Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
April 28 2014 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013.
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from to
Commission file number: 001-34943
RDA MICROELECTRONICS, INC.
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(Exact name of Registrant as specified in its charter)
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N/A
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(Translation of Registrants name into English)
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Cayman Islands
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(Jurisdiction of incorporation or organization)
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6/F, Building 4, 690 Bibo Road
Pudong District, Shanghai 201203
The Peoples Republic of China
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(Address of principal executive offices)
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Lily Li Dong
Tel: +86 (21) 5027-1108
E-mail: lily.dong@rdamicro.com
Fax: +86 (21) 5027-1099
6/F, Building 4, 690 Bibo Road
Pudong District, Shanghai 201203
The Peoples Republic of China
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of exchange on which registered
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American depositary shares
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The NASDAQ Stock Market
(The NASDAQ Global Select Market)
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Ordinary shares, par value $0.01 per share
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The NASDAQ Stock Market
(The NASDAQ Global Select Market)*
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*Not for trading, but only in connection with the listing on The NASDAQ Stock Market of the American depositary shares, each representing six ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
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278,514,322 ordinary shares, par value $0.01 per share, as of December 31, 2013.
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Yes
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No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
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International Financial Reporting Standards as issued
by the International Accounting Standards Board
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Other
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If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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Item 17
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Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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No
Explanatory Note
This Amendment No. 1 on Form 20-F/A (the Amendment No. 1) to the annual report on Form 20-F for RDA Microelectronics, Inc. (the Company) for the fiscal year ended December 31, 2013 filed on April 8, 2014 (the 2013 Form 20-F) is being filed solely for the purpose of providing a new Item 10.J: Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act.
This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2013, filed on April 8, 2014.
Other than as expressly set forth above, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the Companys 2013 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Companys 2013 Form 20-F or reflect any events that have occurred after the 2013 Form 20-F was filed on April 8, 2014. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to April 8, 2014. Accordingly, this Amendment No. 1 should be read in conjunction with the 2013 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to April 8, 2014, including any amendments to such documents.
10.J.
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
Pursuant to Section 13(r) of the Securities Exchange Act of 1934, we are required to disclose in our annual reports to the SEC whether we or any of our affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term affiliate broadly, it includes any entity under common control with us (and the term control is also construed broadly by the SEC).
We have been informed by Warburg Pincus that its affiliates beneficially own more than 10% of the equity interests and have the right to designate members of the board of directors of Endurance International Group, or EIG, and Santander Asset Management Investment Holdings Limited, or SAMIH, and that EIG and SAMIH have in the past identified limited instances of non-compliance with U.S. export controls and trade and economic sanctions laws, including the U.S. Commerce Departments Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Departments Office of Foreign Assets Control. Given the Warburg Pincus entities shareholding in us and their appointment of directors on our board of directors, EIG and SAMIH may be deemed to be under common control with us; however, this statement is not meant to be an admission that common control exists.
EIG, SAMIH or their respective affiliates have disclosed the instances in their filings with the SEC. The disclosure does not relate to any activities conducted by us and does not involve our management. We have not had any involvement in the disclosed activities of EIG or SAMIH, and we have not independently verified or participated in the preparation of the disclosure. We are not representing as to the accuracy or completeness of the disclosure, nor do we undertake any obligation to correct or update it.
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ITEM 19.
