As filed
with the Securities and Exchange Commission on June 3, 2010
Registration
No. 333-166236
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
F-3
AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER
SECURITIES ACT OF 1933
ORIGIN ARGITECH
LIMITED
(Exact
name of registrant as specified in its charter)
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British Virgin
Islands
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Not
Applicable
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(State
or other jurisdiction of
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(I.R.S. Employer
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incorporation
or organization)
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Identification
No.)
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No.
21 Sheng Ming Yuan Road
Changping
District, Beijing
China 102206
(Address,
including zip code, and telephone number, including
area
code, of Registrant’s principal executive offices)
CT
Corporation System
111
Eighth Avenue
New
York, NY 10011
(212)
894-8940
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Andrew
D. Hudders, Esq.
Golenbock
Eiseman Assor Bell & Peskoe LLP
437
Madison Avenue
New
York, New York 10022
(212) 907-7300
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date
of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. þ
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to general Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with
the commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
CALCULATION OF REGISTRATION
FEE
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Title of each class of
securities to be registered (1)
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Amount to be
Registered
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Proposed Maximum
Aggregate Price
Per Unit (2)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration Fee
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Ordinary
Shares, no par value
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(1)
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Warrants
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(1)
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Preferred
Shares
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(1)
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Units
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(1)
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Total
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$ |
150,000,000 |
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$ |
10,695.00 |
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Fees
previously paid
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$ |
10,695.00 |
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Amount
due
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$ |
0.00 |
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(1)
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There
are being registered hereunder such indeterminate number of ordinary
shares, such indeterminate number of warrants to purchase ordinary shares,
such indeterminate number of shares of preferred shares, and such
indeterminate number of units as shall have an aggregate initial offering
price not to exceed $150,000,000. Any securities registered hereunder may
be sold separately or as units with other securities registered hereunder.
The securities registered also include such indeterminate number of
securities as may be issued upon the conversion of or exchange for
securities that provide for conversion or exchange, upon the exercise of
warrants or pursuant to the anti-dilution provisions of any such
securities. In addition, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the “Securities Act”), the securities being
registered hereunder include such indeterminate number of ordinary shares
as may be issuable with respect to the shares being registered hereunder
as a result of stock splits, stock dividends or similar anti-dilutive
transactions.
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(2)
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The
proposed maximum aggregate price per class of security will be determined
from time to time by the Registrant in connection with the issuance by the
Registrant of securities registered hereunder and is not specified as to
each class of security pursuant to General II.C. of Form F-3 under the
Securities Act.
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(3)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(o) under the Securities Act.
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The Registrant hereby amends this
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 registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until
the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may
determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities, and it is not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
SUBJECT TO
COMPLETION, DATED June 3, 2010
PROSPECTUS
$150,000,000
ORIGIN
AGRITECH LIMITED
Ordinary Shares,
Warrants, Preferred Shares and Units
We may from time to time sell any
combination of securities described in this prospectus, either individually or
in units. The aggregate initial offering price of all securities sold by us
under this prospectus will not exceed $150,000,000.
This prospectus provides a general
description of the securities we may offer. Each time we sell securities, we
will provide the specific terms of the securities offered in a supplement to
this prospectus. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement carefully before you invest in any
securities. This prospectus may not be used to consummate a sale of securities
unless accompanied by the applicable prospectus supplement.
Our ordinary shares are listed on the
NASDAQ Global Select Market under the symbol “SEED.” On June __, 2010, the
last reported sale price of our ordinary shares, as reported on the NASDAQ
Global Select Market, was $___ per share. The applicable prospectus supplement
will contain information, where applicable, as to any other listing on the
NASDAQ Global Select Market or any securities market or other exchange of the
securities, if any, covered by the prospectus supplement. If any agents or
underwriters are involved in the sale of any of these securities, the applicable
prospectus supplement will provide the names of the agents or underwriters and
any applicable fees, commissions or discounts.
INVESTING IN OUR
SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE
2, AS WELL AS THE RISKS DISCUSSED UNDER THE CAPTION “RISK FACTORS” IN DOCUMENTS WE
SUBSEQUENTLY FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION.
NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date
of this prospectus
is ,
2010
TABLE OF CONTENTS
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Page
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Business
Description
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1
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Risk
Factors
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2
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Special
Note Regarding Forward –Looking Statements
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2
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Use
of Proceeds
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3
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Ratio
of Earnings to Fixed Charges
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3
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Capitalization
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4
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Description
of Share Capital
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4
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Description
of Warrants
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4
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Description
of Units
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6
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Plan
of Distribution
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7
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Legal
Matters
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9
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Experts
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9
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Where
You Can Find More Information
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10
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Information
Incorporated Reference
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10
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Enforcement
of Civil Liabilities
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11
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ABOUT THIS
PROSPECTUS
In
this prospectus, unless we indicate otherwise, “we,” “us,” “our,” “the Company”
and “Origin” refer to Origin Agritech Limited.
