Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
28 Octobre 2020 - 3:30PM
Edgar (US Regulatory)
|
As filed with the Securities and Exchange Commission on October 28, 2020
|
Registration No. 333 - 170665
|
UNITED STATES
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
AU
Optronics Corp.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer’s name into
English)
Republic of China
(Jurisdiction of incorporation or organization
of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in
its charter)
388 Greenwich Street
New York, New York 10013
(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, DE 19711
302-738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
James C. Lin, Esq.
Davis Polk & Wardwell LLP
18th Floor, The Hong
Kong Club Building
3A Chater Road
Hong Kong
+852 2533 3300
|
Herman H. Raspé, Esq.
Patterson Belknap Webb &
Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
|
|
It is proposed
that this filing become effective under Rule 466:
|
☐
|
immediately upon filing.
|
|
|
|
|
|
|
☐
|
on [Date] at [time]
|
If a separate registration statement has been filed
to register the deposited shares, check the following box: ☐
|
The Registrant
hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment
No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933,
or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
|
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.
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), (16), (25), and (26).
|
|
|
|
|
|
|
|
|
(iii)
|
The collection and distribution of dividends
|
|
Reverse of Receipt - Paragraph (14).
|
|
|
|
|
|
|
|
|
(iv)
|
The transmission of notices, reports and proxy soliciting material
|
|
Face of Receipt - Paragraph (13);
Reverse of Receipt – Paragraphs (15) and (16).
|
|
|
|
|
|
|
|
|
(v)
|
The sale or exercise of rights
|
|
Face of Receipt - Paragraph (2);
Reverse of Receipt – Paragraphs (14) and
(15).
|
|
|
|
|
|
|
|
|
(vi)
|
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
|
Face of Receipt – Paragraphs (3), (6),
and (7);
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).
|
|
Item Number and Caption
|
|
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
|
|
|
|
|
|
|
|
|
(viii)
|
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
|
|
Face of Receipt - Paragraph (13).
|
|
|
|
|
|
|
|
|
(ix)
|
Restrictions upon the right to deposit or withdraw the underlying securities
|
|
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9), and (10).
|
|
|
|
|
|
|
|
|
(x)
|
Limitation upon the liability of the Depositary
|
|
Face of Receipt – Paragraph (7);
Reverse of Receipt - Paragraphs (18) and (19).
|
|
|
|
|
|
|
|
|
(xi)
|
Fees and charges which may be imposed directly or indirectly on holders of ADSs
|
|
Face of Receipt - Paragraph (10).
|
|
|
|
|
|
|
|
Item 2.
|
AVAILABLE
INFORMATION
|
|
Face of Receipt - Paragraph (13).
|
AU Optronics Corp.
(the “Company”) has in the past 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 located at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F
(the “Form 15F”) with the Commission to terminate the registration of its securities under the Exchange Act
and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon filing of the Form 15F, the Company’s
obligation under the Exchange Act to file or submit reports required under Sections 13(a) or 15(d) of the Exchange Act was suspended.
Upon effectiveness of the Form 15F, the Company’s duty to file or submit reports under Sections 13(a) and 15(d) of the Exchange
Act will terminate. Pursuant to Rule 12g3-2(b)(1) promulgated under the Exchange Act, the Company is exempt from the reporting
obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) and to maintain the exemption from registration,
the Company publishes in English the information contemplated in Rule 12g3-2(b)(2)(i) under 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.
The Company has specified in the Form 15F, https://www.auo.com, as the internet website or the electronic information delivery
system on which it will 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 does not become 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.
PROSPECTUS
The Prospectus consists of the proposed
form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Deposit Agreement, filed as Exhibit
(a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a)(i) Form
of Amendment No. 2 to the Deposit Agreement, by and among AU Optronics Corp. (the “Company”), Citibank, N.A.,
as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued
thereunder. ¾ Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 1 to
Deposit Agreement, dated as of February 15, 2006, by and among AU Optronics Corp. (the “Company”), Citibank, N.A.,
as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”)
evidenced by the American Depositary Receipts (“ADRs”) issued thereunder. ¾
Previously filed with the Commission on November 17, 2010 (Reg. No. 333-170665) and incorporated by reference.
(a)(iii) Deposit Agreement,
dated as of May 29, 2002, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs evidenced by
the ADRs issued thereunder. ¾ Previously filed with the Commission on September
9, 2004 (Reg. No. 333-118892) and incorporated by reference.
(b)(i) Letter
Agreement, dated as of October 13, 2010, by and between the Company and the Depositary for the purpose of accommodating the issuance
of ADSs upon the deposit of the Shares with the Depositary’s custodian in connection with the conversion of the Company’s
Bonds due 2015 ¾ Previously filed with the Commission on November 17, 2010 (Reg.
No. 333-170665) and incorporated by reference.
