As filed with the Securities and Exchange Commission on  January 24, 2022
 Registration No. 333-223710      

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
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OneSmart International Education Group Limited
(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable
(Translation of issuer’s name into English)

Cayman Islands
(Jurisdiction of incorporation or organization of issuer)


Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+ 1 (302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, NY 10005
+ 1 (212) 530 2210
 
Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1502


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(3)
American Depositary Shares, each representing 1000 Class A ordinary shares of OneSmart International Education Group Limited
N/A
N/A
N/A
N/A



       
1
For the purpose of this table only the term "unit" is defined as 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 Shares.
3
Previously paid.
  
This registration statement 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.
 
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-223710) is being filed solely to (i) effect a ratio change for each American Depositary Share so that the new ratio shall be one (1) American Depositary Share to one thousand (1000) Class A ordinary shares of OneSmart International Education Group Limited and (ii) make corresponding changes reflecting the ratio change to the previously filed Deposit Agreement.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective Amendment to the Registration Statement on Form F-6 (File No.333-223710) previously filed by the Registrant, which is incorporated herein by reference.
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
         
1.
Name of depositary and address of its principal executive office
 
Face of Receipt – introductory paragraph
 
 
 
   
2.
Title of Receipts and identity of deposited securities
 
Face of Receipt – top center
         
Terms of Deposit:
   
         
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
 
Face of Receipt – upper right corner
         
 
(ii)
The procedure for voting the deposited securities
 
Reverse of Receipt – Articles 14 and 15
         
 
(iii)
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
         
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(v)
The sale or exercise of rights
 
Reverse of Receipt – Articles 13 and 14
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
         
 
(vii)
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
         
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
 
Face of Receipt – Article 12
         
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
 
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22

         
 
(x)
Limitation on the depositary’s liability
 
Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
         
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
 
Face of Receipt – Article 9
       

Item 2.
AVAILABLE INFORMATION
OneSmart International Education Group Limited (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and furnishes certain reports to, the U.S. Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
 
(a)(i)
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. 333-223710) and incorporated herein by reference.
     
 
(a)(ii)
Amendment No. 1 to the Deposit Agreement— Filed herewith as Exhibit (a)(ii).
     
 
(b)
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.
     
 
(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 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. 333-223710).
     
 
(e)
Certification under Rule 466. — Filed herewith as Exhibit (e).
     
 
(f)
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages of previously filed Form F-6 (File No. 333-223710).
 
 
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 ADR, 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 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.
 







SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 the 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 January 24, 2022.

 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$0.000001 per share of OneSmart International Education Group Limited.
 
Deutsche Bank Trust Company Americas, as Depositary
   
   
 
By:
 /s/ Michael Tompkins
 
   
Name: Michael Tompkins
 
   
Title: Director
   
   
   
 
By:
 /s/ Kelvyn Correa
 
   
Name: Kelvyn Correa
 
   
Title: Director
   


 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, OneSmart International Education Group 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 No.1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People's Republic of China, on January 24, 2022.

 
 
OneSmart International Education Group Limited
   
   
 
By:
 /s/ Xi Zhang
 
   
Name:
 Xi Zhang
 
   
Title:
 Chief Executive Officer and
 Chairman of the Board of Directors
 
   



 
Under the requirements of the Securities Act, this Post-Effective Amendment No.1 to the Registration Statement on Form F-6 has been signed by the following persons on January 24, 2022, in the capacities indicated.
 

Signature
 
Title
     
 /s/ Xi Zhang  
Chairman of the Board of Directors
and Chief Executive Officer
Name:
Xi Zhang
   
     
 /s/ Yanyi Tang
 
Director
Name:
Yanyi Tang
   
     
 /s/ Robert Angell
 
Director
Name:
Robert Angell
   
     
 /s/ Mengchu Zhou
 
Director
Name:
Mengchu Zhou
   
     
 /s/ Shengcong Ma
 
Chief Operating Officer and Director
Name:
Shengcong Ma
   
     
 /s/ Chee Jiong Ng
Name: Chee Jiong Ng
   Chief Financial Officer
      





SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of OneSmart International Education Group Limited, has signed this Post-Effective Amendment No.1 to the Registration Statement on Form F-6 in New York, New York, United States of America on January 24, 2022.


 
 
Puglisi & Associates
   
   
 
By:
 /s/ Donald J. Puglisi
 
   
Name: Donald J. Puglisi
   
   
Title: Managing Director
   
   

Index to Exhibits
 
Exhibit
Document
(a)(ii)
Amendment No. 1 to the Deposit Agreement
(e)
Rule 466 Certification




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