This prospectus is a part of a
registration statement that we filed with the Securities and Exchange
Commission, or SEC, utilizing a “shelf” registration process. Under this shelf
registration process, we may sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of
$150,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities under this shelf
registration, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading “Where You Can Find More
Information.”
We have not authorized any dealer,
salesman or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus and
the accompanying supplement to this prospectus. You must not rely upon any
information or representation not contained or incorporated by reference in this
prospectus or the accompanying prospectus supplement. This prospectus and the
accompanying supplement to this prospectus do not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and the accompanying
supplement to this prospectus constitute an offer to sell or the solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. You should not
assume that the information contained in this prospectus and the accompanying
prospectus supplement is accurate on any date subsequent to the date set forth
on the front of the document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus and any accompanying
prospectus supplement is delivered or securities sold on a later
date.
BUSINESS
DESCRIPTION
We are a technology-focused crop seed
company serving mainland China. We have sought to broaden our usage and market
penetration of our innovative plant breeding techniques, modern biotechnology,
and innovative information and research management to develop and deliver
high-yield seeds to the Chinese farming customer base. Our goal is to lead the
industry by providing farmers with unique enabling technology and services,
producing higher crop yields. Our activities include the specialization in the
research and development, production, and sales and marketing of crop seeds
(corn, rice, cotton and rapeseed) throughout China. We have pursued research
into genetically modified seeds, and in November 2009, we received the
Bio-Safety Certificate from the Ministry of Agriculture as a final approval for
commercial use of the world’s first genetically modified phytase corn. This is
the first approved genetically modified corn seed product in China. We are also
actively pursuing the approval of other genetically modified seed products
including glyphosate resistant corn and Bt Corn. Our focus remains in the
production of higher quality seed products, whether proprietary or
licensed.
During the last several years, we
continued to develop our established plant genetic engineering technology
platforms, including transforming herbicide tolerance, insect
resistance, nitrogen efficiency, and drought stress tolerance traits into corn
inbred lines. Of note, we made significant strides in developing our exclusive
insect resistance and phytase products. We continue to seek to further
effectively utilize modern biotechnology in China and hope to further expand
beyond China in the future
We plan to use China’s emerging
technology base to take advantage of operating within China. In particular, from
time to time, we enter into cooperative agreements with publicly funded research
institutions in China. In exchange for providing funding to these institutions,
we receive rights, which are frequently exclusive rights, to market any seeds
developed by these institutions. When a seed is ready to be marketed, we
negotiate an arrangement by which we sell the newly developed seeds in exchange
for the payment of certain fees to the institution. We believe that these
cooperative ventures allow us to access new products without expending
substantial costs for our own research and development of new seed
products.
Our business model draws from existing
and new technologies by utilizing both conventional breeding and advances in
biotechnology. We aim to build upon our current hybrid base where we have
accumulated parental seeds with advantageous traits optimized to local soil
conditions. We have roughly 100 total products, both licensed and proprietary,
in the market. We began to develop our own proprietary hybrid seed varieties in
1998, and, as of January 2010, we have 23 proprietary corn seed products, 18
proprietary rice seed products, 3 proprietary cotton seed products
and 3 proprietary rapeseed products that are in commercial production and
distribution.
We are incorporated in the British
Virgin Islands and are governed by the BVI Business Companies Act, 2004
(“Companies Act”). Our principal executive offices are located at No. 21 Sheng
Ming Yuan Road, Changping District, Beijing 102206, China, and our telephone
number is (86-10) 5890-7588. We maintain a website at http://www.originagritech.com.
Information contained on our website is not considered to be a part of, nor
incorporated by reference into, this prospectus.
RISK
FACTORS
An investment in our securities
involves risk. Before you invest in securities issued by us, you should
carefully consider the risks involved. Accordingly, you should carefully
consider:
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the
information contained in or incorporated by reference into this
prospectus;
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the
information contained in or incorporated by reference into any prospectus
supplement relating to specific offerings of
securities;
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the
risks described in our Annual Report on Form 20-F for our most recent
fiscal year, which are incorporated by reference into this prospectus;
and
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other
risks and other information that may be contained in, or incorporated by
reference from, other filings we make with the SEC, including in any
prospectus supplement relating to specific offerings of
securities.
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The discussion of risks related to our
business contained in or incorporated by reference into this prospectus or into
any prospectus supplement comprises the material risks of which we are aware. If
any of the events or developments described actually occurs, our business,
financial condition or results of operations would likely
suffer.
