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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZINDART LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER.)
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HONG KONG 3944 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NUMBER)
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FLAT C & D, 25/F BLOCK 1, TAI PING INDUSTRIAL CENTRE
57 TING KOK ROAD, TAI PO, N.T., HONG KONG
GENERAL: 011-852-2665-6992
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CT CORPORATION SYSTEM
1733 BROADWAY, NEW YORK, NEW YORK 10019
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
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LIOR O. NUCHI, ESQ. AUGUST J. MORETTI, ESQ.
DANIEL D. MEYERS, ESQ. SIMON C. LUK, ESQ.
ELAN Q.G. NGUYEN, ESQ. TIMOTHY G. HOXIE, ESQ.
MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP DAWN L. JUDD, ESQ.
ONE EMBARCADERO PLACE HELLER EHRMAN WHITE & MCAULIFFE
2100 GENG ROAD, SUITE 200 525 UNIVERSITY AVENUE
PALO ALTO, CA 94303-0913 PALO ALTO, CA 94301
(415) 846-4000 (415) 324-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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, please check the following box. [ ]
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
registration statement for the same offering. [X] 333-17973
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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Ordinary Shares represented by
American Depositary Shares(2)............ 115,000 $12.00 $1,380,000 $418.18
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(1) Includes (a) 100,000 Ordinary Shares represented by 100,000 American
Depositary Shares that are to be sold in the Offering, and (b) 15,000
Ordinary Shares represented by 15,000 American Depositary Shares that the
Underwriters may purchase to cover over-allotments, if any.
(2) A separate Registration Statement on Form F-6 has been filed with respect to
the American Depositary Shares evidenced by American Depositary Receipts
issuable upon deposit of the Ordinary Shares registered hereby. Each
American Depositary Share will represent one Ordinary Share.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form F-1. Incorporated by reference herein is, in its
entirety, the Registration Statement on Form F-1 (File No. 333-17973) of
Zindart Limited, which was declared effective by the Securities and Exchange
Commission on February 27, 1997.
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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 a Registration Statement pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, on Form F-1 and has caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hong Kong, on March 3, 1997.
(Registrant)
ZINDART LIMITED
By /s/ GEORGE K.D. SUN
George K.D. Sun
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ GEORGE K.D. SUN Chief Executive Officer and March 3, 1997
- ---------------------------------------- Director (Principal Executive
George K.D. Sun Officer)
/s/ FEATHER S.Y. FOK Chief Operating Officer, Chief March 3, 1997
- ---------------------------------------- Financial Officer and Director
Feather S.Y. Fok (Principal Financial Officer)
/s/ VICKIE W.K. SO Financial Controller (Principal March 3, 1997
- ---------------------------------------- Accounting Officer)
Vickie W.K. So
/s/ ALEXANDER M.K. NGAN Director March 3, 1997
- ----------------------------------------
Alexander M.K. Ngan
/s/ GEORGE VOLANAKIS Director March 3, 1997
- ----------------------------------------
George Volanakis
/s/ TONY D.H. LAI Director March 3, 1997
- ----------------------------------------
Tony D.H. Lai
/s/ ROBERT A. THELEEN Authorized U.S. Representative, March 3, 1997
- ---------------------------------------- Director
Robert A. Theleen
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
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5.1 -- Opinion of Robert W.H. Wang & Co., Hong Kong counsel to the Company as to
certain legal matters with respect to the legality of the Shares
8.1 -- Opinion of McCutchen, Doyle, Brown & Enersen, LLP, as to certain tax matters in
the United States
8.2 -- Opinion of Guangzhou Law Office, the PRC counsel to the Company, as to certain
tax matters in the PRC
23.1 -- Consent of Arthur Andersen & Co., independent auditors
23.2 -- Consent of Robert W.H. Wang & Co. (included in Exhibit 5.1)
23.3 -- Consent of McCutchen, Doyle, Brown & Enersen, LLP (included in Exhibit 8.1)
23.4 -- Consent of Guangzhou Law Office (included in Exhibit 8.2)
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Exhibit 5.1
[ROBERT W.H. WANG & CO. LETTERHEAD]
March 3, 1997
Zindart Limited
Flat C & D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road
Tai Po, New Territories
Hong Kong
Ladies and Gentlemen:
We have acted as Hong Kong counsel for Zindart Limited, a limited liability
company incorporated under the Companies Ordinance of Hong Kong (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's registration
statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the offering of 115,000 American Depositary
Shares (the "ADSs") of the Company each representing One Ordinary Share, par
value US $0.065 per share (the "Shares"). This registration statement is filed
in connection with the registration statement on Form F-1 (Registration Number
333-17973)(the "Registration Statement").
We have reviewed the originals or copies, certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below. In particular, we have examined a copy of a directors'
resolution dated March 3, 1997 ("Resolution").
