Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities Under Section 12(g) (15f-12g)
14 12월 2012 - 2:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE
ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES
UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION
13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
001-10559
HUTECH21 CO., LTD.
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(Exact name of registrant as specified in its charter)
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P.O. Box 3483
Road Town
Tortola
British Virgin Islands
+82 2 2107 7200
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(Address, including zip code, and telephone
number, including area code, of
registrant’s principal executive
offices)
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Common Shares, $0.0001 par value
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(Title of each class of securities covered by this Form)
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Place an X in the appropriate box (es)
to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
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Rule
12h-6(a)
x
(for equity securities)
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Rule
12h-6(d)
o
(for successor registrants)
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Rule
12h-6(c)
o
(for debt securities)
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Rule
12h-6(i)
o
(for prior Form 15 filers)
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__________________________
Copies to:
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Martin & Pritchett, P.A.
Securities Attorneys
16810 Kenton Drive, Suite 160
Huntersville, NC 28078
Telephone: (704) 584-0268
Facsimile: (704) 895-1528
PART I
Item 1.
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Exchange Act Reporting History
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Hutech21
Co., Ltd. (the “Company”) is a company incorporated under the laws of the British Virgin Islands (“BVI”)
due to redomestication, pursuant to which the Company filed Articles of Conversion with the State of Nevada, reporting its conversion
from Nevada and continuation to the British Virgin Islands (“BVI”), effective as of January 19, 2011 (the “Redomestication”).
The Company first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
as amended (the “Exchange Act”) on August 10, 1992, the date that its registration statement on Form 10-SB (SEC File
No. 001-10559) was declared effective by the Securities and Exchange Commission (the “Commission”).
The
Company has filed or submitted all reports required under section 13(a) or section 15(d) of the Exchange Act and the Securities
and Exchange Commission (the “Commission”) rules there under (the “Exchange Act Rules”) for the 12 months
preceding the filing of this form, except for its annual report on Form 20F for the fiscal year ended December 31, 2011.
Item 2.
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Recent United States Market Activity
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The
Company has never sold securities in the United States in a registered offering under the Securities Act of 1933, as amended.
Item 3.
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Foreign Listing and Primary Trading Market
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Not applicable.
Item 4.
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Comparative Trading Volume Data
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Not applicable.
Item 5.
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Alternative Record Holder Information
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As
of December 13, 2012, there were 57 round lot holders of the Company’s Common Shares on a worldwide basis. The Company relied
on Guardian Registrar & Transfer, Inc. to determine the number of holders of its equity securities.
Not applicable.
Item 7.
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Notice Requirement
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The
Company plans to issue a press release announcing its intent to terminate its registration of Common Shares under Section 12(g)
of the Exchange Act, and its duty to file reports under Section 13(a) of the Exchange Act.
A copy of this press release is annexed hereto as Exhibit 99.1.
Item 8.
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Prior Form 15 Filers
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Not Applicable.
PART II
Item 9.
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Rule 12g3-2(b) Exemption
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The Company will
publish the information required to maintain the exemption under Rule 12g3-2(b) on the System for Electronic Document Analysis
and Retrieval (SEDAR) at the following website:
http://www.sedar.com
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PART III
99.1 Press release of Hutech21 Co., Ltd.
entitled “Hutech21 Co., Ltd. Announces Intention to Terminate its Securities and Exchange Commission Reporting Obligations
in the United States" dated December ___, 2012.
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination
of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time
of the filing of the Form 15F:
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1.
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The
average
daily
trading
volume
of
its
subject
class
of
securities
in
the
United
States
exceeded
5 percent
of
the
average
daily
trading
volume
of
that
class
of
securities
on
a
worldwide
basis
for
the
same
recent
12-month
period
that
the
issuer
used
for
purposes
of
Rule 12h-6(a)(4)(i);
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2.
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Its
subject
class
of
securities
was
held
of
record
by
300
or
more
United
States
residents
or
300
or
more
persons
worldwide,
if
proceeding
under
Rule
12h-6(a)(4)(ii)
or
Rule
12h-6(c);
or
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3.
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It
otherwise
did
not
qualify
for
termination
of
its
Exchange
Act
reporting
obligations
under
Rule 12h-6.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Hutech21 Co., Ltd. has duly authorized the undersigned person to sign
on its behalf this certification on Form 15F. In so doing, Hutech21 Co., Ltd. certifies that, as represented on this Form,
it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the
Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
HUTECH21 CO., LTD.
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By: /s/ Vicky Chen
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Chief Executive Officer;
Chief Financial Officer
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Date: December 13, 2012
Hutech21 (CE) (USOTC:CLGZF)
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