ASIA ELECTRONICS HOLDING CO INC
8-A12G, 1997-08-18
ELECTRONIC COMPONENTS, NEC
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                                   FORM 8-A


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                       ASIA ELECTRONICS HOLDING CO. INC.
            (Exact name of registrant as specified in its charter)




<TABLE>
<S>                                         <C>
 British Virgin Islands                     13-3932739
(State of organization or incorporation)    (I.R.S. Employer Identification No.)
          c/o Harney Westwood & Riegels
 Craigmuir Chambers
 P.O. Box 71
 Road Town, Tortola
British Virgin Islands                      Not Applicable
(Address of principal executive offices)    (Zip code)
</TABLE>

       Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<S>                               <C>
          Title of each class     Name of each exchange on which
          to be so registered     each class is to be registered
 None
</TABLE>

     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. | |

     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. | |



       Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.01 per share
                               (Title of Class)



<PAGE>

                            INFORMATION REQUIRED IN
                            REGISTRATION STATEMENT



Item 1:  Description of Registrant's Securities to be Registered.


        The information set forth in the Prospectus contained in the
        Registrant's Registration Statement on Form F-1 (Registration No.
        333-30743) filed July 3, 1997, as amended (the "Registration
        Statement") beneath the caption "Capital Stock," is incorporated herein
        by reference and made a part hereof.



Item 2:  Exhibits
     3.1*  Articles of Association of the Company
     3.2*  Memorandum of Association of the Company
     10.2* 1997 Employee Stock Option Plan
     10.3* Shareholders' Agreement



- - -----------
   
*  Previously filed with the Securities and Exchange Commission as exhibits to
    the Registration Statement. Such exhibits are incorporated herein by
    reference.
    





                                   SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


   
                                     ASIA ELECTRONICS HOLDING CO. INC.





                                     By: /s/ Du Qingsong*
    

                                          Du Qingsong
                                          Chairman and Chief Executive Officer

   
     Dated: August 15, 1997
    









*By Mary Xia, as Attorney-in-Fact



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