Cayman
Islands
|
Not
Applicable
|
||
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
(I.R.S.
Employer
Identification
Number)
|
CT
Corporation System
111
Eighth Avenue
13th
Floor, New York, NY 10011
(212)
894-8940
(Name,
address, including zip code and telephone number, including area code, of
agent for service)
|
|
Copies
to:
David
S. Wang, Esq.
Paul,
Hastings, Janofsky & Walker LLP
35
Floor, Park Place
1601
Nanjing West Road, Shanghai 200040,
The
People’s Republic of China
(86)
6103-2900
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated”
and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
|
Accelerated
filer þ
|
||
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Title
of securities
to
be registered
|
Amount to be
registered(1)
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
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Amount
of registration fee
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Ordinary
shares, par value HK$0.025 per share(4)
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2,500,000
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2.06(2)
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5,150,000(2)
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202.40
|
Ordinary
shares, par value HK$0.025 per share(4)
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2,800,000
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2.06(3)
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5,768,000(3)
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226.68
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Total
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5,300,000
|
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10,918,000
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429.08
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(1)
|
This
Registration Statement covers, in addition to the number of ordinary
shares, par value HK$0.025 per share, of the Registrant, stated above,
options and other rights to purchase or acquire the ordinary shares
covered by this Registration Statement and, pursuant to Rule 416(c) under
the Securities Act of 1933, as amended, an additional indeterminate number
of shares, options and rights that may be offered or issued pursuant to
the employee benefit plans described herein, as a result of one or more
adjustments under these plans to prevent dilution resulting from one or
more stock splits, stock dividends or similar
transactions.
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(2)
|
These
shares are offered under the Amended and Restated 2004 Share Option
Plan. Pursuant to Rule 457(h)(1), the maximum aggregate
offering price is calculated as the product of 2,500,000 ordinary shares
issued and issuable upon exercise of outstanding options multiplied by the
average of the high and low prices for the Registrant’s American
Depositary Shares, or ADSs, as quoted on the Nasdaq Global Market on
August 14, 2008, or $2.06 per share, which is equal to an aggregate
offering price of $5,150,000.
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(3)
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These
shares are offered under the 2006 Share Incentive
Plan. Pursuant to Rule 457(h)(1), the maximum aggregate
offering price is calculated as the product of 2,800,000 ordinary shares
issuable upon exercise of outstanding options, multiplied by the average
of the high and low prices for the Registrant’s ADSs as quoted on the
Nasdaq Global Market on August 14, 2008, or $2.06 per share, which
is equal to an aggregate offering price of
$5,768,000.
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(4)
|
These
shares may be represented by the Registrant’s ADSs, each of which
represents one ordinary share. The Registrant’s ADSs issuable upon deposit
of the ordinary shares registered hereby have been registered under a
separate registration statement on Form F-6 (File No. 333-120567), as
amended.
|
Exhibit
No.
|
Description
|
3.1
|
Amended
and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference to the Registrant’s periodic report on Form 6-K
filed with the Commission on October 25, 2006). See Part II,
Item 3(c) hereunder.
|
4.1
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Specimen
American Depositary Receipt of the Registrant*
|
4.2
|
Specimen
Share Certificate of the Registrant*
|
4.3
|
Form
of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. and
holders of the American Depositary Receipts (incorporated by reference to
the Registrant’s registration statement on Form F-6 filed with the
Commission on November 17, 2004). See Part II, Item 3(d)
hereunder.
|
5.1
|
Opinion
of Conyers Dill & Pearman
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10.1
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Amended
and Restated 2004 Share Option Plan*
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10.2
|
2006
Share Incentive Plan*
|
23.1
|
Consent
of Deloitte Touche Tohmatsu CPA Ltd
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23.2
|
Consent
of Conyers Dill & Pearman (contained in Exhibit 5.1 to this
Registration Statement)
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24.1
|
Power
of Attorney (see signature page of this Registration
Statement)
|
*
|
Incorporated
by reference to the Registrant’s annual report on Form 20-F filed with the
Commission on July 15, 2008. See Part II, Item 3(a)
hereunder.
|
Exhibit
No.
|
Description
|
3.1
|
Amended
and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference to the Registrant’s periodic report on Form 6-K
filed with the Commission on October 25, 2006). See Part II,
Item 3(c) hereunder.
