Registration No. 333-
As filed with the Securities and Exchange Commission May 29, 2026
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
VICTORY GIANT TECHNOLOGY (HUIZHOU) CO., LTD.
(Exact name of issuer of deposited securities as
specified in its charter)
People’s Republic of China
(Jurisdiction of Incorporation or organization
of Issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
1 Columbus Circle, New York, New York 10019
Tel. No.: (212) 250-9100
(Address, including zip code, and telephone number
of depositary's principal offices)
DEUTSCHE BANK TRUST COMPANY AMERICAS
1 Columbus Circle
New
York, New York 10019
(212) 250-9100
(Address, including zip code, and telephone number
of agent for service)
Copy to:
DEUTSCHE BANK TRUST COMPANY AMERICAS
1 Columbus Circle
New
York, New York 10019
It is proposed that this filing become effective
under Rule 466
¨ immediately
upon filing x on
June 1, 2026 at 9 a.m. (Eastern 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 (2) |
Amount of
Registration
Fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-eighth (1/8) of
one (1) “H” share of Victory Giant Technology (HuiZhou) Co., Ltd. |
10,000,000 American
Depositary Shares |
$0.05 |
$500,000 |
$69.05 |
(1)Each unit represents one American Depositary
Share.
(2)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 such Receipts evidencing such American Depositary Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
| Required Information |
|
Location in Form of Receipt Filed Herewith
as Prospectus |
| |
|
|
|
|
| 1. |
Name of depositary and address of its principal executive office |
|
Face of Receipt – introductory paragraph |
| |
|
|
|
|
| 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 (“ADS”) |
|
Face of Receipt – upper right corner |
| |
|
|
|
|
| |
(ii) |
The procedure for voting the deposited securities |
|
Reverse of Receipt – Articles 11 and 13 |
| |
|
|
|
|
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(iii) |
The procedure for collecting and distributing dividends |
|
Reverse of Receipt – Articles 12 and 18 |
| |
|
|
|
|
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(iv) |
The procedures for transmitting notices, reports and proxy soliciting material |
|
Reverse of Receipt – Articles 11 and 15 |
| |
|
|
|
|
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(v) |
The sale or exercise of rights |
|
Reverse of Receipt – Articles 12 and 13 |
| |
|
|
|
|
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
|
Reverse of Receipt – Articles 12 and 15 |
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|
|
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(vii) |
Amendment, extension or termination of the deposit arrangements |
|
Reverse of Receipt – Articles 17 and 18 (no provision for extension) |
| |
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|
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(viii) |
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts |
|
Face of Receipt – Article 3 |
| |
|
|
|
|
| |
(ix) |
Restrictions upon the right to transfer or withdraw the underlying securities |
|
Face of Receipt – Article 1, 2, 4 and 6;
Reverse of Receipt – Articles 14, 15 and 18 |
| |
|
|
|
|
| |
(x) |
Limitation on the depositary’s liability |
|
Face of Receipt – Article 1, 2, 4 and 7;
Reverse of Receipt – Articles 11, 12, 14, 15, 16, 18 and 21 |
| |
|
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| 3. |
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly |
|
Reverse of Receipt – Article 19 |
Item 2. AVAILABLE INFORMATION
| Required Information |
|
Location in Form of Receipt Filed Herewith
as Prospectus |
| |
|
|
|
|
| (a) |
Statement that as of the date of the establishment of the program for issuance of Receipts by the Depositary, the Depositary has a good faith belief (after limited investigation), that the issuer of the Deposited Securities publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its internet website or through an electronic information delivery system generally available to the public in its primary trading market. |
|
Face of Receipt – Article 8 |
Prospectus
THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT
ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION
III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 3. EXHIBITS
(a) Copy
of Agreement - The Agreement between Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all holders
from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form
of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement.
(b) Any
other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of
the deposited securities represented thereby. - None.
(c) Any
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. - None.
(d) Opinion
of counsel to the Depositary as to the legality of the securities to be registered.
(e) Certification
under Rule 466.
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 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.
(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 a Receipt thirty days before any change in the
fee schedule.
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the agreement
for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of 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, as of May 28, 2026.
| |
Legal
entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing
the right to receive “H” shares of Victory Giant Technology (HuiZhou) Co., Ltd. |
| |
|
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By: |
DEUTSCHE
BANK TRUST COMPANY AMERICAS, Depositary |
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|
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By: |
/s/
Michael Tompkins |
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Name: |
Michael
Tompkins |
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Title: |
Director |
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By: |
/s/
Michael Curran |
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Name: |
Michael
Curran |
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|
Title: |
Vice
President |
INDEX TO EXHIBITS
Exhibit
Number |
|
| (a) |
Form of ADR |
| (d) |
Opinion of counsel to the Depositary as to the legality of the securities to be registered. |
| (e) |
Rule 466 Certification |
