F-6/A 1 df6a.htm PRE-EFFECTIVE AMENDMENT NO.1 TO FORM F-6 Pre-Effective Amendment No.1 to Form F-6

As filed with the U.S. Securities and Exchange Commission on October 13, 2010

Registration No. 333-            

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

 

 

Mecox Lane Limited

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

Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

 

One Chase Manhattan Plaza, 58th Floor, New York, NY 10005

Telephone (212) 552-6650

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

 

 

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

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

 

 

Copy to:

 

JPMorgan Chase Bank, N.A.    Scott R. Saks, Esq.    David T. Zhang, Esq.

One Chase Manhattan Plaza, 58th Floor

New York, New York 10005

Telephone (212) 552-6650

  

Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Telephone (212) 318-6311

  

Latham & Watkins LLP

41st Floor, One Exchange Square

8 Connaught Place, Central, Hong Kong

Telephone (852) 2522-7886

 

 

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

 

 

Title of each class of

Securities to be registered

 

Amount

to be registered

 

Proposed maximum

aggregate price per
unit (1)

 

Proposed maximum

aggregate offering
price (2)

 

Amount of

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing seven common share of Mecox Lane Limited

  N/A   N/A   N/A   N/A
 
 
(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 American Depositary Receipts evidencing 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 Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to Amendment No.1 to the Deposit Agreement filed as Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6, which is incorporated herein by reference.

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

  

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(1)    

  Name and address of Depositary    Introductory paragraph and bottom of face of American Depositary Receipt

(2)    

  Title of American Depositary Receipts and identity of deposited securities    Face of American Depositary Receipt, top center
  Terms of Deposit:   
  (i)   Amount of deposited securities represented by one unit of American Depositary Shares    Face of American Depositary Receipt, upper right corner
  (ii)   Procedure for voting, if any, the deposited securities    Paragraph (12)
  (iii)   Collection and distribution of dividends    Paragraphs (4), (5), (7) and (10)
  (iv)   Transmission of notices, reports and proxy soliciting material    Paragraphs (3), (8) and (12)
  (v)   Sale or exercise of rights    Paragraphs (4), (5) and (10)
  (vi)   Deposit or sale of securities resulting from dividends, splits or plans of reorganization    Paragraphs (4), (5), (10) and (13)
  (vii)   Amendment, extension or termination of the Deposit Agreement    Paragraphs (16) and (17)
  (viii)   Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs    Paragraph (3)
  (ix)   Restrictions upon the right to deposit or withdraw the underlying securities    Paragraphs (1), (2), (4), and (5)
  (x)   Limitation upon the liability of the Depositary    Paragraph (14)
(3)   Fees and Charges    Paragraph (7)


Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

  

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(b)    Statement that Mecox Lane Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.

   Paragraph (8)


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

  (a)(1) Form of Deposit Agreement. Form of Deposit Agreement, dated as of [    ], 2010, among Mecox Lane Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Previously filed.

 

  (a)(2) Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement, dated as of [    ], 2010, among Mecox Lane Limited, the Depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).

 

  (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. 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 Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.

 

  (e) Certification under Rule 466. Not applicable.

 

  (f) Power of Attorney for certain officers and directors of the Company. Previously filed.

 

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 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 Deposit Agreement, 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, State of New York, on October 13, 2010.

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
By:   JPMORGAN CHASE BANK, N.A., as Depositary
By:  

/s/    Gregory A. Levandis        

Name:   Gregory A. Levandis
Title:   Vice President


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mecox Lane Limited certifies that it has reasonable grounds to believe that it meets all 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 Shanghai, People’s Republic of China, on October 13, 2010.

 

MECOX LANE LIMITED
By:  

/s/    Alfred Beichun Gu        

Name:   Alfred Beichun Gu
Title:   Director and Chief Executive Officer

Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on October 13, 2010, in the capacities indicated.

 

Signature

  

Title

/s/    *        

  
Name: Neil Nanpeng Shen    Chairman of the Board

/s/    Alfred Beichun Gu        

  
Name: Alfred Beichun Gu   

Director and Chief Executive

Officer (principal executive

officer)

/s/    Paul Bang Zhang        

  
Name: Paul Bang Zhang   

Chief Financial Officer (principal

financial and accounting officer)

/s/    *        

  
Name: Kelvin Kenling Yu    Director

/s/    *        

  
Name: Jimmy Chik Keung Wong    Director

/s/    *        

  
Name: John J. Ying    Director

 

*By:  

/s/    Alfred Beichun Gu        

  Alfred Beichun Gu
  Attorney-in-Fact


SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mecox Lane Limited has signed this registration statement in Newark, Delaware, on October 13, 2010.

 

By:  

/s/    Donald J. Puglisi        

Name:   Donald J. Puglisi, on behalf of Puglisi & Associates
Title:   Managing Director


INDEX TO EXHIBITS

 

Exhibit
Number

      

Sequentially

Numbered Page

(a)(2)   Form of Amendment No. 1 to Deposit Agreement.