Form SEC 2001 SEC 2001 Form F-6 - Registration Statement

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

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

(Translation of issuer’s name into English)

(Jurisdiction of incorporation or organization of issuer)

(Exact name of depositary as specified in its charter)

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

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

It is proposed that this filing become effective under Rule 466
(check appropriate box)
☐ immediately upon filing
☐ on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the
following box. ☐
Calculation of Registration Fee
Title of Each
Class of
Securities to be
Registered
SEC 2001 (11-18)

Amount to be
Registered

Proposed
Maximum
Aggregate Price
Per Unit

Proposed
Maximum
Aggregate
Offering Price

Amount of
Registration Fee

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GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-6.
A. General. Form F-6 may be used for the registration under the Securities Act of 1933 (the
“Securities Act”) of Depositary Shares evidenced by American Depositary Receipts
(“ADRs”) issued by a depositary against the deposit of the securities of a foreign issuer
(regardless of the physical location of the certificates) if the following conditions are met:
(1) The holder of the ADRs is entitled to withdraw the deposited securities at any time
subject only to (i) temporary delays caused by closing transfer books of the
depositary or the issuer of the deposited securities or the deposit of shares in
connection with voting at a shareholders’ meeting, or the payment of dividends, (ii)
the payment of fees, taxes, and similar charges, and (iii) compliance with any laws
or governmental regulations relating to ADRs or to the withdrawal of deposited
securities;
(2) The deposited securities are offered or sold in transactions registered under the
Securities Act or in transactions that would be exempt therefrom if made in the
United States; and
(3) As of the filing date of this registration statement, the issuer of the deposited
securities is reporting pursuant to the periodic reporting requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the deposited securities are
exempt therefrom by Rule 12g3-2(b) (§240. l2g3-2(b) of this chapter) unless the
issuer of the deposited securities concurrently files a registration statement on
another form for the deposited securities.
B. Registration of Deposited Securities. Form F-6 is available for registration of the
Depositary Shares only. The registration of the deposited securities, if necessary, shall be
on any other form the registrant is eligible to use. Alternatively, Depositary Shares may
also be registered on any form used to register the deposited securities if such registration
statement also conforms to the requirements of Parts I and II of Form F-6 and either the
depositary or the legal entity created by the agreement for the issuance of ADRs signs the
registration statement with respect to the disclosure and undertakings made in response to
such requirements. The amount of fees charged need not be disclosed in the prospectus if
the depositary makes and follows the undertakings in Item 4(c) and if the prospectus lists
the various services for which fees may be charged, states that such fees may differ from
those other depositaries charge, states that the fee schedule is available without charge
from the depositary, and states that each registered holder of an ADR will receive thirty
days notice of a change in the fee schedule.
II. Amount of Securities; Filing Fee
An ADR evidences one or more Depositary Shares, as defined in Rule 405 (§230.405 of
this chapter). The registration statement relates to Depositary Shares, not the number of physical
certificates issued. For example, if an ADR is issued against a Depositary Share, which equals

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two common shares in a foreign issuer, the registration of 100,000 Depositary Shares represents
200,000 common shares. If the depositary issues a certificate for 10,000 Depositary Shares and
another for 15,000 Depositary Shares, then 75,000 (100,000 minus 25,000) Depositary Shares
(not 99,998) remain available for distribution under the registration statement.
Rule 457(k) (§230.457(k) of this chapter) describes the method of computing the filing fee.
III. Application of General Rules and Regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act,
particularly Regulation C (§230.400 et seq. of this chapter). That Regulation contains
general requirements regarding the preparation and filing of registration statements.
B. The prospectus may consist of the ADR certificate if it includes the information required
in Part I of this Form. Such prospectus need not conform to the requirements of Rule 420
(§240.420 of this chapter) except that the type shall be roman type at least as large as 5½point modern type.
C. You must file the Form F-6 registration statement in electronic format via the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system in
accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232). For
assistance with EDGAR questions, call the Filer Support Office at (202) 551-8900.
If filing the registration statement in paper under a hardship exemption in Rule 201 or
202 of Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, you must
file the number of copies of the registration statement and of each amendment required
by Securities Act Rules 402 and 472 (17 CFR 230.402 and 230.472), except that you
need only file three additional copies instead of the ten referred to in Rule 402(b) (17
CFR 230.402(b)). You may also file only three additional copies instead of the eight
referred to in Securities Act Rule 472(a) (17 CFR 230.472(a)).

