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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/18/13 China Cablecom Holdings, Ltd. 20-F/A 12/31/11 52:4.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F/A Amendment to Annual Report by a Foreign HTML 60K
Non-Canadian Issuer
4: EX-13.1 Annual or Quarterly Report to Security Holders HTML 18K
2: EX-12.1 Statement re: Computation of Ratios HTML 21K
3: EX-12.2 Statement re: Computation of Ratios HTML 21K
51: R1 Document And Entity Information HTML 43K
36: R2 Consolidated Balance Sheets HTML 156K
33: R3 Consolidated Balance Sheets [Paranthetical] HTML 38K
13: R4 Consolidated Statements of Operations HTML 88K
35: R5 Consolidated Statements of Comprehensive Loss HTML 38K
24: R6 Consolidated Statements of Changes in HTML 77K
Shareholders' Equity
45: R7 Consolidated Statements of Cash Flows HTML 185K
25: R8 Organization and Basis of Preparation of Financial HTML 103K
Statements
27: R9 Summary of Significant Accounting Policies HTML 83K
14: R10 Recent Changes in Accounting Standards HTML 36K
26: R11 Going Concern and Management's Plans HTML 24K
44: R12 Change in Accounting Estimate HTML 19K
41: R13 Stock Based Compensation HTML 43K
34: R14 Cash and cash equivalents HTML 22K
48: R15 Prepaid Expenses and Advances HTML 25K
43: R16 Property, Plant and Equipment, Net HTML 39K
11: R17 Investment in operating joint venture HTML 70K
16: R18 Land Use Rights, Net HTML 22K
47: R19 Construction In Progress HTML 21K
50: R20 Intangible Assets, Net HTML 39K
52: R21 Goodwill HTML 19K
49: R22 Income Taxes HTML 56K
38: R23 Other Current Liabilities HTML 30K
15: R24 Promissory note HTML 26K
23: R25 Convertible notes HTML 29K
19: R26 Unsecured notes HTML 26K
18: R27 Secured notes HTML 27K
28: R28 Senior secured notes HTML 23K
37: R29 Statutory Reserves HTML 18K
42: R30 Leases HTML 26K
21: R31 Shareholders' Equity HTML 33K
29: R32 Warrants HTML 21K
46: R33 Related Party Transactions HTML 44K
20: R34 Onshore and offshore loan agreements with Rich HTML 20K
Dynamic Limited
39: R35 Employee Benefits HTML 18K
40: R36 Commitments and Contingencies HTML 24K
30: R37 Operating Risk HTML 29K
17: R38 Subsequent Event HTML 20K
32: XML IDEA XML File -- Filing Summary XML 71K
12: EXCEL IDEA Workbook of Financial Reports XLSX 147K
31: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 604K
5: EX-101.INS XBRL Instance -- cablf-20111231 XML 1.00M
7: EX-101.CAL XBRL Calculations -- cablf-20111231_cal XML 134K
8: EX-101.DEF XBRL Definitions -- cablf-20111231_def XML 780K
9: EX-101.LAB XBRL Labels -- cablf-20111231_lab XML 658K
10: EX-101.PRE XBRL Presentations -- cablf-20111231_pre XML 841K
6: EX-101.SCH XBRL Schema -- cablf-20111231 XSD 176K
22: ZIP XBRL Zipped Folder -- 0001144204-13-067856-xbrl Zip 130K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 on
FORM 20-F/A
| £ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| R | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011.
OR
| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| £ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from __________ to ___________
Commission file number 001-34136
China Cablecom Holdings, Ltd.
(Exact name of the Registrant as specified in its charter)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Room 458, North Building, Wenjiao Plaza
No. 1 Qingnian Dong Road
Jinan, People’s Republic of China 250001
(Address of principal executive offices)
Kerry Propper, (646) 465-9000
17 State Street, Suite 2575, New York, NY 10004
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
C:
| Title of Each Class | Name of each exchange on which registered |
None
Securities registered or to be registered pursuant to Section 12(g) of the Act: ORDINARY SHARES, $.0015 PAR VALUE
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
On December 31, 2011, the registrant had 13,693,780 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x No
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.
x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨ Yes x 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 Exchange Act.
| ¨ Large Accelerated filer | ¨ Accelerated filer | x Non-accelerated filer |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| x US GAAP | ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board | ¨ Other |
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
C:
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 Exchange Act).
