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VIOT Viomi Technology

Filed: 22 Mar 19, 7:07am

 

As filed with the Securities and Exchange Commission on March 22, 2019

Registration No. 333-

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Viomi Technology Co., Ltd

(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)

 

Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District

Guangzhou, Guangdong, 510220

People's Republic of China

+86 20 8930 9496

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

 

2015 Share Incentive Plan

2018 Share Incentive Plan

(Full title of the plan)

 

Cogency Global Inc.

10 East 40th Street, 10th Floor

New York, NY 10016

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

 

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

 

Accelerated filer

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

 

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. 

Copies to:

 

Shun Jiang

Chief Financial Officer

Viomi Technology Co., Ltd

Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District

Guangzhou, Guangdong, 510220

The People’s Republic of China

+86 20 8930 9496

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, People’s Republic of China

+86 21-6193-8200

 

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 $0.00001 per share (1)

12,720,000 (3)

US$

0.39 (3)

US$

4,960,800.00

US$

601.25

Class A ordinary shares, par value $0.00001 per share (1)

670,000 (4)

US$

1.10 (4)

US$

737,000.00

US$

89.32

Class A ordinary shares, par value $0.00001 per share (1)

21,166,000 (5)

US$

3.37 (5)

US$

71,399,973.33

US$

8,653.68

Total

34,556,000

 

US$

77,097,773.33

US$

9,344.25

 

(1)

These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents three class A ordinary shares.  The Registrants’ ADSs issuable upon deposit of the class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-227412).

(2)

Represents class A ordinary shares issuable upon exercise of options and restricted share units and pursuant to other awards granted under the 2015 Share Incentive Plan (the “2015 Plan”) and 2018 Share Incentive Plan (the “2018 Plan”, and together with the 2015 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 from share splits, share dividends or similar transactions as provided in the Plans. 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.

(3)

The amount to be registered represents class A ordinary shares issuable upon the exercise of outstanding options granted under the 2015 Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.

(4)

The amount to be registered represents class A ordinary shares issuable upon the exercise of outstanding options granted under the 2018 Plan as of the date of this registration statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of these outstanding options.

(5)

These class A ordinary shares are reserved for future award grants under the Plans, as well as the estimated number of class A ordinary shares that has been or will be automatically added to the 2018 Plan, effective on January 1, 2019 and January 1, 2020, pursuant to an “evergreen” provision in the 2018 Plan, and 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 the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Select Market on March 15, 2019.

 

 

 

 

 

 


 

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 Viomi Technology Co., Ltd (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a)

The Registrant’s prospectus dated September 24, 2018 (File No. 333-227063) filed with the Commission on September 26, 2018 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. 001-38649) filed with the Commission on September 11, 2018, 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.

Item 6.

Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s 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 August 23, 2018, provide that the Registrant shall indemnify its directors and officers against actions, proceedings, costs, charges, losses, damages and expenses incurred by such persons in their capacity as such, except through fraud or dishonesty.

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Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-227063), 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.

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.

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.

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(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

 

Second 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. 333-227063))

 

 

 

4.2

 

Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333- 227063))

 

 

 

4.3*

 

Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas as depositary, and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder dated September 24, 2018

 

 

 

5.1*

 

Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the class A ordinary shares being registered and certain Cayman Islands tax matters

 

 

 

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. 333-227063))

 

 

 

10.2

 

2018 Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-227063))

 

 

 

23.1*

 

Consent of PricewaterhouseCoopers Zhong Tian LLP

 

 

 

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 Guangzhou, China, on March 22, 2019.

 

 

 

 

Viomi Technology Co., Ltd

 

 

By:

 

/s/ Xiaoping Chen

Name:

 

Xiaoping Chen

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 Xiaoping Chen and Shun Jiang, with full power to act alone, as his or her 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 or she 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/ Xiaoping Chen

   

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

 

March 22, 2019

 

Xiaoping Chen

 

 

 

 

 

 

 

/s/ De Liu

  

Director

 

March 22, 2019

 

De Liu

  

 

 

 

 

 

 

 

 

 

/s/ Luo Zou

 

 

 

March 22, 2019

 

Luo Zou

 

Director

 

 

 

 

 

 

 

 

 

/s/ Jinling Zhang

 

 

 

March 22, 2019

 

Jinling Zhang

 

Director

 

 

 

 

 

 

 

/s/ Weijiang Wu

   

Director

 

March 22, 2019

 

Weijiang Wu

 

 

 

 

 

 

 

/s/ Shun Jiang

   

Chief Financial Officer (Principal Financial and Accounting Officer)

 

March 22, 2019

 

Shun Jiang

 

 

 

 

 

 

 

 

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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 New York, United States of America on March 22, 2019.

 

 

 

 

Authorized U.S. Representative

Cogency Global Inc.

 

 

By:

 

/s/ Shek Yuen Ting

Name:

 

Shek Yuen Ting

Title:

 

Assistant Secretary

 

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