SEC Form F-6 POS filed by Puxin Limited

As filed with the Securities and Exchange Commission on January 31, 2022

Registration No. 333-225351

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

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

_________________________

Puxin Limited
(Exact name of issuer of deposited securities as specified in its charter)

_________________________

Not Applicable
(Translation of issuer’s name into English)

_________________________

Cayman Islands
(Jurisdiction of incorporation or organization of issuer)

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Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
+1 (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 (212) 947-7200

(Address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

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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:

☒

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-225351) 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 Puxin Limited and (ii) make corresponding changes reflecting the ratio change to the previously filed Deposit Agreement.

PART I


INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective Amendment to the Registration Statement on Form F-6 (File No.333-225351) previously filed by the Registrant, which is incorporated herein by reference.

Puxin Limited (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 U.S. Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s 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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 the 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 January 31, 2022.

Pursuant to the requirements of the Securities Act of 1933, as amended, Puxin 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 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 Beijing, the People’s Republic of China, on January 31, 2022.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Yunlong Sha and Peng Wang, his or her true and lawful attorney-in-fact and agent, 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 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, this Post-Effective Amendment No.1 to the Registration Statement on Form F-6 has been signed by the following persons on January 31, 2022, in the capacities indicated.

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 Puxin Limited, has signed this Post-Effective Amendment No.1 to the Registration Statement on Form F-6 in New York, New York, United States of America on January 31, 2022.