ANPC

 

As filed with the Securities and Exchange Commission on October 24, 2022

Registration No. 333  -  234548

 

 

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

 

 

ANPAC BIO-MEDICAL SCIENCE CO., LTD. 

(Exact name of issuer of deposited securities as specified in its charter)

 

 

N/A 

(Translation of issuer’s name into English)

 

 

British Virgin Islands 

(Jurisdiction of incorporation or organization of issuer)

 

 

CITIBANK, N.A. 

(Exact name of depositary as specified in its charter)

 

 

388 Greenwich Street 

New York, New York 10013 

(877) 248 - 4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

AnPac Technology USA Co., Ltd.

Suite 150, 3 Spring House Innovation Park

Ambler, PA 19002 (Lab-PA)

267-460-0598

(Address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Anthony W. Basch, Esq. Kaufman & Canoles, P.C. Two James Center, 14th Floor 1021 E. Cary St. Richmond, VA 23219

Herman H. Raspé, Esq.  Patterson Belknap Webb & Tyler LLP  1133 Avenue of the Americas  New York, New York 10036  (212) 336-2301

 

  

	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 : ☐

 

The Registrant hereby amends this Post-Effective Amendment No. 1 to 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 Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

This Post-Effective Amendment No. 1 to 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.

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1.		DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt  - TopCenter.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt  - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (14); Reverse of Receipt - Paragraph (17) and (18).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (15) and (17).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (6); Reverse of Receipt - Paragraphs (15), (17) and (19).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).

 

 

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (4), (6), (7), (9), and (10).
	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
	(xi)	Fees and charges which may be imposed directly  or indirectly on holders of ADSs		Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (14).

 

AnPac Bio-Medical Science Co., Ltd. (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 or submit certain reports with, and submits 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.

 

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.	EXHIBITS
	(a)(i) Form of Amendment No. 1 to the Deposit Agreement, by and among the AnPac Bio-Medical Science Co., Ltd. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i).
	(a)(ii) Deposit Agreement, dated as of February 3, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”).___ Filed herewith as Exhibit (a)(ii).
	(b)(i) Convertible Debenture Side Letter between the Company and the Depositary, dated as of April 22, 2022. - Filed herewith as Exhibit (b)(i).
	(b)(ii) Convertible Note Side Letter between the Company and the Depositary, dated as of July 23, 2021. - Filed herewith as Exhibit (b)(ii).
	(b)(iii) Convertible Note Side Letter between the Company and the Depositary, dated as of March 16, 2021. - Filed herewith as Exhibit (b)(iii).
	(b)(iv) Convertible Note Side Letter between the Company and the Depositary, dated as of August 7, 2020. - Filed herewith as Exhibit (b)(iv).
	(b)(v) Custodian Services Agreement for Structural Safekeeping Account between the Company and the Depositary, dated August 7, 2020. - Filed herewith as Exhibit (b)(v).
	(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. ___ None.
	(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ None.
	(e) Certificate under Rule 466. ___ None.
	(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto.

 

 

Item 4.	UNDERTAKINGS
	(a)	The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, 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 ADS thirty (30) days before any change in the fee schedule.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of February 3, 2020 (the “Deposit Agreement”), by and among AnPac Bio-Medical Science Co., Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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 the City of New York, State of New York, on the 24th day of October 2022.

 

	Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each American Depositary Share representing the right to receive the specified number of Class A ordinary shares of AnPac Bio-Medical Science Co., Ltd.
	CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/Joseph Connor
		Name: Joseph Connor
		Title: Attorney-in-Fact

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, AnPac Bio-Medical Science Co., Ltd. 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 New York, New York, on October 24, 2022.

 

	ANPAC BIO-MEDICAL SCIENCE CO., LTD.
	By:	/s/ Haohan Xu
		Name: Haohan Xu
		Title:   Co-Chairperson of the Board of Directors

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Haohan Xu to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 24, 2022.

  

Signature		Title
/s/ Haohan Xu		Co-Chief Executive Officer
Haohan Xu
/s/ Xiaoyu Li		Chief Financial Officer
Xiaoyu Li
/s/ Jinqiu Tang		Chief Financial Officer
Jinqiu Tang
/s/ Tianruo Pu		Director
Tianruo Pu
/s/ Zhigang Zhao		Director
Zhigang Zhao
/s/ Honggang Tian		Director
Honggang Tian

  

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of AnPac Bio-Medical Science Co., Ltd. has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in Ambler, Pennsylvania on October 24, 2022.

 

Authorized U.S. Representative:

 

Anpac Technology USA Co.

  

By:	/s/ Sharon M. Vorse-Yu
	Name: Sharon M. Vorse-Yu
	Title:   Vice President, Technical Operations

 

 

 

Index to Exhibits

 

Exhibit	Document	Sequentially Numbered Page
(a)(i)	Form of Amendment No. 1 to Deposit Agreement
(a)(ii)	Deposit Agreement
(b)(i)	Convertible Debenture Side Letter, dated as of April 22, 2022
(b)(ii)	Convertible Note Side Letter, dated as of July 23, 2021
(b)(iii)	Convertible Note Side Letter, dated as of March 16, 2021
(b)(iv)	Convertible Note Side Letter, dated as of August 7, 2020
(b)(v)	Custodian Services Agreement for Structural Safekeeping Account, dated as of August 7, 2020