Unassociated Document
 
As filed with  the Securities and Exchange Commission on November 18, 2015
 
Registration No. 333-142177 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_________________________________
 
FORM F-6/A
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
____________
 
ACORN INTERNATIONAL, INC.
(Exact name of issuer of deposited securities as specified in its charter)
____________
 
N/A
(Translation of issuer’s name into English)
____________
 
The Cayman Islands
(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)
____________
 
CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York  10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
_________________________________
 
Copies to:
 
Kurt J. Berney, Esq.
O'Melveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, CA 94111-3823
+1 (415) 984-8989
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
(212) 336-2000
 _________________________________
 
It is proposed that this filing become effective under Rule 466:   
o   
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
 
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.
 
 
 
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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 (16) and (17).
         
  (iii)
The collection and distribution of dividends
 
Reverse of Receipt - Paragraphs (14).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
 
Face of Receipt  - Paragraph (13);
Reverse of Receipt - Paragraphs (16) and (17).
         
  (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
 
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (14) and (18).
         
  (vii)
Amendment, extension or termination of the deposit agreement
 
Reverse of Receipt - Paragraphs (22) and (23) (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
 
Face of Receipt - Paragraph (13).
 
 
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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), (6), (7), and (9).
         
  (x)     
Limitation upon the liability of the Depositary
 
Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
         
  (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).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (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.
 
 
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PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 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.
 

 
 
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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.    EXHIBITS
 
(a)(i)        Form of Amendment No. 1 to Deposit Agreement, by and among Acorn International, Inc. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the terms of the Deposit Agreement, dated as of May 2, 2007.  ___ Filed herewith as Exhibit (a)(i).
 
(a)(ii)       Deposit Agreement, dated as of May 2, 2007, by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder.___ 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.  ___ Previously filed.
 
(e)           Certificate under Rule 466.  ___ None.
 
(f)           Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
 
 
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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.
 
 
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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 from time to time, by and among Acorn International, Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares outstanding 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 18th day of November, 2015.
           
 
Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered hereunder are to be issued.
 
CITIBANK, N.A., solely in its capacity as Depositary
 
     
       
 
By: 
/s/ Thomas R. Wood
 
    Name: 
Thomas R. Wood
 
    Title:
Vice President
 
       
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Acorn International, 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 No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Shanghai, People’s Republic of China, on November 18, 2015.
 
 
ACORN INTERNATIONAL, INC.
 
     
       
 
By: 
/s/ Robert W. Roche
 
    Name: 
Robert W. Roche
 
    Title:
Chairman and Chief Executive Officer
 
       
 
 
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POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert W. Roche and Geoffrey Weiji Gao 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 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.
 
Signature
 
Title
     
/s/ Robert W. Roche    
Robert W. Roche
 
Chairman of the Board, Chief Executive Officer

     
William Liang
 
Director
     
/s/ David Naphtali    
David Naphtali
 
Director
     
/s/ David Leung    
David Leung
 
Director
     
     
Cosimo Borrelli
 
Director
 
/s/ Geoffrey Weiji Gao    
Geoffrey Weiji Gao
 
Principal Financial and Accounting Officer
 
 
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Signature of Authorized Representative in the United States
 
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of  Acorn International, Inc., has signed this registration statement or amendment thereto in Newark, Delaware, on November 18, 2015.
 
 
Puglisi & Associates
 
     
       
 
By: 
/s/ Donald J. Puglisi
 
    Name: 
Donald J. Puglisi
 
    Title:
Managing Director
 
       
 
 
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Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
(a)(i)
Form of Amendment No. 1 to Deposit Agreement
 
(a)(ii)
Deposit Agreement