F-6 POS 1 e613725_f6pos-tsingtao.htm Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on June 1, 2015
Registration No.  333- 162644


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFCTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

Tsingtao Brewery Company Limited
(Exact name of issuer of deposited securities as specified in its charter)
 
n/a
(Translation of issuer's name into English)

The People's Republic of China
(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
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
 
 
o  
immediately upon filing
 
 
x
on July 1, 2015 at 8:30 a.m. (EST)
 
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
American Depositary Shares
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 five class H ordinary shares of Tsingtao Brewery Company 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.
 
 
 

 
 
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 the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to 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 
         
  (a)
Statement that Tsingtao Brewery Company Limited 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 (http://stock.tsingtao.com.cn/en/gonggao/directors.jsp) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
 
 

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of                         , 2015 among Tsingtao Brewery Company Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the Form of American Depositary Receipt, is 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 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being 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 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 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 May 29, 2015 .
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
       
 
JPMORGAN CHASE BANK, N.A., as Depositary  
       
  By: /s/ Gregory A. Levendis      
  Name: Gregory A. Levendis  
  Title:  Executive Director  
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Tsingtao Brewery Company Limited 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on May 29, 2015.
 
 
Tsingtao Brewery Company Limited
 
       
 
By:
/s/ Ke Xing Huang
 
  Name:
HUANG Ke Xing
 
  Title: 
President and Executive Director
 
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints HUANG Ke Xing and ZHANG Rui Xiang, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on May 29, 2015, in the capacities indicated.
 
SIGNATURES
 
Signature
 
Title
 
/s/ Ming Bo Sun                                       
 
 
Chairman of the Board of Directors
SUN Ming Bo    
     
 
/s/ Ke Xing Huang                                   
 
 
President and Director
HUANG Ke Xing
   
 
/s/ Hong Jiang                                         
 
 
Vice President and Executive Director
JIANG Hong    
     
 
/s/ Zhu Ming Yu                            
 
 
Chief Financial Officer and Executive Director
YU Zhu Ming    
 
 
 

 
 
     
Yasutaka SUGIURA
 
Non-Executive Director
     
     
WANG Xue Zheng
 
Independent Non-Executive Director
     
     
MA Hai Tao
 
Independent Non-Executive Director
     
     
BEN Sheng Lin
 
Independent Non-Executive Director
     
/s/ Min Jiang                                             .
 
Independent Non-Executive Director
JIANG Min    
 
 
 

 
 
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 Tsingtao Brewery Company Limited has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Newark, Delaware, on May 29, 2015.
 
Authorized U.S. Representative    
       
By:
/s/ Donald J. Puglisi
   
Name:  Donald J. Puglisi    
 
Managing Director
Puglisi & Associates
   
       
 
 
 

 
 
 INDEX TO EXHIBITS
 
 Exhibit
Number
 
   
(a)
Form of Deposit Agreement.
   
(e)
Rule 466 Certification

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