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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/20/23 Deutsche Bank Tr Co Americas/… Gp F-6 POS 3:175K Lizhi Inc. White & Case LLP/FA |
Document/Exhibit Description Pages Size
1: F-6 POS Post-Effective Amendment of an 'F-6EF' HTML 57K
Registration
2: EX-99.1 Miscellaneous Exhibit HTML 110K
3: EX-99.2 Miscellaneous Exhibit HTML 9K
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As filed with the Securities and Exchange Commission on September 20, 2023
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Registration No. 333-235857
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Li He, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Charter Road
Central, Hong Kong
+852 2533-3300
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James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Charter Road
Central, Hong Kong
+852 2533-3300
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Melissa Butler, Esq.
White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +(44) 20 7532-1502 |
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ on (Date) at (Time).
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit (1) |
Proposed
maximum aggregate offering price (2) |
Amount of registration fee(3)
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American Depositary Shares, each representing two hundred (200) Class A ordinary shares of LIZHI INC.
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N/A
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N/A
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N/A
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N/A
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| 2 |
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 American
Depositary Shares.
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| 3 |
Previously paid.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
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Face of Receipt – Article 9
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Item 2.
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AVAILABLE INFORMATION
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Item 3.
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EXHIBITS
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(a)(i)
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Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). —
Previously filed as Exhibit (a) to Form F-6 (File No. 333-235857) and incorporated herein by reference.
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(a)(ii)
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Amendment No.1 to the Deposit Agreement— Filed herewith as Exhibit (a)(ii).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
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(c)
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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. — Not applicable.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to Form F-6 (File No. 333-235857) and incorporated herein by reference.
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(e)
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Certification under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of attorney for certain officers and directors of the Company. —– Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, 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.
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(b)
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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 ADR thirty (30) days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for Class A ordinary shares, par value US$0.0001 per share of LIZHI INC.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Curran |
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Name: Michael Curran
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Title: Vice President
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By:
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/s/ Michael Tompkins |
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Name: Michael Tompkins
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Title: Director
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LIZHI INC.
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By:
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Name:
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Title:
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Chief Executive Officer, Director
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Signature
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Title
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Chief Executive Officer, Director
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Name:
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/s/ Juan Ren
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Vice President, Director
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Name:
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/s/ Chengfang Lu
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Acting Chief Financial Officer
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Name:
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/s/ Ning Ding
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Chief Technology Officer
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Name:
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/s/ Zelong Li
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Chief Operating Officer
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Name:
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/s/ Yipeng Li
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Independent Director
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Name:
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/s/ Ming Zhang
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Independent Director
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Name:
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/s/ Xiang Wang
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Independent Director
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Name: Xiang Wang
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Cogency Global Inc.
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Authorized U.S. Representative
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By:
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Name: Colleen A. De Vries
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Title: Sr. Vice President on behalf of Cogency Global Inc.
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Exhibit
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Document
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(a)(ii)
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Amendment No. 1 to the Deposit Agreement
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(e)
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Rule 466 Certification
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| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/20/23 | None on these Dates | ||
| List all Filings | ||||