Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
January 29 2018 - 5:45PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on January 29, 2018
Registration No. 333-201043
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
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SILICONWARE PRECISION INDUSTRIES CO.,
LTD.
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Taiwan, Republic of China
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
4 New York Plaza, Floor 12, New York,
NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Depositary
Management Corporation
570 Lexington
Avenue, Suite 2405
New York,
New York 10022
Telephone:
(212) 319-4800
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become effective
under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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If
a separate registration statement has been filed to register the deposited shares, check the following box. ☐
CALCULATION 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
(1)
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Proposed maximum
aggregate offering
price
(2)
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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 five common shares of Siliconware
Precision Industries Co., Ltd.
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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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 form of Amendment No. 1 to Deposit Agreement (hereinafter defined) filed as Exhibit (a)(2) to
this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraphs (16) and (17)
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(iii)
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Collection
and distribution of dividends
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Paragraph (14)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (13) and (16)
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(v)
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Sale
or exercise of rights
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Paragraphs (2), (14) and (16)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (3), (6), (14) and (18)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (22) and (23)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (13)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (2), (3), (4), (6), (7), (9) and (10)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraphs (7), (19) and (20)
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(3)
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Fees
and Charges
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Paragraph (10)
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Item 2. AVAILABLE INFORMATION
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Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement
that Siliconware Precision Industries Co., Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act
of 1934, as amended, and, accordingly files 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.
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Paragraph (13)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)(1)
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Form
of Deposit Agreement
. Form of Third Amended and Restated Deposit Agreement dated
as of ,
2014 among Siliconware Precision Industries Co., Ltd., JPMorgan Chase Bank, N.A., as
depositary (the "Depositary"), and all holders from time to time of ADRs issued
thereunder (the "Deposit Agreement"). Previously filed.
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(a)(2)
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Form
of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement dated
as of , 2018, including the Form of American Depositary Receipt, is filed herewith as
Exhibit (a)(2).
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(b)
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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
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Not Applicable.
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(c)
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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.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered
. Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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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 Post-Effective Amendment to 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 January 29, 2018.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory A.
Levendis
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Name:
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Gregory A. Levendis
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Title:
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Executive
Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Siliconware Precision Industries Co., Ltd. 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 Post-Effective Amendment
to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on January 29,
2018.
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Siliconware Precision Industries Co., Ltd.
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By:
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/s/ Bough Lin
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Name:
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Bough Lin
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Title:
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Chairman
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Under the requirements of the Securities
Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on January 29,
2018, in the capacities indicated.
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Signature
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Title
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/s/ Bough
Lin*
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Chairman of the Board of Directors
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Name: Bough Lin
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/s/ Chi-Wen
Tsai*
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Vice
Chairman and Chief Executive Officer
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Name: Chi-Wen Tsai
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/s/ Yen-Chun
Chang*
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Director
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Name: Yen-Chun Chang
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/s/
Wen-Lung Lin*
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Director
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Name: Wen-Lung Lin
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Director
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Name: Randy Hsiao-Yu Lo
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/s/ Teresa
Wang*
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Director (Representative of Yang Fong Investment co.,
Ltd)
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Name: Teresa Wang
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Independent Director
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Name: John Hsuan
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Independent Director
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Name:
Tsai-Ding Lin
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Independent Director
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Name: William W. Sheng
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/s/ Eva Chen*
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Chief Financial Officer
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Name: Eva Chen
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*By:
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/s/Bough
Lin
.
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Name:
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Bough Lin
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Title:
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Power of Attorney
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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 Siliconware Precision Industries Co., Ltd.,
has signed this Post-Effective Amendment to Registration Statement on Form F-6 in New York, New York, on January 29, 2018.
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DEPOSITARY MANAGEMENT CORPORATION as
Authorized U.S. Representative
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By:
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/s/ George Boychuk
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Name:
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George Boychuk
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Title:
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Managing Director
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INDEX TO EXHIBITS
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement.
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(e)
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Rule
466 Certification
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