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements that are based on our current expectations,
assumptions, estimates and projections about our Company and industry. All
statements other than statements of historical fact in this prospectus are
forward-looking statements. These forward-looking statements can be identified
by words or phrases such as “may,” “will,” “expect,” “anticipate,” “estimate,”
“plan,” “believe,” “is/are likely to” or other similar expressions. The
forward-looking statements included in this prospectus relate to, among
others:
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our
goals and strategies, including how we implement our goals and
strategies;
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our
expectations for our future business and product development, business
prospects, results of business operations and current financial
condition;
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expected
changes in our margins and certain costs or
expenditures;
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our
future pricing strategies or pricing
policies;
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our
ability to successfully anticipate market demand for crop seeds in our
market and plan our volume and product
mix;
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our
plans for development of seed or technology internally, including our
ability to successfully develop, produce, receive approval for and
distribute proprietary seed
products;
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our
expectations regarding our need to produce seeds and other bio-technology
under licenses from third parties;
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the
future development of agricultural biotechnology as a whole and the impact
of genetically modified crop seeds in our
industry;
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the
scope and impact of the policies and regulations regarding genetically
modified seed products in China, and our ability to apply for and receive
necessary approvals and to develop, produce, market and distribute
genetically modified crop seeds;
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our
plans to license or co-develop any seed product or
technology;
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our
plans regarding any future business combination or business
acquisition;
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Chinese
and other international governmental policies and regulations relating to
the crop seed industry;
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our
plans to expand our business level and/or corporate level operations and
product offerings;
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the
likelihood of recurrence of accounting charges or
impairments;
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expected
changes in our sources of revenue from our business operations or other
sources;
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competition
in the crop seed industry in China and other international
markets;
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the
future development of the crop seed industry in China and other
international markets;
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our
plans for current staffing requirements, research and development and
regional business focus;
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our
ability to successfully raise capital to accommodate growing company needs
under acceptable terms and at reasonable cost;
and
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the
adequacy of our facilities for our future
operations.
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Many of the above factors are beyond
our control and almost all of them are difficult or impossible to predict with
accuracy. Therefore, we strongly caution each reader of this prospectus to
consider carefully these, as well as any other specific factors discussed with
each forward-looking statement in this prospectus and as may be disclosed in the
Company’s future filings with the SEC.
To the extent that this prospectus or
any prospectus supplement contains forward-looking statements (as distinct from
historical information), we desire to take advantage of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995
and are therefore including this statement for the express purpose of availing
ourselves of the protections of the safe harbor with respect to all
forward-looking statements. Furthermore, we do not assume any obligation to
update any forward-looking statements contained herein as a result of future
events or otherwise, except as required by law.
USE OF
PROCEEDS
Unless otherwise provided in the
applicable prospectus supplement, we intend to use the net proceeds from the
sale of the securities under this prospectus for general corporate purposes,
which may include, among other things, working capital, acquisition or
investments in our businesses and capital expenditures. Pending the application
of the net proceeds, we intend to invest the net proceeds in short-term,
investment grade, interest-bearing securities.
RATIO
OF EARNINGS TO FIXED CHARGES
The Company’s ratio of earnings to
fixed charges for each of the periods indicated is set forth below. We have
derived the ratios of earnings to fixed charges from our historical consolidated
financial statements. The ratios should be read in conjunction with our
consolidated financial statements, including the notes thereto, and the other
financial information included or incorporated by reference
herein.
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Year ended
September 30,
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Year ended
Dec 31
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2009
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2008
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2007
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2006*
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2005**
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Ratio
of earnings to fixed
charges
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0.45 |
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N/A |
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N/A |
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13.99 |
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8.16 |
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*The year
ended 2006 number represents a nine month ended September 30, 2006 figure as
this was a transition year for the company shifting from a December 31 fiscal
year end to September 30.
**The
year ended 2005 represents a 12 month ended December 31, 2005
figure.
We have
computed the ratios of earnings to fixed charges set forth above by dividing
earnings by fixed charges. For the purpose of determining the ratio of earnings
to fixed charges, earnings include pre-tax income from continuing operations
plus fixed charges. Fixed charges
consist of interest expense and an estimate of the
interest within rental expense deemed by us to be representative of the interest
factor of rental expense, which we estimate to be 30% of such
expense.
CAPITALIZATION
Our capitalization will be set forth in
a prospectus supplement to this prospectus or in a report on Form 6-K
subsequently furnished to the SEC and specifically incorporated herein by
reference.
