Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 20-F/A
 
(Amendment No. 1)
 
 ¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal year ended September 30, 2011
 
OR
 
 ¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________ to _________________
 
 ¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report             
 
Commission file number: 001-34738

Kingtone Wirelessinfo Solution Holding Ltd
 (Exact name of Registrant as specified in its charter)
 
Not applicable
(Translation of Registrant’s name into English)

British Virgin Islands
  
3rd Floor, Borough A, Block A. No.181, South Taibai Road
Xi’an, Shaanxi Province
People’s Republic of China 710065
(Jurisdiction of incorporation or organization)
  
(Address of principal executive offices)
 
Ms. Li Wu
3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065
Tel: (86) 29-88266368
(Name, telephone, facsimile number and address of company contact person)

 
 
 
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
Ordinary shares, par value $.001 per share
American Depositary Shares, each representing
one Ordinary Share
None
 
NASDAQ Capital Market
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. — 14,050,000 Ordinary Shares, including 7,143,750 Ordinary Shares represented by 7,143,750 American Depositary Shares outstanding as of September 30, 2011.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ¨   Yes    x  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.    ¨  Yes    x  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.    x  Yes    ¨  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).    ¨  Yes   ¨   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  ¨                 Accelerated filer  ¨                 Non-accelerated filer  x
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
 
U.S. GAAP  x
  
International Financial Reporting Standards as issued
by the International Accounting Standards Board  ¨
  
Other  ¨
 
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.    Item 17  ¨    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).    ¨  Yes    x  No

 
 
 

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 20-F for the fiscal year ended September 30, 2011, which we filed with the Securities and Exchange Commission (the “Commission”) on January 4, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101.

No other changes have been made to our Annual Report on Form 20-F. This Amendment No. 1 does not reflect events that have occurred after the January 4, 2012 filing date of our Annual Report on Form 20-F, or modify or update the disclosures therein, except to reflect the amendment described above.

Item 19.  Exhibits.

Exhibit
Number
  
Description
     
1.1*
  
Amended and Restated Memorandum of Association and Articles of Association of Kingtone Wirelessinfo Solution Holding Ltd., dated March 25, 2010 and as currently in effect.
     
2.1*
  
Deposit Agreement among the Company, depositary and holders of the American Depositary Receipts.
     
2.2*
  
Form of American Depositary Receipt.
     
2.3*
  
English translation of Entrusted Management Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd., Xi’an Kingtone Information Technology Co., Ltd. and the shareholders of Xi’an Kingtone Information Technology Co., Ltd.
     
3.1*
  
English translation of Shareholder’s Voting Proxy Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd., Xi’an Kingtone Information Technology Co., Ltd. and the shareholders of Xi’an Kingtone Information Technology Co., Ltd.
     
4.1*
  
English translation of Exclusive Technology Service Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd. and Xi’an Kingtone Information Technology Co., Ltd.
     
4.2*
  
English translation of Exclusive Option Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd., Xi’an Kingtone Information Technology Co., Ltd. and the shareholders of Xi’an Kingtone Information Technology Co., Ltd.
     
4.3*
  
English translation of Equity Pledge Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd., Xi’an Kingtone Information Technology Co., Ltd. and the shareholders of Xi’an Kingtone Information Technology Co., Ltd.
     
4.4*
  
English translation of Loan Agreement dated September 14, 2009 between Xi’an Kingtone Information Technology Co., Ltd. and Xian City Commercial Bank.
     
4.5*
  
English translation of Mortgage Agreement dated September 14, 2009 between Xi’an Kingtone Information Technology Co., Ltd. and Xian City Commercial Bank.
     
4.6*
  
English translation of Form of Employment Agreement entered into between the Company and the Company’s executive officers.
     
4.7*
  
English translation of Material Purchase Contract dated April 30, 2009 between Xi’an Kingtone Information Technology Co., Ltd. and Xi’an Product Petroleum Pipe Transportation Project Management Department of Shanxi Chemical Construction YanLian.
     
4.11*
  
2010 Omnibus Incentive Plan of the Company.
     
4.12**
  
English translation of Project Construction Contract dated August 10, 2010 between Xi’an Hu County Yuxing Agriculture Science & Technology Co., Ltd. and Xi’an Kingtone Information Technology Co., Ltd.

 
1
 

4.13**
  
English translation of Lease Agreement dated September 30, 2010 between Shaanxi TechTeam Jinong Humid Acid Product Co., Ltd. and Xi’an Kingtone Information Technology Co., Ltd.

   
List of Subsidiaries
     
21.1*
  
Topsky Info-tech Holdings Pte Ltd, a Singapore company.
   
Xi’an Softech Co., Ltd., a PRC company
   
Xi’an Kingtone Information Technology Co., Ltd., a PRC company (a variable interest entity)
     
11.1*
  
Code of Ethics
     
12.1***
  
Certification of Chief Executive Officer required by Rule 13a-14(a).
     
12.2***
  
Certification of Chief Financial Officer required by Rule 13a-14(a).
     
13.1***
  
Certification of Chief Executive Officer required by Rule 13a-14(a).
     
13.2***
  
Certification of Chief Financial Officer required by Rule 13a-14(a).
     
101.INSv
  
XBRL Instance Document.
     
101.SCHv
  
XBRL Taxonomy Extension Schema Document.
     
101.CALv
  
XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.DEFv
  
XBRL Taxonomy Extension Definition Linkbase Document.
     
101.LABv
  
XBRL Taxonomy Extension Label Linkbase Document.
     
101.PREv
  
XBRL Taxonomy Extension Presentation Linkbase Document.
 
*
Previously filed as an exhibit to our Registration Statement on Form F-1 (Reg. No. 333-166056) filed with the Securities and Exchange Commission and incorporated herein by reference.
**
Previously filed as exhibits to our Transition Report on Form 20-F filed with the Securities and Exchange Commission on January 20, 2011 and incorporated herein by reference.

***
Previously filed as exhibits to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on January 4, 2012 and incorporated herein by reference.

v     XBRL (eXtensible Business Reporting Language) information contained in Exhibit 101 listed above is furnished to the Securities and Exchange Commission, is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 

 
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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 Amendment No. 1 to annual report on its behalf.
 
 
KINGTONE WIRELESSINFO SOLUTION HOLDING LTD
     
  
By: 
 /s/ Peng Zhang
   
Peng Zhang
   
Chief Executive Officer
(principal executive officer)
 
January 9, 2012

 
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