As filed with the U.S. Securities and Exchange Commission on April 11, 2005
Registration No. 333-119617
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
eLong, Inc.
(Exact name of issuer of deposited securities as specified in its charter)
eLong, Inc.
(Translation of issuer's name into English)
Cayman Islands
(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, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8440
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
| Scott A. Ziegler, Esq. Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
ý 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(1) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
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|---|---|---|---|---|---|---|---|---|
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of eLong, Inc. | N/A | N/A | N/A | N/A | ||||
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the amended form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||||
|---|---|---|---|---|---|---|
| (1) | Name and address of Depositary | Introductory paragraph | ||||
(2) |
Title of American Depositary Receipts and identity of deposited securities |
Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(i) |
Amount of deposited securities represented by one unit of American Depositary Shares |
Face of American Depositary Receipt, upper right corner |
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(ii) |
Procedure for voting, if any, the deposited securities |
Paragraph (12) |
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(iii) |
Collection and distribution of dividends |
Paragraphs (4), (5), (7) and (10) |
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(iv) |
Transmission of notices, reports and proxy soliciting material |
Paragraphs (3), (8) and (12) |
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(v) |
Sale or exercise of rights |
Paragraphs (4), (5) and (10) |
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(vi) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Paragraphs (4), (5), (10) and (13) |
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(vii) |
Amendment, extension or termination of the Deposit Agreement |
Paragraphs (16) and (17) |
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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 |
Paragraph (3) |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
Paragraphs (1), (2), (4), and (5) |
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(x) |
Limitation upon the liability of the Depositary |
Paragraph (14) |
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(3) |
Fees and Charges |
Paragraph (7) |
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Item 2. AVAILABLE INFORMATION
| Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|||||
|---|---|---|---|---|---|---|
| (b) | Statement that eLONG, INC. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Paragraph (8) | ||||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Deposit Agreement dated as of October 23, 2004 among eLong, Inc., 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 as Exhibit (a) to Registration Statement 333-119617. | |||
(a)(2) |
Form of Amendment to Deposit Agreement. Form of Amendment to Deposit Agreement, including the form of American Depositary Receipt, is filed herewith as Exhibit (a)(2). |
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(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. |
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(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. Not Applicable. |
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(d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement No. 333-119617, which is incorporated herein by reference. |
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(e) |
Certification under Rule 466. Filed herewith as Exhibit (e). |
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(f) |
Power of Attorney. Previously filed on the signature pages to Registration Statement No. 333-119617, which is incorporated herein by reference. |
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 thirty days before any change in the fee schedule. |
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 April 8, 2005.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
||
By: |
/s/ JOSEPH M. LEINHAUSER Name: Joseph M. Leinhauser Title: Vice President |
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Pursuant to the requirements of the Securities Act of 1933, eLong, Inc. 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 Beijing, People's Republic of China, on April 8, 2005.
| eLong, Inc. | |||
By: |
/s/ DEREK PALASCHUK Name: Derek Palaschuk Title: Chief Financial Officer |
||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ JUSTIN TANG Justin Tang |
Chairman of the Board, President and Chief Executive Officer (principal executive officer) | April 8, 2005 | ||
/s/ DEREK PALASCHUK Derek Palaschuk |
Chief Financial Officer (principal financial and accounting officer) |
April 8, 2005 |
||
* Xiaojian Zhong |
Director |
April 8, 2005 |
||
/s/ BARNEY HARFORD Barney Harford |
Director |
April 6, 2005 |
||
/s/ MIKE DOYLE Mike Doyle |
Director |
April 7, 2005 |
||
/s/ DIARMUID RUSSELL Diarmuid Russell |
Director |
April 7, 2005 |
||
/s/ DERMOT HALPIN Dermot Halpin |
Director |
April 7, 2005 |
||
/s/ CAMERON JONES Cameron Jones |
Director |
April 7, 2005 |
||
/s/ ARTHUR HOFFMAN Arthur Hoffman |
Director |
April 7, 2005 |
*By: |
/s/ DEREK PALASCHUK Derek Palaschuk Power-of-Attorney |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of eLong, Inc., has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Bellevue, Washington on April 6, 2005.
| eLong, Inc. | |||
By: |
/s/ BARNEY HARFORD Name: Barney Harford Title: Director |
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| Exhibit Number |
|
|
|---|---|---|
| (a)(2) | Form of Amendment to Deposit Agreement. | |
(e) |
Rule 466 Certification |