Bank of New York / ADR Division
05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:18
Registration for Depository Shares (Form F-6EF)
As filed with the Securities and Exchange Commission on May 19, 2026 Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
XCHANGE TEC.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)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
240 Greenwich Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
Legal Department
240 Greenwich Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[ X ] 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 offering price per unit (1) |
Proposed maximum aggregate offering price |
Amount of registration fee |
|
American Depositary Shares representing Class A ordinary shares of XChange TEC.INC |
200,000,000 American Depositary Shares |
$5.00 |
$10,000,000 |
$1,381.00 |
(1) For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.
The prospectus consists of the proposed form of American Depositary Receipt ("Receipt") included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
|
Item Number and Caption |
Location in Form of Receipt |
|
1. Name and address of depositary |
Introductory Article |
|
2. Title of the depositary shares and identity of deposited securities |
Face of Receipt, top center |
|
Terms of Deposit: |
|
|
(i) The amount of deposited securities represented by one unit of depositary shares |
Face of Receipt, upper right corner |
|
(ii) The procedure for voting, if any, the deposited securities |
Articles number 15, 16 and 18 |
|
(iii) The procedure for collection and distribution of dividends |
Articles number 4, 12, 14, 15, 18 and 21 |
|
(iv) The procedure for transmission of notices, reports and proxy soliciting material |
Articles number 11, 15, 16 and 18 |
|
(v) The sale or exercise of rights |
Articles number 13, 14, 15 and 18 |
|
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Articles number 12, 14, 15, 17 and 18 |
|
(vii) Amendment, extension or termination of the deposit agreement |
Articles number 20 and 21 |
|
(viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares |
Article number 11 |
|
(ix) Restrictions upon the right to transfer or withdraw the underlying securities |
Articles number 2, 3, 4, 6, 7 and 21 |
|
(x) Limitation upon the liability of the depositary |
Articles number 13, 18, 21 and 22 |
|
3. Fees and Charges |
Article number 7 |
Item - 2. Available Information
|
The foreign issuer either, as applicable, (i) publishes information as contemplated under Rule 12g3-2(b) or (ii) is or will be subject to the periodic reporting requirements and will file or submit certain reports to the Commission, in each case under the Securities Exchange Act of 1934, as amended. |
Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
|
a. |
Form of Deposit Agreement dated as of November 4, 2019 among XChange TEC.INC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
|
b. |
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - 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 Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4. |
|
e. |
Certification under Rule 466. - Filed herewith as Exhibit 5. |
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 depositary shares, 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 depositary shares thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 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 May 19, 2026.
Legal entity created by the agreement for the issuance of depositary shares representing Class A ordinary shares of XChange TEC.INC
| By: |
The Bank of New York Mellon As Depositary |
By: /s/ Alan MacAlpine
Name: Alan MacAlpine
Title: Director
Pursuant to the requirements of the Securities Act of 1933, XChange TEC.INC has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Shanghai, China, on May 19, 2026.
|
XCHANGE TEC.INC |
|
|
By: |
/s/ Zhichen Sun |
|
Name: |
Zhichen Sun |
|
Title: |
Chairman of the Board and Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints Zhichen Sun, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities any and all amendments (including post-effective amendments) to the Registration Statement and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, 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, this Registration Statement has been signed below by the following persons in the capacities indicated on May 19, 2026.
|
/s/ Zhichen Sun |
Chairman of the Board of Directors and Chief |
|
Zhichen Sun |
Executive Officer (principal executive officer, principal financial officer and principal |
|
accounting officer) |
|
|
/s/ Guofu Wu |
Director |
|
Guofu Wu |
|
|
/s/ Nini Qiao |
Director |
|
Nini Qiao |
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of XChange TEC.INC has signed this registration statement in New York, New York on the 19th day of May, 2026.
|
Authorized U.S. Representative - Cogency Global Inc. |
||
|
By: |
/s/ Colleen A. De Vries |
|
|
Name: |
Colleen A. De Vries |
|
|
Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
|
INDEX TO EXHIBITS
|
Exhibit Number |
Exhibit |
|
1 |
Form of Deposit Agreement dated as of November 4, 2019 among XChange TEC.INC, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
|
4 |
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. |
|
5 |
Certification Under Rule 466. |
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