As filed with the Securities and Exchange Commission on March 10, 2023
Registration No. 333-


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
________
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:
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
Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400
_________________________
It is proposed that this filing become effective under Rule 466:
☒ immediately upon filing.
☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box:  ☒
_________________________
CALCULATION OF REGISTRATION FEE
Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
American Depositary Shares, each representing one Class A ordinary share of HUYA Inc.
50,000,000 American Depositary Shares
$0.05
$2,500,000
$275.50
1
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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.
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
Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
1.
Name of depositary and address of its principal executive office
 
Face of Receipt – introductory paragraph
2.
Title of Receipts and identity of deposited securities
 
Face of Receipt – top center
Terms of Deposit:
   
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
 
Face of Receipt – upper right corner
 
(ii)
The procedure for voting the deposited securities
 
Reverse of Receipt – Articles 14 and 15
 
(iii)
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
 
(v)
The sale or exercise of rights
 
Reverse of Receipt – Articles 13 and 14
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
 
(vii)
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
 
Face of Receipt – Article 12
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
 
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
 
(x)
Limitation on the depositary’s liability
 
Face of Receipt – Articles 6 and 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
 
Face of Receipt – Article 9



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
 
(a)
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.
 
(b)
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.
 
(c)
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.
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
 
(e)
Certification under Rule 466. — Filed herewith as Exhibit (e).
 
(f)
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
Item 4. UNDERTAKINGS
 
(a)
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.
 
(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 ADR thirty (30) days before any change in the fee schedule.



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.
 
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

 
By:
/s/ Michal Tompkins
   
Name: Michael Tompkins
 
   
Title: Director

 
 
By:
/s/ Kelvyn Correa
   
Name: Kelvyn Correa
 
   
Title: Director
 



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.

 
HUYA Inc.
 
By:
/s/ Rongjie Dong
   
Name: Rongjie Dong
   
Title: Director and Chief Executive Officer




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.

Signature
Title
/s/ Lingdong Huang
Chairman of the Board of Directors
Lingdong Huang
 
/s/ Rongjie Dong
Director and Chief Executive Officer
(Principal Executive Officer)
Rongjie Dong

 
/s/ David Xueling Li
Director
David Xueling Li

 
/s/ Cheng Yun Ming Matthew
Director
Cheng Yun Ming Matthew

 
/s/ Hai Tao Pu
Director
Hai Tao Pu

 
/s/ Guang Xu
Director
Guang Xu

 
/s/ Lei Zheng
Director
Lei Zheng

 
/s/ Hongqiang Zhao
Director
Hongqiang Zhao

 
/s/ Tsang Wah Kwong
Director
Tsang Wah Kwong
 
/s/ Ashley Xin Wu
Vice President of Finance
(Principal Financial and Accounting Officer)
Ashley Xin Wu
 



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.
 
COGENCY GLOBAL INC.

 
By:
/s/ Colleen A. De Vries
   
Name: Colleen A. De Vries

   
Title: Senior Vice President




Index to Exhibits
Exhibit
Document
(d)
Opinion of White & Case LLP, counsel to the Depositary
(e)
Certification under Rule 466

HUYA (NYSE:HUYA)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more HUYA Charts.
HUYA (NYSE:HUYA)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more HUYA Charts.