Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
17 Dezember 2021 - 1:56PM
Edgar (US Regulatory)
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As
filed with the Securities and Exchange Commission on December 17, 2021
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Registration No. 333
- 256720
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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
Zhangmen
Education Inc.
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
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, N.Y. 10168
+1 (800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Li He, Esq.
James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor
The Hong Kong Club Building
3A Chater Road Central
Hong Kong
+852-2533-3300
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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: ☐
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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 – Paragraph (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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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), (8),
(9), and (10);
Reverse of Receipt – Paragraph (25).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt – Paragraphs (8) and (12);
Reverse of Receipt - Paragraphs (15), (16), (18), (19),
(20), (21), and (24).
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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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Zhangmen Education 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 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 Zhangmen Education Inc. (the “Company”), Citibank, N.A., as
depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder.
¾ Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated
as of June 10, 2021 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 Zhangmen Education 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 17th day of December, 2021.
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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 Class A ordinary shares of Zhangmen Education Inc.
CITIBANK, N.A., solely in its capacity
as Depositary
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By:
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/s/ Mark Gherzo
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Name: Mark Gherzo
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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, Zhangmen Education 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 Shanghai, China, on December 17, 2021.
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Zhangmen
Education Inc.
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By:
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/s/ Yi Zhang
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Name: Yi Zhang
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Title: Chairman of the Board of Directors and Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Yi Zhang to act as his/her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, 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 Post-Effective Amendment No.1
to 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 December 17, 2021.
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Signature
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Title
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/s/ Yi Zhang
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Chairman of the Board of Directors and
Chief Executive Officer
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Yi Zhang
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(principal executive officer)
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/s/ Teng Yu
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Director
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Teng Yu
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/s/ Jicai Qi
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Independent Director
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Jicai Qi
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/s/ Mei Luo
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Independent Director
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Mei Luo
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/s/ Zengchou Yan
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Executive Officer of Finance (Principal Financial Officer
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Zengchou Yan
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and Principal Accounting Officer)
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Zhangmen Education Inc., has signed
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York, on December 17, 2021.
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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 for Cogency Global Inc.
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Index to Exhibits
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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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