SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

JPMorgan Chase Bank, N.A. - ADR Depositary – ‘F-6’ on 12/18/14 re: Siliconware Precision Industries Co Ltd

On:  Thursday, 12/18/14, at 3:56pm ET   ·   Accession #:  1193805-14-2494   ·   File #:  333-201043

Previous ‘F-6’:  ‘F-6’ on 12/2/14   ·   Next:  ‘F-6’ on 2/11/15   ·   Latest:  ‘F-6/A’ on 3/19/24

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/18/14  JPMorgan Chase Bank N… Depositary F-6                    3:761K Siliconware Precision Inds Co Ltd E-Data Systems, Inc./FA

Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by      HTML     75K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 
 2: EX-99.(A)   Miscellaneous Exhibit                               HTML    427K 
 3: EX-99.(D)   Miscellaneous Exhibit                               HTML     12K 


F-6   —   Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Unassociated Document  
 
As filed with the U.S. Securities and Exchange Commission on December 18, 2014
 
 Registration No.  333-


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
___________________

SILICONWARE PRECISION INDUSTRIES CO., LTD.
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

Taiwan, Republic of China
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Depositary Management Corporation
570 Lexington Avenue, 44th Floor
Telephone: (212) 319-4800
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
  o
immediately upon filing
 
  o
on (Date) at (Time)
 
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five common shares of Siliconware
70,000,000
American
Depositary Shares
$0.05
$3,500,000
$406.70
(1)
Each unit represents one American Depositary Share.
(2)
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 Receipts evidencing 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement (hereinafter defined) filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
 
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
   
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
 
Paragraphs (16) and (17)
         
 
(iii)
Collection and distribution of dividends
 
Paragraph (14)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (13) and (16)
         
 
(v)
Sale or exercise of rights
 
Paragraphs (2), (14) and (16)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (3), (6), (14) and (18)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (22) and (23)
         
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (13)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (2), (3), (4), (6), (7), (9) and (10)
         
 
(x)
Limitation upon the liability of the Depositary
 
Paragraphs (7), (19) and (20)
       
(3)
Fees and Charges
 
Paragraph (10)
 
 
 

 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
       
(b)
Statement that Siliconware Precision Industries Co., Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
 
Paragraph (13)
 
 
 

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of  Third Amended and Restated Deposit Agreement dated as of           , 2015 among Siliconware Precision Industries Co., Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
 
(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.  Not Applicable.
 
 
(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.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Not applicable.
 
Item 4.  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 American Depositary Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 

 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 New York, State of New York, on December 18, 2014.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
       
 
By:  
JPMORGAN CHASE BANK, N.A., as Depositary
 
       
 
By:
/s/ Gregory A. Levendis  
  Name: Gregory A. Levendis  
  Title:   Executive Director  
       
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Siliconware Precision Industries Co., Ltd. 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, on December 18, 2014.
 
 
Siliconware Precision Industries Co., Ltd.
 
       
 
By:
/s/ Bough Lin   
 
Name: Bough Lin
Title:   Chairman
 
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bough Lin and Eva Chen, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
 

 
 
Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on December 18, 2014, in the capacities indicated.
 
Signature
 
Title
     
 
Chairman of the Board of Directors
Name: Bough Lin
   
     
 
Vice Chairman and Chief Executive Officer
   
     
 
Director and Chief Operating Officer
   
     
 
Director
   
     
 
 
Director
Name: Randy Hsiao-Yu Lo
   
     
 
Director (Representative of Yang Fong Investment co., Ltd)
   
     
 
 
Independent Director
Name: John Hsuan
   
     
 
 
Independent Director
Name: Tsai-Ding Lin
   
     
 
 
Independent Director
Name: William W. Sheng
   
     
/s/ Eva Chen   
Chief Financial Officer
Name: Eva Chen
   
 
 
 

 

 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Siliconware Precision Industries Co., Ltd., has signed this Registration Statement in New York, New York, on December 18, 2014.
 
 
DEPOSITARY MANAGEMENT CORPORATION as
Authorized U.S. Representative
 
       
 
By:
/s/ George Boychuk  
 
Title: Managing Director
 
 
 
 

 
 
 

Exhibit Number
   
     
(a)
Form of Deposit Agreement.
 
     
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
 


 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-6’ Filing    Date    Other Filings
Filed on:12/18/14None on these Dates
 List all Filings 
Top
Filing Submission 0001193805-14-002494   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Apr. 19, 3:31:58.1pm ET