As filed with the U.S. Securities and Exchange Commission on March 3, 2023

 

Registration No. 333-224273

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

____________________

 

ASLAN Pharmaceuticals 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)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, NY 10179

Telephone (800) 990-1135

____________________

 

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

Cogency Global Inc.

10 East 40th Street 10th Floor

New York, New York 10016

Telephone: (212) 947-7200

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

JPMorgan Chase Bank, N.A.

383 Madison Avenue, Floor 11

New York, NY 10179

Tel. No.: (800) 990-1135

 

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 (1)

  

Proposed

maximum

aggregate

offering price (2)

   Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified number of ordinary shares of ASLAN Pharmaceuticals Limited   n/a   n/a   n/a   n/a
 
 
(1) Each unit represents one American Depositary Share.
(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 Receipts evidencing American Depositary Shares.

 

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-248632. This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration No. 333-248632.

  

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment No. 1 to the Amended and Restated Deposit Agreement (the “Deposit Agreement” or the “Amended and Restated Deposit Agreement”) filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

   

Item Number and Caption

  

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

       
(1)    Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)    Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
       
    Terms of Deposit:    
       
  (i)  Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
       
  (ii)   Procedure for voting, if any, the deposited securities   Paragraphs (6), (11) and (12)
       
  (iii)   Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
       
  (iv)  Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8), (11) and (12)
       
  (v)    Sale or exercise of rights   Paragraphs (4), (5) and (10)
       
  (vi)  Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (3), (4), (5), (10) and (13)
       
  (vii)   Amendment, extension or termination of the Deposit Agreement   Paragraphs (15), (16) and (17)
       
  (viii)  Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
       
  (ix)  Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), (5) and (6)
       
  (x)    Limitation upon the liability of the Depositary   Paragraph (14)
       
(3)  Fees and Charges   Paragraph (7)

 

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary  

Receipt Filed Herewith as Prospectus

       
(a)

Statement that ASLAN Pharmaceuticals Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.

 

  Paragraph (8)

       

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS
   
  (a)(1)  

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among ASLAN Pharmaceuticals Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder. Previously filed as Exhibit (a) to Form F-6 (333-248632) filed with the Securities and Exchange Commission, which is incorporated herein by reference.

 

  (a)(2) Form of Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to the Amended and Restated Deposit Agreement among ASLAN Pharmaceuticals Limited, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).
     
  (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. Not Applicable.
     
  (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. Not Applicable.
     
  (d) Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed.
     
  (e) Certification under Rule 466. Filed herewith as Exhibit (e).
     
  (f) Power of Attorney for certain officers and directors of the Registrant. Previously filed.
     
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 the American Depositary Receipts, 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 amounts of fees charged are 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 American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 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, March 3, 2023.

 

  Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
  By: JPMORGAN CHASE BANK, N.A., as Depositary
     
  By: /s/ Lisa M. Hayes
    Name: Lisa M. Hayes
    Title: Vice President

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, ASLAN Pharmaceuticals 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on March 3, 2023.

 

  ASLAN Pharmaceuticals Limited
     
  By:   /s/ Carl Firth, Ph.D.
  Name:   Carl Firth, Ph.D.
  Title:   Chief Executive Officer

 

Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on March 3, 2023, in the capacities indicated.

 

SIGNATURES

 

Signature

  

Title

 

/s/ Carl Firth, Ph.D.

Carl Firth, Ph.D.

  

Chief Executive Officer

(principal executive officer)

 

/s/ Kiran Asarpota

Kiran Asarpota

  

Chief Operating Officer

(principal financial and accounting officer)

     

/s/Andrew Howden*

Andrew Howden

  

Chairman

 

 

/s/ Kathleen M. Metters, Ph.D.*

Kathleen M. Metters, Ph.D.

  Director
   

/s/ Neil Graham, M.D., M.P.H., M.B.B.S.*

Neil Graham, M.D., M.P.H., M.B.B.S.

 

Director

 

 

/s/ Robert Hoffman*

Robert E. Hoffman

  Director

 

*By:

/s/ Carl Firth, Ph.D.

   

Carl Firth, Ph.D.

Power-of-Attorney

   

 

 

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant’s duly authorized representative in the United States has signed this Post-Effective Amendment to Registration Statement on Form F-6 on March 3, 2023.

 

  Authorized U.S. Representative
   
 

ASLAN Pharmaceuticals (USA) Inc., a Delaware corporation

     
  By:  

/s/ Carl Firth, Ph.D.

  Name:   Carl Firth, Ph.D.
  Title:   Chief Executive Officer and President

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit

Number

   
   
(a)(2)   Form of Amendment No. 1 to the Amended and Restated Deposit Agreement
   
(e)   Rule 466 Certification
     

 

 

 

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