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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 20-F**

**(Amendment No. 1)**

 

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**(Mark One)**

 

| **o**      | **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 December 31, 2011.**                                                                                                                                                                                                                                                                      |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For   the transition period from                         to                        ** |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **o**      | **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: 001-34943

 
| **RDA MICROELECTRONICS, INC.**                                                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                                                                                         |
|                                                                                                                                                                                                                           |
| **N/A**                                                                                                                                                                                                                        |
| (Translation of Registrant’s name into English)                                                                                                                                                                           |
|                                                                                                                                                                                                                           |
| **Cayman Islands**                                                                                                                                                                                                             |
| (Jurisdiction of incorporation or organization)                                                                                                                                                                                |
|                                                                                                                                                                                                                           |
| **6/F, Building 4, 690 Bibo Road**

**Pudong District, Shanghai 201203**

**The People’s Republic of China**                                                                                                              |
| (Address of principal executive offices)                                                                                                                                                                                       |
|                                                                                                                                                                                                                           |
| **Lily Dong**

**Tel: +86 (21) 5027-1108**

**E-mail: lily.dong@rdamicro.com**

**Fax: +86 (21) 5027-1099**

**6/F, Building 4, 690 Bibo Road**

**Pudong District, Shanghai 201203**

**The People’s Republic of China** |
| (Name, Telephone, Email and/or Facsimile number and Address of   Company Contact Person)                                                                                                                                       |

 

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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                 |
|----------------------------------------------|--------|-------------------------------------------------------------|
| American depositary shares                   |   | The NASDAQ Stock Market

(The NASDAQ Global Select Market)  |
| Ordinary shares, par value US$0.01 per share |   | The NASDAQ Stock Market

(The NASDAQ Global Select Market)* |

 

*Not for trading, but only in connection with the listing on The NASDAQ Stock Market of the American depositary shares, each representing six ordinary shares.
|   |
|--------|

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

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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. 257,092, 875 ordinary shares, par value US$0.01 per share, as of December 31, 2011.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o 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.

o 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   o 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).

x Yes   o 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 o |   | Accelerated filer x |   | Non-accelerated filer o |
|---------------------------|--------|---------------------|--------|-------------------------|

 

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 o |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

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.

o Item 17   o 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).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

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**TABLE OF CONTENTS**

 
| EXPLANATORY NOTE        | 2 |
|-------------------------|---|
| ITEM 19.  EXHIBITS | 3 |
| SIGNATURES              | 5 |

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to our annual report on Form 20-F for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 16, 2012 (the “2011 Form 20-F”), is filed solely for the purposes of amending Exhibits 12.1 and 12.2 to the 2011 Form 20-F.

 

Other than as set forth above, this Amendment No.1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2011 Form 20-F or reflect any events that have occurred since March 16, 2012.

 

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**ITEM 19.****                                        ****EXHIBITS**

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                  |       | Fourth Amended and Restated Memorandum and   Articles of Association of the Registrant (incorporated herein by reference   to Exhibit 3.2 to the registration statement on Form F-1, as amended (File   No. 333-170063))                                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.1                  |       | Registrant’s Specimen American Depositary   Receipt (incorporated herein by reference to Exhibit 4.1 to the registration   statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2                  |       | Registrant’s Specimen Certificate for Ordinary   Shares (incorporated herein by reference to Exhibit 4.2 to the registration   statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.3                  |       | Form of Deposit Agreement among the   Registrant, Citibank N.A. as depositary, and holders and beneficial owners of   American Depositary Shares evidenced by American Depositary Receipts issued   thereunder (incorporated herein by reference to Exhibit 4.3 to the   registration statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.4                  |       | Second Amended and Restated Shareholders   Agreement dated as of February 25, 2010 among the Registrant, certain of the   Registrant’s ordinary shareholders and all of its preferred shareholders and   RDA Microelectronics (BVI) Inc., RDA International, Inc., RDA Technologies   Limited, RDA Microelectronics (Shanghai) Ltd. and RDA Microelectronics   (Beijing) Co., Ltd. (incorporated herein by reference to Exhibit 4.4 to the   registration statement on Form F-1, as amended (File No. 333-170063)) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1                  |       | 2005 Share Option Scheme (incorporated herein   by reference to Exhibit 10.1 to the registration statement on Form F-1, as   amended (File. No. 333-170063))                                                                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.2                  |       | 2009 Share Incentive Plan (incorporated   herein by reference to Exhibit 10.2 to the registration statement on Form F-1,   as amended (File No. 333-170063))                                                                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.3                  |       | Form of Indemnification Agreement with the   Registrant’s directors (incorporated herein by reference to Exhibit 10.3 to   the registration statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.4                  |       | Form of Employment Agreement between the   Registrant and an Executive Officer of the Registrant (incorporated herein by   reference to Exhibit 10.4 to the registration statement on Form F-1, as   amended (File No. 333-170063))                                                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.5                  |       | Technology License Agreement between the   Registrant and ARM Limited dated February 26, 2008 (incorporated herein by   reference to Exhibit 10.5 to the registration statement on Form F-1, as   amended (File No. 333-170063))                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.6                  |       | Annex to Technology License Agreement between   the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by   reference to Exhibit 10.6 to the registration statement on Form F-1, as   amended (File No. 333-170063))                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.7                  |       | Annex to Technology License Agreement between   the Registrant and ARM Limited dated June 22, 2009 (incorporated herein by   reference to Exhibit 10.7 to the registration statement on Form F-1, as   amended (File No. 333-170063))                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.8                  |       | Distribution Agreement dated as of June 3,   2005 between RDA Microelectronics (BVI) Inc. (formerly known as RDA Microelectronics,   Inc.) and Arrow Asia Pacific Inc. (incorporated herein by reference to   Exhibit 10.8 to the registration statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.9                  |       | Distribution Agreement dated as of March 25,   2008 between RDA Technologies Limited and Auctus Technologies (Hong Kong)   Limited (incorporated herein by reference to Exhibit 10.9 to the registration   statement on Form F-1, as amended (File No. 333-170063))                                                                                                                                                                                                                                                     |