EXHIBITS
Exhibit
Number
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Description of Document
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1.1
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Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-170063))
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2.1
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Registrants Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No. 333-170063))
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2.2
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Registrants Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-170063))
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2.3
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Deposit Agreement among the Registrant, Citibank N.A. as depositary, and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated as of November 9, 2010 (incorporated by reference to Exhibit 2.3 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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2.4
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Second Amended and Restated Shareholders Agreement dated as of February 25, 2010 among the Registrant, certain of the Registrants ordinary shareholders and all of its preferred shareholders and RDA Microelectronics (BVI) Inc., RDA International, Inc., RDA Technologies Limited, RDA Microelectronics (Shanghai) Ltd. and RDA Microelectronics (Beijing) Co., Ltd. (incorporated herein by reference to Exhibit 4.4 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.1
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2005 Share Option Scheme (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File. No. 333-170063))
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4.2
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2009 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.3
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Form of Indemnification Agreement with the Registrants directors (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.4
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Form of Employment Agreement between the Registrant and an Executive Officer of the Registrant (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.5
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Technology License Agreement between the Registrant and ARM Limited dated February 26, 2008 (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.6
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Annex to Technology License Agreement between the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by reference to Exhibit 10.6 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.7
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Annex to Technology License Agreement between the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by reference to Exhibit 10.7 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.8
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Distribution Agreement dated as of June 3, 2005 between RDA Microelectronics (BVI) Inc. (formerly known as RDA Microelectronics, Inc.) and Arrow Asia Pacific Inc. (incorporated herein by reference to Exhibit 10.8 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.9
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Distribution Agreement dated as of March 25, 2008 between RDA Technologies Limited and Auctus Technologies (Hong Kong) Limited (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.10
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Distribution agreement dated as of May 6, 2008 between RDA Technologies Limited and Giatek Corporation Ltd. (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.11
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License Agreement dated as of May 12, 2010, between RDA Technologies Limited and Silicon Laboratories Inc.
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3
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(incorporated herein by reference to Exhibit 10.11 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.12
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Distribution Agreement dated as of September 3, 2010 between RDA Technologies Limited and China Achieve Limited (incorporated herein by reference to Exhibit 10.12 to the registration statement on Form F-1, as amended (File No. 333-170063))
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4.13
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IP Block License and Development Agreement dated as December 29, 2011, between RDA Technologies Limited and Trident Microsystems (Far East) Ltd., as amended on December 30, 2011 (incorporated by reference to Exhibit 4.13 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 16, 2012)
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4.14
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Annex to Technology License Agreement between the Registrant and ARM Limited dated December 21, 2012 (incorporated by reference to Exhibit 4.14 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.15
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Annex to Technology License Agreement between the Registrant and ARM Limited dated December 21, 2012 (incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.16
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.16 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.17
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.17 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.18
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.18 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.19
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.20
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.20 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.21
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Annex to Technology License Agreement between the Registrant and ARM Limited dated February 9, 2012 (incorporated by reference to Exhibit 4.21 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.22
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Asset Purchase Agreement by and among RDA Microelectronics, Inc., Coolsand Holdings Co., Ltd., Masshall Limited and Coolsand Technologies (Hong Kong) Limited, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.22 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.23
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Intellectual Property Assignment by and among RDA Microelectronics, Inc., Coolsand Holdings Co., Ltd., Masshall Limited and Coolsand Technologies (Hong Kong) Limited, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.23 of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2013)
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4.24
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Agreement and Plan of Merger by and among Tsinghua Unigroup Ltd. and RDA Microelectronics, Inc., dated as of November 11, 2013 (incorporated herein by reference to Exhibit 99.2 of Form 6-K (File No. 001-34943) filed with the SEC on November 12, 2013)
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4.25
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Amendment to the Agreement and Plan of Merger by and among Tsinghua Unigroup Ltd. and RDA
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4
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Microelectronics, Inc., dated as of December 20, 2013
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8.1
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Subsidiaries of the Registrant
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11.1
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Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1, as amended (File No. 333-170063))
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12.1*
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Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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12.2*
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Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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13.1*
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Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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13.2*
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Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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15.1
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Consent of Jun He Law Offices
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15.2
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Consent of Conyers Dill & Pearman (Cayman) Limited
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15.3
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Consent of Independent Registered Public Accounting Firm
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
Filed with this annual report on Form 20-F/A
Confidential treatment requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted and submitted separately to the Securities and Exchange Commission.
5
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: April 28, 2014
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RDA MICROELECTRONICS, INC.
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By:
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/s/ Shuran Wei
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Name:
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Shuran Wei
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Title:
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Chief Executive Officer
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6
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