DESCRIPTION OF
SHARE CAPITAL
As of the date of this prospectus, we
are authorized to issue (i) 60,000,000 ordinary shares, with no par value, of
which 23,013,692 shares are issued and outstanding and 498,851 shares are held
by us as treasury stock; and (ii) 1,000,000 preferred shares, with no par value,
of which none are issued and outstanding. The following discussion primarily
concerns our shares and the rights of holders of our shares under (i) our
Memorandum and Articles of Association and (ii) the Companies Act, insofar as
they relate to the material terms of our shares.
Ordinary
Shares
All of our outstanding ordinary shares
are fully paid and non-assessable. Certificates representing the ordinary shares
are issued in registered form. Our shareholders who are non-residents of the
British Virgin Islands may freely hold and vote their ordinary shares. The
holders of ordinary shares are entitled to one vote for each share on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Subject to the preferences and rights, if any, applicable to the
preferred stock, the holders of ordinary shares are entitled to:
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receive
dividends if and when declared by the board of directors;
and
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share
ratably in any distribution of our assets upon liquidation, dissolution or
winding-up, after satisfaction of all debts and other
liabilities.
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Our ordinary shares are subject to
redemption for fair value. Subject to the Companies Act, our board of directors
may on our behalf purchase, redeem or otherwise acquire any of our ordinary
shares for such consideration as it considers fit, and either cancel or hold
such shares as treasury shares
Preferred
Stock
Preferred stock may be issued from time
to time in one or more series. Our Board of Directors, without approval of the
shareholders, is authorized to designate series of preferred stock and fix the
rights, privileges, restrictions and conditions to be attached to each such
series of preferred stock. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of
holders of ordinary shares.
DESCRIPTION OF
WARRANTS
The following description, together
with the additional information we may include in any applicable prospectus
supplements, summarizes the material terms and provisions of the warrants that
we may offer under this prospectus. While the terms we have summarized below
will apply generally to any warrants that we may offer under this prospectus, we
will describe the particular terms of any series of warrants in more detail in
the applicable prospectus supplement. The terms of any warrants offered under a
prospectus supplement may differ from the terms described below. However, no
prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this
prospectus at the time of its effectiveness.
We will file as exhibits to the
registration statement of which this prospectus is a part, or will incorporate
by reference from another report that we file with the SEC, the form of warrant
that describes the terms of the series of warrants we are offering before the
issuance of the related series of warrants. The following summaries of material
terms and provisions of the warrants are subject to, and qualified in their
entirety by reference to, all the provisions of the warrant. We urge you to read
the applicable prospectus supplements related to the particular series of
warrants that we sell under this prospectus, as well as the complete
warrant.
General
The warrants may be issued under a
warrant agreement independently or together with any other securities offered by
any prospectus supplement and may be attached to or separate from such other
offered securities. If warrants are offered, the applicable prospectus
supplement will describe the designation and terms of the warrants,
including:
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the offering price, if
any;
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the designation and terms of the
ordinary shares or preferred shares purchasable upon exercise of the
warrants;
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if applicable, the date on and
after which the warrants and the related offered securities will be
separately transferable;
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the number of ordinary shares or
preferred shares purchasable upon exercise of one warrant and the initial
price at which the shares may be purchased upon
exercise;
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the date on which the right to
exercise the warrants will commence and
expire;
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a discussion of certain United
States Federal income tax considerations, if
any;
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the call provisions, if
any;
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the currency, currencies or
currency units in which the offering price, if any, and exercise price are
payable;
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any antidilution provisions of the
warrants; and
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any other terms of the
warrants.
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The ordinary shares or preferred shares
issuable upon exercise of the warrants, when issued in accordance with the
warrant agreement, will be fully paid and non-assessable.
Exercise of
Warrants
Warrants may be exercised by
surrendering the warrant to the warrant agent, which may be the Company, with
the form of election to purchase properly completed and signed and by payment in
full of the exercise price, as set forth in the applicable prospectus
supplement. Upon receipt of the exercise paperwork, the warrant agent will
requisition from the transfer agent the certificate for the ordinary shares
required for issuance and delivery to or upon the written order of the
exercising warrant holder. If less than all of the warrants evidenced by any
warrant are exercised, the warrant agent will deliver to the exercising warrant
holder a new warrant representing the unexercised warrants.
No Rights as
Stockholders
Holders of warrants will not be
entitled, by virtue of being such holders, to vote, to consent, to receive
dividends, to receive notice as stockholders with respect to any meeting of
stockholders for the election of our directors or any other matter, or to
exercise any rights whatsoever as our stockholders.
DESCRIPTION OF
UNITS
The following description, together
with the additional information we may include in any applicable prospectus
supplements, summarizes the material terms and provisions of the units that we
may offer under this prospectus. While the terms we have summarized below will
apply generally to any units that we may offer under this prospectus, we will
describe the particular terms of any series of units in more detail in the
applicable prospectus supplement. The terms of any units offered under a
prospectus supplement may differ from the terms described below. However, no
prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this
prospectus at the time of its effectiveness.
