Form S-8 POS

As filed with the Securities and Exchange Commission on February 6, 2023

Registration No. 333-238148

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT TO

FORM S-8

REGISTRATION STATEMENT NO. 333-238148

UNDER

THE SECURITIES ACT OF 1933

 

 

Huize Holding Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

49/F, Building T1, Qianhai Financial Centre, Linhai Avenue,

Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000

People’s Republic of China

+86 755 3689 9088

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

 

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 302-738-6680

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

 

 

Copies to:

 

Ronald Tam

Huize Holding Limited

49/F, Building T1, Qianhai Financial Centre, Linhai Avenue,

Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000

People’s Republic of China

+86 755 3689 9088

E-mail: tanguohao@huize.com

 

Haiping Li, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

46/F, Jing An Kerry Centre, Tower II

1539 Nanjing West Road

Shanghai 200040, China

+86 021 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      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.  ☐

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-8 (“Post-Effective Amendment”) amends the Registration Statement on Form S-8 (File No. 333-238148) of Huize Holding Limited (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2020 (together with the Post-Effective Amendment, the “Registration Statement”), with respect to the Class A common shares issuable pursuant to the Registrants’ Global Share Incentive Plan and 2019 Share Incentive Plan.

On September 8, 2021, the Registrant’s board of directors adopted an Amended and Restated 2019 Share Incentive Plan (the “A&R 2019 Plan”), pursuant to which the maximum aggregate number of shares that may be issued under the 2019 Share Incentive Plan was adjusted from 20,351,945 Class A common shares to 51,703,365 Class A common shares, increased by 31,351,420 Class A common shares. The rest of provisions of the 2019 Share Incentive Plan will remain in full force and effect. As a result, the Registrant is filing this Post-Effective Amendment to incorporate the A&R 2019 Plan as an exhibit to the Registration Statement and to reflect that a total of up to 51,703,365 Class A common shares have or may become available for issuance under the A&R 2019 Plan. The Registrant is also filing a new registration statement on Form S-8 to register the additional 31,351,420 Class A common shares that will become available for issuance under the A&R 2019 Plan.


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.3    Amended and Restated 2019 Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Form 6-K (File No. 001-39216) furnished to the Commission on September 16, 2021)
24.1*    Powers of Attorney (included on signature page hereto)

 

*

Filed herewith


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 Shenzhen, China, on February 6, 2023.

 

Huize Holding Limited
By:  

/s/ Cunjun Ma

  Name:   Cunjun Ma
  Title:   Chairman of the Board of Directors and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Cunjun Ma 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 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/ Cunjun Ma

  

Chairman of the Board of Directors and Chief

Executive Officer

(principal executive officer)

   February 6, 2023
Cunjun Ma      

*

   Director and Vice President    February 6 , 2023
Xuchun Luo      

*

   Director    February 6, 2023
Bin Wei      

*

   Director    February 6, 2023
Jun Ge      

/s/ Aaron Xiaolei Hou

   Director    February 6, 2023
Aaron Xiaolei Hou      

 

*By:  

/s/ Cunjun Ma

  Name: Cunjun Ma
  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 Huize Holding Limited, has signed this registration statement in Newark, Delaware, United States on February 6, 2023.

 

Authorized U.S. Representative
By:  

/s/ Donald J. Puglisi

  Name:   Donald J. Puglisi
  Title:   Managing Director