Securities Registration (ads, Immediate) (f-6ef)
May 15 2019 - 03:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 15, 2019
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
Qudian Inc.
(Exact name of issuer of deposited securities
as specified in its charter)
Not Applicable
(Translation of issuer’s name into
English)
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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60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
(212) 947-7200
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Daniel Fertig, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
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Allan Grauberd, Esq.
Moses & Singer LLP
The Chrysler Building
405 Lexington Ave
New York, NY 10174
212-554-7800
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It is proposed that this filing become effective under Rule 466:
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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, each representing one Class A ordinary shares of Qudian Inc.
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200,000,000 American Depositary Shares
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$0.05
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$10,000,000
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$1,212.00
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1
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For the purpose of this
table only the term "unit" is defined as 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 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt the form of which is filed as Exhibit (a)(2) to this Registration Statement on Form F-6 and is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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 transfer 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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Item 2. AVAILABLE INFORMATION
Qudian
Inc.
(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 United States
Securities and Exchange Commission (the "Commission"). These reports can be retrieved from the Commission’s
internet 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
Item 3. EXHIBITS
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(a)(1)
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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”), including the form of American Depositary Receipt. —
Previously filed as Exhibit (a) to the Registration Statement on Form F-6 (No. 333-220779) filed with the Commission on October
3, 2017 and incorporated herein by reference.
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(a)(2)
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Form of American Depositary Receipt. Filed herewith
as Exhibit (a)(2).
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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 counsel to
the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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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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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
ADR, 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 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 15, 2019.
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Legal entity created by the form of Deposit Agreement for the
issuance of Receipts for Class A ordinary shares, par value US$0.0001 per share of Qudian Inc.
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/ Jean Paul Simoes
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Name:
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Jean Paul Simoes
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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, the undersigned 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 Xiamen, the People's Republic of China, on May 15, 2019.
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QUDIAN INC.
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By:
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/s/ Min Luo
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Name:
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Min Luo
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Title:
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CEO
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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 Min Luo and Carl Yeung, 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 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, this Registration Statement has been signed by the following persons on May 15, 2019,
in the capacities indicated.
Signature
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Title
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/s/ Min Luo
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Chairman and Chief Executive Officer
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Name: Min Luo
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(principal executive officer)
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/s/ Lianzhu Lv
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Director
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Name: Lianzhu Lv
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/s/ Carl Yeung
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Chief Financial Officer
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Name: Carl Yeung
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/s/ Yifan Li
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Independent Director
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Name: Yifan Li
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/s/ Rocky Ta-Chen Lee
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Independent Director
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Name: Rocky Ta-Chen Lee
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/s/ Shengwen Rong
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Independent Director
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Name: Shengwen Rong
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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 Qudian
Inc., has signed this registration statement in New York, New York, United States of America on May 15, 2019.
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Cogency Global Inc.
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By:
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/s/ Chiang Sheung Lin
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Name:
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Chiang Sheung Lin
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Title:
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Assistant Secretary
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Index to Exhibits
Exhibit
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Document
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(a)(2)
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Form of American Depositary Receipt
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(d)
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Opinion of Counsel
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(e)
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Rule 466 Certification
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