As filed with the Securities and Exchange Commission on August 5 , 201 6
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YINTECH INVESTMENT HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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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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12th Floor, Block B,
Zhenhua Enterprise Plaza
No.3261 Dongfang Road
Pudong District , Shanghai, 200125
People’s Republic of China
(Address of principal executive offices, including zip code)
Amended and Restated 2013 Share Option Scheme
Amended and Restated 2014 Share Option Scheme
Amended and Restated Pre-IPO Restricted Share Unit Scheme
(Full title of the plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York, NY 10017
+1 212 750 6474
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Jingbo Wang
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Li He, Esq.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer |
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o |
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Non-accelerated filer x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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o |
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered (1) |
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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Ordinary shares, par value US $0.00001 per share |
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36,771,900 |
(3) |
$ |
0.163 |
(3) |
$ |
5,993,820 |
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$ |
604 |
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Ordinary shares, par value US $0.00001 per share |
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46,678,714 |
(3) |
$ |
0.163 |
(3) |
$ |
7,608,630 |
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$ |
766 |
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Ordinary shares, par value US $0.00001 per share |
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49,700,000 |
(3) |
$ |
0.675 |
(3) |
$ |
33,547,500 |
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$ |
3,378 |
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Ordinary shares, par value US $0.00001 per share |
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83,259,565 |
(4) |
$ |
0.7415 |
(4) |
$ |
61,736,967 |
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$ |
6,217 |
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Ordinary shares, par value US $0.00001 per share |
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89,734,629 |
(5) |
$ |
0.7415 |
(5) |
$ |
66,538,227 |
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$ |
6,700 |
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TOTAL |
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306,144,808 |
(6) |
— |
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$ |
175,425,144 |
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$ |
17,665 |
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(1) These ordinary shares may be represented by the Registrant’s American depositary shares (“ADSs”). Each ADS represents 20 ordinary share s . The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-194786).
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan (the “Plan”).
(3) These ordinary shares to be registered represent shares issuable upon exercise of currently outstanding options under the Pla n . Pursuant to Rule 457(h), the proposed maximum offering price per share represents the exercise price of the outstanding option under the Plan .
(4) These ordinary shares to be registered represent 88,446,496 shares reserved for future grants under the Amended and Restated Pre-IPO Restricted Share Unit Scheme. T he proposed maximum offering price per share w as determined upon the basis of the average of the high price of $15.10 and the low price of $14.56 of the Registrant’s ADSs , each of which represents 20 ordinary shares, reported on the NASDAQ Global Select Market on August 4, 201 6 , in accordance with Rule 457(c) under the Securities Act.
(5) These ordinary shares to be registered are reserved for future grants under the Plan. Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price, per share and in the aggregate, and the related portion of the aggregate registration fee in respect of the ordinary shares available for such future awards were determined upon the basis of the average of the high price of $15.10 and the low price of $14.56 of the Registrant’s ADSs , each of which represents 20 ordinary shares, reported on the NASDAQ Global Select Market on August 4, 201 6 , in accordance with Rule 457(c) under the Securities Act.
(6) Any ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the 2007 Share Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the “Commission”) by Yintech Investment Holdings Limited (the “Registrant”) are incorporated herein by reference.
(1) The Registrant’s prospectus filed with the Commission on April 27, 2016 pursuant to Rule 424(b)(4) under the Securities Act (Securities Act File No. 333-210584); and
(2) The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on April 20, 2016, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-37750).
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, 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 or committing a crime. The Registrant’s amended and restated memorandum and articles of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty or fraud.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.4 to the Registrant’s registration statement on Form F-1, as amended (File No. 333- 210584), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. REQUIRED 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 the 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 the 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 such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 the 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 Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on August 5, 2016.
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YINTECH INVESTMENT HOLDINGS LIMITED |
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By: |
/s/ WENBIN CHEN |
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Name: |
Wenbin Chen |
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Wenbin Chen and Jingbo Wang, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on August 5, 2016.
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Signature |
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Title |
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/s/ WENBIN CHEN |
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Chairman and Chief Executive Officer |
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Wenbin Chen |
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(principal executive officer) |
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/s/ JINGBO WANG |
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Chief Financial Officer |
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Jingbo Wang |
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(principal financial and accounting officer) |
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/s/ MING YAN |
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Director |
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Ming Yan |
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/s/ NINGFENG CHEN |
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Director |
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Ningfeng Chen |
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/s/ FENG LI |
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Independent Director |
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Feng Li |
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/s/ JUE YAO |
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Independent Director |
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Jue Yao |
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/s/ LIJUN LIN |
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Independent Director |
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Lijun Lin |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in New York, on August 5, 201 6.
