Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)

As filed with the Securities and Exchange Commission on June 21, 2022

Registration No. 333-221179

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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_______________________________

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

_________

 

Four Seasons Education (Cayman) 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)

1 Columbus Circle

New York, New York 10019

[phone]

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

_________

 

CT Corporation System
28 Liberty Street,
New York, New York 10005
[phone]

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

_______________________________

Copies to:

David T. Zhang, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower, The Landmark 15 Queen’s Road Central, Hong Kong [phone]

Steve Lin, Esq. Kirkland & Ellis International LLP 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China [phone]

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 :  ☒

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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 ten (10) ordinary shares of Four Seasons Education (Cayman) Inc.	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.

 

 

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-221179) 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 ten (10) ordinary shares of Four Seasons Education (Cayman) Inc. 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 the form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective Amendment to the Registration Statement on Form F-6 (File No. 333-221179), 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

Four Seasons Education (Cayman) 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 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)(i)	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. 333-221179) and incorporated herein by reference.
	(a)(ii)	Form of Amendment No. 1 to the Deposit Agreement— Filed herewith as Exhibit (a)(ii).

 

(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. — Previously filed as Exhibit (d) to Form F-6 (File No. 333-221179) 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.

 

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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 June 21, 2022.

 

	Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares, par value US$0.0001 per share of Four Seasons Education (Cayman) Inc.   Deutsche Bank Trust Company Americas, as Depositary
	By:	/s/ Michael Tompkins
		Name:	Michael Tompkins
		Title:	Director
	By:	/s/ Robert Martello
		Name:	Robert Martello
		Title:	Director

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, Four Seasons Education (Cayman) 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 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 the city of Shanghai, the People’s Republic of China, on June 21, 2022.

 

	Four Seasons Education (Cayman) Inc.
	By:	/s/ Yi Zuo
		Name: Yi Zuo
		Title: Chief Executive Officer

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Peiqing Tian and Yi Zuo, 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 June 21, 2022, in the capacities indicated.

Signature		Title
/s/ Peiqing Tian		Chairman of the Board of Directors
Name: Peiqing Tian
/s/ Yi Zuo		Director and Chief Executive Officer (Principal executive officer)
Name: Yi Zuo
/s/ Xun Wang		Vice President of Finance (Principal financial and accounting officer)
Name: Xun Wang
/s/ Shaoqing Jiang		Director
Name: Shaoqing Jiang
/s/ Zongwei Li		Independent Director
Name: Zongwei Li
/s/ Bing Yuan		Independent Director
Name: Bing Yuan

 

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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 Four Seasons Education (Cayman) Inc., has signed this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 in Newark, Delaware, United States of America on June 21, 2022.

U.S. AUTHORIZED REPRESENTATIVE

By:	/s/ Donald J Puglisi
	Name: Donald J Puglisi
	Title: Managing Director Puglisi & Associates

 

 

Index to Exhibits

 

Exhibit	Document
(a)(ii) (e)	Form of Amendment No. 1 to the Deposit Agreement Rule 466 Certification