As filed with the U.S. Securities and Exchange Commission on May 10, 2022

Registration No.  333-

 

 

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

 

 

 

LEJU HOLDINGS LIMITED

(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)

 

 

 

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor

New York, NY 10168

Telephone: +1-800-221-0102

(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 ten (10) ordinary shares Leju Holdings Limited N/A N/A N/A N/A

(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.

 

 

 

 

 

 

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 Post-Effective Amendment No. 1 to 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) and (19)
  (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
     
Leju Holdings Limited 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 among Leju Holdings Limited (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”). Previously filed as Exhibit (a) to Form F-6 (File No. 333-195067) and incorporated herein by reference.

 

(a)(2) Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among the Company, the Depositary and all Holders 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 counsel to the Depositary as to the legality of the securities being registered. Previously filed as Exhibit (d) to Form F-6 (File No. 333-195067) and incorporated herein by reference.

 

(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 Leju Holdings Limited, JPMorgan Chase Bank, N.A., as depositary, and all Holders 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 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 May 10, 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, Leju Holdings Limited 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 Beijing, China, on May 10, 2022.

 

  LEJU HOLDINGS LIMITED

 

  By: /s/ Yinyu He
    Name: Yinyu He
    Title: Chief Executive Officer

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yinyu He and Li-Lan Cheng, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 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, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons on May 10, 2022, in the capacities indicated.

 

SIGNATURES

 

Signature   Title
/s/ Yinyu He   Chief Executive Officer (Principal Executive Officer)
Yinyu He    
     
/s/ Li-Lang Cheng   Acting Chief Financial Officer (Principal Financial and Accounting Officer)
Li-Lan Cheng    

 

/s/ Xin Zhu   Executive Chairman Director
Xin Zhu    
     
/s/ Charles Chao   Director
Charles Chao    
     
/s/ Canhao Huang   Director
Canhao Huang    
     
/s/ Minyi Zhang   Director
Minyi Zhang    
     
/s/ Jian Sun   Director
Jian Sun    
     
/s/ Min Fan   Director
Min Fan    
     
/s/ Winston Li   Director
Winston Li    
     
/s/ Hongchao Zhu   Director
Hongchao Zhu    

 

 

 

 

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 Leju Holdings Limited, has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in in The City of New York, State of New York, on May 10, 2022.

 

  Authorized U.S. Representative

 

  By: Cogency Global Inc.

 

    By: /s/ Colleen A. De Vries
      Name: Colleen A. De Vries
      Title: Senior Vice President

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit 
Number
 
(a)(2) Form of Amendment No. 1 to Deposit Agreement among Leju Holdings Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary) and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the form of ADR attached as Exhibit A thereto.
   
(e) Rule 466 Certification.

 

 

 

Leju (NYSE:LEJU)
Historical Stock Chart
From Aug 2022 to Sep 2022 Click Here for more Leju Charts.
Leju (NYSE:LEJU)
Historical Stock Chart
From Sep 2021 to Sep 2022 Click Here for more Leju Charts.