As filed with the Securities and Exchange Commission on September 7, 2012
Registration No. 333-170379
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China Kanghui Holdings
(Exact Name of Registrant as Specified in Its Charter)
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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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No.1-8 Tianshan Road, Xinbei District
Changzhou, Jiangsu Province 213022, Peoples Republic of China
(86-519) 8519-5556
(Address, Including Zip Code, of Principal Executive Offices)
China Kanghui
Holdings 2010 Share Incentive Plan
(Full Title of the Plans)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Portia Ku, Esq.
OMelveny & Myers LLP
37
th
Floor, Plaza 66, 1266 Nanjing Road West
Shanghai, 200040
Peoples Republic of China
(8621) 2307-7000
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 filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of
Securities To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
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Ordinary Shares, par value US$0.001 per share, issuable under the China Kanghui Holdings
2010 Share Incentive Plan
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11,726,539 Ordinary
Shares
(1)(3)
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US$4.12
(2)
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US$48,313,340
(2)
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US$5,536.71
(2)
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(1)
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This Registration Statement covers, in addition to the number of ordinary shares, par value US$0.001 per share (the Ordinary Shares) of
China Kanghui Holdings, a Cayman Islands corporation (the Company or 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 under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to China Kanghui Holdings 2010 Share Incentive Plan ( the
Plan) as a result of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to the Securities Act Rule 457(h)(1), the maximum offering price, per share and in the aggregate, and the registration fee were calculated
based on the average of the high and low prices for the Registrants Ordinary Shares represented by American Depository Shares (ADSs) as reported on the New York Stock Exchange on August 31, 2012.
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(3)
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These Ordinary Shares may be represented by the Registrants ADSs, each of which represents six Ordinary Shares. The Registrants ADSs
issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-168376) filed on July 29, 2010, as amended and any other amendment or report filed for
updating such statement.
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The Exhibit Index for this Registration
Statement is at page 7.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only
those items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
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Incorporation of Certain Documents by Reference
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The following documents of the Company filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference:
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(a)
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The Companys Registration Statement on Form S-8, filed with the Commission on November 5, 2010 (Commission File No. 333-170379);
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(b)
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The Companys Annual Report on Form 20-F for its fiscal year ended December 31, 2011, filed with the Commission on April 30, 2012 (Commission File
No. 001-34840); and
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(c)
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The description of the Registrants ordinary shares and ADSs contained in its Registration Statement on Form 8-A (File No. 001-34840) filed with the
Commission on July 30, 2010.
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All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in
accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
See the
attached Exhibit Index at page 7, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Changzhou, China on September 7, 2012.
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China Kanghui Holdings
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By:
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/s/ Libo Yang
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Libo Yang
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Libo Yang and Junwen Wang, and each of them, acting individually and
without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Yikang Jiang
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Chairman of the Board of Directors
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September 7, 2012
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Yikang Jiang
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/s/ Libo Yang
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Chief Executive Officer and Director (principal executive officer)
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September 7, 2012
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Libo Yang
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/s/ Jun Du
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Director
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September 7, 2012
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Jun Du
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/s/ Hongxin Nie
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Director
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September 7, 2012
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Hongxin Nie
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/s/ Suyang Zhang
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Director
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September 7, 2012
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Suyang Zhang
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/s/ David Su
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Director
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September 7, 2012
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David Su
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/s/ Patricia Peifen Chou
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Director
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September 6, 2012
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Patricia Peifen Chou
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/s/ Shuchun Gao
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Director
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September 7, 2012
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Shuchun Gao
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/s/ Junwen Wang
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Chief Financial Officer
(Principal financial and accounting officer)
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September 7, 2012
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Junwen Wang
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the
Registrant, has signed this registration statement in Newark, Delaware on September 7, 2012.
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi
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Donald J. Puglisi
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Managing Director
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6
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4
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China Kanghui Holdings 2010 Share Incentive Plan.
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5
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Opinion of Conyers Dill & Pearman (Cayman) Limited (opinion re legality).
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5).
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24
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Power of Attorney (included on the signature page to this Registration Statement).
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7
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