F-6 1 d662004df6.htm FORM F-6 Form F-6

As filed with the Securities and Exchange Commission on November 23, 2018.

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

 

MOGU Inc.

(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)

 

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

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

 

 

The Bank of New York Mellon

ADR Division

225 Liberty Street, 21st Floor

New York, New York 10286

(212) 495-1784

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

 

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

 

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
offering
price per unit(1)		   Proposed
maximum
aggregate
offering price		   Amount of
registration fee(2)

American Depositary Shares representing Class A ordinary shares of MOGU Inc.

  

500,000,000

American Depositary Shares

   $5.00   $25,000,000   $3,030.00

 

 

(1) 

For the purpose of this table only the term “unit” is defined as 100 American Depositary Shares or portion thereof.

(2) 

Pursuant to Rule 457(k) under the Securities Act of 1933, the registration fee is based on the maximum aggregate amount of fees or charges to be imposed in connection with the issuance of the American Depositary Shares being registered.

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.

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

Item - 1.  

Description of Securities to be Registered

  Cross Reference Sheet
 

Item Number and Caption

    Location in Form of Receipt
Filed Herewith as Prospectus
  1.   Name and address of depositary    Introductory Article
  2.   Title of the depositary shares and identity of deposited securities    Face of Receipt, top center
    Terms of Deposit:   
    (i)    The amount of deposited securities represented by one unit of depositary shares    Face of Receipt, upper right corner
    (ii)    The procedure for voting, if any, the deposited securities    Articles number 15, 16 and 18
    (iii)    The procedure for collection and distribution of dividends    Articles number 4, 12, 14, 15, 18 and 21
    (iv)    The procedure for transmission of notices, reports and proxy soliciting material    Articles number 11, 15, 16 and 18
    (v)    The sale or exercise of rights    Articles number 13, 14, 15 and 18
    (vi)    The deposit or sale of securities resulting from dividends, splits or plans of reorganization    Articles number 12, 14, 15, 17 and 18
    (vii)    Amendment, extension or termination of the deposit agreement    Articles number 20 and 21
    (viii)    Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares    Article number 11
    (ix)    Restrictions upon the right to transfer or withdraw the underlying securities    Articles number 2, 3, 4, 6, 7 and 21
    (x)    Limitation upon the liability of the depositary    Articles number 13, 18, 21 and 22
  3.   Fees and Charges    Article number 7
Item - 2.  

Available Information

    Public reports furnished by issuer    Article number 11

 

- 2 -

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item - 3.

Exhibits

 

a.

Form of Deposit Agreement dated as of                     , 2018, among MOGU Inc., The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.- Filed herewith as Exhibit 1.

 

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.

 

e.

Certification under Rule 466. - Not Applicable.

 

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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.

 

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 23, 2018.

 

Legal entity created by the agreement for the issuance of depositary shares representing Class A ordinary shares of MOGU Inc.
By:    The Bank of New York Mellon
   As Depositary
   By:  

/s/ Anthony F. Moro

   Name:   Anthony F. Moro
   Title:   Managing Director

 

- 4 -

Pursuant to the requirements of the Securities Act of 1933, MOGU Inc. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Hangzhou, China, on November 23, 2018.

 

MOGU Inc.
By:  

/s/ Qi Chen

Name:   Qi Chen
Title:   Chairman of the Board of Directors and Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints Qi Chen and Helen Ting Wu, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 23, 2018.

 

/s/ Qi Chen

Qi Chen

   

Chairman of the Board of Directors and Chief Executive Officer

(principal executive officer)

/s/ Helen Ting Wu

Helen Ting Wu

   

Chief Financial Officer

(principal financial and accounting officer)

/s/ Xuqiang Yue

Xuqiang Yue

   

Director

/s/ Yibo Wei

Yibo Wei

   

Director

/s/ Bo Hong

Bo Hong

   

Director

/s/ Xianjie Zeng

Xianjie Zeng

   

Director

/s/ JP Gan

JP Gan

   

Director

 

- 5 -

/s/ Zhaohui Li

Zhaohui Li

   

Director

/s/ Yu Long

Yu Long

   

Director

/s/ Le Yu

Le Yu

   

Director

 

- 6 -

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of MOGU Inc., has signed this registration statement in Newark, Delaware, United States of America, on November 23, 2018.

 

Authorized U.S. Representative
By:      

/s/ Donald J. Puglisi

  Name:    Donald J. Puglisi
  Title:      Managing Director

 

- 7 -

INDEX TO EXHIBITS

 

Exhibit

Number

   

Exhibit

1    Form of Deposit Agreement dated as of                     , 2018 among MOGU Inc., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
4    Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.

 

- 8 -