We will file as exhibits to the
registration statement of which this prospectus is a part, or will incorporate
by reference from another report that we file with the SEC, the form of unit
agreement, if any, that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of the related
series of units. The following summaries of material terms and provisions of the
units are subject to, and qualified in their entirety by reference to, all the
provisions of the unit agreement and any supplemental agreements applicable to a
particular series of units. We urge you to read the applicable prospectus
supplements related to the particular series of units that we sell under this
prospectus, as well as the complete unit agreement and any supplemental
agreements that contain the terms of the units.
General
We may issue units comprised of
ordinary shares, preferred stock and warrants in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a
specified date.
We will describe in the applicable
prospectus supplement the terms of the series of units, including:
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the designation and terms of the
units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred
separately;
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any provisions of the governing
unit agreement that differ from those described below;
and
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any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the
securities comprising the
units.
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The provisions described in this
section, as well as those described under “Description of Share Capital” and
“Description of Warrants” will apply to each unit and to any ordinary shares,
preferred stock or warrant included in each unit, respectively.
Issuance in
Series
We may issue units in such amounts and
in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each unit
agent, if any, will act solely as our agent under the applicable unit agreement
and will not assume any obligation or relationship of agency or trust with any
holder of any unit. A single bank or trust company may act as unit agent for
more than one series of units. A unit agent will have no duty or responsibility
in case of any default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at law or
otherwise, or to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent or the holder of any other unit, enforce by
appropriate legal action its rights as holder under any security included in the
unit.
PLAN OF
DISTRIBUTION
Unless otherwise set forth in a
prospectus supplement accompanying this prospectus, we may sell the offered
securities in any one or more of the following ways from time to
time:
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to or through
underwriters;
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directly to purchasers;
or
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through remarketing
firms.
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The prospectus supplement with respect
to the offered securities will set forth the terms of the offering of the
offered securities, including:
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the name or names of any
underwriters, dealers or
agents;
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the purchase price of the offered
securities and the proceeds to us from such
sale;
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any underwriting discounts and
commissions or agency fees and other items constituting underwriters’ or
agents’ compensation;
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any initial public offering price
and any discounts or concessions allowed or re-allowed or paid to dealers;
and
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any securities exchange on which
such offered securities may be
listed.
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Any initial public offering price,
discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time. The distribution of the offered securities may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Offers to purchase the offered
securities may be solicited by agents designated by us from time to time. Any
agent involved in the offer or sale of the offered securities will be named, and
any commissions payable by us to such agent will be set forth, in the applicable
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
the agent will be acting on a reasonable best efforts basis for the period of
its appointment.
If underwriters are used in the sale of
the offered securities, the offered securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriters at the time of sale.
The offered securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by the managing
underwriters. Unless otherwise indicated in the applicable prospectus
supplement, the underwriters are subject to certain conditions precedent and
will be obligated to purchase all the offered securities of a series if they
purchase any of the offered securities.
If a dealer is used in the sale of the
offered securities, we will sell the offered securities to the dealer as
principal. The dealer may then resell the offered securities to the public at
varying prices to be determined by the dealer at the time of resale. The name of
the dealer and the terms of the transaction will be set forth in the applicable
prospectus supplement.
Offers to purchase the offered
securities may be solicited directly by us and the sale thereof may be made by
us directly to institutional investors or others. The terms of any such sales
will be described in the applicable prospectus supplement.
The offered securities may also be
offered and sold by a remarketing firm in connection with a remarketing
arrangement upon their purchase. Remarketing firms will act as principals for
their own accounts or as agents for us. These remarketing firms will offer or
sell the offered securities pursuant to the terms of the offered securities. Any
remarketing firm will be identified and the terms of its agreements, if any,
with us and its compensation will be described in the applicable prospectus
supplement.
We may authorize underwriters, dealers
and agents to solicit from third parties offers to purchase the offered
securities under contracts providing for payment and delivery on future dates.
The applicable prospectus supplement will describe the material terms of these
contracts, including any conditions to the purchasers’ obligations, and will
include any required information about commissions we may pay for soliciting
these contracts.
In connection with the sale of the
offered securities, agents, underwriters, dealers or remarketing firms may
receive compensation from us or from purchasers of the offered securities for
whom they act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the offered securities to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers for whom
they may act as agents. Agents, underwriters, dealers and remarketing firms that
participate in the distribution of the offered securities, and any institutional
investors or others that purchase offered securities directly and then resell
the securities, may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of the
securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act.
