As filed with the Securities and Exchange Commission on  July 10, 2020
Registration No. 333-232618     



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

WANDA SPORTS GROUP COMPANY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

Not Applicable
(Translation of issuer’s name into English)

Hong Kong
(Jurisdiction of incorporation or organization of issuer)

Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)

60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1(212) 947-7200
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Mark S. Bergman, Esq.
Xiaoyu Greg Liu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People’s Republic of China
Tel: +86‑10‑5828‑6300
Fax: +86‑10‑6530‑9070/9080
 
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532-1400


It is proposed that this filing become effective under Rule 466:
☐ 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
Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee (3)
American Depositary Shares, every two ADSs representing the right to receive three Class A ordinary shares of Wanda Sports Group Company Limited
300,000,000 American Depositary Shares
$0.05
$15,000,000
$1,818.00
1
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
2
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.
3
Previously paid.
  
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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.
 
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1, or this Amendment No. 1, to the registration statement on Form F-6 (File No. 333-232618) of Wanda Sports Group Company Limited, or the Registration Statement, is being filed solely for the purpose of updating the cover of the Registration Statement and filing as an exhibit Amendment No. 1 to the Deposit Agreement between the Registrant, Deutsche Bank Trust Company Americas, as depositary, and owners and holders of American Depositary Shares, in each case to reflect the designation of Cogency Global Inc. as Wanda Sports Group Company Limited’s new process agent and authorized representative in the United States. This Amendment No. 1 does not modify any other provision of the Registration Statement.

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
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.
 
 
(b)
Amendment No.1 to the Deposit Agreement— Filed herewith as Exhibit (b).
  
 
(c)
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.
 
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Previously filed.
 
 
(e)
Certification under Rule 466. — Not applicable.
 
 
(f)
Powers of attorney for certain officers and directors of the Company. — Previously filed.
 
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADR, 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.
 
 
(b)
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.
 




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 Amendment No. 1 to the 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, on July 10, 2020.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for Class A ordinary shares of Wanda Sports Group Company Limited, no par.
 
Deutsche Bank Trust Company Americas, as Depositary
 
 
 
 
 
 
 
 
 
By: 
 /s/ Michael P. Tompkins
 
 
 
Name: 
 Michael P. Tompkins
 
   
Title:
 Director  
 
 
 
 
 
 
 
 
 
By: 
 /s/ Kelvyn Correa
 
 
 
Name: 
 Kelvyn Correa  
   
Title:
 Director  
 
 
 
 
 


 
Pursuant to the requirements of the Securities Act of 1933, as amended, Wanda Sports Group Company Limited 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 Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s Republic of China, on July 10, 2020.

 
 
Wanda Sports Group Company Limited
 
 
 
 
 
 
 
 
 
 
 
 
 
By: 
/s/ Honghui Liao
 
 
 
Name: 
Honghui Liao
 
   
Title:
Chief Financial Officer
 
 
 
 
 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on July 10, 2020.


Signature
 
Title
     
/s/ *
   
Name: Lin Zhang
 
Chairman of the Board of Directors
     
/s/ *
   
Name: Hengming Yang
 
President, Chief Executive Officer
(Principal executive officer)
     
/s/ Honghui Liao
   
Name: Honghui Liao
 
Chief Financial Officer
(Principal financial and accounting officer)
     
/s/ *
   
Name: Philippe Blatter
 
Vice Chairman of the Board of Directors; President and Chief Executive Officer of Infront
     
/s/ *
   
Name: Andrew Messick
 
Director; President and Chief Executive Officer of WEH
     
/s/ *
   
Name: Yimin Gao
 
Director; President and Chief Executive Officer of WSC
     
     
/s/ *
   
Name: Edwin Fung
 
Director
     
     
     
/s/ *
   
Name: Kenneth Jarrett
 
Director


* By /s/ Honghui Liao
Name: Honghui Liao
Title: Attorney-in-fact



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 Wanda Sports Group Company Limited, has signed this this Amendment No. 1 to the Registration Statement on Form F-6 in New York City, State of New York, on July 10, 2020.


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




Index to Exhibit
 
Exhibit
Document
(b)
Amendment No.1 to the Deposit Agreement





AMENDMENT NO. 1
DEPOSIT AGREEMENT

by and among
WANDA SPORTS GROUP COMPANY LIMITED
as Issuer,
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Depositary
AND
THE HOLDERS AND BENEFICIAL OWNERS
OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER

Dated as of July 10, 2020





THIS AMENDMENT NO.1 TO THE DEPOSIT AGREEMENT, dated as of July 10, 2020 (hereafter, the “Amendment”) is amending the deposit agreement dated as of July 26, 2019 (the “Deposit Agreement”), and is entered into by and between (i) Wanda Sports Group Company Limited, a company incorporated in Hong Kong, with its principal executive office at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, China, and its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined)
W I T N E S S E T H  T H A T:
WHEREAS, pursuant to the Deposit Agreement the Company established an ADR facility with the Depositary to provide for the deposit of Shares and the creation of American Depositary Shares representing the Shares so deposited; and
WHEREAS, it is now envisaged to amend certain provisions of the Deposit Agreement pursuant to the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I.

DEFINITIONS
SECTION 1.1  All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Deposit Agreement.
ARTICLE II.

DESIGNATION OF NEW PROCESS AGENT
SECTION 2.1  On and with effect from the date of this Amendment, the first paragraph of Section 7.6 (Governing Law and Jurisdiction) shall be replaced in its entirety as follows:
“SECTION 7.6  Governing Law and Jurisdiction.  This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Subject to the Depositary's rights under the third paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding the above, the parties hereto agree that any judgment and/or order from any such New York court can be enforced in any court having jurisdiction thereof. The Company hereby irrevocably designates, appoints and

empowers Cogency Global Inc. (the “Process Agent”), at 122 East 42nd Street, 18th Floor, New York, New York 10168, United States, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Process Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Company agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.”
ARTICLE III.

MISCELLANEOUS
SECTION 3.1  This Amendment is supplemental to the Deposit Agreement and shall be read and construed as one instrument together with the Deposit Agreement. Except as amended by this Amendment, the Deposit Agreement shall continue in full force and effect.
SECTION 3.2  This Amendment may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Amendment shall not be effective until each of the parties has executed at least one counterpart.
SECTION 3.3  This Amendment shall be interpreted in accordance with, and all rights hereunder and the provisions hereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Any dispute and any non-contractual obligations arising out of or in connection with this Amendment shall be referred to and finally settled in accordance with the provisions of Section 7.6 of the Deposit Agreement.

[Signature Pages to Follow]



IN WITNESS WHEREOF, WANDA SPORTS GROUP COMPANY LIMITED and DEUTSCHE BANK TRUST COMPANY AMERICAS have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of American Depositary Shares evidenced by Receipts issued in accordance with the terms hereof.
  WANDA SPORTS GROUP COMPANY LIMITED  
       

By:
/s/ Hengming Yang  
    Name:  Hengming Yang
 
    Title: Chief Executive Officer
 
       

  DEUTSCHE BANK TRUST COMPANY AMERICAS  
       

By:
/s/ Kelvyn Correa
 
    Name:  Kelvyn Correa  
    Title:  Director
 
       
  By:
/s/ Michael P. Tompkins
 
    Name: Michael P. Tompkins
 
    Title:  Director