F-6 POS 1 e663977_f6pos-douyu.htm

 

As filed with the U.S. Securities and Exchange Commission on October 29, 2024

 

Registration Statement No. 333-232579

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

DouYu International Holdings 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, New York 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

Telephone: +1-212-947-7200

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

 

Copy to:

 

JPMorgan Chase Bank, N.A.

383 Madison Avenue, Floor 11

New York, NY 10179

Telephone: +1-800-990-1135

 

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 (1) ordinary share of DouYu International Holdings Limited n/a n/a n/a n/a
(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.

 

 

 

 

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 form of Amendment No. 2 to the Deposit Agreement filed as Exhibit (a)(3) to this Post-Effective Amendment No. 2 to Registration Statement on Form F-6, 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   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), (11) 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 DouYu International Holdings 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)(1)Form of Deposit Agreement. Form of Deposit Agreement among DouYu International Holdings Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADRs issued thereunder (the “Deposit Agreement”). Previously filed.

 

(a)(2) Form of Amendment No. 1 to Deposit Agreement. Previously filed.

 

(a)(3) Form of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a)(3).

 

(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 counsel to the Depositary, as to the legality of the securities being registered.  Previously filed.

 

(e)Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f) Power of Attorney for certain officers and directors of the Registrant.  Previously filed.

 

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 Post-Effective Amendment No. 2 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 October 29, 2024.

  

 

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/ Gregory A. Levendis
  Name: Gregory A. Levendis
  Title: Executive Director

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, DouYu International Holdings 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. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Wuhan, China, on October 29, 2024.

  

 

DouYu International Holdings Limited

   
  By: /s/ Mingming Su
  Name: Mingming Su
  Title:

Chief Strategy Officer, Director

  

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons on October 29, 2024 in the capacities indicated.

 

SIGNATURES

 

Signature

 

 

Title

 

/s/ Shaojie Chen  

Name: Shaojie Chen

 

Chief Executive Officer, Director

 

     

/s/ Mingming Su

Name: Mingming Su

 

Chief Strategy Officer, Director

(co-principle executive officer, principle financial officer and principle accounting officer)

     

/s/ Hao Cao*

Name: Hao Cao

 

Vice President, Director

(co-principle executive officer)

     

/s/ Simin Ren*

Name: Simin Ren

 

Vice President, Director

(co-principle executive officer)

     

/s/ Song Zhou

Name: Song Zhou

 

Director

     

 

Director

Name: Haiyang Yu    
     

/s/ Xi Cao  

Name: Xi Cao

 

Independent Director

     

/s/ Zhaoming Chen*  

Name: Zhaoming Chen

 

Independent Director

     

/s/ Xuehai Wang*

Name: Xuehai Wang

 

Independent Director

     

/s/ Zhi Yan*

Name: Zhi Yan 

 

Independent Director

     
*By: /s/ Mingming Su    

Name: Mingming Su

Title: Power of Attorney

   

 

 

 

SIGNATURE OF U.S. AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of DouYu International Holdings Limited, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in New York, New York, on October 29, 2024.

 

  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.

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a)(3) Form of Amendment No.2 to the Deposit Agreement among DouYu International Holdings Limited, JPMorgan Chase Bank, N.A., as depositary, and all holders and beneficial owners from time to time of ADRs issued thereunder, including the form of American Depositary Receipt attached as Exhibit A thereto.  
     
(e) Rule 466 Certification.