Securities Registration (foreign Private Issuer) (f-3/a)
September 07 2017 - 6:03AM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on September 6, 2017
Registration
No. 333-220367
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
eHi Car Services Limited
(Exact name of Registrant as specified in
its charter)
Not Applicable
(Translation of Registrant’s name
into English)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Unit 12/F, Building No. 5, Guosheng Center,
388 Daduhe Road
Shanghai, 200062
The People’s Republic of China
(8621) 6468-7000
(Address and telephone number of Registrant’s
principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, and
telephone number of agent for service)
Copies to:
Portia Ku
Eric Sibbitt
Vincent Lin
O’Melveny & Myers LLP
37/F Plaza 66, 1266 Nanjing Road W
Shanghai, 200040
People’s Republic of China
(8621) 2307-7000
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration statement.
If only securities being registered on
this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to Genereal Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
x
† The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Explanatory
Note
We are filing this Amendment No. 1
to our Registration Statement on Form F-3 (File No. 333-220367) for the sole purpose of filing Exhibit 23.3 (which is included
in Exhibit 8.3 filed previously) with the Securities and Exchange Commission. This Amendment No. 1 does not modify any provision
of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has not been included herein.
Part II
Information not required in prospectus
Exhibit Index
Exhibit
Number
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Description of Document
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1.1†
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Form of underwriting
agreement
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4.1*
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Registrant’s
Form of American Depositary Receipt (included in Exhibit 4.3)
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4.2*
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Registrant’s
Specimen Certificate for Common Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form
F-1/A, as amended (File No. 333-199150), initially filed with the Securities and Exchange Commission on November 3, 2014)
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4.3*
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Form
of Deposit Agreement among the Registrant, the depositary and Owners and Beneficial Owners of the American Depositary Shares
issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1/A, as amended
(File No. 333-199150), initially filed with the Securities and Exchange Commission on November 6, 2014)
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4.4*
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Third
Amended and Restated Investors
’
Rights Agreement dated
December 11, 2013 among the Registrant and its shareholders (incorporated herein by reference to Exhibit 4.4 to the registration
statement on Form F-1 (File No. 333-199150), initially filed with the Securities and Exchange Commission on October 3, 2014)
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5.1*
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Opinion
of Maples and Calder (Hong Kong) LLP regarding the validity of common shares being registered
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8.1*
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Opinion
of O
’
Melveny & Myers LLP regarding certain U.S.
tax matters
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8.2*
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Opinion
of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
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8.3*
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Opinion
of Grandall Law Firm (Shanghai) regarding certain PRC tax matters
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23.1*
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Consent
of PricewaterhouseCoopers Zhong Tian LLP
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23.2*
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Consent
of O
’
Melveny & Myers LLP (included in Exhibit 8.1)
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23.3
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Consent of Grandall Law Firm (Shanghai) (included in Exhibit 8.3)
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23.4*
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Consent
of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney
(included on signature page)
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†
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To be filed in connection with an offering of the securities.
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Signatures
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Shanghai, the People’s Republic of China, on September 6, 2017.
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eHi Car Services Limited
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By:
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/s/ Ray Ruiping Zhang
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Name:
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Ray Ruiping Zhang
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Title:
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Chairman, Chief Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the registration statement has been signed by
the following persons in the capacities indicated on September 6, 2017.
Signature
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Title
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/s/ Ray Ruiping Zhang
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Name:
Ray Ruiping Zhang
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Chairman, Chief Executive Officer
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*
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Name:
Gregory Robert Stubblefield
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Director
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*
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Name:
Gang Chen
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Director
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*
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Name:
Qian Miao
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Director
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*
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Name:
Andrew Xuefeng Qian
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Director
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*
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Name:
David Jian Sun
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Director
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*
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Name:
Ronald Myers
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Director
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*
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Name:
Colin Chitnim Sung
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Chief Financial Officer (Principle
financial and accounting officer)
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*
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Name:
Giselle Manon
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Authorized U.S. Representative
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Title:
Service of Process Officer
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on behalf of Law Debenture
Corporate Services Inc.
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* Mr. Ray Ruiping Zhang as the Attorney-in-Fact
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Exhibit Index
Exhibit
Number
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Description of Document
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1.1†
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Form of underwriting
agreement
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4.1*
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Registrant’s
Form of American Depositary Receipt (included in Exhibit 4.3)
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4.2*
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Registrant’s
Specimen Certificate for Common Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form
F-1/A, as amended (File No. 333-199150), initially filed with the Securities and Exchange Commission on November 3, 2014)
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4.3*
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Form
of Deposit Agreement among the Registrant, the depositary and Owners and Beneficial Owners of the American Depositary Shares
issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1/A, as amended
(File No. 333-199150), initially filed with the Securities and Exchange Commission on November 6, 2014)
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4.4*
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Third
Amended and Restated Investors
’
Rights Agreement dated
December 11, 2013 among the Registrant and its shareholders (incorporated herein by reference to Exhibit 4.4 to the registration
statement on Form F-1 (File No. 333-199150), initially filed with the Securities and Exchange Commission on October 3, 2014)
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5.1*
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Opinion
of Maples and Calder (Hong Kong) LLP regarding the validity of common shares being registered
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8.1*
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Opinion
of O
’
Melveny & Myers LLP regarding certain U.S.
tax matters
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8.2*
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Opinion
of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
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8.3*
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Opinion
of Grandall Law Firm (Shanghai) regarding certain PRC tax matters
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23.1*
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Consent
of PricewaterhouseCoopers Zhong Tian LLP
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23.2*
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Consent
of O
’
Melveny & Myers LLP (included in Exhibit 8.1)
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23.3
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Consent of Grandall Law Firm (Shanghai) (included in Exhibit 8.3)
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23.4*
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Consent
of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney
(included on signature page)
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†
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To be filed in connection with an offering of the securities.
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