Shanghai Century Acquisition Corp - Notification that Form 20-F will be submitted late (NTN 20F)
03 Julho 2008 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
001
32860
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CUSIP
NUMBER
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(Check
One):
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o
Form
10-K
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x
Form
20-F
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o
Form
11-K
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o
Form
10-Q
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o
Form
N-SAR
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o
Form
N-CSR
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For
Period Ended:
December
31, 2007
o
Transition
Report on Form 10-K
o
Transition
Report on Form 20-F
o
Transition
Report on Form 11-K
o
Transition
Report on Form 10-Q
o
Transition
Report on Form N-SAR
For
the
Transition Period Ended:
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Read
attached instruction sheet before preparing form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained herein.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
- REGISTRANT
INFORMATION
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Full
Name of Registrant
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Shanghai
Century Acquisition Corporation.
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Former
Name if Applicable
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N/A
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Address
of Principal Executive Office
(Street
and Number)
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23rd
Floor, Shun Ho Tower
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City,
State and Zip Code
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24-30
Ice House Street, Central, Hong Kong SAR, China
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PART
II
RULES
12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x
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(a)
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense;
(b)
The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will
be
filed on or before the fifteenth calendar day following the prescribed
due
date; or the subject quarterly report of transition report on Form
10-Q,
or portion thereof will be filed on or before the fifth calendar
day
following the prescribed due date; and
(c)
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The
report of Shanghai Century Acquisition Corporation (
t
he “Company
”
) filed
on
Form 20-F for the year ended December 31, 2007 for the Company could not be
filed within the prescribed time period because the Company is in the process
of
a voluntary liquidation and requires additional time to allow its liquidators
to
complete their review.
PART
IV
OTHER
INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Ronit
Fischer
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212
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407-4816
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter)
period
that the registrant was required to file such reports) been filed?
If
answer is no, identify report(s).
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x
Yes
¨
No
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(3)
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Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
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x
Yes
¨
No
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If
so, attach an explanation of the anticipated change, both narratively
and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Shanghai
Century Acquisition Corporation.
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(Name
of Registrant as Specified in
Charter)
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Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
:
July
2, 2008
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By:
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/s/
Franklin D. Chu
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Name:
Franklin D. Chu
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Title:
Co-Chief Executive Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
Attachment
Response
to Part III
Explanation
why a reasonable estimate of the change in results of operations from the
corresponding period for the last fiscal year cannot be provided.
Shanghai
Century Acquisition Corporation (the “Company”) is in the process of a voluntary
liquidation. The Company’s Articles of Association provided that the Company
would continue in existence only until April 28, 2008 (the “Termination Date”)
and dissolve if the Company did not complete a business combination by such
Termination Date.
On
May
28, 2008, the directors of the Company filed a Notice of Dissolution and a
Declaration of Solvency with the Cayman Island
’
Registrar
of
Companies, in addition to publishing in the Cayman Islands’ Gazette, a notice to
all possible creditors of the Company’s voluntary winding-up and distribution of
assets.
On
June
20, 2008 the Company notified holders of its outstanding ordinary shares of
the
upcoming special meeting of shareholders to be held on July 8, 2008 to consider
and approve a proposal for the appointment of Cosimo Borrelli and Jacqueline
Walsh, both of Borrelli Walsh Limited, to act jointly and severally as
liquidators (“Liquidators”) of the Company
with
respect to the
voluntary liquidation. As part of the liquidation process,
the Liquidators will undertake an assessment of the Company’s books, records and
other financial documents, for the purpose of establishing the Company’s
creditors and evaluating their claims for payment.
Approximately
US $110,000,000 in net proceeds from the Company’s April, 2006 initial public
offering, were deposited into a trust account. As of June 30, 2008,
approximately US $114,504,000 (including interest) of the net proceeds were
being held in the trust account.
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