Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
15 Novembro 2022 - 6:58PM
Edgar (US Regulatory)
As filed with the
U.S. Securities and Exchange Commission on November 15, 2022
Registration No. 333-221449
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
___________________
Xinyuan Real Estate Co., Ltd.
(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,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Corporation Service Company (CSC)
19 West 44th Street, Suite 200
New York, NY 10036
1 800 927 9800 ext. 62333
(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, New York 10179
(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 common
shares of Xinyuan Real Estate Co., Ltd. |
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 American Depositary Shares registered under Form F-6 Registration Statement No. 333-147530.
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 Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) to this Post-Effective Amendment to Registration Statement
on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
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 |
|
Paragraph (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) 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 (4), (5), (10) and (13) |
| |
|
|
|
|
| |
(vii) |
Amendment,
extension or termination of the Deposit Agreement |
|
Paragraphs (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 transfer or withdraw the underlying securities |
|
Paragraphs (2), (3), (4) and (5) |
| |
|
|
|
|
| |
(x) |
Limitation
upon the liability of the Depositary |
|
Paragraph (14) |
| |
|
|
|
|
| (3) |
Fees
and Charges |
|
Paragraph (7) |
Item Number and Caption
|
|
Location in Form of American Depositary
Receipt
Filed Herewith as Prospectus |
| |
|
|
|
| (b) |
Statement that Xinyuan Real Estate Co., Ltd. is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports
with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the
EDGAR system or 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 Deposit Agreement dated as of , 2007 among
Xinyuan Real Estate Co., Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time
of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration Statement No. 333-147530
and incorporated herein by reference. |
| (a)(2) | Form of
Amendment to Deposit Agreement. Previously filed as Exhibit (a)(2) to Registration Statement
No. 333-221449 and incorporated herein by reference. |
| (a)(3) | Form of
Amendment to Deposit Agreement, including the form of ADR. Filed herewith as Exhibit
(a)(3). |
| (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
Ziegler, Ziegler & Associates LLP, 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) | Powers of Attorney for certain officers and directors and the authorized representative
of the Company. Set forth on the signature pages hereto. |
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, on November 15, 2022.
| |
Legal entity created by the 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, as amended, Xinyuan Real Estate Co., Ltd. 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 in the People's Republic of China, thereunto duly authorized, on November 15,
2022.
| |
Xinyuan Real Estate Co., Ltd. |
| |
|
| |
By: |
/s/
Yong Zhang |
| |
|
Name: Yong Zhang |
| |
|
Title: Chief Executive Officer |
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yong Zhang and Haifei He, and each of them,
his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to
this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Under the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the
following persons on
November 15, 2022 in the capacities indicated.
| Name |
|
Title |
| |
|
|
| /s/ Yong Zhang |
|
Executive Director,
Chairman of the Board, |
| Yong Zhang |
|
Chief
Executive Officer |
| |
|
|
| /s/
Haifei He |
|
Executive Director
and President |
| Haifei
He |
|
|
| |
|
|
| /s/
Yu (Brian) Chen |
|
Chief Financial Officer |
| Yu
(Brian) Chen |
|
|
| |
|
|
| /s/
Yuyan Yang |
|
Director |
| Yuyan Yang |
|
|
| |
|
|
| /s/
Yong Cui |
|
Director |
| Yong
Cui |
|
|
| |
|
|
| |
|
Independent Director |
| Yifan (Frank) Li |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Xinyuan Real Estate Co., Ltd., has signed this Post-Effective
Amendment to Registration Statement on Form F-6 in New York, New York, on November 15, 2022.
| |
Authorized U.S.
Representative |
| |
|
|
| |
By: |
/s/ Shyla Hill |
| |
Name: |
Shyla Hill |
INDEX TO EXHIBITS
| Exhibit Number |
|
|
| |
|
|
| (a)(3) |
Form of Amendment
No. 2 to Deposit Agreement. |
|
| |
|
|
| (e) |
Rule 466 Certification |
|
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