Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
May 22 2020 - 1:17PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on May 22, 2020
Registration
No. 333-188778
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
___________________
China Finance Online Co. Limited
(Exact name of issuer of deposited securities
as specified in its charter)
China Finance Online Co. Limited
(Translation of issuer's name into English)
Hong Kong, Special Administrative Region
of the People's Republic of China
(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)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
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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 [Date] at [Time]
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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
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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 fifty ordinary shares of China Finance Online Co. Limited
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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 Amendment No. 1 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(2)
to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. 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 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
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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 China Finance Online Co. 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 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)(1)
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Form
of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement
dated as of
, 2020 among China Finance Online Co. 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.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement, including the Form of American Depositary
Receipt, is filed herewith as Exhibit (a)(2).
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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 May 22, 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, China Finance Online Co. 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, on May 22, 2020.
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China Finance Online Co. Limited
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By:
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/s/ Zhiwei Zhao
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Name:
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Zhiwei Zhao
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Title:
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Chief Executive Officer
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Under the requirements of the Securities
Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on May 22, 2020,
in the capacities indicated.
SIGNATURES
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Signature
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Title
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/s/ Zhiwei Zhao
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Chairman and Chief Executive
Officer
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Zhiwei Zhao
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/s/ Jun (Jeff) Wang
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Director
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Jun (Jeff) Wang
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/s/ Zheng James Chen
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Director
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Zheng James Chen
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/s/ Jian Wang
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Director
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Jian Wang
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Director
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Yaowei Zhang
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/s/ Ying Zhu
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Acting Chief Financial Officer
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Ying Zhu
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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 China Finance Online Co. Limited, has signed
this Post-Effective Amendment to Registration Statement on Form F-6 on May 22, 2020.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Managing Director
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Puglisi & Associates
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INDEX
TO EXHIBITS
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Exhibit Number
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(a)
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Form of Second Amended and Restated Deposit Agreement.
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(e)
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Rule 466 Certification
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