Based upon the foregoing, and subject to further qualifications set forth
below, we are of the opinion that:
1. the Shares comprise authorized share capital of the Company, which the
directors have authority to issue subject to the terms of the Resolution
authorized. When the Shares have been issued by the Company pursuant thereto and
duly delivered to and paid for by the purchasers thereof, the Shares will be
legally issued, fully paid and nonassessable; and
2. the statements under the headings "Risk Factors -- Taxation," "Taxation --
Hong Kong Taxation," "Description of Shares," and "Certain Foreign Issuer
Considerations" are accurate and fair. The statements under the
heading "Taxation -- Hong Kong Taxation" are incorporated and adopted herein as
our opinion.
This opinion is confined to and given on the basis of the laws of Hong Kong in
force at and as interpreted at the date of this opinion, and we express no
opinion in respect of those matters governed by or construed in accordance with
the laws of any jurisdiction other than Hong Kong.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and the opinion expressed
under the headings "Enforceability of Civil Liabilities," "Taxation," "Legal
Matters" and elsewhere as it appears in the Prospectus, without thereby
admitting that we are "experts" under the Securities Act or the rules and
regulations of the Commission thereunder for purposes of any part of the
Registration Statement.
Yours sincerely,
/s/ Robert Wang Co.
Robert W.H. Wang & Co.
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[McCUTCHEN LOGO]
Exhibit 8.1
March 3, 1997
Zindart Limited
Flat C & D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road
Tai Po, N.T.
Hong Kong
REGISTRATION STATEMENT ON FORM F-1
Gentlemen:
You have requested our opinion regarding certain United States federal
income tax considerations in connection with the offering of American
Depositary Shares representing Ordinary Shares of Zindart Limited, a Hong Kong
corporation, pursuant to a registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933 in connection with the registration statement
on Form F-1 (No. 333-17973) as filed with the Securities and Exchange
Commission (the "Registration Statement").
In our opinion, the discussions in the prospectus forming part of the
Registration Statement (the "Prospectus") under the headings "TAXATION --
United States Federal Income Taxation" and "TAXATION -- Special United States
Income Tax Considerations," fairly summarize the United States federal income
tax considerations that are likely to be material to a beneficial owner of the
American Depositary Shares or the Ordinary Shares, and are incorporated and
adopted herein as our opinion.
We are qualified to practice law only in the State of California, and
we express no opinion on the law of any jurisdiction other than the laws of the
State of California and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the references to the name of our firm therein and
under the captions "TAXATION" and "LEGAL MATTERS" in the Prospectus, without
thereby admitting that we are "experts" under the Act or the rules and
regulations of the Commission thereunder for the purposes of any part of the
Registration Statement.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By: /s/ Roger D. Ehlers
--------------------------------
A Member of the Firm
[McCUTCHEN LETTERHEAD]
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Exhibit 8.2
[GUANGZHOU LAW OFFICE LETTERHEAD]
March 3, 1997
Zindart Limited
Flat C & D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road
Tai Po, New Territories
Hong Kong
Ladies and Gentlemen:
We have acted as counsel in the People's Republic of China (the "PRC")
for Zindart Limited, a limited liability company incorporated under the
Companies Ordinance of Hong Kong (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of the Company's registration statement pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the offering of the Company's American Depositary Shares (the "ADSs") each
representing One Ordinary Share, par value US $0.065 per share (the "Shares"),
issued pursuant to the Deposit Agreement to be entered into between the
Company, Bank of New York as Depositary, and the holders from time to time of
ADSs issued thereunder. This registration statement is filed in connection with
the registration statement on Form F-1 (Registration Number 333-17973)(the
"Registration Statement").
We have reviewed the originals or copies, certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below.
Based upon the foregoing, and subject to further qualifications set forth below,
We are of the opinion that the statements in the Prospectus under the caption
"Risk Factors -- Taxation," "Environmental Matters," "Business --
Environmental Matters," and "Taxation -- PRC Taxation" are accurate, complete
and fair. The statements under the heading "Taxation -- PRC Taxation" are
incorporated and adopted herein as our opinion.
This opinion is confined to and given on the basis of the laws of the PRC, and
we express no opinion in respect of those matters governed by or construed in
accordance with the laws of any jurisdiction other than the PRC.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and the opinion expressed
under the headings "Enforceability of Civil Liabilities," "Taxation," "Legal
Matters" and elsewhere as it appears in the Prospectus, without thereby
admitting that we are "experts" under the Securities Act or the rules and
regulations of the Commission thereunder for purposes of any part of the
Registration Statement.
Yours sincerely,
/s/ Guangzhou Law Office
Guangzhou Law Office
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Exhibit 23.1
[ARTHUR ANDERSEN & CO. LETTERHEAD]
March 3, 1997
The Directors
Zindart Limited
Flat C & D, 25/F.
Tai Ping Industrial Centre - Block 1
57 Ting Kok Road
Tai Po
New Territories
Hong Kong
Dear Sirs,
As independent public accountants, we hereby consent to the use of our
reports, including our report dated January, 31, 1997, and to all references to
our Firm included in or made a part of the Registration Statement on Form F-1
filed pursuant to Rule 462(b) under the Securities Act of 1933. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
Very truly yours,
/s/ ARTHUR ANDERSEN & CO.
