F-6 POS 1 e663693_f6pos-akso.htm

As filed with the Securities and Exchange Commission on June 24, 2024

Registration No. 333 - 220966

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

______________

AKSO HEALTH GROUP

(Exact name of issuer of deposited securities as specified in its charter)

______________

N/A

(Translation of issuer’s name into English)

______________

The 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)

______________

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

302-738-6680

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

_____________________________________

Copies to:

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

212-530-2208

Herman H. Raspé, Esq.

Patterson Belknap Webb & Tyler LLP

1133 Avenue of the Americas

New York, New York 10036

(212) 336-2301

_____________________________________

	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: ☐

This Post-Effective Amendment No. 2 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.

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 – Paragraphs (17) and (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 – Paragraph (6); Reverse of Receipt - Paragraphs (15), (17), and (19).

	(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).

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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), (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).

	(xi)	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).

Akso Health Group (the “Company”) is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit 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 (as of the date of this Post-Effective Amendment No. 2 to Registration Statement on Form F-6) 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 Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 2 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)(i) Form of Amendment No. 2 to the Deposit Agreement, by and among Akso Health Group (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ¾ Filed herewith as Exhibit (a)(i).

(a)(ii) Amendment No. 1 to the Deposit Agreement, dated as of August 24, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ¾ Filed herewith as Exhibit (a)(ii).

(a)(iii) Deposit Agreement, dated as of November 2, 2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”). ¾ Previously filed as Exhibit (a)(ii) to the Post-Effective Amendment No. 1 to Form F-6 Registration Statement (Reg. No. 333-220966) with the Commission on August 10, 2020.

(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. ¾ 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. ¾ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ¾ None.

(e) Certificate under Rule 466. ¾ Filed herewith as Exhibit (e).

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ¾ Set forth on the signature pages hereto.

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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 created by the Deposit Agreement, as amended, by and among Akso Health Group, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares 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. 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 the 24th day of June, 2024.

	Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each American Depositary Share representing the right to receive the specified number of Class A ordinary shares of Akso Health Group. CITIBANK, N.A., solely in its capacity as Depositary

	By:	/s/ Keith Galfo
		Name: Keith Galfo
		Title: Vice President

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Akso Health Group 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 Qingdao, China, on June 12, 2024.

	AKSO HEALTH GROUP

	By:	/s/ Yilin (Linda) Wang
		Name: Yilin (Linda) Wang
		Title: Chief Executive Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yilin (Linda) Wang and Rui (Kerrie) Zhang to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 12, 2024.

Signature		Title

/s/ Yilin (Linda) Wang		Director, Chairwoman and Chief Executive Officer (Principal Executive Officer)
Yilin (Linda) Wang


/s/ Rui (Kerrie) Zhang		Chief Financial Officer (Principal Financial and Accounting Officer)
Rui (Kerrie) Zhang

/s/ Wenjuan (Vivian) Liu		Director
Wenjuan (Vivian) Liu

/s/ Stephen P. Brown		Director
Stephen P. Brown

/s/ Gerald (Jerry) T. Neal		Director
Gerald (Jerry) T. Neal

/s/ Zhe Liu		Director
Zhe Liu

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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 Akso Health Group, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in Newark, Delaware, the U.S., on June 21, 2024.

Authorized U.S. Representative: Puglisi & Associates

By:	/s/ Donald J. Puglisi
	Name: Donald J. Puglisi
	Title: Managing Director

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page

(a)(i)	Form of Amendment No. 2 to Deposit Agreement

(a)(ii)	Amendment No. 1 to Deposit Agreement

(e)	Rule 466 Certification

SEC Form F-6 POS filed by Akso Health Group