Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
10 Agosto 2020 - 5:44PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 10, 2020
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Registration No. 333 - 220966
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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
hexindai
inc.
(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
New York, New York 10013
(877) 248 - 4237
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Stephanie Tang, Esq.
Hogan Lovells
11th Floor, One Pacific Place
88 Queensway
Hong Kong
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Herman H. Raspé, Esq.
Patterson Belknap Webb &
Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2301
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It is proposed
that this filing become effective under Rule 466:
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☐
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immediately upon filing.
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☐
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on (Date) at (Time).
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If a separate registration statement has been filed
to register the deposited shares, check the following box: o
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.
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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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
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Item 1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“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 Article.
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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 (“ADSs”)
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Face of Receipt - Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt - Paragraphs (17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt - Paragraph (15).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt - Paragraph (14);
Reverse of Receipt – Paragraphs (17) and (18).
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Paragraphs (15) and (17).
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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 – Paragraph (6);
Reverse of Receipt - Paragraphs (15), (17),
and (19).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt - Paragraph (14).
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt – Paragraphs (2), (4), (6), (7), (9), and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt – Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
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(xi)
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt - Paragraph (11).
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Item 2.
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AVAILABLE INFORMATION
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Face of Receipt - Paragraph (14).
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Hexindai Inc. (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.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a)(i) Form
of Amendment No. 1 to the Deposit Agreement, by and among Hexindai Inc. (the “Company”), Citibank, N.A.,
as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares
issued thereunder. — Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement,
dated as of November 2, 2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary
Shares issued thereunder (the “Deposit Agreement”). ¾ Filed
herewith as Exhibit (a)(ii).
(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. ¾ 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. ¾ None.
(d) Opinion
of counsel for the Depositary as to the legality of the securities to be registered. ¾
None.
(e) Certificate
under Rule 466. ¾ None.
(f) Powers
of Attorney for certain officers and directors and the authorized representative of the Company. ¾
Set forth on the signature pages hereto.
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(a)
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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.
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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 ADS thirty (30) days before any change in the fee schedule.
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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 Hexindai Inc., 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 10th
day of August, 2020.
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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 ordinary shares of Hexindai Inc.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Richard Etienne
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Name: Richard Etienne
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Title: Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Hexindai Inc. 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 Beijing, China, on August 10, 2020.
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Hexindai Inc.
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By:
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/s/ Rui (Kerrie)
Zhang
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Name: Rui (Kerrie) Zhang
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Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Xiaobo An and Rui (Kerrie) Zhang
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 August 10, 2020.
Signature
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Title
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/s/ Xiaobo An
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Director, Chairman and Chief Executive Officer
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Xiaobo An
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(Principal
Executive Officer)
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/s/ Rui (Kerrie) Zhang
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Chief Financial Officer
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Rui (Kerrie) Zhang
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(Principal Financial and Accounting
Officer)
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/s/ Luping Wei
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Director and Vice President of Operations
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Luping Wei
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/s/ Dagang Guo
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Independent Director
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Dagang Guo
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/s/ Stephen Markscheid
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Independent Director
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Stephen Markscheid
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/s/ David Wei Tang
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Independent Director
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David Wei Tang
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Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Hexindai Inc., has signed
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, the U.S., on August 10, 2020.
Authorized U.S. Representative:
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COGENCY GLOBAL INC.
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By:
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/s/ Colleen A. De Vries
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Name: Colleen A. De Vries
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Title: Senior Vice President
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Index to Exhibits
Exhibit
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Document
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Sequentially
Numbered Page
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(a)(i)
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Form of Amendment No. 1 to Deposit Agreement
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(a)(ii)
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Deposit Agreement
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