As filed with the Securities and Exchange Commission on January 25, 2021
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Genetron Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1-2/F, Building 11, Zone 1,
No.8 Life Science Parkway
Changping District, Beijing, 102206
Peoples Republic of China
+86 10 5090-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
2019 Genetron Health Share Incentive Plan
2019 Genetron Health Share Incentive Scheme
(Full title of the plans)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800)
221-0102
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent For Service)
Copy to:
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Sizhen Wang
Chief Executive Officer
1-2/F, Building 11, Zone 1
No.8 Life Science Parkway
Changping District, Beijing, 102206
Peoples Republic of
China
+86 10 5090-7500
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Li He, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club
Building
3A Chater Road, Central
Hong Kong
+852 2533-3300
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James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor,
The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
+852 2533-3300
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each
Class of Securities
to be Registered(1)
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Amount to be
Registered(2)
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Proposed
Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee(7)
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Ordinary shares, par value $0.00002 per share
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23,293,767(3)
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$0.03(3)
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$698,813.01
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$76.24
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Ordinary shares, par value $0.00002 per share
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2,685,000(4)
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$0.99(4)
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$2,648,752.50
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$288.98
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Ordinary shares, par value $0.00002 per share
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28,812,833(5)
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$4.14(5)
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$119,270,722.20
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$13,012.44
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Total
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54,791,600 (6)
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$122,618,287.71
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$13,377.66
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(1)
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The ordinary shares of Genetron Holdings Limited (the Registrant) registered hereunder are
represented by the Registrants American depositary shares (ADSs), with each ADS representing five ordinary shares, par value $0.00002 per share. The registrants ADSs issuable upon deposit of the ordinary shares have been
registered under a separate registration statement on Form F-6 (333-235249).
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(2)
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Represents ordinary shares issuable under the 2019 Genetron Health Share Incentive Plan (the 2019
Plan) and the 2019 Genetron Health Share Incentive Scheme (the 2019 Scheme, and together with the 2019 Plan, the Plans) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as
provided in the Plans.
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(3)
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Represents (i) ordinary shares issuable upon the exercise of outstanding options previously granted,
(ii) outstanding restricted shares previously granted, and (iii) ordinary shares issuable in connection with outstanding restricted share units previously granted, each under the 2019 Plan as of the date of this registration statement. The
maximum offering price per share represents the average exercise price of the options and the purchase price of restricted share units and restricted shares which have been already granted and are outstanding under the 2019 Plan.
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(4)
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Represents (i) ordinary shares issuable upon the exercise of outstanding options previously granted,
(ii) outstanding restricted shares previously granted, and (iii) ordinary shares issuable in connection with outstanding restricted share units previously granted, each under the 2019 Scheme as of the date of this registration statement.
The maximum offering price per share represents the average exercise price of the options and the purchase price of restricted share units and restricted shares which have been already granted and are outstanding under the 2019 Scheme.
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(5)
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Represents ordinary shares to be issued pursuant to the Plans. The proposed maximum offering price per share,
which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$20.70 per ADS, the average of the high and low prices for the Registrants ADSs as quoted
on the Nasdaq Global Market on January 15, 2021 and adjusted for the ordinary share-to-ADS ratio.
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(6)
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Any ordinary shares covered by an award granted under the Plans (or portion of an award) that is forfeited,
cancelled or otherwise expires for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the Plans.
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(7)
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Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets a portion of the registration
fee for this registration statement on Form S-8 by US$4,205.52, which represents the entirety of the registration fee of US$4,205.52 previously paid with respect to the 12,000,000 unsold securities previously
registered on the Registrants Registration Statement on Form F-1 (File No. 333- 234805) initially filed by the Registrant with the Securities and Exchange
Commission on November 21, 2019 and declared effective on June 18, 2020.
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