Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
01 June 2022 - 4:33AM
Edgar (US Regulatory)
As filed with the
U.S. Securities and Exchange Commission on May 31, 2022
Registration
No. 333-225443
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 Depositary Shares Evidenced by American
Depositary Receipts
RISE Education Cayman
Ltd.
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
The 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.
10 East 40th Street,
10th Floor
New York, NY 10016
Telephone: (800) 221-0102
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
JPMorgan Chase Bank,
N.A.
383 Madison Avenue,
Floor 11
New York, NY, 10179
Tel. No.: (800) 990-1135
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 |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified number of Ordinary
Shares, par value US$0.01 per share, of RISE Education Cayman Ltd |
N/A |
N/A |
N/A |
N/A |
| (1) | Each unit represents 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
Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained herein also relates
to American Depositary Shares registered under Form F-6 Registration Statement No. 333-220873.
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 Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) 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) |
Name and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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(2) |
 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) |
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) |
Procedure for voting, if any, the deposited securities |
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Paragraph (5), (6), (11) and (12) |
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(iii) |
Collection and distribution of dividends |
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Paragraphs (4), (5), (7) and (10) |
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(iv) |
Transmission of notices, reports and proxy soliciting material |
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Paragraphs (3), (8), (11) and (12) |
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(v) |
Sale or exercise of rights |
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Paragraphs (4), (5) and (10) |
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(vi) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (3), (4), (5), (10) and (13) |
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(vii) |
Amendment, extension or termination of the Deposit Agreement |
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Paragraphs (15), (16) and (17) |
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(viii) |
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) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Paragraphs (1), (2), (4), (5) and (6) |
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(x) |
Limitation upon the liability of the Depositary |
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Paragraph (14) |
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(3) |
Fees
and Charges |
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Paragraph (7) |
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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(a) |
Statement that RISE Education Cayman Ltd 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 by
holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission
in Washington, D.C. |
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Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit
Agreement. Form of Deposit Agreement among RISE Education Cayman Ltd, JPMorgan Chase
Bank, N.A., as depositary (the “Depositary”), and all holders from time to time
of ADRs issued thereunder (the “Deposit Agreement”). Previously filed as Exhibit
(a) to Post-Effective Amendment No. 1 to Registration Statement on Form F-6/A (File No. 333-220873) filed
on October 17, 2017 and incorporated by reference herein. |
| (a)(2) | Form of
Amendment to Deposit Agreement, including the form of American Depositary Receipt. Filed
herewith as Exhibit (a)(2). |
| (b) | 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. |
| (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
counsel to the Depositary as to the legality of the securities being registered. Previously
filed. |
| (e) | Certification
under Rule 466. Filed herewith as Exhibit (e). |
| (f) | Power of
Attorney for certain officers and directors of the Registrant. Included as part of 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 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. |
| (b) | 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. |
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 31, 2022.
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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: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/ Lisa M. Hayes |
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Name: |
Lisa M. Hayes |
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Title: |
Vice President |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, RISE Education Cayman 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 to Registration Statement on Form F-6 to
be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on May 31, 2022.
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RISE EDUCATION CAYMAN LTD |
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By: |
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/s/ Lihong Wang |
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Name: |
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Lihong Wang |
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Title: |
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Chairwoman
and Chief Executive Officer |
Each person whose signature appears below
constitutes and appoints each of Lihong Wang and Alex Wu as attorneys-in-fact with full power of substitution, for him or her
in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent
may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities
Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of American depositary shares (the “ADSs”) representing ordinary shares of the registrant,
including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below
to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange
Commission with respect to such ADSs, to any and all amendments or supplements to such Registration Statement, whether such amendments
or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed
pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with
such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of
such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause
to be done by virtue hereof.
Under the requirements of the Securities Act
of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on
May 31, 2022 in the capacities indicated.
Signature |
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Title |
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/s/ Lihong Wang
Lihong Wang |
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Chairwoman, Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ Jonathan Jia Zhu
Jonathan Jia Zhu |
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Director
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Zhongjue Chen |
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Director
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/s/ Weili Hong |
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Independent Director |
Weili Hong |
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Jun Yan |
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Independent Director
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Alex Wu |
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Acting Chief Financial Officer
(Principal Financial and Accounting officer) |
SIGNATURE OF AUTHORIZED
U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the United
States Securities Act of 1933, as amended, the undersigned, the registrant’s duly authorized representative in the United States,
has signed this Post-Effective Amendment to Registration Statement on Form F-6 in the City of New York, State of New York, on the 31st
day of May, 2022.
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AUTHORIZED U.S. REPRESENTATIVE |
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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 |
INDEX TO EXHIBITS
Exhibit Number |
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(a)(2) |
Form of Amendment No. 1 to Deposit
Agreement. |
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(e) |
Rule 466 Certification. |
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