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As filed with the Securities and Exchange Commission on December 15, 2022
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Registration No. 333-211672
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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51Talk Online Education Group
(Exact name of issuer of deposited securities as specified in its charter)
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Not Applicable
(Translation of issuer’s name into English)
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Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
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Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
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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)
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
JingAn Kerry Centre, Tower II, 46/F
1539 Nanjing West Road, Shanghai
People’s Republic of China
+(86) 21 6193-8200
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Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1502
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__________________________________
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ 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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CALCULATION OF REGISTRATION FEE
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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(3)
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American Depositary Shares, each representing sixty (60) Class A ordinary shares of 51Talk Online Education Group.
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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 For the purpose of this table only the term "unit" is defined as one American Depositary Share
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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 Shares.
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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. 333-211672) 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 sixty (60) Class A ordinary shares of 51Talk Online Education Group 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. 333-211672), which is incorporated herein by reference.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of 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 paragraph
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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 (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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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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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
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Face of Receipt – Article 9
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Item 2.
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AVAILABLE INFORMATION
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51Talk Online Education Group (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
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(a)(i)
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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. 333-211672) and incorporated herein by reference.
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(a)(ii)
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Form of Amendment No. 1 to the Deposit Agreement — Filed herewith as Exhibit (a)(ii).
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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 ADSs 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 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. 333-211672) and incorporated herein by reference.
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(e)
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Certification under Rule 466. — Filed herewith as Exhibit (e).
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(f)
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Powers of attorney for certain officers and directors of the Company. —– Set forth on the signature pages hereto.
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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 ADRs, 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 ADR 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, 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 December 15,
2022.
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Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for Class A ordinary shares, par value US$0.0001 per share of 51Talk Online Education Group.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Fitzpatrick
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Name:
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Michael Fitzpatrick |
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Title:
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Vice President |
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By:
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/s/ Michael Curran
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Name:
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Michael Curran |
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Title:
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Vice President |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 51Talk Online Education Group 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 Singapore, on December 15, 2022.
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51Talk Online Education Group
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By:
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/s/ Jack Jiajia Huang |
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Name:
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Jack Jiajia Huang
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jack Jiajia Huang and
Cindy Tang, 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 of 1933, as amended, 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 attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the following
persons on December 15, 2022, in the capacities indicated.
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Signature
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Title
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/s/ Jack Jiajia Huang_______________________
Jack Jiajia Huang
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Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
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/s/ Cindy Tang___________________________
Cindy Tang
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Chief Financial Officer (Principal Financial Officer)
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/s/ Ting Shu_____________________________
Ting Shu
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Director
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/s/ Frank Lin_____________________________
Frank Lin
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Director
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/s/ Shengwen (Roy) Rong___________________
Shengwen (Roy) Rong
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Independent Director
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/s/ Xiaoguang Wu_________________________
Xiaoguang Wu
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Independent Director
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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 51Talk Online Education Group, 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 December 15, 2022.
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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:
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Colleen A. De Vries
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Title:
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Senior Vice President
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Index to Exhibits
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Exhibit
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Document
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(a)(ii)
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Form of Amendment No. 1 to the Deposit Agreement
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(e)
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Rule 466 Certification
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