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China Cablecom Holdings, Ltd. – ‘20-F/A’ for 12/31/11

On:  Wednesday, 12/18/13, at 2:13pm ET   ·   For:  12/31/11   ·   Accession #:  1144204-13-67856   ·   File #:  1-34136

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

12/18/13  China Cablecom Holdings, Ltd.     20-F/A     12/31/11   52:4.1M                                   Vintage/FA

Amendment to Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F/A      Amendment to Annual Report of a Foreign Private     HTML     60K 
                          Issuer                                                 
 2: EX-12.1     Statement re: Computation of Ratios                 HTML     21K 
 3: EX-12.2     Statement re: Computation of Ratios                 HTML     21K 
 4: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     18K 
31: EXCEL       XBRL IDEA Workbook -- Financial Report (.xls)        XLS    604K 
12: EXCEL       XBRL IDEA Workbook -- Financial Report (.xlsx)      XLSX    147K 
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         XBRL XML File -- Filing Summary                      XML     75K 
 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 


20-F/A   —   Amendment to Annual Report of a Foreign Private Issuer


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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:

 

 
 

 

   
 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

 
 

 

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

 
 

 

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.

 

 

i
 

 

 

TABLE OF CONTENTS

 

PART III          
  ITEM 19.   EXHIBITS   44

 

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

 

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.

 

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.

 

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  

 

47
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F/A’ Filing    Date    Other Filings
Filed on:12/18/13
10/2/1320-F
6/15/12
3/22/12
For Period End:12/31/1120-F,  NT 20-F
7/1/1020-F,  NT 20-F
10/9/096-K
9/29/09
7/15/0920-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
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