Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
March 16 2018 - 2:30PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on March 16, 2018
Registration No. 333- 170975
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Ossen Innovation
Co., Ltd.
(to be renamed San Meditech
Holdings Ltd.
)
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
4 New York Plaza, Floor 12, New York,
New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
|
Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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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. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit
(1)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a designated number
of ordinary shares of Ossen Innovation Co., Ltd. (to be renamed San Meditech Holdings Ltd.)
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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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.
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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 the Amended and Restated Deposit Agreement (also referred to as the "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.
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)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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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)
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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)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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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)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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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)
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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)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees
and Charges
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Paragraph (7)
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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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(b)
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Statement
that Ossen Innovation Co., Ltd. (to be renamed San Meditech Holdings Ltd.) 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 by holders of American Depositary Receipts and copied at public reference
facilities maintained by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)(1)
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Form of Deposit Agreement
. Form of Amended and Restated Deposit Agreement
dated as of , 2016 among Ossen Innovation Co., Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and
all holders from time to time of ADRs issued thereunder. Previously filed.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement. Previously filed.
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(a)(3)
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Form
of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt,
is filed herewith as Exhibit (a)(3).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered
. Previously filed.
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(e)
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Certification under Rule 466.
Filed herewith as Exhibit (e).
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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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.
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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 March 16, 2018.
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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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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory
A. Levendis
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Name: Gregory
A. Levendis
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Title: Executive Director
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Ossen Innovation Co., Ltd. (to be renamed San Meditech Holdings 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, thereunto duly authorized, on March
16, 2018.
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Ossen Innovation Co., Ltd.
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By:
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/s/ Wei Hua
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Name:
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Wei Hua
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Title:
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Chief Executive Officer
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Under the requirements of the Securities
Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on March 16,
2018, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Liang Tang
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Chairman of the Board
of Directors
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Liang Tang
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/s/ Wei Hua
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Chief Executive Officer
and Chief Financial Officer, Director
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Wei Hua
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/s/ Junhong Li
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Director
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Junhong Li
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/s/ Xiaobing Liu
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Director
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Xiaobing Liu
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/s/ Yingli Pan
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Director
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Yingli Pan
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/s/ Zhongcai Wu
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Director
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Zhongcai Wu
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/s/ Feng Peng
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Authorized Representative
in the United States
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Feng Peng
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INDEX TO EXHIBITS
Exhibit
Number
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(a)(3)
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Form
of Amendment No. 2 to Amended and Restated Deposit Agreement.
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(e)
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Rule 466 Certification
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