As filed with the U.S. Securities and Exchange Commission on December 7, 2010
Registration No. 333-170867
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 Depositary Shares Evidenced by American Depositary Receipts
iSoftStone Holdings Limited
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A. – ADR DEPOSITARY
(Exact name of depositary as specified in its charter)
One Chase Manhattan Plaza, 58th Floor, New York, NY 10005
Telephone (212) 552-6650
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, NY 10011-5213
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
JPMorgan Chase Bank, N.A.
One Chase Manhattan Plaza, 58th Floor New York, New York 10005 Telephone (212) 552-6650 | Scott R. Saks, Esq.
Paul, Hastings, Janofsky & Walker LLP 75 E. 55th Street New York, New York 10022 Telephone (212) 318-6311 | Kurt J. Berney, Esq. Portia Ku, Esq. O’Melveny & Myers LLP Plaza 66, 37th Floor 1266 Nanjing Road West Shanghai 200040 People’s Republic of China Telephone (86-21) 2307-7000 |
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 (1) | Proposed maximum aggregate offering | Amount of registration fee | ||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten ordinary shares of iSoftStone Holdings Limited | N/A | N/A | N/A | N/A | ||||
(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 Securities and Exchange 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 |
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
(1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||||
(2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||||
Terms of Deposit: | ||||||
(i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||||
(ii) | Procedure for voting, if any, the deposited securities | Paragraph (12) | ||||
(iii) | Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | ||||
(iv) | Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||||
(v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||||
(vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||||
(vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||||
(viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) | ||||
(ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||||
(x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||||
(3) | Fees and charges | Paragraph (7) |
Item 2. | AVAILABLE INFORMATION |
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
(b) | Statement that iSoftStone Holdings Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files or furnishes certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. | EXHIBITS |
(a) | Form of Deposit Agreement. Form of Deposit Agreement, dated as of , 2010, among iSoftStone Holdings Limited, JPMorgan Chase Bank, N.A., 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. Previously filed. |
(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 Paul, Hastings, Janofsky & Walker 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 for certain officers and directors of the Company. Previously filed. |
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. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 December 7, 2010.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
By: | /s/ Gregory A. Levendis | |
Name: | Gregory A. Levendis | |
Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, iSoftStone 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 in Beijing, People’s Republic of China, on December 7, 2010.
ISOFTSTONE HOLDINGS LIMITED | ||
By: | /s/ Tianwen Liu | |
Name: | Tianwen Liu | |
Title: | Chief Executive Officer |
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 on December 7, 2010, in the capacities indicated.
Signature | Title | |
/s/ Tianwen Liu | ||
Name: Tianwen Liu | Director, Chief Executive Officer (principal executive officer) | |
* | ||
Name: Yong Feng | Director, Executive Vice President | |
/s/ Xiaosong Zhang | ||
Name: Xiaosong Zhang | Chief Financial Officer (principal financial and accounting officer) | |
* | ||
Name: Chung-Kao Hsieh | Director | |
* | ||
Name: Benson Bing Chung Tam | Director | |
* | ||
Name: Ling He | Director | |
* | ||
Name: Al-Noor Gulamali Abdulla Ramji | Director | |
* | ||
Name: Tom Manning | Director |
*By: | /s/ Tianwen Liu | |
Tianwen Liu | ||
Attorney-in-Fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of iSoftStone Holdings Limited has signed this Registration Statement in Newark, Delaware, on December 7, 2010.
PUGLISI & ASSOCIATES | ||
By: | /s/ Donald J. Puglisi | |
Name: | Donald J. Puglisi | |
Title: | Managing Director |
INDEX TO EXHIBITS
Exhibit | Sequentially Numbered Page | |||
(d) | Opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to the Depositary, as to the legality of the securities to be registered. |