As filed with the Securities and Exchange Commission on August 6, 2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Jianpu Technology Inc.
(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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incorporation or organization) |
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Identification Number) |
21/F Internet Finance Center
Danling Street, Beijing
People’s Republic of China
Telephone: +86-10-8302-3688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2017 Share Incentive Plan
Global Share Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: +1-302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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.
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Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o |
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(Do not check if
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Emerging growth company x |
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
Copies to:
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Yilü (Oscar) Chen Chief Financial Officer Jianpu Technology Inc. 21/F Internet Finance Center Danling Street, Beijing People’s Republic of China (86-10) 8302-3688 |
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Z. Julie Gao, Esq. Will H. Cai, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
15 Queen’s Road Central
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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
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Proposed
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Proposed
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Amount of
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Class A ordinary shares, par value US$0.0001 per share |
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13,172,672 |
(3) |
US$ |
0.01 |
(3) |
US$ |
131,726.72 |
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US$ |
16.40 |
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Class A ordinary shares, par value US$0.0001 per share |
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28,833,708 |
(4) |
US$ |
1.99 |
(4) |
US$ |
57,379,078.92 |
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US$ |
7,143.70 |
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Class A ordinary shares, par value US$0.0001 per share |
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20,422,848 |
(5) |
US$ |
0.21 |
(5) |
US$ |
4,288,798.08 |
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US$ |
533.96 |
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Class A ordinary shares, par value US$0.0001 per share |
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6,482,341 |
(6) |
US$ |
1.99 |
(6) |
US$ |
12,899,858.59 |
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US$ |
1,606.03 |
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Total |
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68,911,569 |
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— |
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US$ |
74,699,462.31 |
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US$ |
9,300.08 |
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(1) These shares may be represented by the Registrant’s American Depositary Shares (the “ADSs”), each two of which represent five Class A ordinary shares. 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, as amended (File No. 333-221356).
(2) Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 201 7 Share Incentive Plan (the “2017 Plan”) and Global Share Plan (the “Global Plan”). 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 from share splits, share dividends or similar transactions as provided in the 2017 Plan and Global Plan. Any Class A ordinary shares covered by an award granted under the 2017 Plan and Global Plan (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 ordinary shares that may be issued under the 2017 Plan and Global Plan.
(3) Represent ordinary shares issuable upon the exercise of outstanding options granted under the 2017 Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.
(4) Represent the number of Class A ordinary shares reserved for future award grants under the 2017 Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs, as quoted on the New York Stock Exchange on August 2, 2018.
(5) Represent ordinary shares issuable upon the exercise of outstanding options granted under the Global Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.
(6) Represent the number of Class A ordinary shares reserved for future award grants under the Global Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs, as quoted on the New York Stock Exchange on August 2, 2018.
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 covered by the 2017 Plan and Global Share Plan, 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 previously filed by Jianpu Technology Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) The Registrant’s latest annual report on Form 20-F (File No. 001-38278) filed with the Commission on April 27, 2018 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
(b) The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-38278) filed with the Commission on November 3, 2017, including any amendment and report subsequently filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement 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 in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests 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 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 Registrant’s Amended and Restated Memorandum and Articles of Association, adopted by its shareholders on October 19, 2017 and filed as Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-221056), provide that the Registrant shall indemnify its directors and officers against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reasons of their own dishonesty, willful default or fraud, in or about the conduct of the Company’s 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 Company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-221056), 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.
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.
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 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 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 Registrant’s annual report pursuant to Section 13(a) or 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.
EXHIBIT INDEX
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Exhibit Number |
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Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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5.1* |
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10.1 |
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10.2 |
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23.1* |
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Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm |
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23.2* |
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24.1* |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beijing, China, on August 6, 2018.
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Jianpu Technology Inc. |
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By: |
/s/ Daqing (David) Ye |
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Name: |
Daqing (David) Ye |
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Title: |
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Mr. Daqing (David) Ye with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s 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 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 or she might or could do in person, hereby ratifying and confirming all that 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Daqing (David) Ye |
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Chairman of the Board of Directors and Chief Executive Officer |
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August 6, 2018 |
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Daqing (David) Ye |
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(principal executive officer) |
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/s/ Yilü (Oscar) Chen |
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Chief Financial Officer |
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August 6, 2018 |
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Yilü (Oscar) Chen |
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(principal financial and accounting officer) |
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/s/ Jiayan Lu |
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Director |
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August 6, 2018 |
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Jiayan Lu |
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/s/ Caofeng Liu |
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Director |
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August 6, 2018 |
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Caofeng Liu |
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/s/ Chenchao Zhuang |
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Director |
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August 6, 2018 |
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Chenchao Zhuang |
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/s/ James Qun Mi |
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Director |
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August 6, 2018 |
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James Qun Mi |
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/s/ Kui Zhou |
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Director |
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August 6, 2018 |
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Kui Zhou |
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/s/ Yuanyuan Fan |
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Director |
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August 6, 2018 |
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Yuanyuan Fan |
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/s/ Denny Lee |
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Director |
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August 6, 2018 |
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Denny Lee |
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/s/ Xiaoyan Zhang |
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Director |
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August 6, 2018 |
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Xiaoyan Zhang |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Jianpu Technology Inc., has signed this registration statement in Newark, Delaware on August 6, 2018.
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Authorized U.S. Representative |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
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6 August 2018 |
Our Ref: XY/AWL/R1699-H15837 |
Jianpu Technology Inc.
Sertus Chambers, Governors Square,
Suite #5-204, 23 Lime Tree Bay Avenue,
P.O. Box 2547, Grand Cayman, KY1-1104,
Cayman Islands
Dear Sirs
Jianpu Technology Inc.
We have acted as Cayman Islands legal advisers to Jianpu Technology Inc. (the “ Company ”) in connection with the Company’s registration statement on Form F-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, in relation to the Class A Ordinary Shares of a par value of US$0.0001 each in the share capital of the Company (the “ Shares ”) issuable pursuant to the Plans (as defined in Schedule 1).
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations 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 in good standing with the Registrar of Companies in the Cayman Islands (the “ Registrar ”).
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.
WALKERS
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 promulgated 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
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/s/ WALKERS |
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WALKERS |
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SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Certificate of Incorporation dated 1 June 2017, the Certificate of Incorporation on Change of Name dated 24 August 2017, the Amended and Restated Memorandum and Articles of Association as conditionally adopted by special resolution on 19 October 2017 and effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares (the “ Memorandum and Articles ”), the Register of Members and the Register of Directors, copies of which have been provided to us by its registered office in the Cayman Islands (together the “ Company Records ”).
2. A Certificate of Good Standing dated 31 July 2018 in respect of the Company issued by the Registrar (the “ Certificate of Good Standing ”).
3. Copies of the executed written resolutions of the Board of Directors of the Company dated 6 August 2018, (the “ Resolutions ”).
4. Copies of the following documents of the Company (collectively the “ Plans ”):
(a) 2017 Share Incentive Plan adopted on 19 October 2017; and
(b) Global Share Plan adopted on 19 October 2017.
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. Any translations are a complete and accurate transaction of the original document they purport to translate.
2. The Memorandum and Articles reviewed by us are the memorandum and articles of association of the Company and are in force at the date hereof.
3. The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately 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 or on behalf of each member in respect of the member resolutions, 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.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Jianpu Technology Inc. of our report dated April 27, 2018 relating to the financial statements, which appears in Jianpu Technology Inc.’s Annual Report on Form 20-F for the year ended December 31, 2017.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
August 6, 2018