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As filed with the Securities and Exchange Commission on September 30, 2024
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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Lotus Technology Inc.
(Exact name of issuer of deposited securities as specified in its charter)
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Not Applicable
(Translation of issuer’s name into English)
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Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
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Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Copies to:
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Shu Du, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong Tel: +852 3740-4700 |
Melissa Butler, Esq.
Bree Peterson, Esq. White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +44 20 7532 1000 |
________________________
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ 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: ☐
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CALCULATION OF REGISTRATION FEE
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit (1) |
Proposed
maximum aggregate offering price (2) |
Amount of registration fee
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American Depositary Shares, each representing one ordinary share of Lotus Technology Inc.
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70,000,000 American Depositary Shares
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$0.05
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$3,500,000
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$516.60
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1
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For the purpose of this table only the term “unit” is defined as 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 Shares.
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This registration statement 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
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement and filed as Exhibit (a) to the registration
statement on Form F-6 (File No. 333-275006) previously filed by the registrant and is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
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Face of Receipt – Article 9
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Item 2. AVAILABLE INFORMATION
Lotus Technology Inc. (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 furnishes 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
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(a)
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Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder
(“Deposit Agreement”). – Previously filed as Exhibit (a) to Form F-6 (File No. 333-275006) and incorporated herein by reference.
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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 ADSs 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 White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. – Filed herewith as Exhibit (d).
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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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Powers of attorney for certain officers and directors of the Company. – Set forth on 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 ADRs, 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 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 ADR 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, 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 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 September 30, 2024.
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Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value US$0.00001 per share of Lotus Technology Inc.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Tompkins
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Name: Michael Tompkins
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Title: Director
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By:
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/s/ Michael Fitzpatrick
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Name: Michael Fitzpatrick
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Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, as amended, Lotus Technology 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 registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, the People’s Republic of China, on September 30, 2024.
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Lotus Technology Inc.
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By:
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/s/ Qingfeng Feng
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Name:
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Qingfeng Feng
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Title:
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Director and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Qingfeng Feng and
Alexious Kuen Long Lee, his or her true and lawful attorney-in-fact and agent, 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, as amended 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, this registration statement has been signed by the following persons on September 30, 2024, in the capacities indicated.
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Signature
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Title
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/s/ Daniel Donghui Li
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Director and Chairman of the Board of Directors
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Name: Daniel Donghui Li
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/s/ Qingfeng Feng
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Director and Chief Executive Officer (Principal Executive Officer)
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Name: Qingfeng Feng
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/s/ Alexious Kuen Long Lee
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Director and Chief Financial Officer (Principal Financial and Accounting Officer)
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Name: Alexious Kuen Long Lee
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/s/ Ooi Teik Huat
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Director
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Name: Ooi Teik Huat
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/s/ Ning Yu
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Director
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Name: Ning Yu
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/s/ Ada Yunfeng Yuan
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Independent Director
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Name: Ada Yunfeng Yuan
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/s/ Anish Melwani
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Independent Director
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Name: Anish Melwani
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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 Lotus Technology Inc., has signed this registration
statement in New York, New York, United States of America on September 30, 2024.
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Cogency Global Inc.
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By:
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/s/ Colleen A. DeVries
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Name: Colleen A. DeVries
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Title: Senior Vice President
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Index to Exhibits
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Exhibit
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Document
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(d)
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Opinion of White & Case LLP, counsel to the Depositary
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(e)
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Certification under Rule 466
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September 30, 2024
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Deutsche Bank Trust Company Americas,
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as Depositary under the Deposit Agreement
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referred to below
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1 Columbus Circle
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New York, NY 10019
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United States
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Ladies and Gentlemen,
We refer to the Registration Statement on Form F-6 filed on September 30, 2024 with the Securities and Exchange Commission (the “Registration Statement”) relating to American Depositary Shares
(“ADSs”) evidenced by American Depositary Receipts (“Receipts”), each ADS representing one ordinary share of Lotus Technology Inc., a company incorporated in the Cayman Islands (the “Company”).
In rendering the opinions set forth herein, we have assumed that (i) the Deposit Agreement appearing as Exhibit (a) to the Registration Statement (the “Deposit Agreement”) will have been duly
authorized, executed and delivered by the Company and will constitute a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, (ii) the relevant Deposited Securities (as defined in the Deposit
Agreement) will have been duly deposited with a custodian under and in accordance with the Deposit Agreement and all applicable laws and regulations, (iii) the choice of New York law contained in the Deposit Agreement is legal and valid under the
laws of the Cayman Islands and (iv) insofar as any obligation under the Deposit Agreement is to be performed in, or by a party organized under the laws of, any jurisdiction outside of the United States of America, its performance will not be illegal
or ineffective in any jurisdiction by virtue of the law of that jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the ADSs covered by the Registration Statement, when evidenced by Receipts that are duly executed and delivered by the Depositary
(as defined in the Deposit Agreement) and issued in accordance with the terms of the Deposit Agreement, will be validly issued and will entitle the registered holders thereof to the rights specified in the Deposit Agreement and those Receipts.
The foregoing opinion is limited to the laws of the State of New York and we express no opinion as to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement. In giving such consent, we do not admit hereby that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ White & Case LLP
MB:BP:DK
Certification under Rule 466
The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following:
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(1)
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That it previously had filed a registration statement on Form F-6 (Lotus Technology Inc., File No. 333-275006) which the U.S. Securities and Exchange Commission declared effective, with terms of deposit
identical to the terms of deposit of this Form F-6 registration statement; and
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(2)
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That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.
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By:
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary
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By:
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/s/ Michael Tompkins
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Name: Michael Tompkins
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Title: Director
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By:
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/s/ Michael Fitzpatrick
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Name: Michael Fitzpatrick
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Title: Vice President
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