SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
China Rapid Finance Limited
(Exact name of registrant as specified in its charter)
|Cayman Islands||Not Applicable|
|(State or other jurisdiction of incorporation or organization)||(I.R.S. employer identification no.)|
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
Peoples Republic of China
(Address of principal executive offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which each
class is to be registered
Class A Ordinary shares, par value US$0.0001 per share*
American depositary shares, each representing one Class A ordinary shares
New York Stock Exchange, Inc.*
New York Stock Exchange, Inc.
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-217064 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None.
|*||Not for trading, but only in connection with the listing of the American depositary shares on the New York Stock Exchange. The American depositary shares represent Class A ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.|
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The description of the securities being registered is set forth under the heading Description of Share Capital and Description of American Depositary Shares contained in the prospectus forming a part of the Registrants registration statement on Form F-1 (File No. 333-217064) under the Securities Act of 1933, originally filed with the Securities and Exchange Commission on March 31, 2017, as amended from time to time (the Registration Statement), and is hereby incorporated by reference herein. In addition, all of the above-referenced descriptions included in any prospectus forming a part of the Registration Statement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, shall be deemed to be incorporated by reference herein. Copies of such description will be filed with the New York Stock Exchange.
Item 2. Exhibits.
No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|China Rapid Finance Limited|
/s/ Dr. Zhengyu (Zane) Wang
|Name:||Dr. Zhengyu (Zane) Wang|
|Title:||Chief Executive Officer, Chairman and|
Date: April 3, 2017