As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 333-12010
================================================================================
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 AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
------------------------
PCCW LIMITED
(Exact name of Registrar as Specified in its Articles of Incorporation)
------------------------
(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 Ave
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
------------------------
National Corporate Research, Ltd.
225 W. 34th Street, Suite 910
New York, New York 10122
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------------------
Copies to:
William Barron Esq. Patricia Brigantic Esq.
Davis Polk & Wardwell Citibank, N.A.
18th Floor, the Hong Kong Club Building 388 Greenwich Street (17th Floor)
3A Chater Road, Central New York, New York 10013
Hong Kong
-------------------------------------
It is proposed that this filing become effective under Rule 466:
(check the appropriate box)
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box: |_|
--------------------------------------------------------------------------------
This Post-Effective Amendment No. 1 to Registration Statement on
Form F-6 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.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Form of Amendment No. 1 to Amended and Restated
Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1
to Registration Statement on Form F-6 and incorporated herein by reference.
II-2
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name of Depositary and address of its principal Face of Receipt - Introductory
executive office paragraph.
2. Title of Receipts and identity of deposited Face of Receipt - top center and
securities introductory paragraph.
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner
represented by American Depositary and introductory paragraph.
Share
(ii) Any procedure for voting the Reverse of Receipt - Paragraphs
deposited securities (16) and (17).
(iii) The procedure for collecting and Reverse of Receipt - Paragraphs
distributing dividends (14) and (16).
(iv) The procedure for transmitting notices, Face of Receipt - Paragraph (13);
reports and proxy soliciting material Reverse of Receipt - Paragraph (14),
(16) and (17).
(v) The sale or exercise of rights Reverse of Receipt - Paragraph (14).
(vi) The deposit or sale of securities Reverse of Receipt - Paragraphs
resulting from dividends, splits (14) and (18).
or plans of reorganization
II-3
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(vii) Amendment, extension or termination of Reverse of Receipt - Paragraphs (22)
the deposit agreement and (23) (no provision for extensions).
(viii) The rights that holders of Receipts Face of Receipt - Paragraph (13).
have to inspect the books of the
Depositary and the list of Receipt
holders
(ix) Any restrictions upon the right to Face of Receipt - Paragraphs (2), (3),
transfer or withdraw the underlying (4), (6) and (7).
securities Reverse of Receipt - Paragraphs (15),
(23) and (25).
(x) Any limitation on the Depositary's Reverse of Receipt - Paragraphs (19)
liability and (20).
3. Fees and charges which may be imposed Face of Receipt - Paragraph (10).
directly or indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13)
PCCW Limited (the "Company") has been subject to the periodic reporting
requirements of the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and has filed certain reports with, and submitted certain
information to, the United States Securities and Exchange Commission (the
"Commission"), which reports can be retrieved from the Commission's Internet
website at www.sec.gov, and can be inspected and copied at the public reference
facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C.
20549. The Company has filed a Form 15F ("Form 15F") with the Commission, which
has suspended the Company's duty under the Exchange Act to file or submit the
reports required under Sections 13(a) or 15(d) of the Exchange Act. Upon the
effectiveness of Form 15F, the Company's duty to file or submit reports under
Sections 13(a) or 15(d) of the Exchange Act will terminate and the Company will,
pursuant to Rule 12g3-2(e)(1), receive the exemption from the reporting
obligations of the Exchange Act provided by Rule 12g3-2(b). In order to satisfy
the conditions of Rule 12g3-2(b), the Company intends to publish the information
contemplated in Rule 12g3-2(b)(1)(iii) under the Exchange Act in English on its
Internet website or through an electronic information delivery system generally
available to the public in the Company's primary trading market. The Company has
specified in Form 15F the Internet website or the electronic information
II-4
delivery system on which it intends to publish such information. The information
so published by the Company cannot be retrieved from the Commission's Internet
website, and cannot be inspected or copied at the public reference facilities
maintained by the Commission. If the Form 15F is not declared effective, the
Company will again be subject to the periodic reporting requirements of the
Exchange Act and will be required to file with the Commission, and submit to the
Commission, certain reports that can be retrieved from the Commission's Internet
website at www.sec.gov, and can be inspected and copied at the public reference
facilities maintained by the Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Amended and Restated Deposit
Agreement, by and among the Company, Citibank, N.A., as Depositary (the
"Depositary"), and all Holders and Beneficial Owners of American Depositary
Shares evidenced by the American Depositary Receipts issued thereunder. --
Filed herewith as Exhibit (a)(i).
