As filed with the Securities and Exchange Commission on April 21, 2005. Registration No. 333-123939
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
PRE-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
CHINA TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY 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)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 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
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. [X]
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.
The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the revised form of Deposit Agreement filed as Exhibit 1 to this Pre-Effective Amendment No.1 to this 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
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 19 and 21 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of ____________, 2005, among China Techfaith Wireless Communication Technology Limited, The Bank of New York 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 from the Depositary to China Techfaith Wireless Communication Technology Limited 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. – Not applicable.
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 Pre-Effective Amendment No.1 to 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 April 21, 2005.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of China Techfaith Wireless Communication Technology Limited.
By:
The Bank of New York,
As Depositary
By:
/s/ Joanne F. DiGiovanni
Joanne F. DiGiovanni
Vice President
Pursuant to the requirements of the Securities Act of 1933, China Techfaith Wireless Communication Technology Limited has caused this amendment to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on April 21, 2005.
CHINA TECHFAITH WIRELESS
COMMUNICATION TECHNOLOGY LIMITED
By: /s/ Defu Dong
Name: Defu Dong
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Defu Dong
Chairman/Chief Executive Officer
April 21, 2005
Defu Dong
*
Chief Financial Officer
April 21, 2005
Eva Hon
*
Chief Accounting Officer
April 21, 2005
Guoyi Wei
*
Director
April 21, 2005
Changke He
*
Director
April 21, 2005
Baozhuang Huo
*
Director
April 21, 2005
Jun Liu
*
Authorized U.S. Representative
April 21, 2005
Name: Donald J. Puglisi
Title: Managing Director
Puglisi & Associates
*/s/Defu Dong
April 21, 2005
Defu Dong
Attorney-In-Fact
* See Power of Attorney executed by each such person on the Registration Statement on Form F-6 previously filed with the Securities and Exchange Commission on April 8, 2005, appointing Mr. Defu Dong and Ms. Eva Hon as attorneys-in-fact with full power to sign this and any and all amendments, including post-effective amendments to this registration statement and any documents in connection therewith.
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
1 | Form of Deposit Agreement dated as of __________, 2005, among China Techfaith Wireless Communication Technology Limited, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
2 | Previously filed. | |
4 | Previously filed. | |