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As
filed with the Securities and Exchange Commission on November 17, 2010
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Registration
No. 333-
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Show-Mao
Chen, Esq.
Davis
Polk & Wardwell
The
Hong Kong Club Building
18th
Floor, 3A Chater Road
Hong
Kong
(852)
2533-3300
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Herman
H. Raspé, Esq.
Patterson,
Belknap, Webb & Tyler LLP
1133
Avenue of the Americas
New
York, New York 10036
(212)
336-2000
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It
is proposed that this filing become effective under Rule 466:
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x immediately upon
filing.
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Title
of Each Class of
Securities
to be Registered
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Amount
to be Registered
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Proposed
Maximum Aggregate Price Per Unit*
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Proposed
Maximum Aggregate Offering Price**
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Amount
of
Registration
Fee
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American
Depositary Shares, each representing ten (10) shares of Common Stock
(“Shares”) of AU Optronics Corp. (the
“Company”)
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300,000,000
ADSs
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$5.00
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$15,000,000.00
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$1,069.50
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*
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Each
unit represents 100 American Depositary
Shares.
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**
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Estimated
solely for the purpose of calculating the registration fee. Pursuant to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of
receipts evidencing American Depositary
Shares.
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Location
in Form of American
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Depositary
Receipt (“Receipt”)
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Item
Number and Caption
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Filed
Herewith as Prospectus
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1.
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Name
of Depositary and address of its principal
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Face
of Receipt - introductory article
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executive
office
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2.
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Title
of Receipts and identity of deposited
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Face
of Receipt - top center
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securities
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Terms
of Deposit:
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(i)
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The
amount of deposited securities
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Face
of Receipt - upper right corner
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represented
by one American Depositary
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Share
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(ii)
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The
procedure for voting, if any, the
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Reverse
of Receipt - Paragraphs (15),
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deposited
securities
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(16),
(25) and (26)
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(iii)
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The
collection and distribution of
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Reverse
of Receipt - Paragraph (14)
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dividends
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(iv)
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The
transmission of notices, reports and
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Face
of Receipt - Paragraph (13)
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proxy
soliciting material
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Reverse
of Receipt - Paragraphs (15)
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and
(16).
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Location
in Form of American
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Depositary
Receipt (“Receipt”)
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Item
Number and Caption
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Filed
Herewith as Prospectus
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(v)
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The
sale or exercise of rights
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Face
of Receipt - Paragraph (2);
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Reverse
of Receipt - Paragraphs (14)
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and
(15).
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(vi)
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The
deposit or sale of securities
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Face
of Receipt - Paragraphs (3), (6)
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resulting
from dividends, splits or plans
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and
(7);
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of
reorganization
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Reverse
of Receipt - Paragraphs (14)
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and
(17).
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(vii)
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Amendment,
extension or termination
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Reverse
of Receipt - Paragraphs (21)
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the
deposit agreement
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and
(22) (no provision for extensions).
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(viii)
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Rights
of holders of Receipts to inspect
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Face
of Receipt - Paragraph (13).
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the
transfer books of the Depositary
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and
the list of holders of Receipts
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(ix)
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Restrictions
upon the right to deposit or
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Face
of Receipt - Paragraphs (2), (3),
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withdraw
the underlying securities
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(4),(6),
(7), (9) and (10).
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(x)
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Limitation
upon the liability of the
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Face
of Receipt - Paragraph (7)
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Depositary
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Reverse
of Receipt - Paragraphs (18)
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and
(19).
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3.
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Fees
and charges which may be imposed
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Face
of Receipt - Paragraph (10).
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directly
or indirectly on holders of Receipts
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Item
2. AVAILABLE
INFORMATION
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Face
of Receipt - Paragraph (13).
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(a)(i)
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Amendment
No. 1 to Deposit Agreement, dated as of February 15, 2006, by and among AU
Optronics Corp. (the “Company”),
Citibank, N.A., as depositary (the “Depositary”),
and all Holders and Beneficial Owners of American Depositary Shares
(“ADSs”)
evidenced by the American Depositary Receipts (“ADRs”) issued
thereunder. – Filed herewith as Exhibit
(a)(i).
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(a)(ii)
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Deposit
Agreement, dated as of May 29, 2002, by and among the Company, the
Depositary, and all Holders and Beneficial Owners of ADSs evidenced by the
ADRs issued thereunder. – Previously filed with the Commission on
September 9, 2004 (Reg. No. 333-118892) and incorporated by
reference.
