F-6 POS 1 icableposteffectiveamendment.htm POST EFFECTIVE AMEND NO. 1 <U>f6-466POST


As filed with the Securities and Exchange Commission on May 19, 2009

Registration No. 333-11052

_____________________


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________


POST EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

of


i-CABLE Communications Limited

(Exact name of issuer of deposited securities as specified in its charter)

N.A.

(Translation of issuer's name into English)


Hong Kong

(Jurisdiction of incorporation or organization of issuer)


THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________


The Bank of New York Mellon

ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Peter B. Tisne, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010


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.  [  ]




The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the form of amended and restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which 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

Introductory Article


2.  Title of American Depositary Receipts and identity of

Face of Receipt, top center

deposited securities


Terms of Deposit:



(i)  The amount of deposited securities represented

Face of Receipt, upper right corner

by one unit of American Depositary Receipts


(ii)  The procedure for voting, if any, the deposited

Articles number 15 and 16

securities


(iii)  The collection and distribution of dividends

Articles number 12, 14, and 15


(iv)  The transmission of notices, reports and proxy

Articles number 11, 15 and 16

soliciting material


(v)  The sale or exercise of rights

Article number 13


(vi)  The deposit or sale of securities resulting from

Articles number 12 and 17

dividends, splits or plans of reorganization


(vii)  Amendment, extension or termination of the

Articles number 20and 21

deposit agreement


(viii)  Rights of holders of Receipts to inspect the

Article number 11

transfer books of the depositary and the list of

holders of Receipts


(ix)  Restrictions upon the right to transfer or

Articles number 2, 3, 4, 6 and 8

withdraw the underlying securities


(x)  Limitation upon the liability of the depositary

Articles number 13 and 18


3.  Fees and Charges

Articles number 8 and 9


Item – 2.

Available Information


Public reports published by issuer

Article number 7










PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of November 24, 1999, as amended and restated as of ____________, 2009, among i-CABLE Communications Limited, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Form of Letter Agreement between i-CABLE Communications Limited and The Bank of New York Mellon (f/k/a The Bank of New York) relating to pre-release activities. – Previously Filed.

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. – See (a) and (b) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.

e.

Certification under Rule 466. – Not Applicable.

Item - 4.

Undertakings

Previously Filed.










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 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, May 19, 2009.

Legal entity created by the agreement for the

issuance of American Depositary Receipts for

Ordinary Shares, par value HK$1.00 each, of

i-CABLE Communications Limited.

By:

The Bank of New York Mellon,
 As Depositary

By:  /s/ Joanne F. DiGiovanni

Name:  Joanne F. DiGiovanni

Title:    Vice President














Pursuant to the requirements of the Securities Act of 1933, i-CABLE Communications Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Hong Kong on May 19, 2009.

i-CABLE Communications Limited

By:  

/s/ William J. H. Kwan
Name:

William J. H. Kwan
Title:

Director and Chief Financial Officer



Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on May 19, 2009.


/s/ Stephen T. H. Ng

/s/ Baher Tanius

Name:  Stephen T. H. Ng

Name:  Baher Tanius – Asst. Secretary

Chairman & Chief Executive Officer

Authorized U.S. Representative CT Corporation

(Principal executive officer)

System



/s/ William J. H. Kwan

Name:  William J. H. Kwan

Director and Chief Financial Officer

(Principal financial and accounting officer)



/s/ Ting Kwan Ho

Name:  Ting Kwan Ho

Director



/s/ Peter S.O. Mak

Name:  Peter S.O. Mak

Director




/s/ Dennis T. L. Sun, BBS, JP

Name:  Dennis T. L. Sun, BBS, JP

Director



/s/ Patrick Y. W. Wu

Name:  Patrick Y. W. Wu

Director



/s/ Anthony K. K. Yeung, JP

Name:  Anthony K. K. Yeung, JP

Director










INDEX TO EXHIBITS

Exhibit

Number

Exhibit



     1

Form of Deposit Agreement dated as of November 24, 1999, as amended and restated

as of ____________, 2009, among i-CABLE Communications Limited,

The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners

from time to time of American Depositary Receipts issued thereunder.




2

Previously filed.




4

Previously filed.