The maximum commission or discount to
be received by any member of the Financial Industry Regulatory Authority
(“FINRA”) or independent broker-dealer will not be greater than 8% of the
initial gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415.
Agents, underwriters, dealers and
remarketing firms may be entitled under relevant agreements entered into with us
to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act or to contribution with respect to payments
which the agents, underwriters or dealers may be required to make.
Each series of the offered securities
will be a new issue and, other than the ordinary shares which are listed on the
NASDAQ Global Select Market, will have no established trading market. Any
underwriters to whom we sell the offered securities for public offering and sale
may make a market in the securities, but such underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. We
may elect to list any series of offered securities on an exchange, and in the
case of common stock, on any additional exchange, but, unless otherwise
specified in the applicable prospectus supplement, we will not be obligated to
do so. We cannot predict the liquidity of the trading market for any of the
offered securities.
In connection with an offering, the
underwriters may purchase and sell the offered securities in the open market.
These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of offered securities than they are
required to purchase in an offering. Stabilizing transactions consist of certain
bids or purchases made for the purpose of preventing or retarding a decline in
the market price of the offered securities while an offering is in
progress.
The underwriters also may impose a
penalty bid. This occurs when a particular underwriter repays to the
underwriters a portion of the underwriting discount received by it because the
underwriters have repurchased offered securities sold by or for the account of
that underwriter in stabilizing or short-covering transactions.
These activities by the underwriters
may stabilize, maintain or otherwise affect the market price of the offered
securities. As a result, the price of the offered securities may be higher than
the price that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued by the underwriters at any time. These
transactions may be effected on an exchange or automated quotation system, if
the offered securities are listed on that exchange or admitted for trading on
that automated quotation system, or in the over-the-counter market or
otherwise.
Underwriters, dealers, agents and
remarketing firms, or their affiliates, may be customers of, engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business.
EXPENSES
The following table sets forth the costs
and expenses estimated to be payable by us in connection with the issuance and
distribution of the ordinary shares being registered under this registration
statement:
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SEC
registration fee
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$
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10,695
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Legal
fees and expenses
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$
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50,000
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Accounting
fees and expenses
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$
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10,000
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Total
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$
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70,695
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We will pay for all costs, expenses and
fees in connection with the registration of the securities offered hereby. In addition, we will agreed to indemnify any selling agent or any underwriter of the
securities offered hereby
against certain liabilities in connection with the offering of the securities offered hereby. We
will pay such commissions and expenses of any selling agent or any underwriters
as we negotiate and are within the permissible limits of the compensation rules
of FINRA.
LEGAL
MATTERS
The validity of the securities offered
in this prospectus will be passed upon for us by Maples and Calder, PO Box 173, Road Town,
Tortola, VG1110, British Virgin Islands.
EXPERTS
The consolidated financial statements
as of September 30, 2008 and 2009 and for the fiscal years ended September 30,
2007, 2008 and 2009 incorporated by reference into this prospectus have been
audited by BDO Limited, an independent registered public accounting firm, to the
extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated by reference in reliance upon such report given
upon the authority of said firm as experts in auditing and
accounting.
WHERE YOU CAN
FIND MORE INFORMATION
Federal securities laws require us to
file information with the SEC concerning our business and operations.
Accordingly, we file annual and current reports with the SEC. You may read and
copy any document we file at the SEC’s public reference rooms, including those
located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms. Our SEC
filings are also available to the public from the SEC’s web site at http://www.sec.gov.
We have filed with the SEC a
registration statement on Form F-3 under the Securities Act with respect to the
securities being offering under this prospectus. This prospectus, which is a
part of that registration statement, does not include all the information
contained in the registration statement and its exhibits. For further
information with respect to our Company and the securities, you should consult
the registration statement and its exhibits. Statements contained in this
prospectus concerning the provisions of any documents are summaries of those
documents, and we refer you to the document filed with the SEC for more
information. The registration statement and any of its amendments, including
exhibits filed as a part of the registration statement or an amendment to the
registration statement, are available for inspection and copying as described
above.
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by
reference” certain information we file with them in this prospectus. This means
that we can disclose important information to you by referring you to the other
information we have filed with the SEC. The information that we incorporate by
reference is considered to be part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information.
Further, all filings we make under the Exchange Act prior to the termination of
the offering shall be deemed to be incorporated by reference into this
prospectus. The following documents filed by us with the SEC and any future
filings under Sections 13(a), 13(c) or 15(d) of the Exchange Act made prior
to the termination of this offering are incorporated by reference:
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our Annual Report on Form 20-F for
the fiscal year ended September 30, 2009, filed on January 14,
2010;
and
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the description of the Ordinary
Shares contained in our Registration Statement on Form 8-A, filed on
October 18, 2005 (SEC File No. 000-51576), and any other amendment or
report filed for the purpose of updating such description.
