As filed with the U.S. Securities and Exchange Commission on June 1, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Dada Nexus 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)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11
New York, NY 10179
Telephone: +1-800-990-1135
(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
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11 New York, NY 10179 Telephone: +1-800-990-1135 | Scott R. Saks, Esq. Pepper Hamilton, LLP The New York Times Building, 37th Floor 620 Eighth Avenue New York, NY 10018 Telephone: +1-212-808-2734 |
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 four (4) ordinary shares, par value US$0.0001 per share, of Dada Nexus Limited | 100,000,000
American Depositary Shares | $0.05 | $5,000,000.00 | $649.00 |
| | (1) | Each unit represents 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 Receipts evidencing 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | | Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| | | |
| (1) Name and address of Depositary | | Introductory paragraph and bottom of face of American Depositary Receipt |
| | | |
| (2) Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | | |
| Terms of Deposit: | | |
| | | |
| (i) Amount of deposited securities represented by one unit of American Depositary Shares | | Face of American Depositary Receipt, upper right corner |
| (ii) Procedure for voting, if any, the deposited securities | | Paragraphs (6), (11) and (12) |
| (iii) Collection and distribution of dividends | | Paragraphs (4), (5), (7) and (10) |
| (iv) Transmission of notices, reports and proxy soliciting material | | Paragraphs (3), (8), (11) and (12) |
| (v) Sale or exercise of rights | | Paragraphs (4), (5) and (10) |
| (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Paragraphs (3), (4), (5), (10) and (13) |
| (vii) Amendment, extension or termination of the Deposit Agreement | | Paragraphs (15), (16) and (17) |
| (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | | Paragraph (3) |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | | Paragraphs (1), (2), (4), (5) and (6) |
| (x) Limitation upon the liability of the Depositary | | Paragraph (14) |
| (3) Fees and Charges | | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | |
| Statement that Dada Nexus Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | | Paragraph (8) |
| | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a) | Form of Deposit Agreement. Form of Deposit Agreement among Dada Nexus Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| | (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 issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| | (d) | Opinion of Pepper Hamilton LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| | (e) | Certification under Rule 466. Not applicable. |
| | (f) | Power of Attorney for certain officers and directors of the Registrant. Included as part of 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 thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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, June 1, 2020.
| | Legal entity created by the form of Deposit
Agreement for the issuance of ADRs
evidencing American Depositary Shares |
| | | |
| | By: | JPMORGAN CHASE BANK, N.A., as
Depositary |
| | By: | /s/ James A. Kelly III |
| | | Name: James A. Kelly III Title: Executive Director |
Pursuant to the requirements of the Securities Act of 1933, Dada Nexus Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Shanghai, China, on June 1, 2020.
| | Dada Nexus Limited |
| | | |
| | | |
| | | |
| | By: | /s/ Philip Jiaqi Kuai |
| | | Name: | Philip Jiaqi Kuai |
| | | Title: | Chairman of the Board of Directors and Chief Executive Officer |
| | | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Philip Jiaqi Kuai and Beck Zhaoming Chen, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in 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, as amended, 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 attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on June 1, 2020.
Signature | Title |
/s/ Philip Jiaqi Kuai | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) |
Philip Jiaqi Kuai /s/ Beck Zhaoming Chen | Chief Financial Officer |
Beck Zhaoming Chen | (Principal Financing and Accounting Officer) |
| /s/ Zhenhui Wang | Director |
Zhenhui Wang /s/ Sandy Ran Xu | Director |
Sandy Ran Xu /s/ Kui Zhou | Director |
Kui Zhou /s/ Christina Xiaojing Zhu | Director |
| Christina Xiaojing Zhu | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Dada Nexus Limited, has signed this registration statement in New York, New York on June 1, 2020.
| | Authorized U.S. Representative |
| | Cogency Global Inc. |
| | |
| | By: | /s/ Colleen A. De Vries | |
| | | Name: Colleen A. De Vries
Title: Senior Vice President |
INDEX TO EXHIBITS
