Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 09 2019 - 4:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 9, 2019
Registration No. 333-204348
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EHI CAR SERVICES LIMITED
(Exact name of registrant as specified
in its charter)
Cayman Islands
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Not Applicable
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(state or other jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Unit 12/F, Building No. 5, Guosheng Center
388 Daduhe Road, Shanghai, 200062
People’s Republic of China
Tel: (86 21) 6468-7000
(Address of principal executive office
and zip code)
Amended and Restated 2010 Performance
Incentive Plan
2014 Performance Incentive Plan
(Full Title of the Plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name, address and telephone number of agent
for service)
Copies
to:
Portia Ku, Esq.
Nima Amini, Esq.
Vincent Lin, Esq.
O’Melveny & Myers LLP
31st Floor, AIA Central
1 Connaught Road, Central
Hong Kong
Tel: +852 3512 2300
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
¨
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Emerging growth company
x
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
x
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective
Amendment”) relates to the registration statement on Form S-8 (File No. 333-204348) (the “Registration Statement”),
which was filed with the Securities and Exchange Commission by eHi Car Services Limited, a company established under the laws of
the Cayman Islands (the “Registrant”), and became effective on May 21, 2015. Under the Registration Statement, a total
of 10,570,725 Class A common shares of the Registrant, par value $0.001 per share (the “Class A Shares”) were registered
for issuance upon exercise of options and other rights granted or to be granted pursuant to the Registrant’s Amended and
Restated 2010 Performance Incentive Plan and the 2014 Performance Incentive Plan (as amended, collectively, the “Share Incentive
Plans”). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued securities previously
registered under the Registration Statement and issuable under the Share Incentive Plans.
On February 18, 2019, the Registrant entered into an Amended
and Restated Agreement and Plan of Merger with Teamsport Parent Limited (“Parent”) and Teamsport Bidco Limited (“Merger
Sub”), a wholly-owned subsidiary of Parent (the “Merger Agreement”). On April 8, 2019, at an extraordinary general
meeting, the shareholders of the Registrant voted to adopt the Merger Agreement and the transactions as contemplated thereby.
On April 9, 2019 (the “Effective Time”),
pursuant to the Merger Agreement, Merger Sub was merged with and into the Registrant (the “Merger”), with the
Registrant continuing as the surviving company and a wholly owned subsidiary of Parent. Upon the completion of the Merger,
all outstanding Class A Shares (except certain Class A Shares held by Parent which continue to exist without interruption and
represent one validly issued, fully paid and non-assessable ordinary share of the surviving company without any payment) and
American Depositary Shares of the Registrant and all outstanding and unexercised options to purchase Class A Shares and all
outstanding restricted shares under the Share Incentive Plans were cancelled.
As a result of the Merger, the Registrant has terminated all
offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of
this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold as
of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-effective Amendment No.1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Shanghai, the People’s Republic of China on April 9, 2019.
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eHi Car Services Limited
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By:
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/s/ Colin Chitnim Sung
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Name:
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Colin Chitnim Sung
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Title:
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Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment No.1 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Ray Ruiping Zhang
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Sole Director and Chief Executive Officer
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April 9, 2019
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Ray Ruiping Zhang
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(principal executive officer)
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/s/
Colin Chitnim Sung
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Chief Financial Officer
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April 9, 2019
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Colin Chitnim Sung
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(principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed
this Post-Effective Amendment No.1 to the Registration Statement in Newark, Delaware on April 9, 2019.
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Puglisi & Associates
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By:
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/s/
Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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