F-6 POS 1 e612928_f6pos-china.htm Unassociated Document
 
As filed with the Securities and Exchange Commission on November 25, 2014
 Registration No.  333-170489
UNITED STATES 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
_______________________
 
China Xiniya Fashion Limited
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer's name into English)
 
Cayman 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, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
______________________
 
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(1800) 927-9801
(Address, including zip code, and telephone number, including area code, of agent for service)

It is proposed that this filing become effective under Rule 466
o immediately upon filing
x on December 17, 2014  at 8:30 a.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 (1)
Proposed
maximum aggregate
offering price (2)
Amount of
registration
fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing sixteen ordinary shares of China Xiniya Fashion Limited
N/A
 
N/A
 
N/A
 
N/A
 
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.
 
 
 
 
 
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
 
Item - 1.
Description of Securities to be Registered
  
 
Cross Reference Sheet
 
Item Number and Caption
  
Location in Form of Receipt
Filed Herewith as Prospectus
           
1.
Name and address of depositary
  
Face of American Depositary Receipt, introductory paragraph
           
2.
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
           
Terms of Deposit:      
           
  (i)
The amount of deposited securities represented by one unit of American Depositary Receipts
                           
Face of American Depositary Receipt, upper right corner
 
           
  (ii)
The procedure for voting, if any, the deposited securities
  
Article 15
           
  (iii)
The procedure for collection and distribution of dividends
  
Articles 2, 4, 8, 9, 13 and 21
           
  (iv)
The procedure for transmission of notices, reports and proxy soliciting material
  
Articles 12, 14, 15 and 21
           
  (v)
The procedure for sale or exercise of rights
  
Articles 2, 6, 9, 13 and 21
           
  (vi)    
The procedure for deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles 3, 4, 6, 8, 9, 13 and 16
 
  (vii)
The procedure for amendment, extension or termination of the deposit agreement
  
Articles 20 and 21
           
  (viii)  
The procedure for rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Article 12
           
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles 2, 4, 6, 8 and 22
           
  (x)
Limitation upon the liability of the depositary
  
Article 10, 17 and 18
           
3.
Fees and charges of holders
  
Article 9
           
 
    
 
Item - 2.
Available Information
  
           
Public Reports furnished by issuer
  
Article 12
 
China Xiniya Fashion Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers and, accordingly, files certain reports with the United States Securities and Exchange Commission (the “Commission”).  These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549 and at the principal executive office of the Depositary.
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item - 3.                                           Exhibits
 
 
(a) (1)
Form of Deposit Agreement among China Xiniya Fashion Limited (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement ”).  Previously filed with the Commission on November 8, 2010 and incorporated herein by reference.
     
 
(a)(2)
Form of Amendment to Deposit Agreement, including the form of American Depositary Receipt. - 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 hereby 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 being registered. – Previously filed.
 
 
(e)
Certification under Rule 466. – Filed herewith as Exhibit (e).
 
 
(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 American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both received by the Depositary as the holder of the deposited securities and 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, Deutsche Bank Trust Company Americas 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 to registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on November 25, 2014 .
 
 
 
Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares of China Xiniya Fashion Limited.
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY
  
       
 
By:
/s/ Christopher Konopelko               
  
 
Name:
  Christopher Konopelko
  
 
Title:
   Director
 
       
 
 
By:
/s/ James Kelly
 
 
Name:
   James Kelly
 
 
Title:
  Vice President
  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, China Xiniya Fashion Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this post-effective amendment to registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Jinjiang, Fujian Province, People’s Republic of China, on November 25, 2014.
 
 
CHINA XINIYA FASHION LIMITED
  
       
  By: /s/ Qiming Xu  
 
Name:
  Qiming Xu
  
 
Title:
  Chairman and Chief Executive Officer
  
       
POWER OF ATTORNEY
 
We, the undersigned directors and officers of China Xiniya Fashion Limited hereby severally constitute and appoint Qiming Xu and Chee Jiong Ng, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the United States Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her 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 or amendment has been signed by the following persons in the capacities indicated on November 25, 2014.
 
Signatures
 
Capacity
     
     
/s/ Qiming Xu
 
Chairman and Chief Executive Officer
Qiming Xu
 
(principal executive officer)
     
   
 
/s/ Kangkai Zeng
 
Chief Operating Officer and Director
Kangkai Zeng
    
     
     
/s/ Chee Jiong Ng  
Chief Financial Officer (principal financial and accounting officer)
Chee Jiong Ng
   
     
     
/s/ Alvin Ang
 
Director
Alvin Ang
   
     
     
/s/ Jianxin Chen
 
Director
Jianxin Chen
   
     
/s/ Bin Yang
 
Director
Bin Yang
   
 
 
 
 
 
Signature of Authorized Representative in the United States
 
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for China Xiniya Fashion Limited, has signed this post-effective amendment to registration statement on Form F-6 and any amendment thereto in Newark, Delaware, on the 25th day of November, 2014 .
 
 
/s/ Donald J. Puglisi                       
  
 
Name:
Donald J. Puglisi
  
 
on behalf of Puglisi & Associates
  
 
Title:
Managing Director
  
       
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit
Number
Exhibit
  
 
(a) (2)
 
Form of Amendment to Deposit Agreement.
  
 
(e)
 
Rule 466 Certification