Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
05 Dicembre 2022 - 10:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 5, 2022 |
Registration No. 333 - 202000 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Mercurity
fintech holding inc.
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(877) 248 - 4237
(Address, including zip code, and telephone number,
including area code, of depositary’s principal executive offices)
Mercurity Fintech Technology Holding Inc.
1330 6th Avenue, 33rd Floor
New York, NY 10019
(646) 283-7120
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Huan Lou, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31th Floor
New York, New York 10036
Tel: (212) 930-9700 |
|
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036
(212) 336-2301
|
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: ☐
The Registrant hereby amends this
Post-Effective Amendment No. 5 to 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 Post-Effective Amendment No. 5 to Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment
No. 5 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
|
This Post-Effective Amendment No. 5 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
Cross Reference Sheet
| Item 1, | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Item Number and Caption
|
|
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
|
|
|
|
1. |
Name of Depositary and address of its principal executive office |
|
Face of Receipt - Introductory Article. |
|
|
|
|
|
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 (“ADSs”) |
|
Face of Receipt - Upper right corner. |
|
|
|
|
|
|
(ii) |
The procedure for voting, if any, the deposited securities |
|
Reverse of Receipt - Paragraphs (17)
and (18). |
|
|
|
|
|
|
(iii) |
The collection and distribution of dividends |
|
Reverse of Receipt - Paragraph (15). |
|
|
|
|
|
|
(iv) |
The transmission of notices, reports and proxy soliciting material |
|
Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (18). |
|
|
|
|
|
|
(v) |
The sale or exercise of rights |
|
Reverse of Receipt – Paragraphs (15) and (17).
|
|
|
|
|
|
|
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Face of Receipt - Paragraphs (3) and (6);
Reverse of Receipt - Paragraphs (15) and (17). |
|
|
|
|
|
|
(vii) |
Amendment, extension or termination of the deposit agreement |
|
Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
|
|
|
|
|
|
(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
|
Face of Receipt - Paragraph (14). |
|
|
|
|
|
|
(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
|
Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). |
Item
Number and Caption
|
|
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
|
|
|
|
|
|
|
(x) |
Limitation upon the liability of the Depositary |
|
Face of Receipt – Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21).
|
|
|
|
|
|
|
(xi) |
Fees and charges which may be imposed directly or indirectly on holders of ADSs |
|
Face of Receipt - Paragraph (14).
|
|
|
|
|
|
Item 2. |
AVAILABLE INFORMATION |
|
Face of Receipt - Paragraph (14). |
Mercurity Fintech Holding
Inc. (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act
of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United
States Securities and Exchange Commission (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 (as of
the date of this Post-Effective Amendment No. 5 to Registration Statement on Form F-6) at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form
of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 3 to Deposit Agreement, filed as Exhibit (a)(i) to this
Post-Effective Amendment No. 5 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a)(i) | Form of Amendment No. 3 to Deposit Agreement, by and among
Mercurity Fintech Holding Inc. (the “Company”), Citibank, N.A., as depositary (the “Depositary”),
and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Amendment No. 3”). ¾
Filed herewith as Exhibit (a)(i). |
| (a)(ii) | Amendment No. 2 to Deposit Agreement, dated as of May 19,
2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder
(“Amendment No. 2”). ¾ Filed herewith as Exhibit (a)(ii). |
| (a)(iii) | Amendment No. 1 to Deposit Agreement, dated as of July 31,
2018, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder
(“Amendment No. 1”). ¾ Previously filed as exhibit (a)(ii) to Post-Effective
Amendment No. 4 to Registration Statement on Form F-6, Reg. No. 333-202000, filed on May 1, 2020, and incorporated herein by reference. |
| (a)(iv) | Deposit Agreement, dated as of April 13, 2015, by and among
the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit
Agreement”). ¾ Previously filed as exhibit (a)(ii) to Post-Effective Amendment
No. 3 to Registration Statement on Form F-6, Reg. No. 333-202000, filed on July 20, 2018, and incorporated herein by reference. |
| (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.
¾ None. |
| (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. ¾
None. |
| (d) | Opinion of counsel for the Depositary as to the legality of
the securities to be registered. ¾ None. |
| (e) | Certificate under Rule 466. ¾
None. |
| (f) | Powers of Attorney for certain officers and directors and
the authorized representative of the Company. ¾ Set forth on the signature pages hereto. |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States,
for inspection by holders of ADSs, 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 amount of fees charged is 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 ADS
thirty (30) days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement,
as amended, by and among Mercurity Fintech Holding Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares 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 Post-Effective Amendment No. 5 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, State of New York, on the 5th day of December,
2022.
|
Legal
entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each
American Depositary Share representing the right to receive the specified number of ordinary shares of Mercurity Fintech Holding Inc.
CITIBANK, N.A., solely
in its capacity as Depositary
|
|
|
|
|
By: |
/s/ Leslie DeLuca |
|
|
Name: Leslie DeLuca |
|
|
Title: Attorney-in-fact |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Mercurity Fintech Holding Inc. 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. 5 to Registration Statement on Form
F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Shenzhen, China, on November 29, 2022.
|
Mercurity
Fintech Holding Inc.
|
|
|
|
|
By: |
/s/ Shi Qiu |
|
|
Name: Shi Qiu |
|
|
Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Shi Qiu and Keith Tan Jun Jie to act as his/her
true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any
and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 s/he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his 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 Post-Effective Amendment No. 5 to Registration Statement on Form F-6 has been signed by
the following persons in the following capacities on November 29, 2022.
[Signature Page to the Power
of Attorney]
Signature |
|
Title |
/s/ Shi Qiu
Shi Qiu
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
/s/ Yukuan Zhang
Yukuan Zhang
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Xiang Qu
Xiang Qu
|
|
Independent Director
|
|
|
|
Er-Yi Toh
|
|
Independent Director
|
|
|
|
Cong Huang
|
|
Independent Director |
|
|
|
/s/ Keith Tan Jun Jie
Keith Tan Jun Jie
|
|
Director |
|
|
|
Alan Curtis
|
|
Chairman of the Board and Independent Director |
|
|
|
/s/ Daniel Kelly Kennedy
Daniel Kelly Kennedy
|
|
Director |
|
|
|
/s/ Zheng Cui
Zheng Cui
|
|
Independent Director |
|
|
|
/s/ Qian Sun
Qian Sun
|
|
Director |
|
|
|
/s/ Hui Cheng
Hui Cheng
|
|
Independent Director |
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of Mercurity Fintech Holding Inc., has signed this Post-Effective Amendment No.
5 to Registration Statement on Form F-6 in New York, New York, on November 29, 2022.
Authorized U.S. Representative |
|
|
|
|
MERCURITY FINTECH TECHNOLOGY HOLDINGS INC. |
|
|
|
By: |
/s/ Shi Qiu |
|
|
Name: Shi Qiu |
|
|
Title: Chief Executive Officer |
|
Index to Exhibits
Exhibit |
Document |
Sequentially
Numbered Page |
|
|
|
(a)(i) |
Form of Amendment No. 3 to Deposit Agreement |
|
|
|
|
(a)(ii) |
Amendment No. 2 to Deposit Agreement |
|
|
|
|
Grafico Azioni Mercurity Fintech (NASDAQ:MFH)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Mercurity Fintech (NASDAQ:MFH)
Storico
Da Giu 2023 a Giu 2024