As filed with the United States Securities and Exchange Commission on October 21, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
VIPSHOP HOLDINGS 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)
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)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
United States
Tel: (212) 750-6474
(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
If a separate registration statement has been filed to register the deposited shares, check the following box. o
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 a specified number or fraction of Class A ordinary shares of Vipshop Holdings Limited | 800,000,000 | $0.05 | $40,000,000 | $4648 |
* | 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. |
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-180029.
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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement and 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 – Paragraph (14) and (15) | |||
(iii) | The procedure for collecting and distributing dividends | Face of Receipt, Paragraphs (2), (4), (8), (9), Reverse of Receipt – Paragraph (13) and (21) | |||
(iv) | The procedures for transmitting notices, reports and proxy soliciting material | Face of Receipt, Paragraphs (12) Reverse of Receipt, Paragraphs (14), (15) and (21) | |||
(v) | The sale or exercise of rights | Face of Receipt, Paragraphs (2), (6), (9) Reverse of Receipt, Paragraph (13) and (21) |
(vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt, Paragraphs (3), (4), (6), (8) and (9) Reverse of Receipt, Paragraph (13) and (16) | |||
(vii) | Amendment, extension or termination of the deposit arrangements | Reverse of Receipt, Paragraph (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, Paragraphs (12) | |||
(ix) | Restrictions upon the right to transfer or withdraw the underlying securities | Face of Receipt, Paragraphs (2), (4), (6) and (8) Reverse of Receipt, Paragraph (22) |
(x) | Limitation on the depositary’s liability | Face of Receipt, Paragraph (10) Reverse of Receipt, Paragraph (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, Paragraph (9) | |||
Item 2. AVAILABLE INFORMATION |
Required Information | Location in Form of Receipt Filed Herewith as Prospectus | ||||
(b) | Periodic reporting requirements and certain reports filed with the Commission | Face of Receipt, Paragraph (12) | |||
Vipshop Holdings Limited 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
Item 3. | EXHIBITS |
(a)(1) | Form of Deposit Agreement by and among Vipshop Holdings Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. Previously filed as Exhibit (a) to Form F-6 (File No. 333-180029), dated March 9, 2012 and incorporated herein by reference. |
(a)(2) | Form of Amendment to Deposit Agreement including the form of American Depositary Receipt. - 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 counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
(e) | Certification under Rule 466. – Filed herewith as Exhibit (e). |
(f) | Powers of Attorney for certain officers and directors and the authorized representative 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 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, by and among Vipshop Holdings Limited, 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 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 20, 2014.
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing a specified number or fraction of Class A ordinary shares of Vipshop Holdings Limited Deutsche Bank Trust Company Americas, solely in its capacity as Depositary | |||
By: | /s/ James Kelly | ||
Name: James Kelly | |||
Title: Vice President | |||
By: | /s/ Christopher Konopelko | ||
Name: Christopher Konopelko | |||
Title: Director |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Vipshop Holdings Limited 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 or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, People’s Republic of China, on October 20, 2014.
Vipshop Holdings Limited | |||
By: | /s/ Eric Ya Shen | ||
Name: | Eric Ya Shen | ||
Title: | Chief Executive Officer | ||
POWERS OF ATTORNEY
Know all persons by these presents that each person whose signature appears below constitutes and appoints Eric Ya Shen and Donghao Yang, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on October 20, 2014.
Signatures | Capacity | |
/s/ Eric Ya Shen | Chairman of the Board of Directors, Chief Executive Officer | |
Eric Ya Shen | ||
/s/ Arthur Xiaobo Hong | Vice Chairman of the Board of Directors, Chief Operating Officer | |
Arthur Xiaobo Hong | ||
/s/ Bin Wu | Director | |
Bin Wu | ||
/s/ Jacky Xu | Director | |
Jacky Xu | ||
/s/ Frank Lin | Director | |
Frank Lin | ||
/s/ Xing Liu | Director | |
Xing Liu | ||
/s/ Nanyan Zheng | Director | |
Nanyan Zheng |
/s/ Kathleen Chien | Director | |
Kathleen Chien | ||
/s/ Chun Liu | Director | |
Chun Liu | ||
/s/ Donghao Yang | Chief Financial Officer | |
Donghao Yang |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vipshop Holdings Limited, has signed this Registration Statement in New York, on October 20, 2014.
Authorized U.S. Representative | ||||
By: | /s/ G. Manon | |||
Name: | G. Manon | |||
Title: | Service of Process Officer Law Debenture Corporation Services Inc. |
INDEX TO EXHIBITS
Exhibit Number | |
(a)(2) Form of Amendment to Deposit Agreement (d) Opinion of counsel to the Depositary (e) Rule 466 Certification |