Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
June 25 2019 - 1:25PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on June 25, 2019
Registration
No. 333-194651
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
___________________
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)
____________________
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(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. 1 to Deposit Agreement filed as Exhibit (a)(2) 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, including the Form of American Depositary Receipt,
is filed as Exhibit (a)(2) 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 25, 2019.
|
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 25, 2019.
|
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 25, 2019.
Signature
|
|
Capacity
|
|
|
|
/s/ Vincent Tianquan Mo
|
|
Executive chairman of the board of directors
|
Vincent Tianquan Mo
|
|
|
|
|
|
/s/ Jian Liu
|
|
Chief executive officer
|
Jian Liu
|
|
(principal executive officer)
|
|
|
|
/s/ Qian Zhao
|
|
Director
|
Qian Zhao
|
|
|
|
|
|
/s/ Howard Huyue Zhang
|
|
Director
|
Howard Huyue Zhang
|
|
|
|
|
|
/s/ Zhizhi Gong
|
|
Director
|
Zhizhi Gong
|
|
|
|
|
|
/s/ Zijin Li
|
|
Acting chief financial officer
|
Zijin Li
|
|
(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 25, 2019
.
|
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)(2)
|
Form
of Amendment No. 1 to Deposit Agreement.
|
|
|
|
|
(e)
|
Rule 466 Certification
|
|
Fang (NYSE:SFUN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fang (NYSE:SFUN)
Historical Stock Chart
From Sep 2023 to Sep 2024