F-6/A 1 c116747_f6a.htm F-6/A
 
As filed with the Securities and Exchange Commission on  July 7, 2020 Registration No. 333-239528      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

PRE-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

Quhuo 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)

 

60 Wall Street

New York, New York 10005

(212) 250-9100

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

1-800-221-0102

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

Copies to:

Dan Ouyang, Esq.

Wilson Sonsini Goodrich& Rosati

Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

The People’s Republic of China

(86) 10-6529-8300

  

Peter Castellon, Esq.

Proskauer Rose LLP

110 Bishopsgate
London EC2N 4AY
United Kingdom

(44) 20 7280 2000

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(3)
American Depositary Shares, each representing one Class A ordinary share of Quhuo Limited 100,000,000 American Depositary Shares $0.05 $5,000,000 $649.00

1For the purpose of this table only the term "unit" is defined as one American Depositary Share.
2Estimated 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.
3Previously paid.

  

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 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

 

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 – Articles 6 and 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

Following the effectiveness of the registration statement on Form F-1 (File No. 333-238941) and the registration on Form 8-A covering the American Depositary Shares representing Class A ordinary shares of Quhuo Limited (the “Company”), the Company will be subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, and, accordingly, will file certain reports with, and will furnish certain reports to, the Commission. These reports may be retrieved from the Commission’s internet website (www.sec.gov) and may 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 Proskauer Rose LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to Registration Statement on Form F-6, Reg. No. 333- 239528, filed on June 29, 2020, and incorporated herein by reference.

 

  (e) Certification under Rule 466. — Not applicable.

 

  (f) Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages to Registration Statement on Form F-6, Reg. No. 333-239528, filed on June 29, 2020, and incorporated herein by reference.

 

 

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 ADR, 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 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 7, 2020.

 

 

Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$0.0001 per share of Quhuo Limited.

 

Deutsche Bank Trust Company Americas, as Depositary

       
       
  By:  /s/ Michael Fitzpatrick                                       
    Name:  Michael Fitzpatrick    
    Title: Vice President    
       
       
  By:  /s/ Kelvin Correa                                              
    Name: Kelvin Correa    
    Title: Director    
       

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Quhuo 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 Amendment No. 1 to the registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People's Republic of China, on July 7, 2020.

 

 

  Quhuo Limited
       
       
       
  By:  /s/ Leslie Yu                                        
    Name:  Leslie Yu  
    Title: Chairman  
       
           

 

 
 

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on July 7, 2020, in the capacities indicated.

 

 

Signature   Title
     
/s/ Leslie Yu   Chairman of the Board of Directors and Chief Executive Officer
Name: Leslie Yu   (principal executive officer)
     
*   Director and Chief Financial Officer (principal financial and accounting officer)
Name: Wenting Ji    
     
*   Director
Name: Shuyi Yang  
     
*   Director
Name: Zhen Ba  
     
*   Director
Name: Gang Wang    
     
     
*   Director
Name: Yung-Hung Chang    
     
*   Director
Name: Harry Chi Hui    
     
*   Director
Name: Chenxi Zhao    
     
*   Director
Name: Fan Yang    

 

By:

/s/ Leslie Yu    
Name: Leslie Yu    

Attorney-in-fact

 

 
 

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 Quhuo Limited, has signed this registration statement in New York, New York, United States of America on July 7, 2020.

 

 

 

  Cogency Global Inc.
       
       
  By:  /s/ Collen A. De Vries  
    Name:  Collen A. De Vries  
    Title: Sr. Vice President on behalf of Cogency Global Inc.  
 
 

Index to Exhibits

 

Exhibit Document
(a) Form of Deposit Agreement