As filed with the Securities and Exchange Commission on September 25, 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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ASIA ELECTRONICS HOLDING CO. INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
3679 13-3932739
British Virgin Islands
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
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c/o Harney, Westwood
& Riegels
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola CT Corporation System
1633 Broadway
British Virgin Islands New York, New York 10019
(809) 494-2233 (212) 315-7890
(Address, including zip code, and telephone number, (Name, address, including zip code and telephone number
including area code, of registrant's principal including area code, of agent for service)
executive offices)
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Copies to:
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Edward W. Kerson, Esq. Shari K. Krouner, Esq.
Proskauer Rose LLP Kramer, Levin, Naftalis & Frankel
1585 Broadway 919 Third Avenue
New York, New York 10036-8299 New York, New York 10022
(212) 969-3000 (212) 715-9100
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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.
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: [X]
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: [X] 333-30743
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 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
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share or Note Price Registration Fee
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Common Stock, par value $0.01 per share (1) 690,000 $ 8.00 $5,520,000.00 $1,672.73
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Representatives' Options (2) 35,500 $0.001 $35.50 $0.01
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Shares Underlying the Representatives' Options (3) 35,500 $13.20 $468,600.00 $142.00
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Advisor Options (4) 24,500 $0.001 $24.50 $0.01
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Shares Underlying the Advisor Options 24,500 $13.20 $323,400.00 $98.00
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Total -- -- $6,312,060.00 $1,912.75
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(1) Includes an aggregate of 90,000 shares of Common Stock that may be sold in
this Offering pursuant to the Underwriters' over-allotment option. See
"Underwriting."
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed with respect to Rule 462(b).
Incorporated by reference herein is in its entirety, the Registration Statement
on F-1 (Registration No. 333-30743) of Asia Electronics Holding Co. Inc. which
was declared effective by the Securities and Exchange Commission on September
24, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Xianyang, People's Republic of China, on this 25th
day of September, 1997.
ASIA ELECTRONICS HOLDING CO. INC.
By: /s/ Du Qingsong*
----------------------------------
Du Qingsong
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in their capacities on
September 25, 1997.
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/s/ Du Qingsong*
- ---------------------------- Chairman of the Board and Chief Executive
Du Qingsong Officer (Principal Executive Officer)
/s/ Li Lianjie*
- ---------------------------- Vice Chairman of the Board and Chief
Li Lianjie Operating Officer
/s/ Mary Xia
- ---------------------------- Authorized Representative in the United States,
Mary Xia Director
/s/ To Shing Hoi*
- ---------------------------- Director
To Shing Hoi
/s/ Fan Baiyan*
- ---------------------------- Chief Financial Officer (Principal Accounting and
Fan Baiyan Financial Officer)
/s/ Hou Yibin*
- ---------------------------- Director
Hou Yibin
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* By Mary Xia, as Attorney-in-Fact
II-1
<PAGE>
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Harney, Westwood & Riegels
23.1 Consent of Harney, Westwood & Riegels (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen & Co.
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[Letterhead for Harney, Westwood & Riegels]
25th September, 1997
Asia Electronics Holding Co. Inc.
c/o Harney, Westwood & Riegels
Craigmuir Chambers
P. O. Box 71
Road Town, Tortola
British Virgin Islands
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by Asia Electronics
Holding Co. Inc., a British Virgin Islands company (the "Company"), of a
Registration Statement on Form F-1, as amended (the "Registration Statement")
with the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933 (the "Securities Act") with respect to an additional
750,000 shares, per value $.01 per share, of the Company (the "Shares"). The
Registration Statement relates to the same offering as described in Registration
Statement No. 333-30743.
We are barristers and solicitors licenced to practise in the British Virgin
Islands and in such capacity render the forthcoming opinion. We express no
opinion as to the laws of any jurisdiction other than the laws of the British
Virgin Islands.
We have examined such records, documents and other instruments as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth
including:
(a) the Memorandum and Articles of Association and Certificate of Incorporation
of the Company;
(b) a copy of the Register of Directors of the Company filed at the Companies
Registry on 19th February, 1997;
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Asia Electronics Holding Co. Inc.
Page 2
25th September, 1997
(c) a facsimile copy of the resolutions of the directors of the Company
authorising, inter alia, the filing of a Registration Statement and the
offering of the Shares; and
(d) a certified, true copy of the Share Register of the Company as at 16th
September, 1997.
We have also assumed without investigation the authenticity of any document
submitted to us as an original, the conformity to originals of any document
submitted to us as a copy, the authenticity of the originals of such latter
documents, the genuineness of all signatures and the legal capacity of natural
persons signing such documents.
Based on the foregoing, and in reliance thereon, we are of the opinion that the
Shares (to the extent issued and sold by the Company) have been duly authorized
and, when issued and delivered in accordance with the underwriting agreement as
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the captions
"Enforceability of Civil Liabilities and Certain Foreign Issuer Considerations",
"Capital Stock", "British Virgin Islands Taxation" and "Legal Matters" in the
Prospectus contained in the Registration Statement. In so doing, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Yours faithfully,
HARNEY, WESTWOOD & RIEGELS
/s/ Hazel-Dawn Hewlett
[Logo for Arthur Andersen]
----------------------------
Arthur Andersen & Co
Certified Public Accountants
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25/F Wing On Centre
111 Connaught Road Central
Hong Kong
September 25th, 1997
The Directors
Asia Electronics Holdings Co. Inc.
Xianyang Daming Electronic Co., Ltd.
Xianyang Yongxin Electronic Co., Ltd.
Xianyang Dnon Tech Special Electro Technique Co., Ltd.
Yantai Daewoo Electronic Components Co., Ltd.
70 Weiyang Road West
Xianyang
The People's Republic of China
Dear Sirs,
As independent public accountants, we hereby consent to the incorporation of our
reports dated August 15, 1997 included in Asia Electronics Holdings Co. Inc.'s
Registration Statement pursuant to Rule 462(b) and to all the references to our
Firm included in the Registration Statement dated September 25, 1997.
Very truly yours,
/s/ Arthur Andersen & Co.
