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Deutsche Bank Trust Co Americas/ADR Group – ‘F-6 POS’ on 2/10/10 re: Daiwa Securities Group Inc.

On:  Wednesday, 2/10/10, at 12:46pm ET   ·   Effective:  2/10/10   ·   Accession #:  1193805-10-382   ·   File #:  333-164514

Previous ‘F-6 POS’:  ‘F-6 POS’ on 1/4/10   ·   Next:  ‘F-6 POS’ on 3/12/10   ·   Latest:  ‘F-6 POS’ on 4/1/24

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

 2/10/10  Deutsche Bank Tr Co Americas/… Gp F-6 POS     2/10/10    3:281K Daiwa Securities Group Inc.       E-Data Systems, Inc./FA

Post-Effective Amendment to an F-6   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6 POS     Post-Effective Amendment to an F-6                  HTML     69K 
 2: EX-99.(A)(2)  Miscellaneous Exhibit                             HTML    125K 
 3: EX-99.(E)   Miscellaneous Exhibit                               HTML      9K

F-6 POS   —   Post-Effective Amendment to an F-6

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

  Unassociated Document  
As filed with the Securities and Exchange Commission on February 10 , 2010
333-164514
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
Kabushiki Kaisha Daiwa Shoken Gurupu Honsha
(Exact name of issuer of deposited securities as specified in its charter)
 
Daiwa Securities Group Inc.
(Translation of issuer’s name into English)
 
Japan
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Daiwa Securities America Inc.
Corporate Planning Department
Financial Square, 32 Old Slip
New York, New York 10005
(212) 612-7000
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466:
 
 o   immediately upon filing.
   
 x  February 19, 2010 at 4:30 p.m. (EST)
 
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*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing  common shares of Daiwa Securities Group, Inc.
N/A
N/A
N/A
N/A
*
Each unit represents one American Depositary Share.
  
**
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 receipts evidencing American Depositary Shares.
  
 
 
 
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amendment to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement and incorporated herein by reference.
 
Item 1.
  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.   Name of depositary and address of its principal executive office  
Face of Receipt, Introductory article and bottom center
       
2.  
Title of Receipts and identity of deposited securities

Terms of Deposit:
  
Face of Receipt, Top center
       
  (i)  
The amount of deposited securities represented by one American Depositary Share
  
Face of Receipt, Upper right corner
         
  (ii)  
The procedure for voting, if any, the deposited securities
  
Paragraph (15)
         
  (iii)  
The collection and distribution of dividends
  
Paragraph (13)
         
  (iv)  
The transmission of notices, reports and proxy soliciting material
  
Paragraphs (12), (14) and (15)
         
  (v)  
The sale or exercise of rights
  
Paragraphs (2), (6), (13), (16) and (21)
         
  (vi)  
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (13) and (16)
         
  (vii)  
Amendment, extension or termin­ation of the deposit arrangements
  
Paragraphs (20) and (21) (no provision for extensions)
         
  (viii)  
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Paragraph (12)
         
  (ix)  
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (2), (3) and (4)
 
 
  (x)  
Limitation upon the liability of the depositary
  
Paragraphs (6), (10), (15), (16), (17), (18) and (21)
         
3.   Fees and charges which may be imposed directly or indirectly against holders of Receipts  
Paragraph (9)
       
Item 2.             AVAILABLE INFORMATION
  
Paragraph (12)
 
(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Daiwa Securities Group, Inc. publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended , on its Internet Web site (www.daiwa-grp.jp) or through an electronic information delivery system generally available to the public in its primary trading market.
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a) (1)
Form of Deposit Agreement, dated as of January  , 2010, by and among Daiwa Securities Group, Inc., Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed .
 
(a)(2)
Form of Amendment to Deposit Agreement, including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. – Filed herewith as Exhibit (a)(2) .
 
(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 Company in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously Filed .
 
(e)
 Certification under Rule 466. – Filed herewith as Exhibit (e) .
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
 
 
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 30 days before any change in the fee schedule.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Daiwa Securities Group, Inc., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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 Post-Effective Amendment Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 10 , 2010.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares , each representing one common share of Daiwa Securities Group, Inc.
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
  
       
       
 
By: 
/s/James Kelly
 
 
Name: 
James Kelly
  
 
Title: 
Vice President
  
       
       
 
By: 
/s/Chris Konopelko
 
 
Name: 
Chris Konopelko
  
 
Title: 
Vice President
  
       

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Daiwa Securities Group Inc. 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan on February 10 , 2010.
 
 
Daiwa Securities Group, Inc.
  
       
 
By:
/s/ Shigeharu Suzuki
  
   
Name: 
Shigeharu Suzuki
  
   
Title: 
President and Chief Executive Officer
  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on   February 10 , 2010.
 
Signatures
  
Capacity
     
     
*
 
Chairman
Akira Kiyota
  
Director
     
     
*
 
President and Chief Executive Officer
Shigeharu Suzuki
   Director 
   
(Principal Executive Officer)
     
*
 
Deputy President and Chief Operating Officer
Shin Yoshidome
  
Director
     
     
*
 
Deputy President
Takashi Fukai
  
Director
     
     
*
 
Deputy President
Takashi Hibino
  
Director
     
     
*
 
Corporate Executive Vice President and CFO
Nobuyuki Iwamoto
   Director 
   
(Principal Financial Officer and Principal Accounting Officer)
     
*
 
Director
Kazuo Oda
    
     
     
*
 
Director
Seiji Nakata
    
     
     
*
 
Director
Saburo Jifuku
    
 
 
     
*  
Director
Tetsuro Kawakami
  
 
     
     
*  
Director
Ryuji Yasuda
  
 
     
     
*  
Director
Koichi Uno
  
 
     
     
*  
Director
Nobuko Matsubara
  
 
     
     
*  
Director
Keiichi Tadaki
  
 
     
     
/s/ Masaaki Goto
  
Authorized Representative in the United States
Masaaki Goto
    
 
*By:  /s/Masaru Shirataki                
Name: Masaru Shirataki
Title:   Power of Attorney
 
 
 INDEX TO EXHIBITS
 
 
Exhibit Number
  
   
(a)(2) Form of Amendment to Deposit Agreement
 
(e)    Rule 466 Certification
 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filing Submission 0001193805-10-000382   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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