UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
F-6
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
_________
BIT
Mining Limited
(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)
_______________________________
Deutsche Bank
Trust Company Americas
(Exact name of depositary as
specified in its charter)
1 Columbus
Circle
New York, New
York 10019
+1 (212)
250-9100
(Address, including zip code, and
telephone number, including area code, of depositary’s principal
executive offices)
_________
Cogency Global
Inc.
122 East
42nd
Street, 18th Floor
New York, New
York 10168
+1 (212)
947-7200
(Address, including zip code, and
telephone number, including area code, of agent for service)
_______________________________
Copies to:
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Yi Gao,
Esq.
Simpson Thacher
& Bartlett LLP
35th Floor,
ICBC Tower
3 Garden
Road
Central, Hong
Kong
+852-2514-7600
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Melissa Butler,
Esq.
White &
Case LLP
5 Old Broad
Street
London EC2N 1DW
United Kingdom
+44 20
7532-1502
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_______________________________
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It is proposed that this filing become effective under Rule
466:
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☒ immediately upon filing.
☐ 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, each representing 10 Class A
ordinary shares of BIT Mining Limited.
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100,000,000 American Depositary
Shares
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$0.05
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$5,000,000
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$463.50
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1 |
For the purpose of this table only the term "unit" is defined
as one American Depositary Share.
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2 |
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 registration statement 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
The prospectus consists of the proposed form of American
Depositary Receipt (“Receipt”) filed as Exhibit (a)(ii) to this
registration statement and is incorporated herein by
reference.
Item 1. DESCRIPTION OF
SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of 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 paragraph
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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 (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy
soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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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 – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit
arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for
extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the
depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the
underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay,
either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the
depositary to the foreign issuer of the deposited securities
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Face of Receipt – Article 9
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Item 2. AVAILABLE
INFORMATION
BIT Mining Limited (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 at 100 F Street, N.E., Washington D.C. 20549.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)(i)
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Form of Deposit Agreement, by and among the Company, Deutsche
Bank Trust Company Americas, as depositary (the “Depositary”), and
all holders and beneficial owners from time to time of ADSs issued
thereunder (“Deposit Agreement”). — Previously filed as
Exhibit (a) to Form F-6 (File No. 333-192259) and incorporated
herein by reference.
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(a)(ii)
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Form of Receipt. — Previously filed pursuant to Rule
424(b)(3) (File No. 333-192259), on April 20, 2021 and filed
herewith as Exhibit (a)(ii).
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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 ADSs 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 White & Case LLP, counsel to the Depositary, as
to the legality of the securities to be registered. — Filed
herewith as Exhibit (d).
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(e)
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Certification 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 of the
Company. — Set forth on the signature pages hereto.
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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 ADRs, 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 ADR 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, the registrant 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 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 September 22, 2022.
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Legal entity created by the form of Deposit Agreement for the
issuance of Receipts for Class A ordinary shares, par value
US$0.00005 per share
of BIT Mining Limited.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Tompkins
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Name:
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Michael Tompkins
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Title:
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Director
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By:
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/s/ Michael Curran
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Name:
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Michael Curran
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Title:
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Vice President
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Pursuant to the requirements of the
Securities Act of 1933, as amended, BIT Mining 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
registration statement on Form F-6 to be signed on its behalf by
the undersigned, thereunto duly authorized, in Hong Kong, the
People's Republic of China, on September 22, 2022.
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BIT Mining Limited
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By:
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/s/ Xianfeng Yang
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Name:
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Xianfeng Yang
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Title:
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Chief Executive Officer
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POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and
appoints each of Xianfeng Yang and Bo Yu, his or her true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement and any and all related registration statements pursuant
to Rule 462(b) of the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Under the requirements of the
Securities Act of 1933, as amended, this registration statement has
been signed by the following persons on September 22, 2022, in the
capacities indicated.
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Signature
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Title
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/s/ Bo Yu
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Chairman of the Board of Directors
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Name: Bo Yu
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/s/ Man San Vincent Law
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Executive Director
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Name: Man San Vincent Law
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/s/ Qian Sun
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Independent Director
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Name: Qian Sun
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/s/ Honghui Deng
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Independent Director
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Name: Honghui Deng
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/s/ Yan Ki Angel Wong
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Independent Director
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Name: Yan Ki Angel Wong
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/s/ Xianfeng Yang
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Chief Executive Officer
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Name: Xianfeng Yang
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(principal executive officer)
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/s/ Qiang Yuan
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Chief Financial Officer
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Name: Qiang Yuan
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(principal financial and accounting officer)
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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 BIT Mining Limited, has
signed this registration statement in New York, New York, United
States of America on September 22, 2022.
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name: Colleen
A. De Vries
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Title: Senior
Vice-President on behalf of Cogency Global Inc.
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Index to
Exhibits
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Exhibit
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Document
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(a)(ii)
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Form of Receipt
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(d)
(e)
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Opinion of White & Case LLP, counsel to the
Depositary
Certification under Rule 466
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