As filed with the Securities and Exchange Commission on June 4, 2009
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Hutchison Telecommunications International 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)
Citibank, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
Hutchison Whampoa Agents (US) Inc.
10900 N.E. 8th Street, Suite 1488
Bellevue, WA 98004
(425) 709-8882
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
David W. Hirsch, Esq. Herman H. Raspe, Esq.
Cleary Gottlieb Steen & Hamilton Patterson Belknap Webb & Tyler LLP
LLP 1133 Avenue of the Americas
Bank of China Tower New York, New York 10036
One Garden Road
Hong Kong
----------------------------
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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 : |_|
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
--------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 100,000,000 ADSs $5.00 $5,000,000 $279.00
representing fifteen (15) ordinary
shares of Hutchison
Telecommunications International
Limited
--------------------------------------------------------------------------------------------------------------------------
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* Each unit represents 100 American Depositary Shares.
** 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 Shares.
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 this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (18), (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
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The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amended and Restated Deposit
Agreement filed as Exhibit (a)(i) to this Registration Statement on Form
F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amended and Restated Deposit Agreement, by and among
Hutchison Telecommunications International Limited (the
"Company"), Citibank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners of American Depositary
Shares issued thereunder. -- Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of October 15, 2004, by and among
the Company, the Depositary, and all Holders and Beneficial
Owners of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder - Filed herewith as
Exhibit (a)(ii).
(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. -- None.
(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.
-- None.
(d) Opinion of counsel for the Depositary as to the legality of
the securities to be registered. -- Filed herewith as Exhibit
(d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection
by holders of ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change in the fee
schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, dated as of October 15, 2004, by and among Hutchison
Telecommunications International Limited, Citibank, N.A., as depositary, and all
Holders and Beneficial Owners from time to time of American Depositary Shares to
be issued thereunder, as proposed to be amended by the Amended and Restated
Deposit Agreement filed herewith as Exhibit (a)(i) 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 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 the 4th day of June, 2009.
Legal entity created by the Deposit
Agreement, dated as of October 15, 2004, as
proposed to be amended by Amended and
Restated Deposit Agreement, pursuant to
which the American Depositary Shares
registered hereunder are to be issued.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith Galfo
----------------------------------------
Name: Keith Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hutchison Telecommunications International 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 Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in Hong Kong, on
June 4, 2009.
HUTCHISON TELECOMMUNICATIONS
INTERNATIONAL LIMITED
By: /s/ Christopher John FOLL
----------------------------
Name: Christopher John FOLL
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of LUI Dennis Pok Man and
Christopher John FOLL to act as his/her true and lawful attorney-in-fact and
agent, with full power of substitution, for him/her and in his/her name, place
and stead, in any and all such capacities, to sign any and all amendments,
including post-effective amendments, and supplements to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
s/he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on June 4, 2009.
Signature Title
--------- -----
/s/ LUI Dennis Pok Man Chief Executive Officer and Executive Director
-----------------------------
LUI Dennis Pok Man
/s/ Christopher John FOLL Chief Financial Officer and Executive Director
----------------------------- (Principal financial officer and principal
Christopher John FOLL accounting officer)
/s/ CHAN Ting Yu Executive Director
-----------------------------
CHAN Ting Yu
/s/ FOK Kin-ning, Canning Chairman and Non-executive Director
-----------------------------
FOK Kin-ning, Canning
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Signature Title
--------- -----
/s/ CHOW WOO Mo Fong, Susan Non-executive Director
-----------------------------
CHOW WOO Mo Fong, Susan
/s/ Frank John SIXT Non-executive Director
-----------------------------
Frank John SIXT
/s/ KWAN Kai Cheong Independent Non-executive Director
-----------------------------
KWAN Kai Cheong
/s/ John W. STANTON Independent Non-executive Director
-----------------------------
John W. STANTON
/s/ Kevin WESTLEY Independent Non-executive Director
-----------------------------
Kevin WESTLEY
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the undersigned as
the duly authorized representative in the United States of Hutchison
Telecommunications International Limited in the City of Newark, State of
Delaware, on June 4, 2009.
/s/ Donald J. Puglisi
--------------------------------------------
Donald J. Puglisi,
as Managing Director of Puglisi & Associates
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Form of Amended and Restated Deposit
Agreement
(a)(ii) Deposit Agreement
(d) Opinion of counsel to the Depositary
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