Securities Registration (ads, Immediate) (f-6ef)

 

As filed with the U.S. Securities and Exchange Commission on May 13, 2022 

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 

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

 

 

MOLECULAR DATA 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)

 

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: [phone] 

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

 

 

 

Puglisi & Associates 

850 Library Avenue, Suite 204 

Newark, Delaware 19711 

Telephone: [phone]

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

 

Copies to:

JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: [phone]

Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: [phone]

 

It is proposed that this filing become effective under Rule 466

 

x     immediately upon filing 

¨     on (Date) at (Time)

 

If a separate registration statement has been filed to register the deposited shares, check the following box. þ

 

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 evidenced by American Depositary Receipts, each American Depositary Share representing forty-five (45) Class A ordinary shares, par value US$0.00005 per ordinary share, of Molecular Data Inc.		100,000,000 American Depositary Shares		$	0.05			$	5,000,000.00		$	463.50

 

	(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. 333-235619. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-235619.

 

 

 

 

PART I 

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)   Name and address of Depositary		Introductory paragraph and bottom of face of American Depositary Receipt
(2)   Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(i)          Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
(ii)         Procedure for voting, if any, the deposited securities		Paragraphs (6), (11) and (12)
(iii)        Collection and distribution of dividends		Paragraphs (4), (5), (7), (10), (11) and (13)
(iv)        Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
(v)         Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
(vi)        Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11) and (13)
(vii)       Amendment, extension or termination of the Deposit Agreement		Paragraphs (15), (16) and (17)
(viii)      Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
(ix)        Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
(x)         Limitation upon the liability of the Depositary		Paragraphs (14), (17), (19) and (20)
(3)   Fees and Charges		Paragraph (7)

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption		Location in Form of American Depositary  Receipt Filed Herewith as Prospectus
Molecular Data Inc. 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.  These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.		Paragraph (8)

 

 

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)

Deposit Agreement. Deposit Agreement, dated as of December 27, 2019, among Molecular Data Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder (as from time to time amended, the "Deposit Agreement"). Filed herewith as Exhibit (a)(1).

 

(a)(2)

Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the form of ADR attached as Exhibit A thereto. 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 hereby 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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f)

Powers of Attorney of 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 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., acting solely on behalf of the legal entity created by the Deposit Agreement among Molecular Data Inc., JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder, 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 May 13, 2022.

 

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

By:

JPMORGAN CHASE BANK, N.A., as Depositary

 

		By:	/s/ Lisa M. Hayes
			Name: Lisa M. Hayes
			Title:   Vice President

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Molecular Data 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 Shanghai, People’s Republic of China, on May 13, 2022.

 

MOLECULAR DATA INC.

 

	By:	/s/ Steven Foo
		Name: Steven Foo
		Title:   Chief Executive Officer and Chief Financial Officer

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Foo as 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, 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.

 

Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on May 13, 2022, in the capacities indicated.

 

 

SIGNATURES

 

		Signature		Title
/s/ Dongliang Chang		Chairman of the Board of Directors
Dongliang Chang
/s/ Dawei Ma		Director
Dawei Ma
/s/ Ning Zhu		Director
Ning Zhu
/s/ Steven Foo		Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)
Steven Foo

  

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Molecular Data Inc., has signed this Registration Statement on Form F-6 in the City of Newark, Delaware, on May 13, 2022.

 

Authorized U.S. Representative

 

	By:	PUGLISI & ASSOCIATES

 

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

 

 

INDEX TO EXHIBITS

 

Exhibit Number
(a)(1)		Deposit Agreement, dated as of December 27, 2019, among Molecular Data Inc. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder.
(a)(2)		Form of Amendment No. 1 to Deposit Agreement among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs issued thereunder, including the form of ADR attached as Exhibit A thereto.
(d)		Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.
(e)		Rule 466 Certification.