UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A No. 3

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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: June 30, 2011

OR

 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-34168

Pansoft Company Limited

( Exact name of registrant as specified in its charter )

N/A 

( Translation of registrant’s name into English )

British Virgin Islands

( Jurisdiction of incorporation or organization )

3/F Qilu Software Park Building

Jinan Hi-Tech Zone, Jinan, Shandong,

People’s Republic of China 250101

( Address of principal executive offices and zip code )

Allen Zhang

c/o Pansoft Company Limited

3/F Qilu Software Park Building

Jinan Hi-Tech Zone, Jinan, Shandong,

People’s Republic of China 250101

( Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person )

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Name of each exchange on which registered
Common Stock, par value $0.0059 NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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: 5,438,232 common shares, par value $0.0059 per share, as of June 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 £ No S

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £ No S

 

1
 

 

 

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 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 Securities Exchange Act of 1934. (Check one):

         
Large accelerated filer £   Accelerated filer £   Non-accelerated filer S

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: need to complete

         
U.S. GAAP S   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 Securities Exchange Act of 1934).

Yes £ No S

 

2
 

 

PANSOFT COMPANY LIMITED

FORM 20-F

For the Fiscal Year Ended June 30, 2011

 

TABLE OF CONTENTS

 

PART I              
    ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS   4  
    ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE   4  
    ITEM 3.   KEY INFORMATION   4  
    ITEM 4.   INFORMATION ON THE COMPANY   22  
    ITEM 4A.   UNRESOLVED STAFF COMMENTS   36  
    ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS   36  
    ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   49  
    ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   54  
    ITEM 8.   FINANCIAL INFORMATION   54  
    ITEM 9.   THE OFFER AND LISTING   54  
    ITEM 10.   ADDITIONAL INFORMATION   55  
    ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   59  
    ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   59  
               
PART II              
    ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   60  
    ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   60  
    ITEM 15.   CONTROLS AND PROCEDURES   60  
    ITEM 16.   [RESERVED]   61  
    ITEM 16A.   AUDIT COMMITTEE FINANCIAL EXPERT   61  
    ITEM 16B.   CODE OF BUSINESS CONDUCT AND ETHICS   61  
    ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES   61  
    ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   61  
    ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS   62  
    ITEM 16F.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT   62  
    ITEM 16G.   CORPORATE GOVERNANCE   62  
               
PART III              
    ITEM 17.   FINANCIAL STATEMENTS   63  
    ITEM 18.   FINANCIAL STATEMENTS   63  
    ITEM 19.   EXHIBITS   106  
               
SIGNATURES   126  
EXHIBIT INDEX   106  

 

3
 

 

EXPLANATORY NOTE

 

This Amendment No. 3 on Form 20-F/A (the “Form 20-F/A No. 3”) to the annual report on Form 20-F for the fiscal year ended June 30, 2011 (the “Form 20-F”) of Pansoft Company Limited (the “Company”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2011 includes the following XBRL files for Form 20F for the fiscal year ended June 30, 2011. The related XBRL files were initially filed on January 20, 2012 under Amendment No. 2 on Form 20-F/A but were stripped out by the EDGAR server upon filing due to the errors occurred to the related XBRL files.

 

101.INS   XBRL Instance Document
   
101.SCH   XBRL Taxonomy Extension Schema
   
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF   XBRL Taxonomy Extension Definition Linkbase
   
101.LAB   XBRL Taxonomy Extension Label Linkbase
   
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

 

The other portions of the Form 20-F are not affected by the changes described above and have not been amended. This Form 20−F/A No. 3 continues to speak as of the date of the Form 20−F and no attempt has been made in this Form 20−F/A No. 3 to modify or update disclosures in the Form 20−F except as noted above. This Form 20−F/A No. 3 does not reflect events occurring after the filing of the Form 20−F or modify or update any related disclosures, and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 20−F with the SEC except as noted above. Accordingly, this Form 20−F/A No. 3 should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the filing of the Form 20−F, including any amendments to those filings.

 

 

4
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this amended report on Form 20-F to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

PANSOFT COMPANY LIMITED

 

   
January 25, 2012 By: /s/ Allen Zhang
    Allen Zhang
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

5

Grafico Azioni Pansoft Company Limited (MM) (NASDAQ:PSOF)
Storico
Da Mag 2024 a Giu 2024 Clicca qui per i Grafici di Pansoft Company Limited (MM)
Grafico Azioni Pansoft Company Limited (MM) (NASDAQ:PSOF)
Storico
Da Giu 2023 a Giu 2024 Clicca qui per i Grafici di Pansoft Company Limited (MM)