As filed with the Securities and Exchange Commission on April 25, 2014. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
CHEETAH MOBILE 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)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
One Wall Street, 11th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
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. [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(1) | Amount of registration fee |
American Depositary Shares representing Class A ordinary shares of Cheetah Mobile Inc. |
100,000,000 American Depositary Shares |
$5.00 |
$5,000,000 |
$644.00 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares. |
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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt
|
| Introductory Article |
| Face of Receipt, top center |
Terms of Deposit:
| |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6 and 8 |
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 |
| 3. Fees and Charges | Articles number 7 and 8 |
Item - 2.Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of ____________, 2014 among Cheetah Mobile Inc., The Bank of New York Mellon, as Depositary, and all Owners and Holdersfrom time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Form of letter dated __________, 2014 from The Bank of New York Mellon to Cheetah Mobile Inc. relating to pre-release activities. – filed herewith as Exhibit 2. |
| 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
e. Certification under Rule 466.– Not applicable.
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 25, 2014.
Legal entity created by the agreement for the issuance of depositary shares representing Class A ordinary shares of Cheetah Mobile Inc..
By: The Bank of New York Mellon,
As Depositary
By:/s/ Joanne DiGiovanni Hawke
Joanne DiGiovanni Hawke
Managing Director
Pursuant to the requirements of the Securities Act of 1933, Cheetah Mobile Inc. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Beijing, China, on April 25, 2014.
Cheetah Mobile Inc.
By:/s/ Sheng Fu
Name: Sheng Fu
Title: Chief Executive Officer and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sheng Fu and Ka Wai Andy Yeung, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and 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, 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 agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Jun Lei | Chairman of the Board of Directors | April 25, 2014 | |
| Jun Lei | |||
/s/ Sheng Fu | Chief Executive Officer and Director | April 25, 2014 | |
| Sheng Fu | (principal executive officer) | ||
/s/ Ka Wai Andy Yeung | Chief Financial Officer | April 25, 2014 | |
| Ka Wai Andy Yeung | (principal financial and accounting officer) | ||
/s/ Hangjiang Zhang | Director | April 25, 2014 | |
| Hangjiang Zhang | |||
/s/ Yuk Keung Ng | Director | April 25, 2014 | |
| Yuk Keung Ng | |||
/s/ David Ying Zhang | Director | April 25, 2014 | |
| David Ying Zhang | |||
/s/Ke Ding | Director | April 25, 2014 | |
| Ke Ding | |||
/s/ Zhijian Peng | Director | April 25, 2014 | |
| Zhijian Peng | |||
/s/ Wei Liu | Director | April 25, 2014 | |
| Wei Liu | |||
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Cheetah Mobile Inc., has signed this Registration Statement in New York, New York, on April 25, 2014.
LAW DEBENTURE CORPORATE SERVICES INC.
By:/s/ Amy Segler
Amy Segler
Service of Process Officer
INDEX TO EXHIBITS
Exhibit Number | Exhibit | |
| 1 | Form of Deposit Agreement dated as of __________, 2014 among Cheetah Mobile Inc., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. | |
| 2 | Form of letter dated __________, 2014 from The Bank of New York Mellon to Cheetah Mobile Inc. relating to pre-release activities. | |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. | |