(a)(ii) Amended and Restated Deposit Agreement, dated as of August
7, 2000, by and among the Company, the Depositary, and all Holders and
Beneficial Owners of American Depositary Shares evidenced by the American
Depositary Receipts issued thereunder ("Amended and Restated Deposit
Agreement"). -- Filed herewith as Exhibit (a)(ii).
(b) Assignment and Assumption Agreement among the Successor Issuer,
Cable & Wireless HKT Limited and the Depositary, providing for the assumption by
the Successor Issuer of the obligations of Cable & Wireless HKT Limited under
the Original Deposit Agreement, and the amendment and restatement of the
Original Deposit Agreement as the Deposit Agreement. -- Filed herewith as
Exhibit (b).
(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 (3) years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered.*
(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. -- As set forth on the signature pages
hereto.
* Previously filed and incorporated herein by reference to Registration
Statement No. 333-12010.
II-5
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal agency
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 (30) days before any change in the fee schedule.
II-6
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
Amended and Restated Deposit Agreement, to be amended by Amendment No. 1 to
Amended and Restated Deposit Agreement, by and among PCCW Limited, Citibank,
N.A., as depositary, and all Holders and Beneficial Owners 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 Post-Effective Amendment
No. 1 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 this June 4, 2007.
Legal entity created by the Amended and
Restated Deposit Agreement, as amended and
supplemented, for the issuance of American
Depositary Receipts evidencing American
Depositary Shares issued thereunder, each
American Depositary Share representing ten
(10) Ordinary Shares, par value HK$0.25, per
share, of PCCW Limited, as amended by
Amendment No. 1 to Amended and Restated
Deposit Agreement.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/Emi Mak
----------------------------------------
Name: Emi Mak
Title: Vice President
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, PCCW
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
Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned thereunto duly authorized, in, Hong Kong
on this June 4, 2007.
PCCW LIMITED
By: /s/Alexander Anthony Arena
----------------------------------------
Name: Alexander Anthony Arena
Title: Group Managing Director
By: /s/Philana W.Y. Poon
----------------------------------------
Name: Philana W.Y. Poon
Title: Group General Counsel and
Company Secretary
II-8
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alexander Anthony Arena and Philana W.Y. Poon and
each of them, 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 Post Effective Amendment No.
1 on Form F-6, 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 Post-Effective Amendment No. 1 to Registration Statement on Form
F-6 has been signed by the following persons in the following capacities on June
4, 2007.
Signature Title
--------- -----
/s/ Li Tzar Kai, Richard Chairman and Executive Director
--------------------------
Li Tzar Kai, Richard
/s/ Alexander Anthony Arena Group Managing Director (Principal
-------------------------- Executive Officer) and Executive Director
Alexander Anthony Arena
/s/ Hui Hon Hing, Susanna Group Chief Financial Officer (Principal
-------------------------- Financial and Accounting Officer)
Hui Hon Hing, Susanna
/s/ Peter Anthony Allen Executive Director
--------------------------
Peter Anthony Allen
/s/ Chung Cho Yee, Mico Executive Director
--------------------------
Chung Cho Yee, Mico
/s/ Lee Chi Hong, Robert Executive Director
--------------------------
Lee Chi Hong, Robert
Executive Director
--------------------------
Dr. Fan Xingcha
/s/ Sir David Ford Non-Executive Director
--------------------------
Sir David Ford
II-9
Non-Executive Director
--------------------------------------------
Zhang Chunjiang
/s/ Dr. Tian Suning Non-Executive Director
--------------------------------------------
Dr. Tian Suning
/s/ Prof. Chang Hsin-kang Independent Non-Executive
-------------------------------------------- Director
Prof. Chang Hsin-kang
/s/ Dr. The Hon. Sir Li Kwok Po, David Independent Non-Executive
-------------------------------------------- Director
Dr. The Hon. Sir Li Kwok Po, David
/s/ Sir Roger Lobo Independent Non-Executive
-------------------------------------------- Director
Sir Roger Lobo
/s/ Aman Mehta Independent Non-Executive
-------------------------------------------- Director
Aman Mehta
/s/ The Hon. Raymond George Hardenbergh Seitz Independent Non-Executive
-------------------------------------------- Director
The Hon. Raymond George Hardenbergh Seitz
II-10
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PCCW LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in PCCW Limited, has signed this Post-Effective
Amendment No. 1 to Registration Statement on Form F-6 on the 4th day of June,
2007.
By: /s/ Gregory F. Lavelle
------------------------
Name: Gregory F. Lavelle
Puglisi & Associates
II-11
Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Form of Amendment No. 1 to Amended and
Restated Deposit Agreement
(a)(ii) Amended and Restated Deposit Agreement
(b) Assignment and Assumption Agreement
(e) Certification under Rule 466