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This prospectus may contain information
that updates, modifies or is contrary to information in one or more of the
documents incorporated by reference in this prospectus. Reports we file with the
SEC after the date of this prospectus may also contain information that updates,
modifies or is contrary to information in this prospectus or in documents
incorporated by reference in this prospectus. Investors should review these
reports as they may disclose a change in our business, prospectus, financial
condition or other affairs after the date of this prospectus.
We will also provide electronic or
paper copies of our filings free of charge upon written or oral request. You can
request a free copy of the above filings or any filings subsequently
incorporated by reference into this prospectus by writing or calling us
at:
Origin
Agritech Limited
Attention:
Investor Relations
No.
21 Sheng Ming Yuan Road
Changping
District
Beijing
102206
People’s
Republic of China
8610-5890-7588
ENFORCEMENT OF
CIVIL LIABILITIES
We are incorporated in the British
Virgin Islands to take advantage of certain benefits associated with being a
British Virgin Islands exempted company, such as:
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political
and economic stability;
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an
effective judicial system;
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a
favorable tax system;
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the
absence of exchange control or currency restrictions;
and
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the
availability of professional and support
services.
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However, certain disadvantages
accompany organization in the British Virgin Islands. These disadvantages
include:
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the
British Virgin Islands has a less developed body of securities laws as
compared to the United States and provides significantly less protection
to investors; and
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British
Virgin Islands companies may not have standing to sue before the federal
courts of the United States.
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Our organizational documents do not
contain provisions requiring that disputes, including those arising under the
securities laws of the United States, between us, our officers, directors and
shareholders, be arbitrated.
Substantially all of our current
operations are conducted in China, and substantially all of our assets are
located in China. The majority of our directors and officers are nationals or
residents of jurisdictions other than the United States and a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for a shareholder to effect service of process within the
United States upon such persons, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state in
the United States.
We have appointed CT Corporation
System, 111 Eighth Avenue, New York, New York 10011, as our agent to receive
service of process in connection with our registration statement of which this
prospectus forms a part.
We have been informed by Maples and
Calder, our counsel as to British Virgin Islands law, that the United States and
the British Virgin Islands do not have a treaty providing for reciprocal
recognition and enforcement of judgments of U.S. courts in civil and commercial
matters and that a final judgment for the payment of money rendered by any
general or state court in the United States based on civil liability, whether or
not predicated solely upon the U.S. federal securities laws, would not be
automatically enforceable in the British Virgin Islands. We have also been
advised by Maples and Calder that a final and conclusive judgment obtained in
U.S. federal or state courts under which a sum of money is payable as
compensatory damages (i.e., not being a sum claimed by a revenue authority for
taxes or other charges of a similar nature by a governmental authority, or in
respect of a fine or penalty or multiple or punitive damages) may be the subject
of an action on a debt in the Supreme Court of the British Virgin Islands under
the common law doctrine of obligation. This type of action should be successful
upon proof that the sum of money is due and payable, without having to prove the
facts supporting the underlying judgment, as long as:
● the
foreign court issuing the judgment had jurisdiction in the matter and we either
submitted to such jurisdiction or were resident or carrying on business within
such jurisdiction and were duly served with process; and
● the
judgment was not contrary to public policy in the British Virgin Islands, was
not obtained by fraud or in proceedings contrary to the natural justice of the
British Virgin Islands, and was not based on an error in British Virgin Islands
law.
A British Virgin Islands court may
impose civil liability on us or our directors or officers in a suit brought in
the Supreme Court of the British Virgin Islands against us or these persons with
respect to a violation of U.S. federal securities laws, provided that the facts
surrounding any violation constitute or give rise to a cause of action under
British Virgin Islands law.
ORIGIN
AGRITECH LIMITED
$150,000,000
Ordinary
Shares
Preferred
Shares
Warrants
Units
PROSPECTUS
June
__, 2010
WE HAVE NOT AUTHORIZED ANY DEALER,
SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS
IS NOT AN OFFER OF THESE SECURITIES IN ANY STATE WHERE AN OFFER IS NOT
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE OF THIS
PROSPECTUS AND YOU SHOULD NOT ASSUME THAT THIS PROSPECTUS IS ACCURATE AS OF ANY
OTHER DATE.
PART
II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 8. Indemnification
of Directors and Officers
British Virgin Islands law does not
limit the extent to which a company’s articles of association may provide for
indemnification of officers and directors, except to the extent any such
provision may be held by the British Virgin Islands courts to be contrary to
public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime.
