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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/06/17 Citibank, N.A./ADR F-6 3:560K BEST Inc. E-Data Systems, Inc./FA |
Document/Exhibit Description Pages Size
1: F-6 Registration of Depositary Shares Evidenced by HTML 40K
American Depositary Receipts (Not
Effective Immediately)
2: EX-99.(A) Miscellaneous Exhibit HTML 328K
3: EX-99.(D) Miscellaneous Exhibit HTML 9K
| As filed with the Securities and Exchange Commission on September 6, 2017 | Registration No. 333 - |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
BEST Inc.
(Exact name of issuer of deposited securities as specified in its charter)
Not Applicable
(Translation of issuer’s name into English)
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)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, NY 10017
+1-212-750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852-2514-7600 |
Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP
|
| 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 : ☒
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Aggregate Price Per Unit* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Class A ordinary share of BEST Inc. (the “Company”). | 500,000,000 ADSs | $5.00 | $25,000,000.00 | $2,897.50 |
|
* Each unit represents 100 ADSs. ** Estimated
solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of
the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.
| ||||
|
The Registrant hereby amends this 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 Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. | ||||
This Registration Statement 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.
i
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 - Paragraphs (17) and (18). | ||
| (v) | The sale or exercise of rights |
Reverse of Receipt – Paragraphs (15) and (17). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Face of Receipt - Paragraph (6); Reverse of Receipt - Paragraphs (15), (17) and (19). | ||
| (vii) | Amendment, extension or termination of the deposit agreement |
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). | ||
I-1
| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) | |||
| (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). | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities |
Face of Receipt – Paragraphs (2), (4), (6), (7), (9) and (10).
| ||
| (x) | Limitation upon the liability of the Depositary |
Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | ||
| 3. | 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, files 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 at 100 F Street, N.E., Washington, D.C. 20549.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement, by and among BEST Inc. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None. |
| (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. ___ Filed herewith as Exhibit (d). |
| (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. |
II-1
| Item 4. | UNDERTAKINGS |
| (a) | The Depositary hereby 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. |
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 to be created by the Deposit Agreement, by and among BEST Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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 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 6th day of September 2017.
Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive a specified number of Class A ordinary shares of BEST Inc. | ||
| CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Leslie A. Deluca | |
| Name: Leslie A. Deluca | ||
| Title: Vice President | ||
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, China on September 6, 2017.
BEST Inc. | ||
| By: | /s/ Shao-Ning Johnny Chou | |
| Name: Shao-Ning Johnny Chou | ||
| Title: Chairman and Chief Executive Officer | ||
II-4
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Shao-Ning Johnny Chou and Lei Guo, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes 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, the Registration Statement has been signed by the following person in the capacity and on the dates indicated.
|
Signature |
Title |
Date | ||
| Chairman and Chief Executive Officer (principal executive officer) | September 6, 2017 | |||
| Name: Shao-Ning Johnny Chou | ||||
|
/s/Lei Guo |
Chief Accounting Officer and Vice President of Finance (principal financial and accounting officer) |
September 6, 2017 | ||
| Name: Lei Guo | ||||
|
/s/Mark Qiu |
Director | September 6, 2017 | ||
| Name: Mark Qiu | ||||
|
/s/Wenhong Tong |
Director | September 6, 2017 | ||
| Name: Wenhong Tong | ||||
|
/s/Jun Chen |
Director | September 6, 2017 | ||
| Name: Jun Chen | ||||
| Director | September 6, 2017 | |||
| Name: Chiu-Chin Yang |
II-5
|
/s/Shijia Yang |
Director | September 6, 2017 | ||
| Name: Shijia Yang | ||||
| Director | September 6, 2017 | |||
| Name: Yinghao Zhang | ||||
|
/s/Weifeng Wang |
Director | September 6, 2017 | ||
| Name: Weifeng Wang | ||||
|
/s/Mangli Zhang |
Director | September 6, 2017 | ||
| Name: Mangli Zhang |
II-5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of BEST Inc. has signed this registration statement or amendment thereto in New York, New York on September 6, 2017.
| By: | /s/ Giselle Manon | |
| Name: Giselle Manon | ||
Title: Service of Process Officer Law Debenture Corporate Services Inc. |
II-6
| Exhibit | Document |
Sequentially Numbered Page |
| (a) | Form of Deposit Agreement | |
| (d) | Opinion of counsel to the Depositary | |
| This ‘F-6’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/6/17 | F-1/A | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/23 BEST Inc. 20-F 12/31/22 159:29M Toppan Merrill/FA 4/18/22 BEST Inc. 20-F 12/31/21 163:30M Toppan Merrill/FA 4/16/21 BEST Inc. 20-F 12/31/20 144:26M Toppan Merrill/FA |