S Yes £ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court.
¨ Yes ¨ No
C:
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 20-F of China Cablecom Holdings Limited (the “Company”) amends the Company’s Annual Report on Form 20-F for the year ended December 31, 2011, (the “Original Filing”) which was filed with the Securities and Exchange Commission on October 2, 2013. The Company is filing this Amendment No. 1 solely to provide Exhibit 101, which was not included in the Original Filing. Exhibit 101 includes information about the Company in Extensible Business Reporting Language (XBRL).
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 is accompanied by currently dated certifications on Exhibits 12.1, 12.2 and 13.1 by our chief executive officer and chief financial officer. Except as specifically referenced herein, this Amendment No. 1 does not reflect any event occurring subsequent to October 2, 2013, the filing date of the original report. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the Securities and Exchange Commission.
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
C:
| C: i |
| PART III | |||||
| ITEM 19. | EXHIBITS | 44 |
C:
| ii |
PART III
| ITEM 19. | EXHIBITS |
Exhibit Number |
Description of Exhibit | |
| 1.1 * | China Cablecom Holdings Amended and Restated Memorandum of Association | |
| 1.2 * | China Cablecom Holdings Amended and Restated Articles of Association | |
| 2.1 (1) | Specimen Unit Certificate | |
| 2.2 (1) | Specimen Ordinary Share Certificate | |
| 2.3 (1) | Form of Unit Purchase Option | |
| 2.4 (1) | Form of Warrant | |
| 2.5 (2) | Form of Warrant Agreement | |
| 4.1 (1) | The China Cablecom Holdings 2007 Omnibus Securities and Incentive Plan | |
| 4.2 (1) | Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and James S. Cassano | |
| 4.3 (1) | Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Kerry Proper | |
| 4.4 (1) | Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Jonathan Kalman | |
| 4.5 (1) | Warrants Exercise Proceeds Award Agreement between China Cablecom Holdings and Clive Ng | |
| 4.6 (1) | Incentive Share Agreement between China Cablecom Holdings and James S. Cassano | |
| 4.7 (1) | Incentive Share Agreement between China Cablecom Holdings and Kerry Proper | |
| 4.8 (1) | Incentive Share Agreement between China Cablecom Holdings and Jonathan Kalman | |
| 4.9 (1) | Form of Consulting Agreement between China Cablecom Holdings and China Cablecom Holdings Limited, a Cayman Islands limited company | |
| 4.10 (1) | Form of Employment Agreement between China Cablecom Holdings and Clive Ng | |
| 4.11 (1) | Promissory Note from China Cablecom to Jaguar in the initial principal amount of $475,000 | |
| 4.12 (1) | Purchase Agreement, dated as of September 19, 2007, by and among China Cablecom Ltd. and the entities listed on the Schedule of Investors attached thereto as Schedule I | |
| 4.13 (1) | Form of First Closing Promissory Note | |
| 4.14 (1) | Registration Rights Agreement, dated September 19, 2007, by and among China Cablecom Ltd. and the entities listed on the Schedule A attached thereto | |
| 4.15 (1) | Share Pledge Agreement, dated as of September 19, 2007, by Clive Ng in favor of the persons and entities listed on the Schedule of Investors attached thereto as Schedule III | |
| 4.16 (2) | Form of Registration Rights Agreement among the Registrant and the Initial Stockholders | |
| 4.17( 2) | Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders | |
| 4.18 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and Jonathan Kalman | |
| 4.19 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and C. Richard Corl | |
| 4.20 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and James S. Cassano |
C:
| C: 44 |
Exhibit Number |
Description of Exhibit | |
| 4.21 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and John J. Hoey | |
| 4.22 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and William J. Westervelt, Jr. | |
| 4.23 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and David W. Tralka | |
