As filed with  the Securities and Exchange Commission on April 22, 2016
Registration No. 333  -   
 
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
 
SUN HUNG KAI PROPERTIES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer’s name into English)
 
Hong Kong
(Jurisdiction of incorporation or organization of issuer )
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter )
 
399 Park Avenue
New York, New York  10043
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Richard Sukjoon Lee, Esq.
Clifford Chance
27 th Floor, Jardine House,
One Connaught Place, Hong Kong
 
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
 
It is proposed that this filing become effective under Rule 466
            x   
immediately upon filing.
              o
on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :   o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares ( ADS(s) ), each ADS representing  the right to receive one (1) ordinary share of   Sun Hung Kai Properties Limited.
50,000,000 ADSs
$5.00
$2,500,000
$251.75
 
*
Each unit represents 100 ADSs.
**
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 ADSs.
 
 
 
 
 
 
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.
 
 
ii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus
         
1. Name of Depositary and address of its principal executive office  
Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities  
Face of Receipt   - Top Center.
         
  Terms of Deposit:    
       
  (i)
The amount of deposited securities represented by one American Depositary Share ("ADSs")
 
Face of Receipt   - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
 
Reverse of Receipt   - Paragraphs (15) and (16).
         
  (iii)
The collection and distribution of dividends
 
Reverse of Receipt - Paragraph (14).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
 
Reverse of Receipt - Paragraphs (13) and (16).
         
  (v)
The sale or exercise of rights
 
Reverse of Receipt – Paragraphs (14) and (16).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Reverse of Receipt - Paragraphs (14) and (17).
         
  (vii)
Amendment, extension or termination of the deposit agreement
 
Reverse of Receipt - Paragraphs (21) and (22) (no provision for extensions).
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
 
Reverse of Receipt - Paragraph (13).
 
 
I-1
 
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Face of Receipt – Paragraphs (2), (3), (4), (5), (6), (9) and (10).
         
  (x)
Limitation upon the liability of the Depositary
 
Reverse of Receipt - Paragraphs (18) and (19).
         
3.  
Fees and charges which may be imposed directly or indirectly on holders of ADSs
 
Face of Receipt - Paragraph (10).
         
Item 2. 
  AVAILABLE INFORMATION
 
Reverse of Receipt - Paragraph (13).
 
Sun Hung Kai Properties Limited (the “ Company ”) publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market.  As of the date hereof the Company’s internet website is www.shkp.com .  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 contemplated in 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 at 100 F Street, N.E., Washington, D.C. 20549.
 
 
I-2
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
 
(a)(i) 
Form of American Depositary Receipt.  — Filed herewith as Exhibit (a)(i).
 
 
(a)(ii)
Deposit Agreement, dated as of November 29, 1995, by and among Sun Hung Kai Properties Limited (the “ Company ”), Citibank, N.A., as depositary (the “ Depositary ”), and all Holders and Beneficial Owners of American Depositary Receipts issued thereunder (“ 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)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  — Set forth on the signature pages hereto.
 
 
II-1
 
 
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.
 
 
II-2
 
 
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 Sun Hung Kai Properties Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of 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 the 22 nd day of April, 2016.
 
 
Legal entity created by the Deposit Agreement under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are issued, each American Depositary Share representing the right to receive one (1) ordinary share of Sun Hung Kai Properties Limited.
 
     
 
CITIBANK, N.A., solely in its capacity as Depositary
 
       
 
By:
/s/ Thomas Wood  
    Name: Thomas Wood  
    Title:   Vice President  
       
 
 
II-3
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Sun Hung Kai Properties 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 April 22, 2016.
 
 
SUN HUNG KAI PROPERTIES LIMITED
 
       
 
By:
/s/ Yung Sheung-tat, Sandy  
    Name: Yung Sheung-tat, Sandy  
    Title:   Company Secretary  
       
 
 
II-4
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints each of Yung Sheung-tat, Sandy to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her 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 on Form F-6 has been signed by the following persons in the following capacities on April 22, 2016.
 
Signature
 
Title
     
/s/ Kwok Ping-luen, Raymond
   
Name: Kwok Ping-luen, Raymond
 
Chairman and Managing Director (Principal Executive Officer)
     
/s/ Wong Chik-wing, Mike
   
Name: Wong Chik-wing, Mike
 
Executive Director
     
/s/ Lui Ting, Victor
   
Name: Lui Ting, Victor
 
Executive Director
     
/s/ Kwok Kai-fai, Adam
   
Name: Kwok Kai-fai, Adam
 
Executive Director
     
/s/ Kwong Chun
   
Name: Kwong Chun
 
Executive Director
 
 
II-5
 
 
Signature
 
Title
     
/s/ Tung Chi-ho, Eric
   
Name: Tung Chi-ho, Eric
 
Executive Director
     
/s/ Fung Yuk-lun, Allen
   
Name: Fung Yuk-lun, Allen
 
Executive Director
     
 
   
Name: Lee Shau-kee
 
Non-Executive Director
     
/s/ Woo Po-shing
   
Name: Woo Po-shing
 
Non-Executive Director
by his alternate director, Woo Ka-biu, Jackson
   
     
/s/ Kwan Cheuk-yin, William
   
Name: Kwan Cheuk-yin, William
 
Non-Executive Director
     
 
   
Name: Yip Dicky Peter
 
Independent Non-Executive Director
     
 
   
Name: Wong Yue-chim, Richard
 
Independent Non-Executive Director
     
 
   
Name: Li Ka-cheung, Eric
 
Independent Non-Executive Director
     
 
   
Name: Fung Kwok-lun, William
 
Independent Non-Executive Director
     
 
   
Name: Leung Nai-pang, Norman
 
Independent Non-Executive Director
     
 
   
Name: Leung Kui-king, Donald
 
Independent Non-Executive Director
 
 
II-6
 
 
Signature
 
Title
 
   
Name: Leung Ko May-yee, Margaret
 
Independent Non-Executive Director
     
/s/ Li Ching-kam
   
Name: Li Ching-kam
 
Principal Accounting Officer and Principal Financial Officer
     
     
/s/ Donald J. Puglisi
   
Name: Puglisi & Associates
 
Authorized Representative in the U.S.
 
 
II-7
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)(i)
Form of American Depositary Receipt
 
     
(a)(ii)
Deposit Agreement
 
     
(d)
Opinion of counsel to the Depositary
 
     
(e)
Certificate under Rule 466
 
 
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