As filed with the U.S. Securities and Exchange Commission on June 4, 2020

 

Registration No. 333-194651  

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

Fang 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 (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

 (800) 221-0102

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

 

It is proposed that this filing become effective under Rule 466 

  immediately upon filing  
  on (Date) at (Time)  

 

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

 

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 a specified number of Class A ordinary shares of Fang 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 proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) to this Registration Statement, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

  

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   Paragraph (12)
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) and (12)
  (v) Sale or exercise of rights   Paragraphs (4), (5) and (10)
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
  (vii) Amendment, extension or termination of the Deposit Agreement   Paragraphs (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), and (5)
  (x) Limitation upon the liability of the Depositary   Paragraph (14)
(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

       
(b) Statement that Fang 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, and that such reports can be inspected by holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.   Paragraph (8)

 

 

 

 

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1) Form of Amended and Restated Deposit Agreement, dated as of                    , 2014 among Fang Holdings Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed.

 

(a)(2) Form of Amendment No. 1 to Deposit Agreement. Previously filed.

 

(a)(3) Form of Amendment No. 2 to Deposit Agreement, including the Form of American Depositary Receipt, is filed as Exhibit (a)(3) hereof and incorporated herein by reference.

 

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.

 

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

 

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. on behalf of the legal entity created by the Deposit Agreement, 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 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 June 4, 2020.

  

 

Legal entity created by the form of 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, Fang 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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on June 4, 2020.

  

 

Fang Holdings Limited

     
  By: /s/ Vincent Tianquan Mo
  Name:  Vincent Tianquan Mo
  Title: Executive Chairman

 

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 4, 2020.

 

Signature   Capacity
     

/s/ Vincent Tianquan Mo

Vincent Tianquan Mo

 

Executive chairman of the board of directors

 

     

/s/ Jian Liu

Jian Liu

  Chief executive officer
(principal executive officer)
     

 

 Zhizhi Gong

 

Director

 

     
 

 Shaohua Zhang

 

Director

 

     

/s/ Howard Huyue Zhang

Howard Huyue Zhang

 

Director

 

     

/s/ Hong Qin

Hong Qin

 

Director

 

     

/s/ Zijin Li

Zijin Li

  Acting chief financial officer
(principal financial and accounting officer)

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Fang Holdings Limited has signed this Post-Effective Amendment to Registration Statement on Form F-6 in New York, New York on June 4, 2020.

  

 

Best Work Holdings (New York) LLC

Authorized U.S. Representative

     
  By: /s/ Ma Yufang
  Name: Ma Yufang
  Title: Managing Director, New York Office

  

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(3) Form of Amendment No. 2 to Deposit Agreement.  
     

(e)

 

Rule 466 Certification  
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