F-6 1 a11-63_f6.htm REGISTRATION STATEMENT a11-63_f6.htm
As filed with the Securities and Exchange Commission on May 18, 2011
Registration No. 333-      
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
______________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
__________
China Sunflower Group Limited
(Exact name of issuer of deposited securities as specified in its charter)
__________
Not Applicable
(Translation of issuer’s name into English)
__________
British Virgin Islands
(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)
__________
Corporation Services Company
80 State Street
Albany, New York  12207-2543
(518) 445-6500
 
(Address, including zip code, and telephone number, including area code, of agent for service)
___________________________
Copies to:
Richard I. Anslow, Esq.
Anslow + Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Tel: (732) 409-1212
Fax: (732) 577-1188
  
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
(44) 20 7532-1400
___________________________
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 :  x
___________________________
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, each representing the right to receive ordinary shares of China Sunflower Group Limited
100,000,000
American Depositary
Shares
$0.05
$5,000,000
$580.50
1
 
For the purpose of this table only the term "unit" is defined as 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 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, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
  
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.
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
       
1.
Name of depositary and address of its principal executive office
  
Face of Receipt – introductory paragraph
     
 
      
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt – top center
 
    
Terms of Deposit:
    
 
      
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
  
Face of Receipt – upper right corner
       
 
(ii)
The procedure for voting the deposited securities
  
Reverse of Receipt – Articles 14 and 15
       
 
(iii)
The procedure for collecting and distributing dividends
  
Reverse of Receipt – Articles 13 and 14
       
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
  
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
       
 
(v)
The sale or exercise of rights
  
Reverse of Receipt – Articles 13 and 14
       
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
       
 
(vii)
Amendment, extension or termination of the deposit arrangements
  
Reverse of Receipt – Articles 20 and 21
(no provision for extension)
       
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
  
Face of Receipt – Article 12
       
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
  
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10
Reverse of Receipt – Article 22
       
 
(x)
Limitation on the depositary’s liability
  
Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
     
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
  
Face of Receipt – Article 9
 
 
 
 
 
 
Item 2. AVAILABLE INFORMATION
 
 
Required Information
  
Location in Form of Receipt Filed Herewith as Prospectus
     
(b)    Periodic reporting requirements and certain reports filed with the Commission
  
Face of Receipt – Article 12

      
    China Sunflower Group Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the Commission.  These reports can be retrieved from the Commission’s internet website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs 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 White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — To be filed by amendment.
 
 
(e)
Certificate under Rule 466. — Not applicable.
 
 
(f)
Powers of attorney for certain officers and directors 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 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.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 May 18, 2011.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value US$0.01 per share, of China Sunflower Group Limited. 
 
Deutsche Bank Trust Company Americas, as Depositary
       
       
 
By: 
/s/ Christopher Konopelko
  
   
Name: 
Title:
Christopher Konopelko
Vice President
  
       
       
 
By: 
/s/ Michael Fitzpatrick
  
   
Name: 
Title:
Michael Fitzpatrick
Vice President
  
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, China Sunflower 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 Wuwei City, Gansu Province, China, on May 18, 2011.

 
 
China Sunflower Group Limited
       
       
 
By: 
/s/ Mingguang Wei    
  
   
Name: 
Title:
 Mingguang Wei
Chief Executive Officer and Chairman
  
 
 
 
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints each of Mingguang Wei and Stephen Yongxin He his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact and agent, or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
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 18, 2011.
 
 
 
Signature
  
Title
  
       
/s/ Mingguang Wei   
 Chairman and Chief Executive Officer
  
Name:  Mingguang Wei
  
(principal executive officer)
  
       
/s/ Stephen Yongxin He    
Chief Financial Officer
  
Name:  Stephen Yongxin He
  
(principal financial and accounting officer)
  
       
/s/ Xinmin Liu     
Director
  
Name:  Xinmin Liu
      
       
/s/ Ping Zhao   
Director
  
Name:  Ping Zhao
      
       
 
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of China Sunflower Group Limited, has signed this registration statement or amendment thereto in New York, New York, on  May 18, 2011.

 



   
  By: /s/ Donald J. Puglisi   
    Name: Donald J. Puglisi  
    Title:
Authorized Representative in the United States
  
       
 
 
 
 
 
 
 
 
Index to Exhibits
 
Exhibit
Document
  
(a)
Form of Deposit Agreement