F-6 1 a15-14_f6.htm FORM F6 a15-14_f6.htm
 
 
As filed with the Securities and Exchange Commission on March 3, 2015
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
________________________________________

Hailiang Education Group 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)

60 Wall Street
New York, New York 10005
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_________________________________________

Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036-8401
+1 (800) 927-9800
(Address, including zip code, and telephone number, including area code, of agent for service)
_________________________________________

Copies to:
David T. Zhang, Esq.
Benjamin Su, Esq.
Kirkland & Ellis
26/F, Gloucester Tower, The Landmark
15 Queen's Road Central
Hong Kong
+852 3761 3318
  
Francis Fitzherbert-Brockholes, 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:
o immediately upon filing.
o on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box :  x
_________________________________________

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 16 ordinary
shares of Hailiang Education
Group Inc.
100,000,000
American Depositary
Shares
$0.05
$5,000,000
$581.00
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.
  
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, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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 filed as Exhibit (a) to this registration statement 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 – Article 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

Required Information
  
Location in Form of Receipt Filed Herewith as
 Prospectus
         
(b) 
Periodic reporting requirements and certain reports filed
with the United States Securities and Exchange
Commission (the “Commission”)
  
Face of Receipt – Article 12

Hailiang Education Group 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”).  — Filed herewith as Exhibit (a).
 
 
(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)
Certificate under Rule 466. — Not applicable.
 
 
(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 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, 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 3, 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ADSs each representing 16 ordinary shares, par value US$0.0001 per share of Hailiang Education Group Inc.
 
Deutsche Bank Trust Company Americas, as Depositary
       
       
 
By: 
/s/ Christopher Konopelko
  
   
Name: 
Title:
 Christopher Konopelko
Director
  
       
       
 
By: 
/s/ James Kelly
  
   
Name: 
Title:
 James Kelly
Vice President
  
 
 

 
 
 


 
Pursuant to the requirements of the Securities Act of 1933, as amended, Hailiang Education Group 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 Zhejiang, People's Republic of China, on March 3, 2015.

 
 
Hailiang Education Group Inc.
       
       
 
By: 
/s/ Ming Wang
  
   
Name: 
Title:
Ming Wang
Chairman and chief executive officer
  
 


 
 
 

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Ming Wang and Lei Chen, and each of them severally, 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 this registration statement and 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, 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 attorney-in-fact and agent, or its 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 registration statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated.
 

Signature
  
Title
  
Date
          March 3, 2015
/s/ Ming Wang
  
Chairman and chief executive officer
    
Name: Ming Wang
  
(principal executive officer)
    
         
/s/ Lei Chen
  
Chief financial officer
     March 3, 2015
Name: Lei Chen
        
         
/s/ Ying Xin
  
Director and principal general
     March 3, 2015
Name: Ying Xin
        
         
/s/ Jin Xie
  
Director and vice principal
     March 3, 2015
Name: Jin Xie
  
(human resources and student affairs)
    
         
/s/ Yejun Yu
  
Director and financial manager
     March 3, 2015
Name: Yejun Yu
        
         
         



 



 
 
 

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 Hailiang Education Group Inc., has signed this registration statement or amendment thereto in Newark, Delaware, United States of America on March 3, 2015.


 
       
 
By: 
/s/ Donald J. Puglisi
  
   
Name: 
Title:
Donald J. Puglisi
Managing Director, Puglisi and Associates
  
 

 

 

 
 
 

Index to Exhibits
 
Exhibit
Document
(a)
Form of Deposit Agreement
(d)
Opinion of White & Case LLP, counsel to the Depositary