F-6 1 a35191.txt JOHNSON ELECTRIC HOLDINGS LIMITED As filed with the U.S. Securities and Exchange Commission on May 2, 2003 Registration No. 333- ================================================================================ 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 ---------- Johnson Electric Holdings Limited (Exact name of issuer of deposited securities as specified in its charter) Not applicable (Translation of issuer's name into English) Bermuda (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK (Exact name of depositary as specified in its charter) 1 Chase Manhattan Plaza, New York, NY 10081 Telephone (212) 552-4944 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) ---------- Ms. Laurie M. Baird Johnson Electric North America, Inc. 10 Progress Drive Shelton, CT 06484 (203-447-5362) (Address, including zip code, and telephone number, including area code, of agent for service) Copy to: Scott A. Ziegler, Esq. Ziegler, Ziegler & Associates LLP 570 Lexington, 44th Floor New York, New York 10022 (212) 319-7600 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. [_] CALCULATION OF REGISTRATION FEE
============================================================================================================================= Proposed maximum Proposed maximum Amount of Title of each class of Amount aggregate Offering aggregate offering registration Securities to be registered to be registered price per unit (1) price (2) fee ----------------------------------------------------------------------------------------------------------------------------- American Depositary Shares evidenced by American 50,000,000 $0.05 $2,500,000 $203 Depositary Receipts, each American Depositary Share American representing ten ordinary shares of Johnson Electric Depositary Holdings Limited Shares =============================================================================================================================
(1) Each unit represents 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 Receipts evidencing 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PART I INFORMATION REQUIRED IN PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference. CROSS REFERENCE SHEET Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of ADR Item Number and Caption Filed Herewith as Prospectus ------------------------------------------------------------------ ----------------------------------------------- (1) Name and address of Depositary Introductory paragraph, final sentence on face (2) Title of ADR and identity of deposited securities Face of ADR, top center Terms of Deposit: (i) Amount of deposited securities represented by one unit Face of ADR, upper right corner of American Depositary Shares (ii) Procedure for voting, if any, the deposited securities Paragraph (12) (iii) Collection and distribution of dividends Paragraphs (4), (5), (7), (10), (11) and (13) (iv) Transmission of notices, reports and proxy soliciting Paragraphs (8), (11) and (12) material (v) Sale or exercise of rights Paragraphs (4), (5) and (10) (vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13) dividends, splits or plans of reorganization (vii) Amendment, extension or termination of the Deposit Paragraphs (16) and (17) Agreement (viii) Rights of holders of ADRs to inspect the transfer Paragraph (3) books of the Depositary and the list of Holders of ADRs (ix) Restrictions upon the right to deposit or withdraw the Paragraphs (1), (2), (4) and (5) underlying securities (x) Limitation upon the liability of the Depositary Paragraph (14) (3) Fees and Charges Paragraph (7) Item 2. AVAILABLE INFORMATION Location in Form of ADR Item Number and Caption Filed Herewith as Prospectus ------------------------------------------------------------------ ---------------------------- (a) Statement that Johnson Electric Holdings Limited furnishes Paragraph (8) the Securities and Exchange Commission with certain public reports and documents required by foreign law or otherwise under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended
2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a) Form of Deposit Agreement. Form of Deposit Agreement dated as of ________, 2003 among Johnson Electric Holdings Limited, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is 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. 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). (e) Certification under Rule 466. Not applicable. (f) Power of Attorney. Included as part of 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 thirty days before any change in the fee schedule. 3 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 1, 2003. Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares By: JPMORGAN CHASE BANK, as Depositary By: /s/ Jordana Chutter -------------------------------------- Name: Jordana Chutter Title: Vice President 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Johnson Electric Holdings 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 to be signed on its behalf by the undersigned, thereunto duly authorized, on May 1, 2003. JOHNSON ELECTRIC HOLDINGS LIMITED By: /s/Patrick Wang Shui Chung ----------------------------- Name: Patrick Wang Shui Chung Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick Wang Shui Chung and Paul Tong, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 to file 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 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of May 1, 2003 Signatures Title ---------- ----- /s/Patrick Wang Shui Chung Chairman and Chief Executive Officer ---------------------------- (Principal Executive Officer) Patrick Wang Shui Chung /s/Winnie Wang Wing Yee Vice Chairman ---------------------------- Winnie Wang Wing Yee /s/Richard Wang Li-Chung Executive Director ---------------------------- Richard Wang Li-Chung /s/Patrick Blackwell Paul Chairman of the Audit Committee ---------------------------- (Independent Non-Executive Director) Patrick Blackwell Paul 5 Signatures Title ---------- ----- Independent Non-Executive Director ---------------------------- Peter John Wrangham Independent Non-Executive Director ---------------------------- Peter Stuart Allenby Edwards /s/Ian Lorne Thompson Conn Independent Non-Executive Director ---------------------------- Ian Lorne Thompson Conn /s/Paul Tong Hon To Executive Vice President and General ---------------------------- Counsel (Chief Financial Officer) Paul Tong Hon To /s/Laurie M. Baird Authorized Representative in the ---------------------------- United States Laurie M. Baird 6 INDEX TO EXHIBITS
Exhibit Sequentially Number Numbered Page ------- ------------- (a) Form of Deposit Agreement. (d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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