SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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#06-08
Singapore 139959
122 East 42nd Street, 18th Floor
New York, New York 10168
+1-212-947-7200
Steve Lin, Esq.
Justin You Zhou, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road Central,
Hong Kong
+852-3761-3318
From time to time after the effective date of this registration statement.
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| Persons depositing or withdrawing shares or ADS holders must pay: | | | For: | |
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
| | | | Cancelation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
| Persons depositing or withdrawing shares or ADS holders must pay: | | | For: | |
| $.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
| $.05 (or less) per ADS per calendar year | | | Depositary services | |
| Registration or transfer fees | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary | | | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) | |
| | | | Converting foreign currency to U.S. dollars | |
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
| Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
28 Ayer Rajah Crescent
#06-08
Singapore 139959
Tel: +65 6305 6618
INFORMATION NOT REQUIRED IN PROSPECTUS
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Exhibit
Number |
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Description
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| 1.1* | | | Form of Underwriting Agreement | |
| 4.1 | | | | |
| 4.2 | | | Registrant’s Specimen of Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-234356), as amended, initially filed with the Securities and Exchange Commission on October 28, 2019) | |
| 4.3 | | | Form of Deposit Agreement by and among the Registrant, the depositary and the holders and beneficial owners of the American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 1 to the registration statement on Form F-6 (File No. 333-234510), filed with the Securities and Exchange Commission on November 5, 2019) | |
| 4.4* | | | Certificate of Designation for Preferred Shares | |
| 4.5* | | | Registrant’s Specimen of Warrant Certificate | |
| 4.6* | | | Form of Warrant Agreement | |
| 4.7* | | | Form of Indenture | |
| 4.8* | | | Form of Debt Security | |
| 4.9* | | | Form of Subscription Rights Agreement | |
| 4.10* | | | Form of Subscription Rights Certificate | |
| 4.11* | | | Specimen Unit Certificate | |
| 5.1** | | | | |
| 8.1** | | | | |
| 8.2** | | | | |
| 23.1** | | | | |
| 23.2** | | | | |
| 23.3** | | | | |
| 24.1** | | | | |
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107**
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Signature
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Title
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/s/ Nangeng Zhang
Name: Nangeng Zhang
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Chairman and Chief Executive Officer (principal executive officer)
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/s/ Wenjun Zhang
Name: Wenjun Zhang
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Independent Director
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/s/ Hongchao Du
Name: Hongchao Du
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Independent Director
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/s/ Zhitang Shu
Name: Zhitang Shu
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Independent Director
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/s/ Yaping Zhang
Name: Yaping Zhang
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Independent Director
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/s/ James Jin Cheng
Name: James Jin Cheng
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Chief Financial Officer
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/s/ Lu Meng
Name: Lu Meng
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Secretary to the Board
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Cogency Global Inc.