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Name | Symbol | Market | Type |
---|---|---|---|
OneSmart International Education Group Limited | NYSE:ONE | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.34 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on January 24, 2022
|
Registration No. 333-223710
|
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC 48 Wall Street, Suite 1100 New York, NY 10005 + 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).
|
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 1000 Class A ordinary shares of OneSmart International Education Group 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.
|
Item 1.
|
DESCRIPTION OF SECURITIES TO BE REGISTERED
|
(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
|
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. 333-223710) and incorporated herein by reference.
|
|
(a)(ii)
|
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. 333-223710).
|
|
(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 of previously filed Form F-6 (File No. 333-223710).
|
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.
|
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$0.000001 per share of OneSmart International Education Group 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
|
OneSmart International Education Group Limited
|
||||
By:
|
/s/ Xi Zhang
|
|||
Name:
|
Xi Zhang
|
|||
Title:
|
Chief Executive Officer and
Chairman of the Board of Directors
|
|||
Signature
|
Title
|
||
/s/ Xi Zhang |
Chairman of the Board of Directors
and Chief Executive Officer
|
||
Name:
|
Xi Zhang
|
||
/s/ Yanyi Tang
|
Director
|
||
Name:
|
Yanyi Tang
|
||
/s/ Robert Angell
|
Director
|
||
Name:
|
Robert Angell
|
||
/s/ Mengchu Zhou
|
Director
|
||
Name:
|
Mengchu Zhou
|
||
/s/ Shengcong Ma
|
Chief Operating Officer and Director
|
||
Name:
|
Shengcong Ma
|
||
/s/ Chee Jiong Ng
|
|||
Name: |
Chee Jiong Ng
|
Chief Financial Officer
|
|
Puglisi & Associates
|
||||
By:
|
/s/ Donald J. Puglisi
|
|||
Name: Donald J. Puglisi
|
||||
Title: Managing Director
|
||||
Exhibit
|
Document
|
(a)(ii)
|
Amendment No. 1 to the Deposit Agreement
|
(e)
|
Rule 466 Certification
|
1 Year OneSmart International E... Chart |
1 Month OneSmart International E... Chart |
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