|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/18/19 Citibank, N.A./ADR F-6 POS 11/18/19 3:680K China Rapid Finance Ltd E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size 1: F-6 POS Post-Effective Amendment of an F-6EF Registration HTML 33K 2: EX-99.(A)(I) Miscellaneous Exhibit HTML 150K 3: EX-99.(A)(II) Miscellaneous Exhibit HTML 322K
As filed with the Securities and Exchange Commission on November 15, 2019 |
Registration No. 333-217079 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
___________
China Rapid Finance Limited
(Exact name of issuer of deposited securities as specified in its charter)
___________
N/A
(Translation of issuer’s name into English)
___________
The Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
______________________________
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
___________
388 Greenwich Street
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
___________
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
(800) 927-9801
(Address, including zip code, and telephone number, including area code, of agent for service)
______________________________
Copies to:
|
Alan Seem, Esq. Jones Day 1755 Embarcadero Road (650) 687-4190 |
Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas (212) 336-2301 |
______________________________
| It is proposed that this filing become effective under Rule 466: | ☐ | immediately upon filing. |
| ☐ |
on (Date) at (Time). |
If a separate registration statement
has been filed to register the deposited shares, check the following box: ☐
|
The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
|
C:
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
C:
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share (“ADSs”) | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (17) and (18). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (15). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (17). | ||
| (v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (15) and (16). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Face of Receipt - Paragraph (4); Reverse of Receipt - Paragraphs (15) and (19). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (14). | ||
C:
I- C: 1
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (4), (9), and (10). | ||
| (x) | Limitation upon the liability of the Depositary |
Face of Receipt – Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | ||
| (xi) | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (11). | ||
| Item 2. | AVAILABLE INFORMATION | Face of Receipt - Paragraph (14). | ||
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission (as of the date of this Post-Effective Amendment No. 1 to Registration Statement on Form F-6) at 100 F Street, N.E., Washington D.C. 20549.
C:
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement, filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
C:
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
(a)(i) Form of Amendment No. 1 to Deposit Agreement, by and among China Rapid Finance Limited (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Amendment No. 1”). ___ Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of May 4, 2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”). ___ Filed herewith as Exhibit (a)(ii).
(c) 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 years. ___ None.
(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ None.
(e) Certificate under Rule 466. ___ None.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.
C:
II-1
| Item 4. | UNDERTAKINGS |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
C:
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, as amended, by and among China Rapid Finance Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of November, 2019.
|
Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each American Depositary Share representing the right to receive the specified number of Class A ordinary shares of China Rapid Finance Limited. | ||
| CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Keith Galfo | |
| Name: Keith Galfo | ||
| Title: Vice President | ||
C:
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, China Rapid Finance Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Shanghai, China, on November 14, 2019.
| china rapid finance limited | ||
| By: | /s/ Dr. Zhengyu (Zane) Wang | |
| Name: Dr. Zhengyu (Zane) Wang | ||
Title: Chief Executive Officer, Chairman and Executive Director | ||
C:
II-4
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Zhengyu (Zane) Wang to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on November 14, 2019.
| Signature | Title | |
| /s/ Dr. Zhengyu (Zane) Wang |
Chief Executive Officer, Chairman and Executive Director | |
| Dr. Zhengyu (Zane) Wang | (Principal Executive Officer) | |
| /s/ Steven Foo |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Steven Foo | ||
| /s/ Douglas Brown | Director | |
| Douglas Brown | ||
| /s/ Po Wang | Director | |
| Po Wang | ||
| /s/ Edward Yan | Director | |
| Edward Yan | ||
|
/s/ Russel Krauss |
Director | |
| Russel Krauss |
C:
II-5
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of China Rapid Finance Limited, has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in Newark, Delaware, on November 15, 2019.
Authorized U.S. Representative | ||
| By: | /s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | ||
| Title: Managing Director | ||
| Puglisi & Associates | ||
C:
II-6
| Exhibit | Document |
Sequentially Numbered Page |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
|
(a)(ii)
|
Deposit Agreement
|
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of / Effective on: | 11/18/19 | |||
| Filed on: | 11/15/19 | F-6EF | ||
| 11/14/19 | F-6EF | |||
| 5/4/17 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Sos Ltd. F-1/A 9:6M EdgarAgents LLC/FA |