As filed with the Securities and Exchange Commission on June 26, 2006 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
CHUNGHWA TELECOM CO., LTD.
(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)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Peter B. Tisne, Esq.
Simpson Thacher & Bartlett LLP
Emmet, Marvin & Martin, LLP
Asia Pacific Finance Tower, 7th Floor
120 Broadway
3 Garden Road
New York, New York 10271
Central Hong Kong
(212) 238-3010
(852) 2514-7600
It is proposed that this filing become effective under Rule 466
[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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares representing common shares of Chunghwa Telecom Co., Ltd. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $535.00 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
_______________________
The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 19 and 21 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of July 17, 2003, among Chunghwa Telecom Co., Ltd., The Bank of New York as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. – Filed herewith as Exhibit 1.
b.
Form of letter agreement among Chunghwa Telecom Co., Ltd. and The Bank of New York relating to pre-release activities. – Filed herewith as Exhibit 2.
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. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
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 ADRs, 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 ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 26, 2006.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common shares of Chunghwa Telecom Co., Ltd.
By: The Bank of New York,
As Depositary
By: /s/ U.M. Erlandsen
Name: U.M. Erlandsen
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Chunghwa Telecom Co., Ltd. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Taipei, Taiwan, Republic of China, on June 26, 2006.
Chunghwa Telecom Co., Ltd.
By: /s/ Tan Ho Chen
Name: Tan Ho Chen
Title: Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Mr. Tan Ho Chen and Mr. Shyue-Ching Lu, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed on June 26, 2006 by the following persons in the capacities indicated:
Name
Title
/s/ Tan Ho Chen
Chairman and Chief Executive Officer
Tan Ho Chen
/s/ Hank Han-Chao Wang
Chief Financial Officer
Hank Han-Chao Wang
/s/ Cheng-Kann Wu
Chief Accounting Officer
Cheng-Kann Wu
/s/ Shyue-Ching Lu
Director
Shyue-Ching Lu
/s/ Oliver F.L. Yu
Director
Oliver F.L. Yu
/s/ Yu-Huei Jea
Director
Yu-Huei Jea
/s/ Jeng-Tsuen Liaw
Director
Jeng-Tsuen Liaw
______________________
Director
Neng-Pai Lin
/s/ Chiu-Kuei Huang
Director
Chiu-Kuei Huang
______________________
Director
Lo-Ming Chung
/s/ Chien-Cheng Lin
Director
Chien-Cheng Lin
/s/ Jing-Twen Chen
Director
Jing-Twen Chen
/s/ Zse-Hong Tsai
Director
Zse-Hong Tsai
/s/ Joyce H.Y. Jen
Director
Joyce H.Y. Jen
______________________
Director
Hsu-Chung Simon Chang
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Chunghwa Telecom Co., Ltd., has signed this registration statement or amendment thereto in Newark, Delaware on June 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title:
Managing Director
INDEX TO EXHIBITS
Exhibit | Exhibit | |
1 | Form of Deposit Agreement dated as of July 17, 2003, among Chunghwa Telecom Co., Ltd., The Bank of New York as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
2 | Form of letter agreement among Chunghwa Telecom Co., Ltd. and The Bank of New York relating to pre-release activities. | |
4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |
5 | Certification under Rule 466. |