UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2021

 

Commission File Number: 001-39137

 

AnPac Bio-Medical Science Co., Ltd.

(Registrant’s name)

 

801 Bixing Street, Bihu County

Lishui, Zhejiang Province 323006

The People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): ¨

 

 

 

 

 

 

Explanatory Note:

 

The document attached as exhibit 5.1 to this Form 6-K is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on May 28, 2021 (Registration No. 333-256630) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

On November 15, 2021, AnPac Bio-Medical Science Co., Ltd. (the "Company") closed its previously announced underwritten public offering of 1,132,111 of its American Depositary Shares ("shares") at a public offering price of $2.22 per share. Gross proceeds before deducting the underwriting discount and other offering expenses payable by the Company are approximately $2.5 million.

 

Exhibit Index:

 

5.1Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the securities being registered

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      AnPac Bio-Medical Science Co., Ltd.
      (Registrant)
       
Date: November 15, 2021   By: /s/ Chris Chang Yu
    Name: Dr. Chris Chang Yu
    Title: Chairman of the Board of Directors and Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

 

Our ref: VSL/766305-000003/21238551v2

 

AnPac Bio-Medical Science Co., Ltd.

801 Bixing Street, Bihu County

Lishui, Zhejiang Province, 323006

People's Republic of China

 

 

15 November 2021

 

AnPac Bio-Medical Science Co., Ltd. (the "Company")

 

We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company's registration statement on Form F-3, including all amendments or supplements thereto, the prospectus supplement dated 9 November 2021 and the base prospectus dated 7 June 2021 (collectively, the "Registration Statements") filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to securities to the offering by the Company (the "Offering") of certain American depositary shares (the "ADSs") representing the Company's Class A ordinary shares of par value US$0.01 each (the "Shares");

 

We are furnishing this opinion as Exhibits 5.1 to the Registration Statements.

 

1Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 12 November 2021, including the Company's Certificate of Incorporation and the Third Amended and Restated Memorandum and Articles of Association of the Company (the "Memorandum and Articles") as registered on 27 January 2020.

 

1.2The Third Amended and Restated Memorandum and Articles of Association of the Company as registered on 27 January 2020 (the "Third Amended and Restated Memorandum and Articles").

 

1.3

The written resolutions of the board of directors of the Company dated 20 May 2021 and 9 November 2021 (the "Directors' Resolutions").

 

1.4A certificate of good standing with respect to the Company issued by the Registry of Corporate Affairs dated 8 November 2021 (the "Certificate of Good Standing").

 

1.5The Registration Statements.

 

 

 

 

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3All public records of the Company which we have examined are accurate and the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs is true and complete and such information has not since then been altered and such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

 

2.4The Directors' Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by each director of the Company) and have not been amended, varied or revoked in any respect.

 

2.5The members of the Company (the "Members") have not restricted or limited the powers of the directors of the Company in any way.

 

2.6There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below.

 

2.7Each director of the Company considers the transactions contemplated by the Registration Statements to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the opinions set out below.

 

2.8The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and Directors (or any committee thereof) (duly convened in accordance with the memorandum and articles of association of the Company) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

 

2.9The Company has not created any charges over any of its property or assets.

 

2.10Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

 

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3Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the "Act"), is in good standing at the Registry of Corporate Affairs, and is validly existing under the laws of the British Virgin Islands.

 

3.2Based solely on our review of the Memorandum and Articles, the maximum number of shares that the Company is authorised to issue is 100,000,000 shares of a par value of US$0.01 each, comprising of (i) 70,000,000 Class A Ordinary Shares of a par value of US$0.01 each, and (ii) 30,000,000 Class B Ordinary Shares of a par value of US$0.01 each.

 

3.3The issue and allotment of the Shares (including the Shares underlying the ADSs) have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statements, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The statements under the caption "Taxation" in the prospectus forming part of the Registration Statements, to the extent that they constitute statements of British Virgin Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

 

4.2Under section 42 of the Act, the entry of the name of a person in the register of members of a company as a holder of a share in a company is prima facie evidence that legal title in the share vests in that person. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of inaccuracy or omission).

 

4.3In this opinion, the phrase "non-assessable" means, with respect to the shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

4.4Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the reference to our name under the headings "Enforceability of Civil Liabilities" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statements. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

  

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

 

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