(b)(ii) Letter
Agreement, dated as of October 22, 2007, by and between the Company and the Depositary for the purpose to enable the establishment
of a “direct registration system” for ADSs and the issuance by the Depositary of “uncertificated ADSs”.
¾ Previously filed with the Commission on November 17, 2010 (Reg. No. 333-170665)
and incorporated by reference.
(b)(iii) Letter
Agreement, dated as of October 1, 2006, by and between the Company and the Depositary for the purpose of issuance of ADSs in exchange
for GDSs of Quanta Display Inc. and assumption of convertible bonds of Quanta Display Inc., in each case, in connection with the
merger between the Company and Quanta Display Inc. ¾ Previously filed with the
Commission on November 17, 2010 (Reg. No. 333-170665) and incorporated by reference.
(b)(iv) Letter
Agreement, dated as of September 16, 2002, by and among the Company, the Depositary and United Microelectronics Corporation (“UMC”)
for the sole purpose of accommodating the issuance of ADSs evidenced by ADRs upon UMC’s deposit of the Company’s shares
with the Depositary following the exchange of bonds issued by UMC in accordance with, and subject to, the terms and conditions
of the indenture governing such bonds. ¾ Previously filed with the Commission on
January 31, 2006 (Reg. No. 333-118892) and incorporated herewith by reference.
(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. ¾ None.
(d) Opinion
of counsel for the Depositary as to the legality of the securities to be registered. ¾
Previously filed with the Commission on November 17, 2010 (Reg. No. 333-170665).
(e) Certificate
under Rule 466. ¾ None.
(f) Powers
of Attorney for certain officers and directors and the authorized representative of the Company. ¾
Set forth on the signature pages hereto.
|
|
(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.
|
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,
as amended, by and among AU Optronics Corp., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to
time of American Depositary Shares 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 the 28th
day of October, 2020.
|
|
Legal entity created by the
Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each American Depositary
Share representing the right to receive the specified number of common shares of AU Optronics Corp.
|
|
|
|
|
|
|
CITIBANK, N.A., solely in its capacity as Depositary
|
|
|
|
|
|
|
By:
|
/s/ Leslie Deluca
|
|
|
|
Name: Leslie Deluca
|
|
|
|
Title: Attorney-in-Fact
|
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, AU Optronics Corp. 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 Hsinchu, Taiwan, on October 28, 2020.
|
|
AU Optronics Corp.
|
|
|
|
|
|
|
By:
|
/s/ Benjamin Tseng
|
|
|
|
Name: Benjamin Tseng
|
|
|
|
Title: Chief Financial Officer
|
POWERS OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shuang-Lang (Paul) Peng and Benjamin
Tseng 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 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 October 28, 2020.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ Shuang-Lang (Paul)
Peng
|
|
Chairman and Chief Executive Officer (Principal Executive
Officer)
|
|
Shuang-Lang (Paul)
Peng
|
|
|
|
|
|
|
|
/s/ Benjamin Tseng
|
|
Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
Benjamin Tseng
|
|
|
|
|
|
|
|
/s/ Frank Ko
|
|
Director, President and Chief Operating Officer
|
|
Frank Ko
|
|
|
|
|
|
|
|
/s/ Kuen-Yao (K.Y.) Lee
|
|
Director
|
|
Kuen-Yao (K.Y.) Lee
|
|
|
|
|
|
|
|
|
|
Director
|
|
Peter Chen
|
|
|
|
|
|
|
|
/s/ Chin-Bing (Philip)
Peng
|
|
Independent Director
|
|
Chin-Bing (Philip)
Peng
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ Mei-Yueh Ho
|
|
Independent Director
|
|
Mei-Yueh Ho
|
|
|
|
|
|
|
|
/s/ Yen-Shiang Shih
|
|
Independent Director
|
|
Yen-Shiang Shih
|
|
|
|
|
|
|
|
/s/ Yen-Hsueh Su
|
|
Independent Director
|
|
Yen-Hsueh Su
|
|
|
|
|
|
|
|
/s/ Jang-Lin (John) Chen
|
|
Independent Director
|
|
Jang-Lin (John) Chen
|
|
|
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of AU Optronics Corp., has signed
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in Newark, Delaware, on October 28, 2020.
|
Authorized U.S. Representative:
|
|
|
|
|
|
|
PUGLISI & ASSOCIATES
|
|
|
|
|
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
|
Name: Donald J. Puglisi
|
|
|
|
Title: Managing Director
|
|
Index to Exhibits
|
Exhibit
|
Document
|
Sequentially
Numbered Page
|
|
|
|
|
|
(a)(i)
|
Form of Amendment No. 2 to Deposit Agreement
|
|
AUO (PK) (USOTC:AUOTY)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
AUO (PK) (USOTC:AUOTY)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
