F-6 POS 1 f-6_registration_statement.htm F-6 REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on July 25, 2023
Registration No. 333-223442

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
______________
Dunxin Financial Holdings Limited
(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)
____________
1 Columbus Circle
New York, New York 10019
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
______________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: +1 (302) 738-6680

(Address, including zip code, and telephone number, including area code, of agent for service)
______________________________
Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
+1 (212) 530 2210
  
Melissa Butler, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1502
     
__________________________________
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 aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee(3)
American Depositary Shares, each representing 480 ordinary shares of Dunxin Financial Holdings Limited.
N/A
N/A
N/A
N/A

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.
3
Previously paid.
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.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-223442) is being filed solely to (i) effect a ratio change for each American Depositary Share so that the new ratio shall be one (1) American Depositary Share to 480 ordinary shares of Dunxin Financial Holdings Limited and (ii) make corresponding changes reflecting the ratio change to the previously filed Deposit Agreement.
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 Amendment No. 4 to the Deposit Agreement filed as Exhibit (a)(5) to this Post-Effective Amendment to the Registration Statement on Form F-6 (File No. 333-223442), which 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
       
4.
Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
  
Face of Receipt – Article 9

Item 2.
AVAILABLE INFORMATION
Dunxin Financial Holdings Limited (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 U.S. Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s 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)(1)
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”).  — Previously filed as Exhibit (a) to Form F-6 (File No. 333-170489) and incorporated herein by reference.
     
 
(a)(2)
 
Form of Amendment No. 1 to Deposit Agreement. – Previously filed as Exhibit (a)(2) to Post-Effective Amendment No. 1 to Form F-6 (File No. 333-170489) on November 25, 2014 and incorporated herein by reference.
 
 
(a)(3)
 
Form of Amendment No. 2 to Deposit Agreement. – Previously filed as Exhibit (a)(3) to Post-Effective Amendment No. 2 to Form F-6 (File No. 333-170489) on December 15, 2017 and incorporated herein by reference.
 
 
(a)(4)
Form of Amendment No. 3 to Deposit Agreement. – Previously filed as Exhibit (a)(4) to Form F-6 (File No. 333-223442) on March 5, 2018 and incorporated herein by reference.
 
 
(a)(5)
Amendment No. 4 to the Deposit Agreement— Filed herewith as Exhibit (a)(5).
     
 
(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 Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to Form F-6 (File No. 333-223442) and incorporated herein by reference.
     
 
(e)
Certification under Rule 466. — Filed herewith as Exhibit (e).
     
 
(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 ADRs, 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 ADR 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 Post- Effective Amendment No. 1 to the 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 July 25, 2023.
 
Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares, par value US$0.00005 per share of Dunxin Financial Holdings Limited.
   
  Deutsche Bank Trust Company Americas, as Depositary
   
   
 
By:
 /s/ Michael Tompkins
  
   
Name:
 Michael Tompkins
  
   
Title:
 Director
  
   
   
 
By:
 /s/ Kelvyn Correa
  
   
Name:
 Kelvyn Correa
  
   
Title:
 Director
  
Pursuant to the requirements of the Securities Act of 1933, as amended, Dunxin Financial 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 No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Wuhan City, China, on July 25, 2023.
 
Dunxin Financial Holdings Limited
   
   
 
By:
/s/ Yuan Gao
  
   
Name:
Yuan Gao
  
   
Title:
Chairman and Chief Executive Officer
  
   
   
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Yuan Gao and Xiang (Johnny) Zhou, 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 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, as amended, 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 of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the following persons on July 25, 2023, in the capacities indicated.
Signature
  
Title
     
     
/s/ Yuan Gao   Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
Name:
Yuan Gao
    
     
/s/ Xiang (Johnny) Zhou
  
Chief Financial Officer (principal financial officer and principal accounting officer)
Name:
Xiang (Johnny) Zhou
    
     
/s/ Weidong Xu
  
Chief Operating Officer, Director
Name:
Weidong Xu
    
     
/s/ Lei Fu
  
Director
Name:
Lei Fu
    
     
/s/ Yong Wang
  
Director
Name:
Yong Wang
    
     
/s/ Qi Chen
  
Director
Name:
Qi Chen
    
     
     
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 Dunxin Financial Holdings Limited, has signed this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 in Newark, Delaware, United States of America on July 25, 2023.
 
Puglisi & Associates, as Authorized U.S. Representative
   
   
 
By:
/s/ Donald J. Puglisi
  
   
Name:
Donald J. Puglisi on behalf of Puglisi & Associates
  
   
Title:
Managing Director
  
   
   

Index to Exhibits
Exhibit
Document
(a)(5)
Amendment No. 4 to the Deposit Agreement
(e)
Rule 466 Certification