As filed with the Securities and Exchange Commission on January 14, 2019
Registration No. 333-224081
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
SOHU.COM LIMITED
(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)
240 Greenwich Street
New York, New York 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
Legal Department
240 Greenwich Street
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) 238-3010
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. [ ]
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(c) 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(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No.1 to the 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
| Location in Form of Receipt | ||
| Item Number and Caption | Filed Herewith as Prospectus | |
| 1. Name and address of depositary | Introductory Article | |
| 2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center | |
| Terms of Deposit: | ||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 16, 17 and 19 | |
| (iii) The collection and distribution of dividends | Articles number 4, 12, 15, 16, 18 and 22 | |
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 16, 17, and 19 | |
| (v) The sale or exercise of rights | Articles number 13, 14, 16, and 19 | |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 16, 18 and 19 | |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 21 and 22 | |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 | |
| (ix) Restrictions upon the right to deposit of withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 7, 8, 22 and 23 | |
| (x) Limitation upon the liability of the depositary | Articles number 13, 14, 19, 22 and 23 | |
| 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 Amended and Restated Deposit Agreement dated as of ______________, 2019, among Sohu.com Limited, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Letter agreement among Sohu.com Limited and The Bank of New York Mellon relating to pre-release activities. – 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. - See (a) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed. |
| e. | Certification under Rule 466. – Not Applicable. |
Item - 4.Undertakings
Previously Filed.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, January 11, 2019.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares each, of Sohu.com.
| By: | The Bank of New York Mellon, As Depositary |
By:/s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Sohu.com Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Beijing, China, on January 11, 2019.
SOHU.COM LIMITED
| By: | /s/Joanna Lv |
Name : Joanna Lv
Title: Chief Financial Officer
Each person whose signature appears below hereby constitutes and appoints Charles Zhang and Joanna Lv, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities any and all amendments (including post-effective amendments) to the Registration Statement and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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 Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on January 11, 2019.
/s/ Charles Zhang | Chairman of the Board and Chief Executive | |
| Charles Zhang | Officer | |
| (Principal Executive Officer) | ||
/s/ Joanna Lv | Chief Financial Officer | |
| Joanna Lv | (Principal Financial and Accounting Officer) | |
/s/ Charles Huang | Director | |
| Charles Huang | ||
/s/ Dave Qi | Director | |
| Dave Qi | ||
/s/ Zhonghan Deng | Director | |
| Zhonghan Deng | ||
/s/ Shi Wang | Director | |
| Shi Wang | ||
/s/ Dave De Yang | Director | |
| Dave De Yang |
AUTHORIZED U.S. REPRESENTATIVE | ||
| PUGLISI & ASSOCIATES | ||
| as Authorized U.S. Representative | ||
| By | /s/ Donald J. Puglisi | |
| Donald J. Puglisi | ||
| Managing Director | ||
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Amended and Restated Deposit Agreement dated as of __________, 2019, among Sohu.com Limited, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |