Securities Registration (ads, Immediate) (f-6ef)
15 Juli 2022 - 7:41PM
Edgar (US Regulatory)
As filed with the U.S.
Securities and Exchange Commission on July 15, 2022
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
CNFinance Holdings 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, New
York 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 E. 40th Street, 10th Floor
New York NY 10016
Telephone: (800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
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Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600 |
It is proposed that this filing become effective
under Rule 466
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☒ |
immediately
upon filing |
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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. ☐
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 twenty ordinary shares of CNFinance Holdings Limited |
100,000,000
American Depositary Shares
|
$0.05 |
$5,000,000 |
$463.50 |
| (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. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit (a)(2)
to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (1) |
Name
and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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| (2) |
Title of American Depositary Receipts and identity of deposited securities |
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Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(i) |
Amount
of deposited securities represented by one unit of American Depositary Shares |
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Face of American Depositary Receipt, upper right corner |
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(ii) |
Procedure
for voting, if any, the deposited securities |
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Paragraph (12) |
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(iii) |
Collection
and distribution of dividends |
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Paragraphs (4), (5), (7) and (10) |
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(iv) |
Transmission
of notices, reports and proxy soliciting material |
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Paragraphs (3), (8) and (12) |
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(v) |
Sale
or exercise of rights |
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Paragraphs (4), (5) and (10) |
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(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (4), (5), (10) and (13) |
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(vii) |
Amendment,
extension or termination of the Deposit Agreement |
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Paragraphs (16) and (17) |
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(viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs |
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Paragraph (3) |
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(ix) |
Restrictions
upon the right to deposit or withdraw the underlying securities |
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Paragraphs (1), (2), (4), and (5) |
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(x) |
Limitation
upon the liability of the Depositary |
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Paragraph (14) |
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| (3) |
Fees and Charges |
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Paragraph (7) |
Item
2. AVAILABLE INFORMATION
Item
Number and Caption
|
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| |
|
|
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| Statement that CNFinance Holdings 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 and
copied through the Securities and Exchange Commission’s 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 among CNFinance Holdings
Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder
(the “Deposit Agreement”), including the form of American Depositary Receipt attached as Exhibit A thereto. Previously filed
as Exhibit (a) to Registration Statement on Form F-6 (File No. 333-228089) filed on October 21, 2018 and incorporated by reference herein. |
| (a)(2) | Form of American Depositary Receipt. 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July
15, 2022.
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Legal entity
created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/ Lisa M. Hayes |
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Name: |
Lisa M. Hayes |
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Title: |
Vice
President |
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, CNFinance Holdings 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 Registration Statement on Form F-6 to be signed on its behalf by
the undersigned, thereunto duly authorized, on July 15, 2022.
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CNFinance Holdings Limited
|
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By: |
/s/ Bin Zhai |
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Name: |
Bin Zhai |
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Title: |
Chief Executive Officer and Chairman
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints each of Bin Zhai and Ning Li as attorneys-in-fact and agents with full power
of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments
which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended
(the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder,
in connection with the registration under the Securities Act of American depositary shares (the “ADSs”) representing ordinary
shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities
indicated below to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and
Exchange Commission with respect to such ADSs, to any and all amendments or supplements to such Registration Statement, whether such amendments
or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed
pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such
Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such
Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to
be done by virtue hereof.
Under the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons on July 15, 2022, in the capacities indicated.
SIGNATURES
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Signature |
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Title |
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/s/ Bin Zhai
Bin Zhai |
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Chief Executive Officer and Chairman
(principal executive officer) |
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/s/ Jun Qian
Jun Qian |
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Director and Vice President |
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Director |
| Ning Li |
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Director |
| Peng Ge |
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/s/ Fengyong Gao
Fengyong Gao |
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Independent Director |
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/s/ Lin Xu
Lin Xu |
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Independent Director |
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Independent Director |
| Xi Wang |
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/s/ Jing Li
Jing Li |
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Acting Chief Financial Officer
(principal financial and accounting
officer) |
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 CNFinance Holdings Limited, has signed this Registration Statement
on July 15, 2022.
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Authorized
U.S. Representative – Cogency Global Inc. |
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By: |
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/s/
Colleen A. De Vries |
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Name: |
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Colleen A. De Vries |
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Title: |
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Senior Vice President on behalf of Cogency Global Inc. |
INDEX TO EXHIBITS
| Exhibit Number |
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|
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|
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| (a)(2) |
Form of American Depositary Receipt |
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| (d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
|
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| (e) |
Rule 466 Certification |
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