Securities Registration (ads, Immediate) (f-6ef)
May 13 2022 - 4:35PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange
Commission on May 13, 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
MOLECULAR DATA 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)
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: +1-800- 990-1135
(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
Telephone: +1 302-738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
JPMorgan
Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone: +1-800-990-1135
|
Scott
R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151 |
It is proposed that this filing become effective
under Rule 466
x immediately
upon filing
¨ on
(Date) at (Time)
If a separate registration
statement has been filed to register the deposited shares, check the following box. þ
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 forty-five (45) Class A ordinary shares,
par value US$0.00005 per ordinary share, of Molecular Data Inc. | |
100,000,000 American
Depositary Shares | |
$ | 0.05 | | |
$ | 5,000,000.00 | |
$ | 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. |
Pursuant to Rule 429, the Prospectus contained herein also
relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-235619. This Registration Statement
also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-235619.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the form of American
Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amendment No. 1
to Deposit Agreement filed as Exhibit (a)(2) to this 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 |
|
Paragraphs
(6), (11) and (12) |
(iii) Collection
and distribution of dividends |
|
Paragraphs
(4), (5), (7), (10), (11) and (13) |
(iv) Transmission
of notices, reports and proxy soliciting material |
|
Paragraphs
(3), (8), (11) and (12) |
(v) Sale
or exercise of rights |
|
Paragraphs
(4), (5), (7) and (10) |
(vi) Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
|
Paragraphs
(3), (4), (5), (7), (10), (11) and (13) |
(vii) Amendment,
extension or termination of the Deposit Agreement |
|
Paragraphs
(15), (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 deposit or withdraw the underlying securities |
|
Paragraphs
(1), (2), (4), (5) and (6) |
(x) Limitation
upon the liability of the Depositary |
|
Paragraphs
(14), (17), (19) and (20) |
|
|
|
(3) Fees
and Charges |
|
Paragraph
(7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
|
Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus |
Molecular Data Inc. 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.
These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities
and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference
facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. |
|
Paragraph
(8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit
Agreement. Deposit Agreement, dated as of December 27, 2019, among Molecular
Data Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs")
issued thereunder (as from time to time amended, the "Deposit Agreement"). Filed
herewith as Exhibit (a)(1). |
| (a)(2) | Form of Amendment to Deposit Agreement. Form of
Amendment No. 1 to Deposit Agreement among the Company, the Depositary and all Holders
and Beneficial Owners from time to time of ADRs issued thereunder, including the form of
ADR attached as Exhibit A thereto. 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 hereby 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 Norton Rose Fulbright US 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 of certain officers and directors 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., acting solely on behalf of the legal entity
created by the Deposit Agreement among Molecular Data Inc., JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial
Owners from time to time of American Depositary Receipts ("ADRs") 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 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 May 13,
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, Molecular Data 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 Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on May 13, 2022.
| By: | /s/ Steven Foo |
| | Name: Steven Foo |
| | Title: Chief Executive Officer and Chief Financial Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Steven Foo as his or her true and lawful attorney-in-fact and agent, 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, 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 attorney-in-fact
and agent, or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under
the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons
on May 13, 2022, in the capacities indicated.
SIGNATURES
|
|
Signature |
|
Title |
|
|
|
|
|
/s/ Dongliang Chang
|
|
Chairman
of the Board of Directors |
|
|
Dongliang Chang |
|
|
|
|
|
|
|
|
|
/s/ Dawei Ma |
|
Director |
|
|
Dawei Ma |
|
|
|
|
|
|
|
|
|
/s/ Ning Zhu |
|
Director |
|
|
Ning Zhu |
|
|
|
|
|
|
|
|
|
/s/ Steven Foo |
|
Chief
Executive Officer and Chief Financial Officer
(principal executive officer
and principal financial and accounting officer) |
|
|
Steven Foo |
|
|
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Molecular Data Inc., has signed this Registration Statement on Form F-6 in the City of Newark, Delaware, on May 13,
2022.
|
Authorized U.S. Representative |
|
|
By: |
/s/ Donald J. Puglisi |
|
|
|
Name: Donald J. Puglisi |
|
|
|
Title: Managing Director |
INDEX TO EXHIBITS
Exhibit
Number |
|
|
(a)(1) |
|
Deposit Agreement, dated as of December 27, 2019, among Molecular Data Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder. |
|
|
|
(a)(2) |
|
Form of Amendment No. 1 to Deposit Agreement
among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the
form of ADR attached as Exhibit A thereto. |
|
|
|
(d) |
|
Opinion of Norton Rose Fulbright US LLP, counsel to
the Depositary, as to the legality of the securities being registered. |
|
|
|
(e) |
|
Rule 466 Certification. |
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