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PART I — INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of Securities To Be Registered.
Furnish the information required by Item 12.E. of Form 20-F (§249.220f of this chapter).
Item 2. Available Information. Provide the information in either (a) or (b) below,
whichever is applicable.
(a) State that the foreign issuer publishes information in English required to maintain the
exemption from registration under Rule 12g3-2(b) under the Securities Exchange of
1934 on its Internet Web site or through an electronic information delivery system
generally available to the public in its primary trading market. Then disclose the address
of the foreign issuer’s Internet Web site or the electronic information delivery system in
its primary trading market.
(b) State that the foreign issuer is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and accordingly files reports with the Commission.
Then disclose that these reports are available for inspection and copying through the
Commission’s EDGAR system or at public reference facilities maintained by the
Commission in Washington, D.C.
Note to Item 2: In the case of an unsponsored ADR facility, you may base your
representation that the issuer publishes information in English required to maintain the
exemption from registration under Exchange Act Rule 12g3-2(b) upon your reasonable, good
faith belief after exercising reasonable diligence.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits.
Subject to the rules as to incorporation by reference, the exhibits specified below shall be
filed as a part of the registration statement. Exhibits shall be appropriately lettered or numbered
for convenient reference. Exhibits incorporated by reference may bear the designation given in
the previous filing. Instruction l to Item 601 of Regulation S-K applies to this paragraph.
(a) A copy of the Deposit Agreement or Deposit Agreements under which the securities
registered hereunder are issued. If the Deposit Agreement is amended during the
offering of the Depositary Shares, such amendments shall be filed as amendments to the
registration statement.
(b) Any other agreement, to which the depositary is a party relating to the issuance of the
Depositary Shares registered hereby or the custody of the deposited securities
represented thereby.
(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.

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(d) An opinion of counsel as to the legality of the securities being registered, indicating
whether they will when sold be legally issued, and entitle the holders thereof to the
rights specified therein.
(e) If the procedure in Rule 466 is being used, a certification in the following form:
Certification under Rule 466
The depositary,

represents and certifies the following:

(1) That it previously had filed a registration statement on Form F-6 (Name and File
No.), which the Commission declared effective, with terms of deposit identical to
the terms of deposit of this registration statement except for the number of foreign
securities a Depositary Share represents.
(2) That is ability to designate the date and time of effectiveness under Rule 466 has
not been suspended.
[Depositary]
By [Signature and Title]
Item 4. Undertakings.
Notwithstanding the provisions of Rule 415(a)(2) (§230.415(a)(2) of this chapter), the
undertakings in Item 512(a) of Regulation S-K are not required. Furnish the following
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 ADRs, 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 ADR thirty days before any change in the fee schedule.

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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 registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of
State of
, on
,
20
.
[Legal entity created by the agreement for the issuance of American Depositary Receipts for
shares of]
By [Signature and Title]
[Registrant]
By [Signature and Title]
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
[Signature]
[Title]
[Date]
Instructions.
1.

The legal entity created by the agreement for the issuance of ADRs shall sign the
registration statement as registrant. The depositary may sign on behalf of such entity, but the
depositary for the issuance of ADRs itself shall not be deemed to be an issuer, a person
signing the registration statement, or a person controlling such issuer. If the issuer of the
deposited securities sponsors the ADR arrangement, the registration statement shall also be
signed by the issuer and its principal executive officer or officers, its principal financial
officer, its controller or principal accounting officer, at least a majority of the board of
directors or persons performing similar functions, and its authorized representative in the
United States.

2.

The name of each person who signs the registration statement shall be typed or printed
beneath his signature. Any person who occupies more than one of the specified positions
shall indicate each capacity in which he signs the registration statement. Attention is
directed to Rule 402 concerning manual signatures and Item 601 of Regulation S-K
concerning signatures pursuant to powers of attorney.
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