Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
March 29 2019 - 3:55PM
Edgar (US Regulatory)
As filed
with the U.S. Securities and Exchange Commission on March 29, 2019
Registration
No. 333-146908
UNITED
STATES
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 the American Depositary Shares Evidenced
by American Depositary Receipts
___________________
AIRMEDIA
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)
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)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become effective
under Rule 466
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☒
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immediately
upon filing
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☐
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on
(Date) at (Time)
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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
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Amount
to be
registered
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Proposed
maximum
aggregate price
per unit
(1)
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Proposed
maximum
aggregate offering
price
(2)
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Amount of
registration fee
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American Depositary Shares evidenced by American
Depositary Receipts, each American Depositary Share representing a specified number of ordinary shares of AirMedia Group Inc.
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one
American Depositary Share.
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(2)
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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.
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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 Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment
to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory
paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American
Depositary Receipt, top center
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Terms
of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary Shares
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Face of American
Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs
(4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph
(3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs
(1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph
(14)
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(3)
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Fees and Charges
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Paragraph
(7)
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Item 2. AVAILABLE INFORMATION
Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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Public
reports furnished by issuer
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Paragraph
(8)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form
of Deposit Agreement
. Form of Amended and Restated Deposit Agreement dated as of ,
2019 among AirMedia Group 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).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of counsel to the Depositary as to the legality of the securities being registered
.
Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power
of Attorney.
Included as part of the signature pages hereto.
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Item 4. UNDERTAKINGS
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(a)
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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.
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(b)
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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 Post-Effective Amendment 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 March 29, 2019.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary
Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, AirMedia 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 to Registration Statement
on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on March 29, 2019.
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AirMedia Group Inc.
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By:
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/s/ Herman Man Guo
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Name: Herman Man Guo
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Title: Chief Executive Officer
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Herman Man Guo and Qing
Xu, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under
the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6
has been signed by the following persons in the capacities indicated on March 29, 2019.
Name
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Title
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/s/ Herman Man Guo
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Chairman of the Board of Directors and Chief Executive
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Herman Man Guo
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Officer
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Director and Executive President
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Qing Xu
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/s/ Xin Li
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Chief Financial Officer
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Xin Li
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/s/ Conor Chia-hung Yang
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Independent Director
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Conor Chia-hung Yang
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/s/ Shichong Shan
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Independent Director
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Shichong Shan
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Independent Director
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Hua Zhuo
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/s/ Songzuo Xiang
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Independent Director
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Songzuo Xiang
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/s/ Dong Wen
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Independent Director
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Dong Wen
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under
the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of AirMedia Group
Inc. has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Newark, Delaware on March 29, 2019.
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PUGLISI & ASSOCIATES
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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INDEX TO EXHIBITS
Exhibit
Number
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(a)
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Form of Amended
and Restated Deposit Agreement.
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(e)
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Rule 466 Certification
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