Lenovo Group Ltd – ‘F-6EF’ on 5/13/09

On:  Wednesday, 5/13/09, at 5:23pm ET   ·   Effective:  5/13/09   ·   Accession #:  1193805-9-1033   ·   File #:  333-159223

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Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6EF       Registration of Depositary Shares Evidenced by        12     31K 
                          American Depositary Receipts (Effective                
                          Immediately)                                           
 2: EX-99.(A)(I)  Miscellaneous Exhibit                               13     60K 
 3: EX-99.(A)(II)  Miscellaneous Exhibit                              42    192K 
 4: EX-99.(D)   Miscellaneous Exhibit                                  2±     9K 
 5: EX-99.(E)   Miscellaneous Exhibit                                  1      5K 
 6: EX-99.(F)   Miscellaneous Exhibit                                  2      9K 

F-6EF   —   Registration of Depositary Shares Evidenced by American Depositary Receipts (Effective Immediately)
Document Table of Contents

F-6EF
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                                                          Registration No. 333 -
As filed with  the Securities and Exchange Commission on May 13, 2009           
================================================================================

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

--------------

LENOVO GROUP LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

--------------

 [N/A]
 (Translation of issuer's name into English)

--------------

 Hong Kong
 (Jurisdiction of incorporation or organization of issuer)

----------------------------------

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

--------------

 399 Park Avenue
New York, New York 10043
(212) 816-6690
 (Address, including zip code, and telephone number, including area code, of
 depositary's principal executive offices)

--------------

Lenovo Holding Company, Inc.
1009 Think Place
 Morrisville, NC 27560
919-294-0695
 (Address, including zip code, and telephone number, including area code, of
agent for service)

----------------------------------

Copies to:
Mr. John Stanley                              Herman H. Raspe, Esq. 
Lenovo Holding Company, Inc.                  Patterson Belknap Webb & Tyler LLP
  1009 Think Place                           1133 Avenue of the Americas
Morrisville, NC 27560                          New York, New York 10036 

----------------------------------

It is proposed that this filing become effective under Rule 466:                
                                                     |X| immediately upon filing
                                                  | | on (Date) at (Time).

If a separate registration statement has been filed to register the deposited   
shares, check the following box : | |                                           

----------------------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum      Proposed Maximum                         
       Title of Each Class of              Amount to be        Aggregate Price     Aggregate Offering        Amount of       
     Securities to be Registered            Registered            Per Unit*             Price**           Registration Fee   
-------------------------------------- --------------------- -------------------- --------------------- ---------------------
                                                                                                                             
American Depositary Shares, each       30,000,000 American          $5.00              $1,500,000              $83.70        
representing twenty (20) ordinary       Depositary Shares                                                                    
shares of Lenovo Group Limited                                                                                               
-----------------------------------------------------------------------------------------------------------------------------

*     For purposes of this table only, the term "unit" is defined as 100        
American Depositary Shares.                                         
**    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 Shares.                             

--------------------------------------------------------------------------------

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    This Registration Statement 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.                                             

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PART I

INFORMATION REQUIRED IN PROSPECTUS

 Cross Reference Sheet

Item 1.           DESCRIPTION OF SECURITIES TO BE REGISTERED                    

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                                                                  Location in Form of American                     
                                                                  Depositary Receipt ("Receipt")                   
Item Number and Caption                                           Filed Herewith as Prospectus                     
-----------------------                                           ----------------------------                     
                                                                                                                   
1.   Name of Depositary and address of its principal executive    Face of Receipt -  Introductory Article.         
     office                                                                                                        

2.   Title of Receipts and identity of deposited securities       Face of Receipt  - Introductory Article.         

Terms of Deposit:                                                                                                  
       (i)    The amount of deposited securities represented by   Face of Receipt  - Introductory Article.         
              one American Depositary Share ("ADSs")                                                               

       (ii)   The procedure for voting, if any, the deposited     Reverse of Receipt  - Paragraphs (14)            
              securities                                          and (15).                                        

       (iii)  The collection and distribution of dividends        Reverse of Receipt - Paragraph (12) and (14).    

       (iv)   The transmission of notices, reports and proxy      Reverse of Receipt  - Paragraphs (11), (14) and  
              soliciting material                                 (15).                                            

       (v)    The sale or exercise of rights                      Reverse of Receipt - Paragraphs (13)             
                                                                  and (14).                                        

       (vi)   The deposit or sale of securities resulting from    Reverse of Receipt - Paragraphs (12) and (16).   
              dividends, splits or plans of reorganization                                                         

       (vii)  Amendment, extension or termination of the deposit  Reverse of Receipt - Paragraphs (19) and (20) (no
              agreement                                           provision for extensions).                       

       (viii) Rights of holders of Receipts to inspect the        Reverse of Receipt - Paragraph (11).             
              transfer books of the Depositary and the list of                                                     
              holders of ADSs                                                                                      

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                                                                  Location in Form of American                    
                                                                  Depositary Receipt ("Receipt")                  
Item Number and Caption                                           Filed Herewith as Prospectus                    
-----------------------                                           ----------------------------                    
                                                                                                                  
       (ix)   Restrictions upon the right to deposit or withdraw  Face of Receipt - Paragraphs (2), (3), (4), (6),
              the underlying securities                           (7), and (9).                                   
                                                                  Reverse of Receipt - Paragraph (10).            

       (x)    Limitation upon the liability of the Depositary     Face of Receipt - Paragraph (5);                
                                                                  Reverse of Receipt - Paragraph (17).            

3.    Fees and charges which may be imposed directly or           Face of Receipt - Paragraph (8).                
      indirectly on holders of ADSs                                                                               

Item 2.           AVAILABLE INFORMATION                           Reverse of Receipt - Paragraph (11).            

