Shanghai-based Yintech Investment Holdings Ltd. filed onApril 4 a registration statement on Form F-1 with the SEC for its proposed IPOof an undisclosed number of American depositary shares.
Each American depositary share represents an undetermined numberof ordinary shares, par value 0.001 cent per share. Yintech Investment isseeking to register ordinary shares with a proposed maximum aggregate offeringprice of $80 million, estimated solely for the purpose of calculating theregistration fee. The proposed maximum aggregate offering price includesordinary shares represented by American depositary shares initially offered andsold outside the U.S. that may be resold from time to time in the country andordinary shares represented by American depositary shares that are issuableupon the exercise of the underwriters' overallotment option to purchaseadditional American depositary shares. The ordinary shares are not beingregistered for the purposes of sales outside the U.S.
The company said there has been no public market for theAmerican depositary shares or its ordinary shares. It has applied to list theAmerican depositary shares on the NASDAQ Global Select Market under the symbolYIN.
Yintech Investment is an online provider of spot commoditytrading services in China, according to the filing. It facilitates the tradingby individual customers of silver, gold and other precious metals andcommodities on three exchanges in China, namely the Shanghai Gold Exchange, theTianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange.
Concurrently with, and subject to, the completion of theoffering, MeMeStar Ltd., a limited liability company incorporated in theBritish Virgin Islands, and a wholly owned subsidiary of , has agreed to buy $10million of Yintech Investment's ordinary shares at a per share price equal tothe IPO price of the American depositary shares adjusted to reflect theAmerican depositary shares-to-ordinary share ratio. The concurrent privateplacement is being made pursuant to an exemption from registration with the SECunder Regulation S of the Securities Act. Under the subscription agreementbetween Yintech Investment and MeMeStar, the completion of the Americandepositary shares offering is the only substantive closing condition in theconcurrent private placement. MeMeStar has agreed not to, directly orindirectly, sell, transfer or dispose of any ordinary shares acquired in theconcurrent private placement for a period of 180 days after the date of theprospectus, subject to certain exceptions.
Yintech Investment plans to use the net proceeds from theoffering and the concurrent private placement to promote its brand andservices; to invest in information technology infrastructure and proprietarysoftware; to develop new businesses, including its trading service business onthe Shanghai Gold Exchange and trading service for other commodities; and forother general corporate purposes, including its working capital needs and potentialacquisitions.
Jefferies LLC and Ping An of China Securities (Hong Kong)Co. Ltd. were listed as underwriters for the offering. Bank of New York Mellonwas the depositary.