Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
May 19 2022 - 8:46AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 19, 2022 |
Registration No. 333 - 220361 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
BEST Inc.
(Exact name of issuer of deposited securities as
specified in its charter)
Not Applicable
(Translation of issuer’s name into English)
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)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
(800) 927-9801
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
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Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336 2301
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It is proposed that this filing become effective under Rule 466:
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☐ |
immediately upon filing.
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☐ |
on (Date) at (Time). |
If a separate registration statement has been filed to
register the deposited shares, check the following box: ☐
The Registrant hereby amends this Post-Effective
Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
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 (“Receipt”)
Filed Herewith as Prospectus |
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1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article. |
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2. |
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) |
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) |
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) |
The collection and distribution of dividends |
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Reverse of Receipt - Paragraph (15). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraphs (17) and (18). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (15) and (17). |
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt – Paragraph (6);
Reverse of Receipt - Paragraphs (15), (17), and (19). |
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(vii) |
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) |
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). |
Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Face of Receipt – Paragraphs (2), (4), (6), (7), (9) and (10). |
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(x) |
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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(xi) |
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. |
AVAILABLE INFORMATION |
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Face of Receipt - Paragraph (14). |
BEST Inc. (the “Company”) is
subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, is required to file,
furnish or submit certain reports with, and submits certain reports to, the 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 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 Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) 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
(a)(i) Form of Amendment No. 1 to
Deposit Agreement, by and among BEST Inc. (the “Company”), Citibank, N.A., as depositary (the
“Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. —
Filed herewith as Exhibit (a)(i).
(a)(ii) Deposit Agreement, dated as of September 22,
2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued
thereunder. — Filed herewith as Exhibit (a)(ii).
(b) 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.
(c) Note
Conversion Letter Agreement, dated as of September 17, 2019, between the Depositary and the Company. — Filed herewith as
Exhibit (c).
(d) Opinion
of counsel for the Depositary as to the legality of the securities to be registered. — previously filed.
(e) Certificate
under Rule 466. — None.
(f) Powers
of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature
pages hereto.
| (a) | The Depositary 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. |
| (b) | 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. |
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
22, 2017 and as amended, by and among BEST Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time
of American Depositary Shares issued thereunder (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 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 19th day of May 2022.
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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 a specified number of Class
A ordinary shares of BEST Inc. |
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CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Mark Gherzo |
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Name: Mark Gherzo |
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Title: Attorney-in-Fact |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, BEST 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 Hangzhou, China, on May 19, 2022.
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BEST INC. |
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By: |
/s/ Shao-Ning Johnny Chou |
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Name: Shao-Ning Johnny Chou |
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Title: Chairman and Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Shao-Ning Johnny Chou to
act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and
stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the 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 following capacities on May 19, 2022.
Signature |
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Title |
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/s/ Shao-Ning Johnny Chou |
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Chairman and Chief Executive Officer |
Shao-Ning Johnny Chou |
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(Principal Executive Officer) |
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/s/ Lin Wan |
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Director |
Lin Wan |
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/s/ Xiao Hu |
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Director |
Xiao Hu |
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/s/ George Chow |
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Director |
George Chow |
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/s/ Wenbiao Li |
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Director |
Wenbiao Li |
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Signature |
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Title |
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/s/ Gloria Fan |
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Chief Financial Officer |
Gloria Fan |
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(Principal Financial and Accounting Officer) |
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/s/ Ying Wu |
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Director |
Ying Wu |
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/s/ Klaus Anker Petersen |
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Director |
Klaus Anker Petersen |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of BEST Inc. has signed Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 in Newark, Delaware on May 19, 2022.
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Authorized Representative in the U.S. |
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Puglisi & Associates |
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/s/ Donald J. Puglisi |
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Name: Donald J. Puglisi |
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Title: Managing Director |
Index to Exhibits
Exhibit |
Document |
Sequentially
Numbered Page |
(a)(i) |
Form of Amendment No. 1 to Deposit Agreement |
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(a)(ii) |
Deposit Agreement |
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(c) |
Note Conversion Letter Agreement |
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