Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
May 20 2020 - 3:10PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on May 20, 2020
Registration
No. No. 333-205526
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 Depositary Shares Evidenced by American
Depositary Receipts
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Jupai Holdings Limited
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New
York, New York 10179
Telephone (800) 990-1135
(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
Telephone: (800) 221.0102
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
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)
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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
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 six ordinary shares of Jupai Holdings 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)
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Each unit represents one American Depositary Share.
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(2)
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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 Receipts evidencing American Depositary Shares.
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The Registrant hereby amends this 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 Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment
to Registration Statement on Form F-6, which is incorporated herein by reference.
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 Filed
Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees
and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement
that Jupai Holdings Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended,
and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected
and copied through the Securities and Exchange Commission’s EDGAR system or at public reference facilities maintained
by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)
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Form
of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated
as of , 2020
among Jupai Holdings Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the
"Deposit Agreement"), including the Form
of American Depositary Receipt, is filed herewith as Exhibit (a).
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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 American Depositary Shares 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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality
of the securities being registered. Previously filed.
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(e)
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Certification under Rule 466.
Not applicable.
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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 American Depositary
Receipts, 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 amounts of fees charged are 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 American Depositary Receipt thirty days before any change
in the fee schedule.
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SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created
by 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 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 May 20, 2020.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Jupai Holdings 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 to Registration Statement
on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China on May 20, 2020.
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Jupai Holdings Limited
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By:
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/s/
Jianda Ni
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Name:
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Jianda Ni
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Jianda Ni and Min Liu, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his 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, 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, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on May 20, 2020
in the capacities indicated.
Signature
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Title
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/s/ Jianda Ni
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Chairman of the Board of Directors
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Jianda Ni
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and Chief Executive Officer
(principal executive officer)
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/s/ Linda Wong
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Chief Operating Officer
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Linda Wong
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/s/ Min Liu
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Chief Financial Officer
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Min Liu
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(Principal Financial and Accounting Officer)
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/s/ Xin Zhou
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Director
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Xin Zhou
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/s/ Guoping Yang
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Independent Director
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Guoping Yang
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/s/ Bang Zhang
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Independent Director
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Bang Zhang
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/s/ Hongchao Zhu
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Independent Director
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Hongchao Zhu
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
in the United States
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of Jupai Holdings Limited, has signed this Post-Effective
Amendment to Registration Statement on Form F-6 in New York, NY, on May 20, 2020.
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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
Exhibit Number
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(a)
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Form
of Amended and Restated Deposit Agreement.
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