As filed with the Securities and Exchange Commission on May 19, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
9F Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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Jiufu Building, Rongxin Technology Center
Chaoyang District, Beijing 100102
Peoples Republic of China
Tel: +86 (10) 8527-6996
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2015 Share Incentive Plan
2016 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor, New York, NY 10168
Tel: +1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Yanjun Lin
Chief Financial Officer
9F Inc.
Jiufu Building, Rongxin Technology Center
Chaoyang District, Beijing 100102
Peoples Republic of China
Tel: +86 (10) 8527-6996
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
+852 3740-4700
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
JingAn Kerry Centre, Tower II
46th Floor
1539 Nanjing West Road
Shanghai, the Peoples Republic of China
+86 21 6193-8200
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Emerging growth company x
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Smaller reporting company o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered(1)
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Amount to be
registered(2)
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Proposed
maximum
offering price
per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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|
Class A Ordinary Shares, par value US$0.00001 per share
|
|
4,041,450
|
(3)
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$
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2.3430
|
(3)
|
$
|
9,469,117.35
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|
$
|
1,229.09
|
|
Class A Ordinary Shares, par value US$0.00001 per share
|
|
4,041,450
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(3)
|
$
|
0.0000
|
(3)
|
$
|
0.00
|
|
$
|
0.00
|
|
Class A Ordinary Shares, par value US$0.00001 per share
|
|
5,505,800
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(3)
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$
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1.1715
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(3)
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$
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6,450,044.70
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|
$
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837.22
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|
Class A Ordinary Shares, par value US$0.00001 per share
|
|
2,517,650
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(3)
|
$
|
2.3430
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(3)
|
$
|
5,898,853.95
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|
$
|
765.67
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|
Class A Ordinary Shares, par value US$0.00001 per share
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|
2,517,650
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(3)
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$
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0.0000
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(3)
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$
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0.00
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|
$
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0.00
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|
Class A Ordinary Shares, par value US$0.00001 per share
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|
643,300
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(3)
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$
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1.1715
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(3)
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$
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753,625.95
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|
$
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97.82
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|
Class A Ordinary Shares, par value US$0.00001 per share
|
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13,733,600
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(3)
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$
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2.1199
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(3)
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$
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29,113,858.64
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$
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3,778.98
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|
Class A Ordinary Shares, par value US$0.00001 per share
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561,700
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(3)
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$
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3.6953
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(3)
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$
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2,075,650.01
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$
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269.42
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|
Class A Ordinary Shares, par value US$0.00001 per share
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78,600
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(3)
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$
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7.3905
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(3)
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$
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580,893.30
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|
$
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75.40
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|
Class A Ordinary Shares, par value US$0.00001 per share
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|
6,858,398
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(3)
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$
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3.6953
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(3)
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$
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25,343,838.13
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$
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3,289.63
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Class A Ordinary Shares, par value US$0.00001 per share
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2,853,911
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(3)
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$
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0.0000
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(3)
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$
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0.00
|
|
$
|
0.00
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|
Class A Ordinary Shares, par value US$0.00001 per share
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|
178,900
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(3)
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$
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2.1199
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(3)
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$
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379,250.11
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$
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49.23
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Class A Ordinary Shares, par value US$0.00001 per share
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756,891
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(4)
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$
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5.7800
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(4)
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$
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4,374,829.98
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$
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567.85
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Total
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44,289,300
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(5)
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$
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84,439,962.12
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$
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10,960.31
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(1) These shares may be represented by the Registrants ADSs, each of which represents one Class A ordinary share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-233151).
(2) Represents Class A ordinary shares issuable by the Company pursuant to the 2015 Share Incentive Plan and 2016 Share Incentive Plan (together with the 2015 Share Incentive Plan, the Plans). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plans.
(3) The amount to be registered represents Class A ordinary shares issuable upon exercise of options granted under the Plans and the corresponding proposed maximum offering price per share represents the exercise price of these outstanding options.
(4) These shares represent the Class A ordinary shares reserved for future award grants under the Plans. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$5.7800 per ADS, the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Market on May 13, 2020.
(5) Any Class A ordinary shares covered by an award granted under the Plans (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plans.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants currently effective amended and restated articles of association, adopted by its shareholders on July 17, 2019, provide that the Registrant shall indemnify its directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified persons own dishonesty, willful default or fraud, in or about the conduct of the Registrants business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements between the Registrant and its directors and executive officers, the form of which was filed as Exhibit 10.4 to the Registrants registration statement on Form F-1, as amended (File No. 333-232802), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer of the Registrant.
The Underwriting Agreement, the form of which was filed as Exhibit 1.1 to the Registrants registration statement on Form F-1, as amended (File No. 333-232802), also provides for indemnification by the underwriters of the Registrant and certain of its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused in reliance upon and in conformity with written information furnished to the Registrant specifically for use in such registration statement and certain other disclosure documents and specified in the Underwriting Agreement.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Lei Sun and Yanjun Lin, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Lei Sun
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Chairman of the Board of Directors and Chief Executive Officer
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Lei Sun
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(Principal Executive Officer)
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May 19, 2020
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/s/ Yifan Ren
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Director
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Yifan Ren
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May 19, 2020
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/s/ Changxing Xiao
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Director
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Changxing Xiao
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May 19, 2020
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/s/ Fangxiong Gong
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Director
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Fangxiong Gong
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May 19, 2020
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/s/ David Cui
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Director
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David Cui
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May 19, 2020
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/s/ Lei Liu
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Director
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Lei Liu
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May 19, 2020
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/s/ Yanjun Lin
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Chief Financial Officer and Director
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Yanjun Lin
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(Principal Financial and Accounting Officer)
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May 19, 2020
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7
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 9F Inc., has signed this registration statement in New York, United States of America on May 19, 2020.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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8