As filed
with the United States Securities and Exchange Commission on November 1, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
HiSoft Technology International 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, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area
code, of depositary’s principal executive offices)
Law Debenture Corporate Services, Inc.
400 Madison Avenue, 4th Floor
New York, NY 10017
(212) 750-6474
(Address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ X ] on November 9, 2012 at 8:30 a.m.
If a separate registration statement has been filed to register the deposited shares, check the following box. [
]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each
American Depositary Share representing one ordinary share of HiSoft Technology International Limited
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100,000,000
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$0.05
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$5,000,000
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$682
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*
Each unit represents one American Depositary Share.
**
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 receipts evidencing American Depositary Shares.
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Pursuant to Rule 429, the Prospectus contained herein also relates
to American Depositary Shares registered under Form F-6 Registration Statement No. 333-167641
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American
Depositary Receipt, included as Exhibit A to the Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement and
incorporated herein by reference.
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1.
Name of depositary and address of its
principal executive office
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Face
of Receipt
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2.
Title of Receipts and identity of deposited
securities
Terms of Deposit:
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Face
of Receipt, Top center
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(i)
The amount of deposited securities
represented by one American Depositary Share
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Face
of Receipt, Upper right corner
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(ii)
The procedure for voting, if any, the
deposited securities
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Articles (15)
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(iii)
The collection and distribution of
dividends
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Articles (2), (4), (8), (9), (13) and (21)
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(iv)
The transmission of notices, reports and
proxy soliciting material
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Articles (12), (14), (15) and (21)
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(v)
The sale or exercise of rights
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Articles (2), (6), (9), (13) and (21)
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(vi)
The deposit or sale of securities resulting
from dividends, splits or plans of reorganization
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Articles (3), (4), (6), (8), (9), (13) and (16)
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(vii)
Amendment, extension or termination of
the deposit arrangements
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Articles (20) and (21) (no provision for extensions)
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(viii)
Rights of holders of Receipts to inspect
the transfer books of the depositary and the list of holders of Receipts
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Article (12)
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(ix)
Restrictions upon the right to deposit or
withdraw the underlying securities
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Articles (2), (4), (6), (8) and (22)
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(x)
Limitation upon the liability of the
depositary
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Articles (10), (17) and (18)
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3.
Fees and charges which may be imposed
directly or indirectly against holders of Receipts
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Article (9)
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I
tem 2.
AVAILABLE INFORMATION
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Article (12)
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HiSoft Technology International 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 HiSoft
Technology International 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 as Exhibit (a) to Registration Statement No. 333-167641 and incorporated herein by reference.
(a)(2)
Form of Amendment to Deposit Agreement,
including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. – 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 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 Company in effect at any time within the last three years. – Not Applicable.
(d)
Opinion of counsel to the Depositary as to the
legality of the securities being registered. – Filed herewith as Exhibit (d).
(e)
Certification under Rule 466. – Filed
herewith as Exhibit (e).
(f)
Powers of Attorney for certain officers and
directors and the authorized representative 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 (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 30 days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among HiSoft Technology International
Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary
Receipts 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
November 1, 2012.
Legal entity created by the Deposit Agreement
for the issuance of American Depositary Receipts evidencing American Depositary Shares
Deutsche Bank Trust Company Americas, solely in its capacity
as Depositary
By:
/s/ James Kelly
Name: James Kelly
Title: Vice President
By:
/s/ Christopher Konopelko
Name: Christopher Konopelko
Title: Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
HiSoft Technology International 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Dalian, China on November 1,
2012.
HiSoft Technology International Limited
By:
/s/ TIAK KOON LOH
Name: Tiak Koon Loh
Title: Chief Executive Officer
Know all persons by these presents that each person whose
signature appears below constitutes and appoints Tiak Koon Loh and Christine Lu-Wong, jointly and severally, his or her true lawful attorneys-in-fact and agents
with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating thereto, 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 they or he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their 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 1, 2012.
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Signatures
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Title
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/s/ CHENG YAW SUN
Cheng Yaw Sun
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Non-executive chairman
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/s/ TIAK KOON LOH
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Tiak Koon Loh
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Chief executive officer and director
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/s/ JENNY LEE
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Jenny Lee
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Director
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/s/ TERRY MCCARTHY
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Terry McCarthy
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Independent director
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/s/ PEHONG CHEN
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Pehong Chen
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Independent director
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/s/ VENKATACHALAM KRISHNAKUMAR
Venkatachalam Krishnakumar
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Independent director
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/s/ DAVY LAU
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Davy Lau
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Independent director
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/s/ CHRISTINE LU-WONG
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Christine Lu-Wong
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Chief Financial Officer and Executive Vice President
(principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the United States Securities Act of 1933, as amended, the
undersigned, the duly authorized representative of HiSoft Technology International Limited, has signed this registration statement and any amendment thereto in
New York on November 1, 2012.
Law Debenture Corporate Services Inc.
By:
/s/ KATE LEDYARD
Name: Kate Ledyard
Title: Manager
INDEX TO EXHIBITS
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Exhibit Number
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(a)(2) Form of
Amendment to Deposit Agreement
(d) Opinion of counsel
to the Depositary
(e) Rule 466
certification
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