As filed with the Securities and Exchange Commission on December 15, 2017
Registration No. 333-170489
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
_______________________
China Xiniya Fashion 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, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
______________________
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(1800) 927-9801
(Address, including zip code, and telephone number, including area code, of agent for service)
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 (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified number of ordinary shares of China Xiniya Fashion 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. |
This post-effective amendment 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.
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 Filed Herewith as Prospectus |
| | | |
| 1. Name and address of depositary | | Face of American Depositary Receipt, introductory paragraph |
| | | |
| 2. Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | | |
| Terms of Deposit: | | |
| | | |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | | Face of American Depositary Receipt, upper right corner |
| | | |
| (ii) The procedure for voting, if any, the deposited securities | | Article 15 |
| | | |
| (iii) The procedure for collection and distribution of dividends | | Articles 2, 4, 8, 9, 13 and 21 |
| | | |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | | Articles 12, 14, 15 and 21 |
| | | |
| (v) The procedure for sale or exercise of rights | | Articles 2, 6, 9, 13 and 21 |
| | | |
| (vi) The procedure for deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles 3, 4, 6, 8, 9, 13 and 16 |
| | | |
| (vii) The procedure for amendment, extension or termination of the deposit agreement | | Articles 20 and 21 |
| | | |
| (viii) The procedure for rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | Article 12 |
| | | |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | | Articles 2, 4, 6, 8 and 22 |
| | | |
| (x) Limitation upon the liability of the depositary | | Article 10, 17 and 18 |
| | | |
| 3. Fees and charges of holders | | Article 9 |
Item - 2. Available Information
| Public Reports furnished by issuer | | Article 12 |
China Xiniya Fashion Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers and, accordingly, files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549 and at the principal executive office of the Depositary.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
| | (a)(1) | Form of Deposit Agreement among China Xiniya Fashion Limited (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed with the Commission on November 8, 2010 and incorporated herein by reference. |
| | | |
| | (a)(2) | Form of Amendment No. 1 to Deposit Agreement. Previously filed with the Commission on November 25, 2014 and incorporated herein by reference. |
| | | |
| | (a)(3) | Form of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt. – Filed herewith as Exhibit (a)(3). |
| | | |
| | (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby 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 being registered. – Previously filed. |
| | | |
| | (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 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 received by the Depositary as the holder of the deposited securities and 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, Deutsche Bank Trust Company Americas 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 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, New York, on December 15, 2017.
| | Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for ordinary shares of China Xiniya Fashion Limited. |
| | | |
| | Deutsche Bank Trust Company Americas, solely in its capacity as Depositary |
| | | |
| | By: | /s/ Beverly George |
| | Name: | Beverly George |
| | Title: | Vice President |
| | By: | /s/ Michael Fitzpatrick |
| | Name: | Michael Fitzpatrick |
| | Title: | Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, China Xiniya Fashion Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this post-effective amendment to registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Jinjiang, Fujian Province, People’s Republic of China, on December 15, 2017.
| | CHINA XINIYA FASHION LIMITED | |
| | | | |
| | By: | /s/ Qiming Xu | |
| | Name: | Qiming Xu | |
| | Title: | Chairman and Chief Executive Officer | |
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 December 15, 2017
| Signatures | | Capacity |
| | | |
/s/ Qiming Xu. | | Chairman and Chief Executive Officer |
| Qiming Xu | | (principal executive officer) |
| | | |
| /s/ Kangkai Zeng | | Chief Operating Officer and Director |
| Kangkai Zeng | | |
| | | |
/s/ Chee Jiong Ng. | | Chief Financial Officer |
| Chee Jiong Ng | | (principal financial and accounting officer) |
| | | |
/s/ Alvin Ang. | | Director |
| Alvin Ang | | |
| | | |
/s/ Jianxin Chen. | | Director |
| Jianxin Chen | | |
| | | |
Signature of Authorized Representative in the United States
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for China Xiniya Fashion Limited, has signed this post-effective amendment to registration statement on Form F-6 and any amendment thereto in Newark, Delaware, on the 15th day of December, 2017.
| | /s/ Donald J. Puglisi | |
| | |
| | Donald J. Puglisi | |
| | on behalf of Puglisi & Associates | |
| | Title:Managing Director | |
| | | |
Exhibit Number | Exhibit |
| | |
(a)(3) | Form of Amendment to Deposit Agreement. |
(e) | Rule 466 Certification |
