As filed with the United States Securities and Exchange Commission on October 30, 2020
Registration No. 333-221356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
JIANPU TECHNOLOGY 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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
| 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: □
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered | Amount to be
Registered | Proposed Maximum
Aggregate Price Per Unit* | Proposed Maximum
Aggregate Offering Price** | Amount of
Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing twenty ordinary shares of Jianpu Technology Inc. | n/a | n/a | n/a | n/a |
* Each unit represents one American Depositary Share. ** 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 receipts evidencing American Depositary Shares. |
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This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 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.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-221356) 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 twenty (20) ordinary shares of Jianpu Technology Inc., and (ii) make corresponding changes reflecting the ratio change to the previously filed Deposit Agreement.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and 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 (“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 transfer books of the depositary and the list of holders of Receipts | | Face of Receipt – Article 12 |
| | | | | |
| | (ix) | Restrictions upon the right to deposit 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 |
| Item 2. | AVAILABLE INFORMATION |
Jianpu Technology 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 Commission. These reports can be retrieved from the Commission’s internet 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
| (a)(1) | Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of November 15, 2017, 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. – Previously filed as exhibit (a) to Registration Statement No. 333-221356 and incorporated herein by reference. |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement (including the form of American Depositary Receipt), dated as of , 2020 – 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 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 Company 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 (Form F-6, File No. 333-221356) |
| (e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors of the Company. – Previously filed (Form F-6, File No. 333-221356) and also as set forth on the signature pages hereto. |
| (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 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, dated as of November 15, 2017 and as amended to date, by and among Jianpu Technology Inc., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts 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 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 New York, State of New York, on October 30, 2020.
| | Legal entity created by the Deposit Agreement, as amended, for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing a specified number of ordinary shares of Jianpu Technology Inc. Deutsche Bank Trust Company Americas, solely in its capacity as Depositary |
| | |
| | By: | /s/ Michael Fitzpatrick
|
| | | Name: | Michael Fitzpatrick
|
| | | Title: | Vice President
|
| | | | |
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| | By: | /s/ Michael Curran
|
| | | Name: | Michael Curran
|
| | | Title: | Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Jianpu Technology 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s Republic of China, on October 30, 2020.
| | Jianpu Technology Inc. | |
| | | |
| | | |
| | By:
| /s/ Daqing Ye
| |
| | | Name: | Daqing Ye | |
| | | Title: | Chairman of the Board of Directors and Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Daqing (David) Ye and Yilü (Oscar) Chen, each in their individual capacity, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and his/her name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all facts and things that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on October 30, 2020.
Signatures | Capacity |
| | |
| /s/ Daqing (David) Ye | Chairman of the Board of Directors and Chief Executive Officer (principal executive officer) |
| Daqing (David) Ye | |
| | |
| /s/ Yilü (Oscar) Chen | Director and Chief Financial Officer (principal financial and accounting officer) |
| Yilü (Oscar) Chen | |
| | |
| /s/ Jiayan Lu | Director |
| Jiayan Lu | |
| | |
| /s/ Caofeng Liu | Director |
| Caofeng Liu | |
| | |
| /s/ Chenchao Zhuang | Director |
| Chenchao Zhuang | |
| | |
| /s/ James Qun Mi | Director |
| James Qun Mi | |
| | |
| /s/ Denny Lee | Independent Director |
| Denny Lee | |
| /s/ Xiaoyan Zhang | Independent Director |
Xiaoyan Zhang | |
| /s/ Kuang-Yu (Jeff) Liao | Independent Director |
Kuang-Yu (Jeff) Liao | |
| | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the undersigned in New York, New York on October 30, 2020.
| | Cogency Global Inc. Authorized U.S. Representative | |
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| | | |
| | By: | /s/ Colleen A. De Vries | |
| | | Name: | Colleen A. De Vries | |
| | | Title: | Senior Vice President | |
INDEX TO EXHIBITS
Exhibit Number
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement |
| (e) | Certification under Rule 466 |
