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As filed with the Securities and Exchange Commission on June 5, 2026
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Registration No. 333-
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UNITED STATES
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
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Viomi Technology Co., Ltd
(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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Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
+1 (302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
______________________
Copies to:
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark 15 Queen’s Road Central
Hong Kong +852 3740-4700 |
Melissa Butler, Esq.
Karen Katri, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW United Kingdom +1 305 925 4788
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______________________
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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). |
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
______________________
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)
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Proposed maximum
aggregate offering price(2)
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Amount of
registration fee
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American Depositary Shares, each representing three Class A ordinary shares of Viomi Technology Co., Ltd
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50,000,000 American Depositary Shares
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$0.05
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$2,500,000
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$345.25
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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
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. 333-227276) previously filed by the registrant and is incorporated herein by reference.
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Item 1.
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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.
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AVAILABLE INFORMATION
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Viomi Technology Co., Ltd (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
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Item 3.
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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. 333-227276) 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.
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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, United States of America on June 5, 2026.
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Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares, par value US$0.00001 per share of Viomi Technology Co., Ltd.
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Tompkins |
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Name:
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Michael Tompkins |
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Title:
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Director |
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By:
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/s/ Daniel Oliver | |||
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Name:
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Daniel Oliver | |||
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Title:
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Vice President |
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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 Guangzhou, the People’s Republic of China, on June 5, 2026.
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Viomi Technology Co., Ltd
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By:
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/s/ Xiaoping Chen | |||
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Name:
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Xiaoping Chen
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Title:
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Chairman of the Board of Directors 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 Xiaoping Chen, 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 of 1933, as amended, this registration statement has been signed by the following persons on June 5, 2026, in the capacities
indicated.
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Signature
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Title
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| /s/ Xiaoping Chen |
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
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Name:
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Xiaoping Chen
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| /s/ Qian Sun |
Director
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Name:
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Qian Sun
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| /s/ Jinling Zhang |
Independent Director
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Name:
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Jinling Zhang
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| /s/ Weijiang Wu |
Independent Director
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Name:
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Weijiang Wu
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| /s/ Jun Li |
Independent Director
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Name:
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Jun Li
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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 Viomi Technology Co. Ltd, has signed this
registration statement in Newark, Delaware, United States of America on June 5, 2026.
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi |
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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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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June 5, 2026
Deutsche Bank Trust Company Americas,
as Depositary under the Deposit Agreement
referred to below
1 Columbus Circle
New York, NY 10019
United States
New York, NY 10019
United States
Ladies and Gentlemen,
We refer to the Registration Statement on Form F-6 filed on June 5, 2026 with the Securities and Exchange Commission (the “Registration Statement”) relating to American Depositary Shares (“ADSs”)
evidenced by American Depositary Receipts (“Receipts”), each ADS representing three Class A ordinary shares of Viomi Technology Co., Ltd, 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”) has been duly authorized,
executed and delivered by the Company and constitutes 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:KK:GB
Certification under Rule 466
The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following:
(1) That it previously had filed a registration statement on Form F-6 (Viomi Technology Co., Ltd, File No. 333-227276) 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
(2) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.
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DEUTSCHE BANK TRUST COMPANY AMERICAS, solely in its capacity as Depositary
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By:
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/s/ Michael Tompkins |
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Name:
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Michael Tompkins |
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Title:
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Director |
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By:
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/s/ Daniel Oliver |
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Name:
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Daniel Oliver |
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Title:
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Vice President |
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