F-6 1 d218289df6.htm FORM F-6 Form F-6

As filed with the U.S. Securities and Exchange Commission on September 27, 2021

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

 

 

TDCX Inc.

(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, New York 10179

Telephone (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, New York 10168

Telephone (800) 221-0102

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

Copy to:

Matthew Poxon, Esq. and Max Kirchner, Esq.

Paul Hastings LLP

100 Bishopsgate

London EC2N 4AG, UK

+44 (0)20 3023 5171

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 one Class A ordinary share of TDCX Inc.

  

500,000,000

American Depositary Shares

   $0.05   $25,000,000   $2,727.50

 

 

(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, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

 

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    Paragraph (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) 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 (4), (5), (10) and (13)
 

(vii)

   Amendment, extension or termination of the Deposit Agreement    Paragraphs (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), and (5)
 

(x)

   Limitation upon the liability of the Depositary    Paragraph (14)

(3)   Fees and Charges

   

Paragraph (7)

 

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Item 2. AVAILABLE INFORMATION

Item Number and Caption

   

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(b)   Statement that TDCX Inc. 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 through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.

   

Paragraph (8)

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

 

(a)

Form of Deposit Agreement. Form of Deposit Agreement among TDCX Inc., JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the Form of American Depositary Receipt, is 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 Paul Hastings 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)

Powers of Attorney for certain officers and directors and the authorized representative 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 (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.

 

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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, on September 27, 2021.

 

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/ Lisa M. Hayes

 

Name:

  

Lisa M. Hayes

 

Title:

  

Vice President

 

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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 it meets all the requirements for filing on Form F-6 and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on September 27, 2021.

 

TDCX Inc.

By:

  

/s/ Laurent Junique

Name: Laurent Junique

Title: Executive Chairman and CEO

 

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POWERS OF ATTORNEY

We, the undersigned directors of TDCX Inc. and executive officers of TDCX Inc. and its subsidiaries hereby severally constitute and appoint Laurent Junique, singly (with full power to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in him for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and him, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Laurent Junique

Laurent Junique

    Executive Chairman and Chief Executive Officer (Principal Executive Officer)   September 27, 2021

/s/ Edward Goh

Edward Goh

   

EVP Corporate Development and Director

   September 27, 2021

/s/ Tze Neng Chin

Tze Neng Chin

    Chief Financial Officer and Director (Principal Financial and Accounting Officer)   September 27, 2021

 

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TDCX Inc., has signed this registration statement on Form F-6 or amendment thereto in New York, on September 27, 2021.

 

Authorized U.S. Representative

Cogency Global Inc.
By:  

/s/ Colleen A. De Vries

Name: Colleen A. De Vries
Title: Senior Vice-President on behalf of Cogency Global Inc.

 

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INDEX TO EXHIBITS

 

Exhibit
Number

     
(a)    Form of Deposit Agreement.
(d)    Opinion of Paul Hastings LLP, counsel to the Depositary, as to the legality of the securities to be registered.

 

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