Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
December 23 2022 - 10:22AM
Edgar (US Regulatory)
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As filed with
the Securities and Exchange Commission on December 23, 2022
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Registration
No. 333-267548
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UNITED STATES
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
______________
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:
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(3)
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American Depositary Shares, each representing one hundred
(100)
Class A ordinary shares of BIT Mining 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 |
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
Post-Effective Amendment No. 1 to the 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.
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on
Form F-6 (Registration No. 333-267548) is being filed solely to (i)
effect a ratio change for each American Depositary Share so that
the new ratio shall be one (1) American Depositary Share to one
hundred (100) Class A ordinary shares of BIT Mining Limited and
(ii) make corresponding changes reflecting the ratio change to the
previously filed Deposit Agreement.
PART
I
INFORMATION REQUIRED IN PROSPECTUS
The
prospectus consists of the proposed form of American Depositary
Receipt (“Receipt”) included as Exhibits A and B to the form of
Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(ii)
to this Post-Effective Amendment to the Registration Statement on
Form F-6 (File No. 333-267548), which is incorporated herein by
reference.
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Item 1.
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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.
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AVAILABLE
INFORMATION
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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, is required to file certain
reports with, and furnish or submit certain reports to, the U.S.
Securities and Exchange Commission (the
“Commission”). These reports can be retrieved from the
Commission’s 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
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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 Amendment No. 1 to the Deposit Agreement— 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. — Previously
filed as Exhibit (d) to Form F-6 (File No. 333-267548) and
incorporated herein by reference.
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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. —– Previously filed (Form F-6, File No. 333-267548) and
incorporated herein by reference.
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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 Post-Effective Amendment No. 1 to the
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 December 23, 2022.
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Legal entity created by the form
of Deposit Agreement for the issuance of American Depositary
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 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 Akron, Ohio, on
December 23, 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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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration
Statement on Form F-6 has been signed by the following persons on
December 23, 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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Name:
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Bo Yu
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Chairman of the Board of
Directors
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/s/ *
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Name:
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Man San Vincent Law
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Executive Director
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/s/ *
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Name:
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Qian Sun
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Independent Director
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/s/ *
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Name:
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Honghui Deng
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Independent Director
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/s/ *
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Name:
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Yan Ki Angel Wang
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Independent Director
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/s/ Xianfeng Yang
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Name:
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Xianfeng Yang
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Chief Executive Officer
(principal executive
officer)
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/s/ *
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Name:
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Qiang Yuan
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Chief Financial Officer
(principal financial and
accounting officer)
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* By:
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/s/ Bo Yu
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Name:
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Bo Yu
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Title:
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Attorney-in-fact
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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 Post-Effective
Amendment No. 1 to the Registration Statement on Form F-6 in New
York, New York, United States of America on December 23,
2022.
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Authorized U.S.
Representative
Cogency Global
Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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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 Amendment No. 1 to the
Deposit Agreement
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(e)
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Rule 466 Certification
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