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As filed with
the Securities and Exchange Commission on March 10, 2023
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Registration
No. 333-
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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
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HUYA 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)
_________________________
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, NY
10168
(800)
221-0102
(Address, including zip code, and
telephone number, including area code, of agent for service)
_________________________
Copies to:
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Haiping Li,
Esq.
Skadden, Arps,
Slate, Meagher & Flom LLP
JingAn Kerry
Center, Tower II,
46th
Floor
1539 Nanjing
West Road
Shanghai
200040, the People’s Republic of China
+86 (21)
6193-8200
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Melissa Butler,
Esq.
White &
Case LLP
5 Old Broad
Street
London EC2N 1DW
United Kingdom
+(44) 20
7532-1400
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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 one Class A
ordinary share of HUYA Inc.
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50,000,000 American Depositary
Shares
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$0.05
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$2,500,000
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$275.50
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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”) included as Exhibits A and B to the form of
Deposit Agreement and filed as Exhibit (a) to the registration
statement on Form F-6 (File No. 333-224563) previously filed by the
registrant 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 – Articles 6 and
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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Item 2. AVAILABLE INFORMATION
HUYA Inc.
(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 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)
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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. 333-224563) and incorporated herein by
reference.
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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 ADR, 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 March 10, 2023.
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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$0.0001 per share of HUYA Inc.
Deutsche Bank
Trust Company Americas, as Depositary
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By:
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/s/ Michal Tompkins
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Name: Michael Tompkins
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Title: Director
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By:
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/s/ Kelvyn Correa
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Name: Kelvyn Correa
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Title: Director
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Pursuant to the requirements of the Securities Act of 1933, as
amended, HUYA 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 registration statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized,
in Guangzhou, the People’s Republic of China on March 10,
2023.
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HUYA
Inc.
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By:
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/s/ Rongjie Dong
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Name: Rongjie Dong
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Title: Director and 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 Mr. Rongjie Dong and Ms. Ashley
Xin Wu, 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
March 10, 2023, in the capacities indicated.
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Signature
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Title
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/s/ Lingdong Huang
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Chairman of the Board of
Directors
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Lingdong Huang
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/s/ Rongjie Dong
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Director and Chief Executive
Officer
(Principal Executive Officer)
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Rongjie Dong
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/s/ David Xueling Li
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Director
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David Xueling Li
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/s/ Cheng Yun Ming Matthew
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Director
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Cheng Yun Ming Matthew
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/s/ Hai Tao Pu
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Director
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Hai Tao Pu
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/s/ Guang Xu
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Director
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Guang Xu
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/s/ Lei Zheng
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Director
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Lei Zheng
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/s/ Hongqiang Zhao
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Director
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Hongqiang Zhao
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/s/ Tsang Wah Kwong
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Director
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Tsang Wah Kwong
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/s/ Ashley Xin Wu
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Vice President of Finance
(Principal Financial and Accounting Officer)
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Ashley Xin Wu
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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 HUYA Inc., has signed this registration statement in New
York, United States of America on, March 10, 2023.
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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
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Index
to Exhibits
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Exhibit
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Document
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(d)
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Opinion of White & Case LLP,
counsel to the Depositary
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(e)
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Certification under Rule
466
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