|
4.1
|
Specimen
American Depositary Receipt of the Registrant*
|
4.2
|
Specimen
Share Certificate of the Registrant*
|
4.3
|
Form
of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. and
holders of the American Depositary Receipts (incorporated by reference to
the Registrant’s registration statement on Form F-6 filed with the
Commission on November 17, 2004). See Part II, Item 3(d)
hereunder.
|
5.1
|
Opinion
of Conyers Dill & Pearman
|
10.1
|
Amended
and Restated 2004 Share Option Plan*
|
10.2
|
2006
Share Incentive Plan*
|
23.1
|
Consent
of Deloitte Touche Tohmatsu CPA Ltd
|
23.2
|
Consent
of Conyers Dill & Pearman (contained in Exhibit 5.1 to this
Registration Statement)
|
24.1
|
Power
of Attorney (see signature page of this Registration
Statement)
|
*
|
Incorporated
by reference to the Registrant’s annual report on Form 20-F filed with the
Commission on July 15, 2008. See Part II, Item 3(a)
hereunder.
|
NINETOWNS
INTERNET TECHNOLOGY GROUP COMPANY LIMITED |
|||
By:
|
/s/ Shuang Wang | ||
Name:
|
Shuang Wang | ||
Title:
|
Chief
Executive Officer (principal executive officer) |
Signature
|
Title
|
Date
|
/s/ Shuang
Wang
Shuang
Wang
|
Director
and Chief Executive
Officer (principal executive officer) |
August
15, 2008
|
/s/
Tommy Siu Lun
Fork
Tommy
Siu Lun Fork
|
Chief
Financial Officer
(principal
financial and accounting
officer) |
August
15, 2008
|
/s/
Kin
Fai
Ng
Kin
Fai Ng
|
Director,
Senior Vice President and
Company Secretary |
August
15, 2008
|
/s/ Min
Dong
Min
Dong
|
Senior
Vice President, Legal Affairs,
Administration and Human Resources |
August
15, 2008
|
/s/Bolin
Wu
Bolin
Wu
|
General
Manager, Research and
Development and Chief Technology Officer |
August
15, 2008
|
/s/ Xiaoguang
Ren
Xiaoguang
Ren
|
President
|
August
15, 2008
|
/s/ Fushan
Chen
Fushan
Chen
|
Director
|
August
15, 2008
|
/s/ Mark Ming Hsun Lee
Mark
Ming Hsun Lee
|
Director
|
August
15, 2008
|
/s/ Xiaomin
Sun
Xiaomin
Sun
|
Director
|
August
15, 2008
|
/s/ Dachun
Zhang
Dachun
Zhang
|
Director
|
August
15, 2008
|
/s/
Martin
Cheung
Martin
Cheung
|
Director
|
August
15, 2008
|
PUGLISI & ASSOCIATES | |||
By:
|
/s/ Donald J. Puglisi | ||
Name:
|
Donald J. Puglisi | ||
Title:
|
Managing Director |
Exhibit
No.
|
Description
|
3.1
|
Amended
and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference to the Registrant’s periodic report on Form 6-K
filed with the Commission on October 25, 2006). See Part II,
Item 3(c) hereunder.
|
4.1
|
Specimen
American Depositary Receipt of the Registrant*
|
4.2
|
Specimen
Share Certificate of the Registrant*
|
4.3
|
Form
of Deposit Agreement among the Registrant, JPMorgan Chase Bank, N.A. and
holders of the American Depositary Receipts (incorporated by reference to
the Registrant’s registration statement on Form F-6 filed with the
Commission on November 17, 2004). See Part II, Item 3(d)
hereunder.
|
5.1
|
Opinion
of Conyers Dill & Pearman
|
10.1
|
Amended
and Restated 2004 Share Option Plan*
|
10.2
|
2006
Share Incentive Plan*
|
23.1
|
Consent
of Deloitte Touche Tohmatsu CPA Ltd
|
23.2
|
Consent
of Conyers Dill & Pearman (contained in Exhibit 5.1 to this
Registration Statement)
|
24.1
|
Power
of Attorney (see signature page of this Registration
Statement)
|
*
|
Incorporated
by reference to the Registrant’s annual report on Form 20-F filed with the
Commission on July 15, 2008. See Part II, Item 3(a)
hereunder.
|