| 4.24 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and Robert Moreyra | |
| 4.25 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and Peter Collins | |
| 4.26 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and Sapphire Canyon Investments LLC | |
| 4.27 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and Corl LLC | |
| 4.28 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and JSC Group Holdings LLC | |
| 4.29 (2) | Letter Agreement among the Registrant, Early Bird Capital, Inc. and PA Holdings, LLC | |
| 4.30 (1) | Framework Agreement by and between Binzhou Broadcasting and Television Network Co., Ltd. and Jinan Youxiantong Network Technology Co., Ltd., August 2007 | |
| 4.31 (1) | Asset Transfer Agreement by and between Binzhou Broadcasting and Television Network Co., Ltd. and Binzhou Broadcast and Television Information Network Co., Ltd., September 2007 | |
| 4.32 (1) | Exclusive Service Agreement between Binzhou Broadcasting and Television Network Co., Ltd. and Binzhou Broadcast and Television Information Network Co., Ltd., September 2007 | |
| 4.33 (1) | Technical Services Agreement between Binzhou Broadcast and Television Information and Network Co., Ltd. and Jinan Youxiantong Network Technology Co., Ltd., September 2007 | |
| 4.34 (1) | Equity Option Agreement by and between Heze Cablecom Network Technology Co., Ltd. and Liang Yue Jing, July 2007 | |
| 4.35 (1) | Equity Option Agreement by and between Heze Cablecom Network Technology Co., Ltd. and Pu Yue, July 2007 | |
| 4.36 (1) | Equity Pledge Agreement by and between Heze Cablecom Network Technology Co., Ltd. and Lian Yue Jing, July 2007 | |
| 4.37 (1) | Equity Pledge Agreement by and between Heze Cablecom Network Technology Co., Ltd. and Pu Yue, July 2007 | |
| 4.38 (1) | Loan Agreement by and between China Cablecom Co. Ltd. (Hong Kong) and Liang Yue-Jing, June 2007 | |
| 4.39 (1) | Loan Agreement by and between China Cablecom Co. Ltd. (Hong Kong) and Pu Yue, June 2007 | |
| 4.40 (1) | Power of Attorney granted by Lian Yue Jing, July 16, 2007 | |
| 4.41 (1) | Power of Attorney granted by Pue Yue, July 16, 2007 | |
| 4.42 (1) | Trustee Arrangement Letter, by and between China Cablecom Co., Ltd. (Hong Kong) and Lian Yue Jing, June 30, 2007 | |
| 4.43 (1) | Trustee Arrangement Letter, by and between China Cablecom Co., Ltd. (Hong Kong) and Pu Yue, June 30, 2007 | |
| 4.44 (1) | Supplementary Agreement to the Framework Agreement, by and between Binzhou Broadcasting and Television Network, Co., Ltd. and Jinan Youxiantong Network Technology Co. Ltd., dated August 6, 2007 | |
| 4.45 (3) | Settlement Agreement by and between China Broadband, Inc., China Broadband, Ltd., China Broadband, Inc., Stephen P. Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I. Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng, Chardan Capital Markets, LLC, Jaguar Acquisition Corporation and China Cablecom Holdings, Ltd. dated January 9, 2008 | |
| 4.46 (1) | Form of Voting Agreement by and between Jaguar Acquisition Corporation, China Cablecom Holdings, Ltd., Certain Shareholders of Jaguar Acquisition Corporation and Clive Ng. | |
| 4.47 (1) | Form of Employment Agreement by and between China Cablecom Holdings, Ltd. and Pu Yue. | |
| 4.48 (4) | Unit Purchase Option Clarification Agreement dated as of January 30, 2008 by Jaguar Acquisition Corporation. | |
| 4.49 (4) | Warrant Clarification Agreement dated January 30, 2008 by and between Jaguar Acquisition Corporation and Continental Stock Transfer & Trust Company. |
C:
| 45 |
Exhibit Number |
Description of Exhibit | |
| 4.50 (5) | Offshore Loan Agreement between China Cablecom and Rich Dynamic Limited, dated June 10, 2008. | |
| 4.51 (6) | Offshore Loan Agreement between China Cablecom and Rich Dynamic Limited, dated July 29, 2008. | |
| 4.52 (7) | Onshore Loan Agreement between Dong Wanling and JYNT, dated June 10, 2008. | |
| 4.53 (8) | Onshore Loan Agreement between Dong Wanling and JYNT, dated June 10, 2008. | |
