F-6 POS 1 e664575_f6pos-youlife.htm

 

As filed with the Securities and Exchange Commission on June 2, 2025

Registration No. 333  - 285250  

 

 

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 AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

____________

 

YOULIFE GROUP 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)

________________________________

 

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)

____________

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

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

________________________________

 

Copies to:

 

Dan Ouyang, Esq.

K. Ronnie Li, Esq.

Baker & McKenzie LLP

Suite 3401, China World Office 2

China World Trade Centre

1 Jianguomenwai Dajie

Beijing 100004

People’s Republic of China

(86-10) 6535-3800

Herman H. Raspé, Esq.

Jean-Claude Lanza, Esq.

Patterson Belknap Webb & Tyler LLP

1133 Avenue of the Americas

New York, New York 10036

(212) 336-2000

________________________________

 

 

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*

 Proposed Maximum Aggregate Offering Price**

Amount of

Registration Fee

 

American Depositary Shares (“ADS(s)”), each ADS representing the right to receive one (1) Class A ordinary share of Youlife Group Inc. (the “Company”). N/A N/A N/A N/A
*Each unit represents 100 ADSs.
**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 Shares.

  

 

 

 

This Post-Effective Amendment No. 1 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.

  

ii

 

 

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).

   

I-1

 

 

 

 

Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)

Filed Herewith as Prospectus

         

  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
         
  (x) Limitation upon the liability of the Depositary  

Face of Receipt - Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
3.     Fees and charges which may be imposed directly  or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2. AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

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 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 at 100 F Street, N.E., Washington D.C. 20549.

  

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PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

  

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.EXHIBITS

 

(a)  Form of Deposit Agreement, by and among Youlife Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ 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. ___ 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. ___ None.

 

(d)  Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed as Exhibit (d) to the Registration Statement on Form F-6 (Reg. No. 333-285250) with the Commission on February 26, 2025 and incorporated herein by reference.

 

(e)  Certificate under Rule 466. ___ Filed herewith as Exhibit (e).

 

(f)  Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages to the Registration Statement on Form F-6 (Reg. No. 333-285250), filed on February 26, 2025 with the Commission, and incorporated herein by reference.

  

II-1

 

 

Item 4.UNDERTAKINGS

 

(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.

  

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Youlife Group Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be 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. 1 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 2nd day of June, 2025.

  

 

Legal entity created by the Deposit Agreement, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one (1) Class A ordinary share of Youlife Group Inc.

 

CITIBANK, N.A., solely in its capacity as Depositary 

     
 

By:

 /s/ Joseph Connor
    Name: Joseph Connor
    Title: Attorney-in-Fact

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Youlife Group 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. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized on June 2nd, 2025.

  

 

YOULIFE GROUP INC.

     
  By: /s/ Yunlei Wang
    Name: Yunlei Wang
    Title: Director

 

II-4

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 2nd, 2025.

 

Signature   Title
     

/s/ Yunlei Wang                                

Name: Yunlei Wang

  

Chief Executive Officer & Director

(Principal Executive Officer)

       

*                                                        

Name: Lidong Zhu

  

Chief Financial Officer & Director

(Principal Financial and Accounting Officer)

     

*                                                        

Name: Xiaolin Gou

  

Director

     

*                                                        

Name: Yunqiu Dai

  

Director

     
*Attorney-in-Fact    
     
By: /s/ Yunlei Wang                 

Name: Yunlei Wang

Title: Attorney-in-Fact

    

 

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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 Youlife Group Inc., has signed this registration statement or amendment thereto on June 2, 2025.

  

 

Authorized Representative in the U.S. 

   
 

Cogency Global Inc. 

     
  By: /s/ Colleen A. DeVries
    Name: Colleen A. DeVries
    Title:   Senior Vice President on behalf of Cogency Global Inc.

 

II-6

 

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a) Form of Deposit Agreement  
     
(e) Rule 466 Certification