Registration No. 333 -
As filed with the Securities and Exchange Commission on May 13, 2009
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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LENOVO GROUP LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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Hong Kong
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Lenovo Holding Company, Inc.
1009 Think Place
Morrisville, NC 27560
919-294-0695
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Mr. John Stanley Herman H. Raspe, Esq.
Lenovo Holding Company, Inc. Patterson Belknap Webb & Tyler LLP
1009 Think Place 1133 Avenue of the Americas
Morrisville, NC 27560 New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing
| | on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : | |
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each 30,000,000 American $5.00 $1,500,000 $83.70
representing twenty (20) ordinary Depositary Shares
shares of Lenovo Group Limited
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* For purposes of this table only, the term "unit" is defined as 100
American Depositary Shares.
** 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.
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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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Introductory Article.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Introductory Article.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (14)
securities and (15).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (12) and (14).
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraphs (11), (14) and
soliciting material (15).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (13)
and (14).
(vi) The deposit or sale of securities resulting from Reverse of Receipt - Paragraphs (12) and (16).
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (19) and (20) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Reverse of Receipt - Paragraph (11).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), and (9).
Reverse of Receipt - Paragraph (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (5);
Reverse of Receipt - Paragraph (17).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (8).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph (11).
The Lenovo Group Limited (the "Company") publishes the information
contemplated in Rule 12g3-2(b)(1)(iii) promulgated under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on its
internet website. As of the date hereof, the Company's internet website is
www.lenovo.com and the primary trading market of the Company's ordinary shares
is The Stock Exchange of Hong Kong. The information so published by the Company
may not be in English, except that the Company is required, in order to maintain
its exemption from the Exchange Act reporting obligations pursuant to Rule
12g3-2(b), to translate such information into English to the extent required by
Rule 12g3-2(b). The information so published by the Company cannot be retrieved
from the internet website of United States Securities and Exchange Commission
(the "Commission"), and cannot be inspected or copied at the public reference
facilities maintained by the Commission located (as of the date of the Deposit
Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
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PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt
filed as Exhibit (a)(i) to this Registration Statement on Form F-6
and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) (i) Form of American Depositary Receipt. -- Filed herewith as Exhibit
(a)(i).
(ii) Deposit Agreement dated as of February 10, 1995, by and among Lenovo
Group Limited (formerly known as "Legend Holdings Limited") (the
"Company"), Citibank, N.A., as depositary (the "Depositary"), and
all Holders from time to time of American Depositary Receipts issued
thereunder (the "Deposit Agreement"). -- Filed herewith as Exhibit
(a)(ii).
(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. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- Filed herewith as Exhibit (e).
(f) Power of Attorney in favor of Wong Wai Ming, Chief Financial Officer of
the Company, to act as attorney-in-fact for the execution of this
Registration Statement on Form F-6 -- Filed herewith as Exhibit (f).
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among Lenovo Group Limited, Citibank, N.A., as
depositary, and all Holders from time to time of American Depositary Receipts 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
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 13 day of May, 2009.
Legal entity created by the Deposit Agreement under
which the American Depositary Receipts evidencing
American Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing twenty (20) ordinary shares of Lenovo
Group Limited.
CITIBANK, N.A., solely in its capacity as Depositary
By: /s/ Thomas Crane
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Name: Thomas Crane
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Lenovo 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 Hong Kong, on May 13, 2009.
LENOVO GROUP LIMITED
By: /s/ Wong Wai Ming
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Name: Wong Wai Ming
Title: Chief Financial Officer
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SIGNATURES
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 13, 2009.
Signature Title
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/s/ Liu Chuanzhi *
- -------------------------------- Chairman and Director
Mr. Liu Chuanzhi*
/s/ Yang Yuaquing *
- -------------------------------- Chief Executive Officer and Director
Mr. Yang Yuanqing*
/s/ Wong Wai Ming
- -------------------------------- Chief Financial Officer
Mr. Wong Wai Ming (Acting Accounting Officer)
/s/ Zhu Linan *
- -------------------------------- Director
Mr. Zhu Linan*
/s/ Ma Xuezheng *
- -------------------------------- Director
Ms. Ma Xuezheng*
- -------------------------------- Director
Mr. James G. Coulter
- -------------------------------- Director
Mr. William O. Grabe
/s/ Professor Woo Chia-Wei*
- -------------------------------- Director
Professor Woo Chia-Wei*
- -------------------------------- Director
Mr. Ting Lee Sen
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Signature Title
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- -------------------------------- Director
Mr. John W. Barter III
/s/ Tian Suning *
- -------------------------------- Director
Mr. Tian Suning*
Authorized Representative in the U.S.
LENOVO HOLDING COMPANY, INC.
By: /s/ John Stanley
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Name: Mr. John Stanley
Title: Director
/s/ Wong Wai Ming
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*Wong Wai Ming
Attorney-in-Fact
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Receipt
(a)(ii) Deposit Agreement
(d) Opinion of counsel to the Depositary
(e) Rule 466 Certification
(f) Power of Attorney in favor of Wong Wai Ming