| 4.54 * | Supplement to Framework Agreement dated September 29, 2009 | |
| 4.55 * | Form of Hubei Chutian Loan Agreement dated September 29, 2009 | |
| 4.56 * | Subscription Agreement dated October 9, 2009 | |
| 4.57 * | Form of New Note | |
| 4.58 * | New Notes Security Agreement | |
| 4.59 * | Senior Secured Subsidiary Guaranty | |
| 4.60 * | Collateral Agent Agreement | |
| 4.61 * | Intercreditor Agreement dated October 9, 2009 | |
| 4.62 * | Warrant for Chardan Capital Markets LLC | |
| 4.63 * | Secured Notes Exchange and Waiver Agreement dated October 9, 2009 | |
| 4.64 * | Form of New Junior Secured Notes | |
| 4.65 * | Junior Secured Security Agreement dated October 9, 2009 | |
| 4.66 * | Junior Secured Subsidiary Guaranty dated October 9, 2009 | |
| 4.67 * | Unsecured Notes Exchange and Waiver Agreement dated October 9, 2009 | |
| 4.68 * | Form of New Unsecured Notes | |
| 4.69 * | Unsecured Notes Subsidiary Guaranty dated October 9, 2009 | |
| 4.70 *** | Termination Agreement among Hubei Chutian Radio and Television Information Network Co., Ltd., Jinan Youxiantong Network Technology Co., Ltd., and Hubei Chutian Video Communication Network Co., Ltd. dated March 22, 2012. | |
| 4.71 *** | Equity Transfer Agreement among Hubei Chutian Radio and Television Information Network Co., Ltd., Jinan Youxiantong Network Technology Co., Ltd., and Hubei Chutian Video Communication Network Co., Ltd. dated June 15, 2012 | |
| 8.1 (9) | List of subsidiaries | |
| 11.1 (10) | China Cablecom Holdings Ltd. Code of Business Conduct and Ethics | |
| 12.1 ** | Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 12.2 ** | Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 13.1 ** | Certification of Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002. |
101** Interactive Data File
| * | Incorporated by reference to the similarly numbered exhibit to the Annual Report on Form 20-F filed on July 1, 2010. |
| ** | Filed herewith. |
| *** | Previously Filed |
| (1) | Incorporated by reference to the Company’s Registration Statement on Form S-4 (Registration No. 333-147038). |
| (2) | Incorporated by reference to Jaguar Acquisition Corp. Registration Statement on Form S-1 (Registration No. 333-127135). |
| (3) | Incorporated by reference to Exhibit No. 10.1 to the Current Report on Form 8-K filed with the SEC by China Broadband, Inc. on January 17, 2008. |
| (4) | Incorporated by reference to the Quarterly Report on Form 10-QSB filed with the SEC by Jaguar Acquisition Corp. on February 14, 2008. |
| (5) | Incorporated by reference to Exhibit No. 4.50 to the Annual Report on Form 20-F filed on July 15, 2009. |
| (6) | Incorporated by reference to Exhibit No. 4.51 to the Annual Report on Form 20-F filed on July 15, 2009. |
| (7) | Incorporated by reference to Exhibit No. 4.52 to the Annual Report on Form 20-F filed on July 15, 2009. |
| (8) | Incorporated by reference to Exhibit No. 4.53 to the Annual Report on Form 20-F filed on July 15, 2009. |
| (9) | Incorporated by reference to Exhibit No. 8.1 of the Annual Report on Form 20-F filed on July 15, 2009. |
| (10) | Incorporated by reference to Exhibit No. 11.1 of the Annual Report on Form 20-F filed on July 15, 2009. |
C:
| 46 |
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CHINA CABLECOM HOLDINGS, LTD | |||||
| By: | /s/ Pu Yue | By: | /s/ Sikan Tong | ||
| Name: | Pu Yue | Name: | Sikan Tong | ||
| Title: | Chief Executive Officer | Title: | Chief Financial Officer | ||
| Date: | 2013-12-18 | Date: | 2013-12-18 | ||
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| 47 |
| This ‘20-F/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/18/13 | |||
| 10/2/13 | 20-F | |||
| 6/15/12 | ||||
| 3/22/12 | ||||
| For Period end: | 12/31/11 | 20-F, NT 20-F | ||
| 7/1/10 | 20-F, NT 20-F | |||
| 10/9/09 | 6-K | |||
| 9/29/09 | ||||
| 7/15/09 | 20-F | |||
| 7/29/08 | ||||
| 6/10/08 | ||||
| 2/14/08 | ||||
| 1/30/08 | ||||
| 1/17/08 | ||||
| 1/9/08 | ||||
| 9/19/07 | ||||
| 8/6/07 | ||||
| 7/16/07 | ||||
| 6/30/07 | ||||
| List all Filings | ||||