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Law Debenture Corporate Services Inc. |
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By: |
/s/ GISELLE MANON |
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Name: |
Giselle Manon |
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Title: |
Service of Process Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description of Exhibit |
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4.1 |
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Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1 filed on April 4, 2016) (Securities Act File No. 333-210584) |
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4.2 |
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Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended, filed on April 19, 2016) (Securities Act File No. 333-210584) |
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4.3 |
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Deposit Agreement among the Registrant, Bank of New York Mellon as depositary, and holders and beneficial owners of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1, as amended, filed on April 19, 2016) (Securities Act File No. 333-210584) |
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4.4 |
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Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3) |
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5.1* |
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Opinion of Walkers, Cayman Islands counsel to the Registrant, regarding the legality of the securities being registered |
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23.1* |
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Consent of KPMG Huazhen LLP, an independent registered public accounting firm |
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23.2* |
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Consent of Walkers (included in Exhibit 5.1) |
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24.1* |
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Power of Attorney (included on signature page hereof) |
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99.1* |
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Yintech Investment Holdings Limited Amended and Restated 2013 Share Option Scheme (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1, as amended, filed on April 19, 2016) (Securities Act File No. 333-210584) |
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99.2* |
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Yintech Investment Holdings Limited Amended and Restated 2014 Share Option Scheme (incorporated herein by reference to Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended, filed on April 19, 2016) (Securities Act File No. 333-210584) |
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99.3* |
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Yintech Investment Holdings Limited Amended and Restated Pre-IPO Restricted Share Unit Scheme (incorporated herein by reference to Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended, filed on April 19, 2016) (Securities Act File No. 333-210584) |
* Filed herewith
Exhibit 5.1
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5 August 2016 |
Our Ref: XY/Y0307-H13503 |
Yintech Investment Holdings Limited
12th Floor, Block B, Zhenhua Enterprise Plaza
No. 3261 Dongfang Road
Pudong District
Shanghai, 200125
People’s Republic of China
Dear Sirs
Yintech Investment Holdings Limited
We have acted as Cayman Islands legal advisers to Yintech Investment Holdings Limited (the “ Company ”) in connection with the Company’s registration statement on Form S-8, (the “ Registration Statement ”), to be filed with the Securities and Exchange Commission relating to the registration under the U.S. Securities Act of 1933, as amended, of 306,144,808 Ordinary Shares of a par value of US$0.00001 each in the share capital of the Company (the “ Shares ”), pursuant to the “ Plans ” as defined in Schedule 1.
For the purposes of giving this opinion, we have examined and relied upon the copies of the documents listed in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this Opinion nor upon matters of fact or the commercial terms of the transactions the subject of this Opinion.
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
1. The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands.
2. The Shares to be issued and allotted pursuant to the Plans have been duly authorised. When allotted, issued and fully paid for in the manner contemplated in the Plans and in accordance with the resolutions adopted by the Directors and when appropriate entries have been made in the Register of Members of the Company, the Shares will be validly issued, allotted and fully paid, and there will be no further obligation on the holder of any of the Shares to make any further payment to the Company in respect of such Shares.
We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully
WALKERS
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Certificate of Incorporation dated 4 November 2015, the Amended and Restated Memorandum and Articles of Association as conditionally adopted by special resolution on 28 March 2016 and effective upon the commencement of the trading of the Company’s American Depositary Shares on the New York Stock Exchange and the Register of Directors of the Company, copies of which have been provided to us by the Company (together the “ Company Records ”).
2. Copies of executed written resolutions of the Board of Directors of the Company dated 12 April 2016, 12 February 2016 and 10 December 2015, respectively, and a copy of executed written resolutions of the members of the Company dated 12 February 2016 (the “ Resolutions ”).
3. A Certificate of Good Standing dated 1 August 2016 in respect of the Company issued by the Registrar of Companies in the Cayman Islands (the “ Certificate of Good Standing ”).
4. Copies of the following documents (collectively the “ Plans ”):
(a) Second Amended and Restated 2013 Pre-IPO Share Option Scheme;
(b) Third Amended and Restated 2014 Pre-IPO Share Option Scheme; and
(c) Third Amended and Restated Pre-IPO Restricted Share Unit Scheme.
5. The Registration Statement.
SCHEDULE 2
ASSUMPTIONS
1. The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.
2. The Memorandum and Articles of Association reviewed by us are the Memorandum and Articles of Association of the Company in force at the date hereof.
3. The Company Records are complete and accurate and constitute a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law and the Memorandum and Articles of Association of the Company to be recorded therein are so recorded.
4. There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which restrict the powers and authority of the Directors of the Company in any way or which would affect any opinion given herein.
5. The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director, or by and on behalf of each member in respect of the member resoluions, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.
6. The Resolutions remain in full force and effect and have not been revoked or varied.
SCHEDULE 3
QUALIFICATIONS
1. Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Law on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Yintech Investment Holdings Limited:
We consent to the use of our report dated February 29, 2016, with respect to the combined and consolidated balance sheets of Yintech Investment Holdings Limited and subsidiaries as of December 31, 2014 and 2015, and the related combined and consolidated statements of comprehensive income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2015, which report appears in the Form F-1(No. 333-210584) of Yintech Investment Holdings Limited incorporated herein by reference.
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/s/ KPMG Huazhen LLP |
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Shanghai, China |
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August 5, 2016 |
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