Under our Memorandum and Articles of
Association, we may indemnify our directors, officers, liquidators and agents
against expenses (including legal fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such persons in connection with
legal, administrative or investigative proceedings to which they are a party or
are threatened to be made a party by reason of their acting as our directors,
officers, liquidators or agents. To be entitled to indemnification, these
persons must have acted honestly and in good faith and in the best interest of
our company, and, in the case of criminal proceedings, they must have had no
reasonable cause to believe their conduct was unlawful.
Item 9. Exhibits
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Exhibit No.
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Description
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1.1
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Form of Underwriting
Agreement*
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3.1
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Memorandum and Articles of
Association of Origin Agritech Limited1
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3.2
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Amendment to Memorandum and
Articles of Association of Origin Agritech Limited to reflect the terms of
Preferred Shares*
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4.1
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Form of
Warrant*
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4.2
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Form of Unit
Agreement*
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5.1
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Opinion of Maples and
Calder**
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12.1
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Statements
Re: Computation of Ratio of Earnings to Fixed
Charges***
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23.1
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Consent of Maples and
Calder (included in
Exhibit 5.1)**
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23.2
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Consent of BDO
Limited**
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24.1
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Power of Attorney (included as
part of the signature page of this Registration
Statement).
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*
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To
be filed, if necessary, subsequent to the effectiveness of this
registration statement by an amendment to this registration statement or
incorporated by reference pursuant to a report on Form 6-K in connection
with the offering of securities.
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1
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Incorporated by reference to
Exhibit 1.1 of our Annual Report 20-F (File No. 000-51576 ) filed with the
Securities and Exchange Commission on July 14,
2006.
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Item 10. Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) To file a post effective amendment
to the registration statement to include any financial statements required by
Item 8.A. of Form 20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided
that the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, a post-effective amendment need not be
filed to
include financial statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(5) That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(6) That, for the purpose of
determining liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned Registrant;
(iii) the portion of any other
free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) any other communication that
is an offer in the offering made by the undersigned Registrant to the
purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The
undersigned registrant hereby undertakes:
(1) For purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act will be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(e) The
undersigned registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture
Act.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies it has reasonable grounds to
believe that it meets all of the requirements for filing this Amendment No. 2 to
Form F-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s
Republic of China on June 3, 2010.
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ORIGIN
AGRITECH LIMITED.
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By:
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/s/ Liang Yuan
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Liang
Yuan
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Chief
Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Liang Yuan
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President,
Chief Executive Officer and
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June
3, 2010
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Liang
Yuan
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Director
(Principal Executive Officer)
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/s/ Irving Kau
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Acting
Chief Financial Officer (Principal
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June
3, 2010
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Irving
Kau
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Financial
Officer, Principal Accounting Officer and Authorized Representative in the
United States)
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/s/ *
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Chairman
of the Board
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June
3, 2010
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Gengchen
Han
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/s/ *
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Vice
Chairman of the Board
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June
3, 2010
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Yasheng
Yang
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/s/ *
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Director
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June
3, 2010
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Bailiang
Zhang
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/s/ *
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Director
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June
3, 2010
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James
Kang
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/s/ *
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Director
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June
3, 2010
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Min
Tang
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/s/ *
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Director
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June
3, 2010
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Yingqi
Xia
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/s/ *
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Director
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June
3, 2010
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Michael
W. Trimble
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/s/ *
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Director
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June
3, 2010
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Remo
Richli
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*
Executed by Power of Attorney filed Exhibit 24.1
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By:
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/S/ Liang Yuan
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Liang
Yuan, Attorney-in-Fact
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EXHIBITS
INDEX
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Exhibit No.
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Description
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1.1
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Form
of Underwriting Agreement*
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3.1
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Memorandum
and Articles of Association of Origin Agritech Limited1
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3.2
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Amendment
to Memorandum and Articles of Association of Origin Agritech Limited to
reflect the terms of Preferred Shares*
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4.1
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Form
of Warrant*
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4.2
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Form
of Unit Agreement*
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5.1
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Opinion
of Maples and Calder**
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12.1
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Statements
Re: Computation of Ratio of Earnings to Fixed
Charges***
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23.1
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Consent
of Maples and Calder (included in Exhibit 5.1)**
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23.2
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Consent
of BDO Limited**
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24.1
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Power
of Attorney (included as part of the signature page of this Registration
Statement).
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*
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To
be filed, if necessary, subsequent to the effectiveness of this
registration statement by an amendment to this registration statement or
incorporated by reference pursuant to a report on Form 6-K in connection
with the offering of securities.
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1
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Incorporated
by reference to Exhibit 1.1 of our Annual Report 20-F (File No. 000-51576
) filed with the Securities and Exchange Commission on July 14,
2006.
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