- Amended Annual and Transition Report (foreign private issuer) (20-F/A)
24 Janeiro 2012 - 5:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A No. 3
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: June 30, 2011
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 001-34168
Pansoft Company Limited
(
Exact name of registrant as specified
in its charter
)
N/A
(
Translation of registrant’s name into
English
)
British Virgin Islands
(
Jurisdiction of incorporation
or organization
)
3/F Qilu Software Park Building
Jinan Hi-Tech Zone, Jinan, Shandong,
People’s Republic of China 250101
(
Address of principal executive offices and
zip code
)
Allen Zhang
c/o Pansoft Company Limited
3/F Qilu Software Park Building
Jinan Hi-Tech Zone, Jinan, Shandong,
People’s Republic of China 250101
(
Name, Telephone, Email
and/or Facsimile number and Address of Company Contact Person
)
Securities registered pursuant
to Section 12(b) of the Exchange Act:
Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.0059
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NASDAQ Capital Market
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Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 5,438,232
common shares, par value $0.0059 per share, as of June 30, 2011.
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
£
No
S
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
£
No
S
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes
£
No
£
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes
£
No
£
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
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Large accelerated filer
£
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Accelerated filer
£
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Non-accelerated filer
S
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Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing: need to complete
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U.S. GAAP
S
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International Financial Reporting Standards as issued by the International Accounting Standards Board
£
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Other
£
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If “Other” has been checked in
response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17
£
Item
18
£
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes
£
No
S
PANSOFT COMPANY LIMITED
FORM 20-F
For the Fiscal Year Ended June 30, 2011
TABLE OF CONTENTS
PART I
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ITEM 1.
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IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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4
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ITEM 2.
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OFFER STATISTICS AND EXPECTED TIMETABLE
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4
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ITEM 3.
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KEY INFORMATION
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4
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ITEM 4.
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INFORMATION ON THE COMPANY
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22
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ITEM 4A.
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UNRESOLVED STAFF COMMENTS
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36
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ITEM 5.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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36
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ITEM 6.
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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49
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ITEM 7.
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MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
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54
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ITEM 8.
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FINANCIAL INFORMATION
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54
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ITEM 9.
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THE OFFER AND LISTING
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54
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ITEM 10.
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ADDITIONAL INFORMATION
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55
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ITEM 11.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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59
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ITEM 12.
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DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
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59
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PART II
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ITEM 13.
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DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
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60
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ITEM 14.
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
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60
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ITEM 15.
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CONTROLS AND PROCEDURES
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60
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ITEM 16.
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[RESERVED]
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61
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ITEM 16A.
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AUDIT COMMITTEE FINANCIAL EXPERT
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61
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ITEM 16B.
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CODE OF BUSINESS CONDUCT AND ETHICS
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61
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ITEM 16C.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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61
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ITEM 16D.
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EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
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61
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ITEM 16E.
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
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62
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ITEM 16F.
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CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
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62
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ITEM 16G.
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CORPORATE GOVERNANCE
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62
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PART III
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ITEM 17.
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FINANCIAL STATEMENTS
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63
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ITEM 18.
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FINANCIAL STATEMENTS
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63
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ITEM 19.
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EXHIBITS
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106
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SIGNATURES
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126
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EXHIBIT INDEX
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106
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EXPLANATORY
NOTE
This Amendment No. 3 on Form 20-F/A (the “Form
20-F/A No. 3”) to the annual report on Form 20-F for the fiscal year ended June 30, 2011 (the “Form 20-F”) of
Pansoft Company Limited (the “Company”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on December 30, 2011 includes the following XBRL files for Form 20F for the fiscal year ended June 30, 2011. The related XBRL files
were initially filed on January 20, 2012 under Amendment No. 2 on Form 20-F/A but were stripped out by the EDGAR server upon filing
due to the errors occurred to the related XBRL files.
101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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The other portions of the Form 20-F are not
affected by the changes described above and have not been amended. This Form 20−F/A No. 3 continues to speak as of the date
of the Form 20−F and no attempt has been made in this Form 20−F/A No. 3 to modify or update disclosures in the Form
20−F except as noted above. This Form 20−F/A No. 3 does not reflect events occurring after the filing of the Form 20−F
or modify or update any related disclosures, and information not affected by the amendment is unchanged and reflects the disclosure
made at the time of the filing of the Form 20−F with the SEC except as noted above. Accordingly, this Form 20−F/A No.
3 should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent
to the filing of the Form 20−F, including any amendments to those filings.
SIGNATURES
In accordance with the
requirements of the Exchange Act, the registrant caused this amended report on Form 20-F to be signed on its behalf by the undersigned,
thereunto duly authorized.
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PANSOFT COMPANY LIMITED
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January 25, 2012
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By:
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/s/ Allen Zhang
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Allen Zhang
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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