9F Inc. — Share Issue/Capital Change 2020

May 19, 2020

S-8 1 a20-18627_1s8.htm S-8

*As filed with the Securities and Exchange Commission on May 19, 2020*

*Registration No. 333-*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM S-8*

*REGISTRATION STATEMENT*

*UNDER*

*THE SECURITIES ACT OF 1933*

*9F Inc.*

(Exact name of registrant as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

*Jiufu Building, Rongxin Technology Center*

*Chaoyang District, Beijing 100102*

*People’s Republic of China*

*Tel: +86 (10) 8527-6996*

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

*2015 Share Incentive Plan*

*2016 Share Incentive Plan* (Full title of the plan)

*Cogency Global Inc.*

*122 East 42nd Street, 18th Floor, New York, NY 10168*

*Tel: +1 (800) 221-0102*

(Name, address, including zip code, and telephone number, including area code, of agent for service)

*Copies to:*

Yanjun Lin Chief Financial Officer 9F Inc. Jiufu Building, Rongxin Technology Center Chaoyang District, Beijing 100102 People’s Republic of China Tel: +86 (10) 8527-6996 Z. Julie Gao, 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 Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Centre, Tower II 46th Floor 1539 Nanjing West Road Shanghai, the People’s Republic of China +86 21 6193-8200

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.

Large accelerated filer o	Non-accelerated filer x
Emerging growth company x	Smaller reporting company o

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

*CALCULATION OF REGISTRATION FEE*

Title of securities to be registered (1)	Amount to be registered (2)		Proposed maximum offering price per share		Proposed maximum aggregate offering price	Amount of registration fee
Class A Ordinary Shares, par value US$0.00001 per share	4,041,450	(3)	$ 2.3430	(3)	$ 9,469,117.35	$ 1,229.09
Class A Ordinary Shares, par value US$0.00001 per share	4,041,450	(3)	$ 0.0000	(3)	$ 0.00	$ 0.00
Class A Ordinary Shares, par value US$0.00001 per share	5,505,800	(3)	$ 1.1715	(3)	$ 6,450,044.70	$ 837.22
Class A Ordinary Shares, par value US$0.00001 per share	2,517,650	(3)	$ 2.3430	(3)	$ 5,898,853.95	$ 765.67
Class A Ordinary Shares, par value US$0.00001 per share	2,517,650	(3)	$ 0.0000	(3)	$ 0.00	$ 0.00
Class A Ordinary Shares, par value US$0.00001 per share	643,300	(3)	$ 1.1715	(3)	$ 753,625.95	$ 97.82
Class A Ordinary Shares, par value US$0.00001 per share	13,733,600	(3)	$ 2.1199	(3)	$ 29,113,858.64	$ 3,778.98
Class A Ordinary Shares, par value US$0.00001 per share	561,700	(3)	$ 3.6953	(3)	$ 2,075,650.01	$ 269.42
Class A Ordinary Shares, par value US$0.00001 per share	78,600	(3)	$ 7.3905	(3)	$ 580,893.30	$ 75.40
Class A Ordinary Shares, par value US$0.00001 per share	6,858,398	(3)	$ 3.6953	(3)	$ 25,343,838.13	$ 3,289.63
Class A Ordinary Shares, par value US$0.00001 per share	2,853,911	(3)	$ 0.0000	(3)	$ 0.00	$ 0.00
Class A Ordinary Shares, par value US$0.00001 per share	178,900	(3)	$ 2.1199	(3)	$ 379,250.11	$ 49.23
Class A Ordinary Shares, par value US$0.00001 per share	756,891	(4)	$ 5.7800	(4)	$ 4,374,829.98	$ 567.85
Total	44,289,300	(5)	—		$ 84,439,962.12	$ 10,960.31

(1) These shares may be represented by the Registrant’s ADSs, each of which represents one Class A ordinary share. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-233151).

(2) Represents Class A ordinary shares issuable by the Company pursuant to the 2015 Share Incentive Plan and 2016 Share Incentive Plan (together with the 2015 Share Incentive Plan, the “Plans”). 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 resulting from share splits, share dividends or similar transactions as provided in the Plans.

(3) The amount to be registered represents Class A ordinary shares issuable upon exercise of options granted under the Plans and the corresponding proposed maximum offering price per share represents the exercise price of these outstanding options.

(4) These shares represent the Class A ordinary shares reserved for future award grants under the Plans . The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$5.7800 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Market on May 13, 2020.

(5) Any Class A ordinary shares covered by an award granted under the Plans (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 Class A ordinary shares that may be issued under the Plans.

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*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 Plans, 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 9F Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a) The Registrant’s prospectus dated August 15, 2019 (File No. 333-232802) filed with the Commission on August 15, 2019 pursuant to Rule 424(b)(4) under the Securities Act; and

(b) The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-39025) initially filed with the Commission on August 8, 2019 and Form 8-A12B/A (File No. 001-39025) subsequently filed with the Commission on August 14, 2019 , 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 Securities Exchange Act of 1934 (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 .

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*Item 6. Indemnification of Directors and Officers*

Cayman Islands law does not limit the extent to which a company’s memorandum and 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 currently effective amended and restated articles of association, adopted by its shareholders on July 17, 2019, provide that the Registrant shall indemnify its directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’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 Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the indemnification agreements between the Registrant and its directors and executive officers, the form of which was filed as Exhibit 10.4 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-232802), 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 of the Registrant.

The Underwriting Agreement, the form of which was filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-232802), also provides for indemnification by the underwriters of the Registrant and certain of its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused in reliance upon and in conformity with written information furnished to the Registrant specifically for use in such registration statement and certain other disclosure documents and specified in the Underwriting Agreement.

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.

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*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 this 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.

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*EXHIBIT INDEX*

Exhibit Number	Description
4.1	Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-232802))
4.2	Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-232802))
4.3*	Deposit Agreement dated August 19, 2019, among the Registrant, the depositary and the holders and beneficial owners of American Depositary Shares issued thereunder
5.1*	Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Class A ordinary shares being registered
10.1	2015 Share Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333-232802))
10.2	2016 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-232802))
23.1*	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm
23.2*	Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page hereto)

• Filed herewith.

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*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 May 19, 2020.

/s/ Lei Sun
Name:	Lei Sun
Title:	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, severally and not jointly, each of Lei Sun and Yanjun Lin, with full power to act alone, as his 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 each 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 might or could do in person, hereby ratifying and confirming all that each 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, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lei Sun	Chairman of the Board of Directors and Chief Executive Officer
Lei Sun	(Principal Executive Officer)	May 19, 2020
/s/ Yifan Ren	Director
Yifan Ren		May 19, 2020
/s/ Changxing Xiao	Director
Changxing Xiao		May 19, 2020
/s/ Fangxiong Gong	Director
Fangxiong Gong		May 19, 2020
/s/ David Cui	Director
David Cui		May 19, 2020
/s/ Lei Liu	Director
Lei Liu		May 19, 2020
/s/ Yanjun Lin	Chief Financial Officer and Director
Yanjun Lin	(Principal Financial and Accounting Officer)	May 19, 2020

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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 9F Inc., has signed this registration statement in New York, United States of America on May 19, 2020.

Authorized U.S. Representative
Cogency Global Inc.
By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

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