UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F/A

(Amendment No. 1)

 

 

(Mark One)

 

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013.

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

For the transition period from                       to                      

 

Commission file number: 001-34943

 

 

RDA MICROELECTRONICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

6/F, Building 4, 690 Bibo Road

Pudong District, Shanghai 201203

The People’s Republic of China

(Address of principal executive offices)

 

Lily Li Dong

Tel: +86 (21) 5027-1108

E-mail: lily.dong@rdamicro.com

Fax: +86 (21) 5027-1099

6/F, Building 4, 690 Bibo Road

Pudong District, Shanghai 201203

The People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of exchange on which registered

American depositary shares

 

The NASDAQ Stock Market

(The NASDAQ Global Select Market)

Ordinary shares, par value $0.01 per share

 

The NASDAQ Stock Market

(The NASDAQ Global Select Market)*

 

*Not for trading, but only in connection with the listing on The NASDAQ Stock Market of the American depositary shares, each representing six ordinary shares.

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 


 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

 

278,514,322 ordinary shares, par value $0.01 per share, as of December 31, 2013.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes    x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes    x No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes    o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes    o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x

 

International Financial Reporting Standards as issued
by the International Accounting Standards Board o

 

Other o

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17    o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes    x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes    o No

 


 

Explanatory Note

 

This Amendment No. 1 on Form 20-F/A (the “Amendment No. 1”) to the annual report on Form 20-F for RDA Microelectronics, Inc. (the “Company”) for the fiscal year ended December 31, 2013 filed on April 8, 2014 (the “2013 Form 20-F”) is being filed solely for the purpose of providing a new Item 10.J: “Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act”.

 

This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2013, filed on April 8, 2014.

 

Other than as expressly set forth above, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the Company’s 2013 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Company’s 2013 Form 20-F or reflect any events that have occurred after the 2013 Form 20-F was filed on April 8, 2014. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to April 8, 2014. Accordingly, this Amendment No. 1 should be read in conjunction with the 2013 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to April 8, 2014, including any amendments to such documents.

 

10.J. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

 

Pursuant to Section 13(r) of the Securities Exchange Act of 1934, we are required to disclose in our annual reports to the SEC whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).

 

We have been informed by Warburg Pincus that its affiliates beneficially own more than 10% of the equity interests and have the right to designate members of the board of directors of Endurance International Group, or EIG, and Santander Asset Management Investment Holdings Limited, or SAMIH, and that EIG and SAMIH have in the past identified limited instances of non-compliance with U.S. export controls and trade and economic sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control. Given the Warburg Pincus entities’ shareholding in us and their appointment of directors on our board of directors, EIG and SAMIH may be deemed to be under common control with us; however, this statement is not meant to be an admission that common control exists.

 

EIG, SAMIH or their respective affiliates have disclosed the instances in their filings with the SEC. The disclosure does not relate to any activities conducted by us and does not involve our management. We have not had any involvement in the disclosed activities of EIG or SAMIH, and we have not independently verified or participated in the preparation of the disclosure. We are not representing as to the accuracy or completeness of the disclosure, nor do we undertake any obligation to correct or update it.

 

2


 

ITEM 19.                   EXHIBITS

 

Exhibit
Number

 

Description of Document

1.1

 

Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

2.1

 

Registrant’s Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

2.2

 

Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

2.3

 

Deposit Agreement among the Registrant, Citibank N.A. as depositary, and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated as of November 9, 2010 (incorporated by reference to Exhibit 2.3 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

2.4

 

Second Amended and Restated Shareholders Agreement dated as of February 25, 2010 among the Registrant, certain of the Registrant’s ordinary shareholders and all of its preferred shareholders and RDA Microelectronics (BVI) Inc., RDA International, Inc., RDA Technologies Limited, RDA Microelectronics (Shanghai) Ltd. and RDA Microelectronics (Beijing) Co., Ltd. (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.1

 

2005 Share Option Scheme (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File. No. 333-170063))

 

 

 

4.2

 

2009 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.3

 

Form of Indemnification Agreement with the Registrant’s directors (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.4

 

Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.5

 

Technology License Agreement between the Registrant and ARM Limited dated February 26, 2008 (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.6

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by reference to Exhibit 10.6 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.7

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by reference to Exhibit 10.7 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.8

 

Distribution Agreement dated as of June 3, 2005 between RDA Microelectronics (BVI) Inc. (formerly known as RDA Microelectronics, Inc.) and Arrow Asia Pacific Inc. (incorporated herein by reference to Exhibit 10.8 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.9

 

Distribution Agreement dated as of March 25, 2008 between RDA Technologies Limited and Auctus Technologies (Hong Kong) Limited (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.10

 

Distribution agreement dated as of May 6, 2008 between RDA Technologies Limited and Giatek Corporation Ltd. (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.11

 

License Agreement dated as of May 12, 2010, between RDA Technologies Limited and Silicon Laboratories Inc.

 

3


 

 

 

(incorporated herein by reference to Exhibit 10.11 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.12

 

Distribution Agreement dated as of September 3, 2010 between RDA Technologies Limited and China Achieve Limited (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

4.13

 

IP Block License and Development Agreement dated as December 29, 2011, between RDA Technologies Limited and Trident Microsystems (Far East) Ltd., as amended on December 30, 2011 (incorporated by reference to Exhibit 4.13 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 16, 2012)

 

 

 

4.14

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated December 21, 2012† (incorporated by reference to Exhibit 4.14 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.15

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated December 21, 2012† (incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.16

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.16 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.17

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.17 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.18

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.18 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.19

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.20

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.20 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.21

 

Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012† (incorporated by reference to Exhibit 4.21 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.22

 

Asset Purchase Agreement by and among RDA Microelectronics, Inc., Coolsand Holdings Co., Ltd., Masshall Limited and Coolsand Technologies (Hong Kong) Limited, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.22 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.23

 

Intellectual Property Assignment by and among RDA Microelectronics, Inc., Coolsand Holdings Co., Ltd., Masshall Limited and Coolsand Technologies (Hong Kong) Limited, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.23 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)

 

 

 

4.24

 

Agreement and Plan of Merger by and among Tsinghua Unigroup Ltd. and RDA Microelectronics, Inc., dated as of November 11, 2013 (incorporated herein by reference to Exhibit 99.2 of Form 6-K (File No. 001-34943) filed with the SEC on November 12, 2013)

 

 

 

4.25

 

Amendment to the Agreement and Plan of Merger by and among Tsinghua Unigroup Ltd. and RDA

 

4


 

 

 

Microelectronics, Inc., dated as of December 20, 2013

 

 

 

8.1

 

Subsidiaries of the Registrant

 

 

 

11.1

 

Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1, as amended (File No. 333-170063))

 

 

 

12.1*

 

Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

12.2*

 

Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

13.1*

 

Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

13.2*

 

Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

15.1

 

Consent of Jun He Law Offices

 

 

 

15.2

 

Consent of Conyers Dill & Pearman (Cayman) Limited

 

 

 

15.3

 

Consent of Independent Registered Public Accounting Firm

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

*                           Filed with this annual report on Form 20-F/A

†                           Confidential treatment requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted and submitted separately to the Securities and Exchange Commission.

 

5


 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Date: April 28, 2014

RDA MICROELECTRONICS, INC.

 

 

 

 

By:

/s/ Shuran Wei

 

Name:

Shuran Wei

 

Title:

Chief Executive Officer

 

6

(MM) (NASDAQ:RDA)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more (MM) Charts.
(MM) (NASDAQ:RDA)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more (MM) Charts.