和利时自动化2013年度报告

20-F 1 v388519_20f.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F(Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________. OR 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: 001-33602 HOLLYSYS AUTOMATION TECHNOLOGIES LTD.(Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) British Virgin Islands(Jurisdiction of incorporation or organization) No. 2 Disheng Middle Road,Beijing Economic-Technological Development Area,Beijing, P. R. China 100176(Address of principal executive offices) Jennifer Zhang, Tel: (86 10) 5898 1386, Email: zhangqiuju@hollysys.comAddress: No. 2 Disheng Middle Road, Beijing Economic-Technological Development Area, Beijing, P.R. China 100176(Name, Telephone, E-mail and/or 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 registeredOrdinary Shares, $0.001 par value per share The NASDAQ Global Select 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 Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report (June 30, 2014): [57,554,824] ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 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  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. 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. Large accelerated filer Accelerated filer  Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP 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  No HOLLYSYS AUTOMATION TECHNOLOGIES LTD. ANNUAL REPORT ON FORM 20-FFOR THE FISCAL YEAR ENDED JUNE 30, 2014 TABLE OF CONTENTS Page PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE6 ITEM 3.KEY INFORMATION6 ITEM 4.INFORMATION ON THE COMPANY26 ITEM 4A.UNRESOLVED STAFF COMMENTS42 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS42 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES63 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS71 ITEM 8.FINANCIAL INFORMATION73 ITEM 9.THE OFFER AND LISTING74 ITEM 10.ADDITIONAL INFORMATION75 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK88 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES88 PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES88 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS89 ITEM 15.CONTROLS AND PROCEDURES89 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT90 ITEM 16B.CODE OF ETHICS90 ITEM 16C.PRINCIPAL ACCOUNTANT F