F-6/A 1 e617942_f6a-ase.htm

 

As filed with the Securities and Exchange Commission on April 25, 2018

Registration No. 333-214753

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

PRE-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

 

 

 

日月光投資控股股份有限公司

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

 

 

 

ASE INDUSTRIAL HOLDING CO., LTD.

(Translation of issuer’s name into English)

 

 

 

Republic of China

(Jurisdiction of incorporation or organization of issuer)

 

 

 

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 

 

 

388 Greenwich Street

New York, New York 10013

212-723-5435

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY 10016
(800) 221-0102

 

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

George R. Bason, Jr., Esq.
James C. Lin, Esq.

Davis Polk & Wardwell LLP

c/o 18th Floor, The Hong Kong Club Building

3A Chater Road

Hong Kong

 

Herman H. Raspé, Esq. 

Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036

 

 

 

 

 

It is proposed that this filing become effective under Rule 466: ☐ immediately upon filing.  
       
  ☐ 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*

Proposed Maximum 

Aggregate Offering Price**

Amount of

Registration Fee

American Depositary Shares (ADS(s)), each ADS representing  the right to receive two (2) common shares of ASE Industrial Holding Co., Ltd. NA NA NA NA
 

*     Each unit represents 100 ADSs.

**   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 ADSs.

 

 

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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

This Pre-Effective Amendment No. 1 to 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. 

 

 

ii

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

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.
       
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 (“ADSs”)   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17)
and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (18).
         
  (v) The sale or exercise of rights  

Reverse of Receipt – Paragraphs (15) and (17).

         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraphs (3) and (6);

Reverse of Receipt - Paragraphs (15) and (17).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).

 

 

I-1

 

Item Number and Caption 

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus 

         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
3.     Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2.  AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

ASE Industrial Holding Co., Ltd. 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 submits certain reports to, the United States Securities and Exchange Commission (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.

 

 

I-2

 

 

PROSPECTUS

 

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

 

 

I-3

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)Form of Deposit Agreement, by and among ASE Industrial Holding Co., Ltd. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares 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 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. ___ Previously filed.

 

(e)Certificate under Rule 466. ___ None.

 

(f)Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.

 

 

II-1

 

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.

 

II-2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among ASE Industrial Holding Co., Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares 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 Pre-Effective Amendment No. 1 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, State of New York, on the 25th day of April, 2018.

  

 

Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two (2) common shares of ASE Industrial Holding Co., Ltd.

 

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

     
  By: /s/ Keith Galfo
  Name: Keith Galfo
  Title: Vice President

 

II-3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, ASE INDUSTRIAL HOLDING CO., LTD. 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 Taipei, Taiwan, on April 25, 2018.

  

  ASE INDUSTRIAL HOLDING CO., LTD.
     
  By: /s/ Joseph Tung
  Name: Joseph Tung
 

Title: Chief Financial Officer

  

II-4

 

POWERS OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Jason C.S. Chang and Joseph Tung as attorney-in-fact, each with full power of substitution, for them in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of securities of the Registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the registration statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such securities, to any and all amendments or supplements to such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 25, 2018.

 

Signature   Title
     
/s/ Jason C.S. Chang   Management Director, Chairman and Chief Executive Officer
Jason C.S. Chang   (principal executive officer)
     
/s/ Richard H.P. Chung   Management Director and Vice Chairman
Richard H.P. Chung    
     
    Management Director
Bough Lin    
     
    Management Director
Chi-Wen Tsai    
     
/s/ Rutherford Chang   Management Director
Rutherford Chang    
     
/s/ Tien Wu   Management Director
Tien Wu    

 

II-5

 

 

Signature 

  

Title

     
/s/ Joseph Tung  

Management Director and Chief Financial Officer 

Joseph Tung   (principal financial officer)
     

/s/ Raymond Lo

   Management Director
Raymond Lo    
     

/s/ Jeffrey Chen

  

Management Director

Jeffrey Chen    
     

/s/ Tien-Szu Chen

  

Management Director 

Tien-Szu Chen    
     

/s/ Freddie Liu

  

Non-management Director 

Freddie Liu    
     

/s/ Murphy Kuo

  

Controller and Vice President

Murphy Kuo   (principal accounting officer)

 

 

II-6

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ASE Industrial Holding Co., Ltd. has signed this Registration Statement and any amendment thereto in the City of Newark, State of Delaware, on April 25, 2018.

 

  Cogency Global Inc.
   
  By:   /s/ Colleen A. DeVries
    Name:   Colleen A. DeVries
    Title: Senior Vice-President

  

 

II-7

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a) Form of Deposit Agreement