 

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| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                           |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.10                 |       | Distribution agreement dated as of May 6,   2008 between RDA Technologies Limited and Giatek Corporation Ltd.   (incorporated herein by reference to Exhibit 10.10 to the registration   statement on Form F-1, as amended (File No. 333-170063))     |
|                 |       |                                                                                                                                                                                                                                                  |
| 4.11                 |       | License Agreement dated as of May 12, 2010,   between RDA Technologies Limited and Silicon Laboratories Inc. (incorporated   herein by reference to Exhibit 10.11 to the registration statement on Form F-1,   as amended (File No. 333-170063))      |
|                 |       |                                                                                                                                                                                                                                                  |
| 4.12                 |       | Distribution Agreement dated as of September 3,   2010 between RDA Technologies Limited and China Achieve Limited (incorporated   herein by reference to Exhibit 10.12 to the registration statement on Form F-1,   as amended (File No. 333-170063)) |
|                 |       |                                                                                                                                                                                                                                                  |
| 4.13*                |       | IP Block License and Development Agreement   dated as December 29, 2011, between RDA Technologies Limited and Trident   Microsystems (Far East) Ltd., as amended on December 30, 2011                                                                 |
|                 |       |                                                                                                                                                                                                                                                  |
| 8.1*                 |       | Subsidiaries of the Registrant                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                  |
| 11.1                 |       | Code of Business Conduct and Ethics of the   Registrant (incorporated herein by reference to Exhibit 99.1 to the   registration statement on Form F-1, as amended (File No. 333-170063))                                                              |
|                 |       |                                                                                                                                                                                                                                                  |
| 12.1**               |       | Certification by Principal Executive Officer   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                  |
| 12.2**               |       | Certification by Principal Financial Officer   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                  |
| 13.1*                |       | Certification by Principal Executive Officer   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                  |
| 13.2*                |       | Certification by Principal Financial Officer   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                  |
| 15.1*                |       | Consent of Jun He Law Offices                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                  |
| 15.2*                |       | Consent of Conyers Dill & Pearman                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                  |
| 15.3*                |       | Consent of Independent Registered Public   Accounting Firm                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.INS***           |       | XBRL Instance Document                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.SCH***           |       | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.CAL***           |       | XBRL Taxonomy Extension Calculation Linkbase   Document                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.DEF***           |       | XBRL Taxonomy Extension Definition Linkbase   Document                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.LAB***           |       | XBRL Taxonomy Extension Label Linkbase   Document                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                  |
| 101.PRE***           |       | XBRL Taxonomy Extension Presentation Linkbase   Document                                                                                                                                                                                              |

 

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*                      Previously filed with the Annual Report on Form 20-F on March 16, 2012.

**               Revised exhibit filed with this Amendment No. 1 to Annual Report on Form 20-F.

***        XBRL (eXtensible Business Reporting Language) information is furnished and 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 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 its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.

 

 
|                   | RDA MICROELECTRONICS, INC. |
|------------------------|----------------------------|
|                   |                       |
|                   | By:                        | /s/ Vincent Tai |
|                   | Name:                      | Vincent Tai |
|                   | Title:                     | Chairman and Chief Executive Officer |
|                   |                       |   |
| Date: October 29, 2012 |                       |

 

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