sale
or exercise of rights
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(vi) |
Deposit or sale
of securities resulting from dividends, splits or plans of
reorganization
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(vii) |
Amendment,
extension or termination of the Deposit Agreement
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(viii) |
Rights of
holders of receipts to inspect the transfer books of the Depositary
and the list of Holders of receipts
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(ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Articles (1),
(2), (4), (6), (15), (16) and (17)
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(x) |
Limitation upon
the liability of the Depositary
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Introductory
paragraph and Articles (1), (2), (4), (7), (16) and
(17)
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(3) |
Fees and
Charges |
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Item
2. AVAILABLE INFORMATION
Item Number and Caption |
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Location in Form
of American Depositary
Receipt Filed Herewith as Prospectus
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Statement that as of the date of the
establishment
of the program for issuance of Receipts by the Depositary, the
Depositary had a good faith belief (after limited investigation),
that the issuer of the Deposited Securities publishes information
in English required to maintain the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on
its Internet Web site (with the location of such Internet Web site)
or through an electronic information delivery system generally
available to the public in its primary trading
market
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Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED
HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH
AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL
INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE
COMMISSION
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy of Agreement -
The Agreement between JPMorgan Chase Bank, N.A., as depositary (the
"Depositary"), and all holders from time to time of American
Depositary Receipts evidencing American Depositary Shares
registered hereunder is contained in the form of the American
Depositary Receipt itself, constituting the Prospectus filed as a
part of this Registration Statement. Filed herewith as exhibit
(a).
(b) Any other agreement,
to which the Depositary is a party, relating to the issuance of the
Depositary Shares registered hereby or custody of the deposited
securities represented thereby. - None.
(c) Any 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 Ziegler,
Ziegler & Associates LLP, counsel to the Depositary, as to the
legality of the securities to be registered. Previously filed.
(e) Certification under
Rule 466. Filed herewith as exhibit (e).
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 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 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 a Receipt
thirty days before any change in the fee schedule.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity
created by the agreement for the issuance of American Depositary
Shares, certifies that it has reasonable grounds to believe that
all of the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment to 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
January 30, 2018.
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Legal entity created by the agreement for the issuance of American
Depositary Receipts evidencing American Depositary Shares for
shares of the foreign private issuer whose name is set forth on the
facing page of this Registration Statement on Form F-6
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JPMORGAN
CHASE BANK, N.A., as Depositary |
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By: |
/s/
Gregory A.
Levendis |
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Name: |
Gregory
A. Levendis |
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Title: |
Executive
Director |
INDEX TO EXHIBITS
Exhibit
Number
(a)
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Form of ADR
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(e)
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Rule 466 Certification
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