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(b)(i)
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Letter
Agreement, dated as of October 13, 2010, by and between the Company and
the Depositary for the purpose of accommodating the issuance of ADSs upon
the deposit of the Shares with the Depositary's custodian in connection
with the conversion of the Company’s Bonds due 2015. – Filed herewith as
Exhibit (b)(i).
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(b)(ii)
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Letter
Agreement, dated as of October 22, 2007, by and between the Company and
the Depositary for the purpose to enable the establishment of a “direct
registration system” for ADSs and the issuance by the Depositary of
“uncertificated ADSs”. – Filed herewith as Exhibit
(b)(ii).
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(b)(iii)
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Letter
Agreement, dated as of October 1, 2006, by and between the Company and the
Depositary for the purpose of issuance of ADSs in exchange for GDSs of
Quanta Display Inc. and assumption of convertible bonds of Quanta Display
Inc., in each case, in connection with the merger between the Company and
Quanta Display Inc. – Filed herewith as Exhibit
(b)(iii).
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(b)(iv)
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Letter
Agreement, dated as of September 16, 2002, by and among the Company, the
Depositary and United Microelectronics Corporation (“UMC”) for the
sole purpose of accommodating the issuance of ADSs evidenced by ADRs upon
UMC’s deposit of the Company’s shares with the Depositary following the
exchange of bonds issued by UMC in accordance with, and subject to, the
terms and conditions of the indenture governing such bonds. – Previously
filed with the Commission on January 31, 2006 (Reg. No. 333-118892) and
incorporated herewith by reference.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at any
time within the last three (3) years. ___
None.
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(d)
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Opinion
of counsel for the Depositary as to the legality of the securities to be
registered. ___
Filed herewith as Exhibit (d).
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(e)
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Certificate
under Rule 466. ___
Filed herewith as Exhibit (e).
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(f)
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Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. ___
Set forth on the signature pages
hereto.
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Legal
entity created by the Deposit Agreement for the issuance of American
Depositary Shares (“ADSs”), each
ADS representing the right to receive ten (10) shares of Common Stock
(“Shares”) of the
Company.
CITIBANK,
N.A., solely in its capacity as Depositary
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By:
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/s/ Richard
Etienne
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Name:
Title:
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Richard
Etienne Vice President |
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AU
Optronics Corp.
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By:
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/s/ Andy Yang
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Name:
Title:
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Andy
Yang
Chief
Financial Officer
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Signature
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Title
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/s/
Lai-Juh (L.J.) Chen
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Chief
Executive Officer and President
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Lai-Juh
(L.J.) Chen
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/s/ Andy Yang
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Chief
Financial Officer and
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Andy
Yang
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Chief
Accounting Officer
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/s/
Kuen – Yao (K.Y.) Lee
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Chairman
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Kuen-Yao
(K.Y.) Lee
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Vice-Chairman
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Hsuan
Bin (H.B.) Chen
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Director
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Hui
Hsiung
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/s/
Ronald Jen-Chuan
Chwang
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Director
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Ronald
Jen-Chuan Chwang
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/s/
Ko-Yung (Eric) Yu
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Director
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Ko-Yung
(Eric) Yu
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/s/
Shuang-Lang Peng
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Director
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Shuang-Lang
Peng
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/s/
Chang –Hai Tsai
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Director
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Chang-Hai
Tsai
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/s/
/Vivien Huey-Juan
Hsieh
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Director
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Vivien
Huey-Juan Hsieh
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/s/
Mei-Yueh Ho
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Director
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Mei-Yueh
Ho
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/s/
Ding-Yuan Yang
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Director
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Ding-Yuan
Yang
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PUGLISI
& ASSOCIATES
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By:
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/s/ Donald
J. Puglisi
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Name:
Title:
Date:
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Donald
J. Puglisi
Managing
Director
November
17, 2010
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Amendment
No. 1 to Deposit Agreement, dated as of February 15, 2006
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(b)(i)
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Letter
Agreement, dated as of October 13, 2010
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(b)(ii)
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Letter
Agreement, dated as of October 22, 2007
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(b)(iii)
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Letter
Agreement, dated as of October 1, 2006
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(d)
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Opinion
of counsel to the Depositary
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(e)
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Rule
466 Certificate
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