Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
October 26 2020 - 2:01PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on October 26, 2020
Registration
No. 333-164310
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
DAQO NEW ENERGY CORP.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization7
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
Telephone: (800) 221-0102
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become effective
under Rule 466
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☒
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immediately
upon filing
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☐
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on _______ at __
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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 evidenced by American Depositary Receipts, each American Depositary Share representing a specified number
of ordinary shares of Daqo New Energy Corp.
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents 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 Receipts evidencing American Depositary Shares.
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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 form of Further Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective
Amendment to Registration Statement, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs
(1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement that Daqo New
Energy Corp. 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 at public reference facilities maintained by the Securities and Exchange Commission in Washington,
D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)
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Form
of Deposit Agreement. Form of Further Amended and Restated Deposit Agreement
dated as of , 2020 among Daqo New Energy Corp., JPMorgan Chase Bank, N.A., as depositary
(the "Depositary"), and all Holders and Beneficial Owners from time to time
of ADRs issued thereunder (the "Deposit Agreement") including the Form of American
Depositary Receipt, is filed herewith as Exhibit (a).
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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 American Depositary Shares 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 Ziegler, Ziegler &
Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.
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(e)
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Certification under Rule 466.
Filed herewith as Exhibit (e).
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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 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.
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(b)
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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.
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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 October 26, 2020.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Daqo New Energy Corp. 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, on October 26, 2020.
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Daqo New Energy Corp.
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By:
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/s/ Longgen Zhang
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Name:
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Longgen Zhang
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Title:
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Chief Executive
Officer
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Under 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 on October 26, 2020, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Guangfu Xu
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Chairman of the Board of Directors
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Guangfu Xu
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/s/ Xiang Xu
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Director
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Xiang Xu
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/s/ Arthur Wong
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Independent
Director
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Arthur Wong
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/s/ Rongling Chen
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Independent
Director
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Rongling Chen
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/s/ Dafeng Shi
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Director
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Dafeng Shi
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/s/ Minsong Liang
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Independent
Director
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Minsong Liang
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/s/ Fumin Zhuo
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Independent
Director
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Fumin Zhuo
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/s/ Shuming Zhao
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Independent
Director
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Shuming Zhao
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Executive Director and Chief
Executive Officer (principal executive officer)
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Longgen Zhang
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/s/ Ming Yang
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Chief Financial Officer
(principal financial and accounting
officer)
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Ming Yang
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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 Daqo New Energy Corp., has signed this Post-Effective
Amendment to Registration Statement on Form F-6 and Power of Attorney in New York, New York, on October 26, 2020.
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Authorized U.S. Representative
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COGENCY
GLOBAL INC.
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By:
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/s/
Colleen A. De Vries .
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Name:
Title:
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Colleen A. De Vries
Senior Vice President
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INDEX
TO EXHIBITS
Exhibit Number
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(a)
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Form of Amended and Restated Deposit Agreement.
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(e)
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Rule 466 Certification
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