The Lenovo Group Limited (the "Company") publishes the information  
contemplated in Rule 12g3-2(b)(1)(iii) promulgated under the United States      
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on its        
internet website. As of the date hereof, the Company's internet website is      
www.lenovo.com and the primary trading market of the Company's ordinary shares  
is The Stock Exchange of Hong Kong. The information so published by the Company 
may not be in English, except that the Company is required, in order to maintain
its exemption from the Exchange Act reporting obligations pursuant to Rule      
12g3-2(b), to translate such information into English to the extent required by 
Rule 12g3-2(b). The information so published by the Company cannot be retrieved 
from the internet website of United States Securities and Exchange Commission   
(the "Commission"), and cannot be inspected or copied at the public reference   
facilities maintained by the Commission located (as of the date of the Deposit  
Agreement) at 100 F Street, N.E., Washington, D.C. 20549.                       

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PROSPECTUS

          The Prospectus consists of the form of American Depositary Receipt
          filed as Exhibit (a)(i) to this Registration Statement on Form F-6
and is incorporated herein by reference.                

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS                                                                

(a)   (i)   Form of American Depositary Receipt. -- Filed herewith as Exhibit   
(a)(i).                                                 

      (ii)  Deposit Agreement dated as of February 10, 1995, by and among Lenovo
        Group Limited (formerly known as "Legend Holdings Limited") (the
         "Company"), Citibank, N.A., as depositary (the "Depositary"), and
            all Holders from time to time of American Depositary Receipts issued
          thereunder (the "Deposit Agreement"). -- Filed herewith as Exhibit
(a)(ii).                                                

(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. -- None.   

(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. -- None.                          

(d)   Opinion of counsel for the Depositary as to the legality of the securities
to be registered. -- Filed herewith as Exhibit (d).                 

(e)   Certificate under Rule 466. -- Filed herewith as Exhibit (e).             

(f)   Power of Attorney in favor of Wong Wai Ming, Chief Financial Officer of   
the Company, to act as attorney-in-fact for the execution of this   
Registration Statement on Form F-6 -- Filed herewith as Exhibit (f).

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Item 4. UNDERTAKINGS                                                            

(a)   The Depositary undertakes to make available at the principal office of the
   Depositary in the United States, for inspection by holders of ADSs, 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 amount of fees charged is 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
ADS thirty (30) days before any change in the fee schedule.         

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the      
Deposit Agreement, by and among Lenovo Group Limited, Citibank, N.A., as        
depositary, and all Holders from time to time of American Depositary Receipts to
be 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    
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 the 13 day of May, 2009.                                               

                     Legal entity created by the Deposit Agreement under
                   which the American Depositary Receipts evidencing
                     American Depositary Shares registered hereunder are
              to be issued, each American Depositary Share
                    representing twenty (20) ordinary shares of Lenovo
Group Limited.                

                      CITIBANK, N.A., solely in its capacity as Depositary

By: /s/ Thomas Crane          
                 ---------------------------------------
Name:  Thomas Crane   
Title: Vice President 

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Lenovo Group Limited 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, in Hong Kong, on May 13, 2009.                       

                    LENOVO GROUP LIMITED

                     By: /s/ Wong Wai Ming
                                      ------------------------------
                            Name:  Wong Wai Ming
                                      Title: Chief Financial Officer

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on May 13, 2009.                                    

Signature                               Title                                   
---------                               -----                                   

/s/ Liu Chuanzhi *                                                              
--------------------------------        Chairman and Director                   
Mr. Liu Chuanzhi*                                                               

/s/ Yang Yuaquing *                                                             
--------------------------------        Chief Executive Officer and Director    
Mr. Yang Yuanqing*                                                              

/s/ Wong Wai Ming                                                               
--------------------------------        Chief Financial Officer                 
Mr. Wong Wai Ming                       (Acting Accounting Officer)             

/s/ Zhu Linan *                                                                 
--------------------------------        Director                                
Mr. Zhu Linan*                                                                  

/s/ Ma Xuezheng *                                                               
--------------------------------        Director                                
Ms. Ma Xuezheng*                                                                

--------------------------------        Director                                
Mr. James G. Coulter                                                            

--------------------------------        Director                                
Mr. William O. Grabe                                                            

/s/ Professor Woo Chia-Wei*                                                     
--------------------------------        Director                                
Professor Woo Chia-Wei*                                                         

--------------------------------        Director                                
Mr. Ting Lee Sen                                                                

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Signature                               Title                                   
---------                               -----                                   

--------------------------------        Director                                
Mr. John W. Barter III                                                          

/s/ Tian Suning *                                                               
--------------------------------        Director                                
Mr. Tian Suning*                                                                

Authorized Representative in the U.S.                                           

LENOVO HOLDING COMPANY, INC.                                                    

By: /s/ John Stanley                                                            
----------------------------                                            
Name:  Mr. John Stanley                                                 
Title: Director                                                         

/s/ Wong Wai Ming                                                               
--------------------------------                                                
*Wong Wai Ming                                                                  
Attorney-in-Fact                                                              

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 Index to Exhibits

                                                                  Sequentially
Exhibit             Document                                       Numbered Page
-------             --------                                       -------------
(a)(i)              Form of Receipt                                             
(a)(ii)             Deposit Agreement                                           
(d)                 Opinion of counsel to the Depositary                        
(e)                 Rule 466 Certification                                      
(f)                 Power of Attorney in favor of Wong Wai Ming                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-6EF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/13/09		1		10			None on these Dates
		2/10/95		6
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