UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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 December 31, 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 for the transition period from __________ to ___________ Commission file number 001-35273 Cogo Group, Inc. (Exact name of the Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) Room 1001, Tower C, Skyworth Building, High-Tech Industrial Park, Nanshan, Shenzhen 518057, PRC Telephone: +86 (755) 2674-3210 (Address of principal executive offices) Mr. Jeffrey Kang, Chief Executive Officer Room 1001, Tower C, Skyworth Building High-Tech Industrial Park Nanshan, Shenzhen 518057, PRC Telephone: +86 (755) 2674-3210 Facsimile: +86 (755) 2674-3522 (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Copies to: Mitchell Nussbaum Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Telephone: (212) 407-4000 Fax: (212) 407-4990 Securities registered or to be registered pursuant to Section 12(b) of the Act: ORDINARY SHARES, PAR VALUE $0.01 Securities registered or to be registered pursuant to Section 12(g) of the Act: None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. On December 31, 2011, the issuer had 33,560,467 shares outstanding. 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. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 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: ⌧ US GAAP International Financial Other Reporting Standards as issued by the International Accounting Standards Board 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 ⌧ Explanatory Note The 2011 financial statements filed with this Annual Report on Form 20-F of Cogo Group, Inc. (the “Company”) are being filed without XBRL (eXtensible Business Reporting Language) tagging. The Company will file an amendment to this Annual Report to include the requisite XBRL tagging of the financial statements on or prior to the Company’s April 30, 2012 filing deadline. 1 TABLE OF CONTENTS Page PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 A. Selected financial data 4 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk factors 7 ITEM 4. INFORMATION ON THE COMPANY 22 ITEM 4A. UNRESOLVED STAFF COMMENTS 32 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 32 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51 A. Directors and senior management 51 B. Compensation 52 C. Board Practices 55 D. Employees 57 E. Share Ownership 57 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 57 A. Major shareholders 57 B. Related Party Transactions 58 C. Interests of Experts and Counsel 59 ITEM 8. FINANCIAL INFORMATION 59 A. Consolidated Statements and Other Financial Information. 59 B. Significant Changes 59 ITEM 9. THE OFFER AND LISTING 59 A. Offer and Listing Details 59 B. Plan of Distribution 60 C. Markets 60 D. Dilution 60 E. Expenses of the Issue 60 ITEM 10. ADDITIONAL INFORMATION 60 A. Share Capital 60 B. Memorandum and Articles of Association 60 C. Material Contracts 61 D. Exchange controls 62 E. Taxation 62 F. Dividends and paying agents 66 G. Statement by experts 66 H. Documents on display 67 I. Subsidiary Information 67 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 67 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 68 PART II 68 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 68 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 68 ITEM 15. CONTROLS AND PROCEDURES 69 ITEM 16. [RESERVED] 70 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 70 ITEM 16B. CODE OF ETHICS 70 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 70 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. 70 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. 71 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. 71 ITEM 16G. CORPORATE GOVERNANCE 71 PART III 71 ITEM 17. FINANCIAL STATEMENTS 71 ITEM 18. FINANCIAL STATEMENTS 71 ITEM 19. EXHIBITS 71 2 FORWARD-LOOKING STATEMENTS This Annual Report on Form 20-F (this “Annual Report”) contains “forward-looking statements” that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based on the success of our business. A variety of factors, some of which are outside our control, may cause our operating results to fluctuate significantly. They include: • the availability and cost of products from our suppliers incorporated into our customized module design solutions; • changes in end-user demand for the products manufactured and sold by our customers; • general and cyclical economic and business conditions, domestic or foreign, and, in particular, those in China’s mobile handset, telecommunications equipment and digital media industries; • the rate of introduction of new products by our customers; • the rate of introduction of enabling technologies by our suppliers; • changes in our pricing policies or the pricing policies of our competitors or suppliers; • our ability to compete effectively with our current and future competitors; • our ability to manage our growth effectively, including possible growth through acquisitions; • our ability to enter into and renew key corporate and strategic relationships with our customers and suppliers; • changes in our relationship with any of our key customers; • changes in the favorable tax incentives enjoyed by our People’s Republic of China (“PRC”) operating companies; • foreign currency exchange rates fluctuations; • adverse changes in the securities markets; and • legislative or regulatory changes in the PRC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Annual Report is filed, and we do not intend to update any of the forward- looking statements after the filing date to conform these statements to actual results, unless required by law. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.