F-6 1 f-6.txt FORM F-6 As filed with the Securities and Exchange Commission on July 15, 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 _______________________ CHINA DISTANCE EDUCATION HOLDINGS 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) ______________________ CT Corporation System 111 Eighth Avenue New York, N.Y. 10011 (212) 590-9200 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Francis Fitzherbert-Brockholes, Esq. David J. Roberts, Esq. David J. Johnson, Jr., Esq. White & Case LLP O'Melveny & Myers LLP O'Melveny & Myers LLP 5 Old Broad Street 37th Floor, Yin Tai Center Office Tower 1999 Avenue of the Starts, 7th Floor London EC2N 1DW No. 2 Jianguomenwai Avenue Los Angeles, CA 90067 United Kingdom Beijing, 100022, China United States +44-20-7532-1000 +86-10-6563-4209 +1-310-246-6816
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 $0.05 $5,000,000.00 $196.50 evidenced by American American Depositary Depositary Receipts, each Shares American Depositary Share representing four ordinary shares, par value $0.0001 each, of China Distance Education Holdings 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 United States Securities and Exchange 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 represented Face of American Depositary by one unit of American Depositary Receipts Receipt, upper right corner (ii) The procedure for voting, if any, the Article 15 deposited securities (iii) The procedure for collection and distribution Articles 2, 4, 9, 13 and 21 of dividends (iv) The procedure for transmission of notices, Articles 12, 15 and 21 reports and proxy soliciting material (v) The procedure for sale or exercise of rights Articles 2, 6, 9, 13 and 21 (vi) The procedure for deposit or sale of Articles 3, 4, 6, 8, 9, 13 and 16 securities resulting from dividends, splits or plans of reorganization (vii) The procedure for amendment, extension or Articles 19, 20 and 21 termination of the deposit agreement (viii) The procedure for rights of holders of Article 12 Receipts to 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 depositary Article 10, 17 and 18 3. Fees and Charges Article 9
Item - 2. Available Information Public Reports furnished by issuer Article 12
China Distance Education Holdings 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 China Distance Education Holdings 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 thereby. - 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, Deutsche Bank Trust Company Americas 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 the City of New York, New York, on July 15, 2008. Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares, par value $0.0001 per share, of China Distance Education Holdings 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 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 F-6 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People's Republic of China, on July 15, 2008. CHINA DISTANCE EDUCATION HOLDINGS LIMITED By: /s/ Ping Wei --------------------------- Name: Ping Wei Title: Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zhengdong Zhu and Ping Wei, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her 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 or cause to be filed 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, his or her full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or cause to be done by virtue of this Power of Attorney. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on July 15, 2008. Signature Title --------- ----- /s/ Zhengdong Zhu ---------------------------------- Chairman of the Board of Directors and Zhengdong Zhu Chief Executive Officer /s/ Baohong Yin ---------------------------------- Director and Deputy Chairman Baohong Yin /s/ Hongfeng Sun ---------------------------------- Director and Senior Vice President Hongfeng Sun /s/ Yanping Chang ---------------------------------- Director Yanping Chang /s/ Jianming Shi ---------------------------------- Director Jianming Shi /s/ Ruirong Yang ---------------------------------- Director Ruirong Yang /s/ Xiaoshu Chen ---------------------------------- Director Xiaoshu Chen Signature Title --------- ----- /s/ Liankui Hu ---------------------------------- Director Liankui Hu /s/ Ping Wei ---------------------------------- Chief Financial Officer Ping Wei /s/ Winghong Chan ---------------------------------- Controller Winghong Chan SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of China Distance Education Holdings Limited has signed this registration statement or amendment thereto in the City of Newark, Delaware, on July 15, 2008. AUTHORIZED U.S. REPRESENTATIVE By: /s/ Donald J. Puglisi --------------------------- Name: Donald J. Puglisi Title: Puglisi & Associates, Managing Director INDEX TO EXHIBITS Exhibit Number Exhibit ------- ------- (a) Form of Deposit Agreement. (d) Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered.