Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
August 31 2018 - 11:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 31, 2018
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Registration No. 333 - 213560
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-6
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN
DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Gridsum
Holding Inc.
(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 organization
of issuer
)
CITIBANK, N.A.
(Exact name of depositary as specified in
its charter
)
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone
number, including area code, of depositary’s principal executive offices)
Cogency
Global Inc.
10 East 40
th
Street, 10
th
Floor
New York, New York 10016
(800) 221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Horace L. Nash, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
United States of America
(650) 988-8500
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Niping Wu, Esq.
Fenwick & West LLP
Unit 908, 1155 Fang Dian Road
Pudong, Shanghai 201204
People’s Republic of China
(86-21) 8017-1200
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
(212) 336-2301
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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 (Date) at (Time).
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If a separate registration statement has been filed
to register the deposited shares, check the following box :
o
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*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares, each representing one Class B ordinary share of Gridsum Holding Inc.
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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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*
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Each unit represents 100 American Depositary Shares.
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**
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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 Post-Effective Amendment No. 1 to
Registration Statement on Form F-6 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.
This Post-Effective Amendment
No. 1 to the Registration Statement on Form F-6 is being filed solely for the sole purpose of changing the identity of the agent
for service noted on the cover page and the authorized representative in the United States signatory to this registration statement.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
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Item 1.
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“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 Article.
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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 ("ADSs")
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Face of Receipt
- Upper right corner.
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(ii)
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The procedure for voting, if any, the deposited securities
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Reverse of Receipt
- Paragraphs (17) and (18).
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(iii)
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The collection and distribution of dividends
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Reverse of Receipt
- Paragraph (15).
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Face of Receipt
- Paragraph (14);
Reverse of Receipt
- Paragraph (17).
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(v)
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The sale or exercise of rights
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Reverse of Receipt
– Paragraphs (15) and
(16).
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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
- Paragraphs (3) and (6);
Reverse of Receipt
- Paragraphs (15) and (19).
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(vii)
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Amendment, extension or termination of the deposit agreement
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Reverse of Receipt
- Paragraphs (23) and (24) (no provision for extensions).
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
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Face of Receipt
- Paragraph (14).
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Face of Receipt
– Paragraphs (2), (3), (4), (6), (7), (9) and (10).
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(x)
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Limitation upon the liability of the Depositary
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Face of Receipt
- Paragraph (8);
Reverse of Receipt
- Paragraphs (20) and (21).
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3.
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Fees and charges which may be imposed directly or indirectly on holders of ADSs
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Face of Receipt
- Paragraph (11).
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Item 2.
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AVAILABLE
INFORMATION
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Face of Receipt
- Paragraph (14).
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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 located at 100 F Street, N.E., Washington, D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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(a)
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Deposit Agreement, dated as of September 28, 2016, by and among
Gridsum Holding Inc. (the “
Company
”), Citibank, N.A., as depositary (the “
Depositary
”),
and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “
Deposit Agreement
”).
— 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. — None.
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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. — None.
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(d)
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Opinion of counsel for the Depositary as to the legality of
the securities to be registered. — Previously filed.
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(e)
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Certificate 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 and the
authorized representative of the Company. — Previously Filed.
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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 ADSs, 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 ADS 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, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as
of September 28, 2016, by and among Gridsum Holding Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners
of American Depositary Shares issued thereunder, 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 No. 1 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 the 31st of
August, 2018.
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Legal entity created by the Deposit Agreement under
which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one Class
B ordinary share of Gridsum Holding Inc.
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CITIBANK, N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo
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Name: Keith Galfo
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Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Gridsum Holding Inc. 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 No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned thereunto duly authorized, in Beijing
,
on the 31st day of August, 2018.
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Gridsum Holding Inc.
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By:
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/s/ Guosheng Qi
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Name: Guosheng Qi
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Title: Chief Executive Officer and Chairman
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Pursuant to the requirements of the United
States Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed
by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Guosheng Qi
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August 31, 2018
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Guosheng Qi
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Chief Executive Officer and Chairman (principal executive officer)
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/s/ Michael Peng Zhang
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August 31, 2018
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Michael Peng Zhang
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Co-Chief Financial Officer (co-principal financial and accounting officer)
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/s/ Ravi Sarathy
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August 31, 2018
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Ravi Sarathy
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Co-Chief Financial Officer (co-principal financial and accounting officer)
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Guofa Yu*
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August 31, 2018
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Director
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Xiang Fan*
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August 31, 2018
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Director
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Yanchun Bai*
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August 31, 2018
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Director
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Xudong Gao*
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August 31, 2018
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Director
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Thomas Adam Melcher*
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August 31, 2018
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Director
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Peter Andrew Schloss*
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August 31, 2018
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Director
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*By:
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/s/ Guosheng Qi
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Guosheng Qi, Attorney-in-Fact
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Signature
of Authorized Representative in the United States
Pursuant to the requirements of the United States Securities
Act of 1933, as amended, the undersigned, the registrant’s duly authorized representative in the United States has signed
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in New York, New York on the 31st day of August, 2018.
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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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Sequentially
Numbered Page
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(a)
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Deposit Agreement
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(e)
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Rule 466 Certification
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