Mga Batayang Estadistika
| CIK | 1851682 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Missfresh Ltd - ADR
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 17, 2023 |
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 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s |
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| November 17, 2023 |
Missfresh Receives Delisting Notice from Nasdaq Exhibit 99.1 Missfresh Receives Delisting Notice from Nasdaq BEIJING, November 17, 2023—Missfresh Limited (“Missfresh” or the “Company”) today announced that the equity financings and the business acquisition under the share purchase agreements, as previously announced on August 3, 2023, and the transactions under the share transfer agreement, as previously announced on August 7, 2023, have been t |
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| November 15, 2023 |
Missfresh Limited 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China November 15, 2023 VIA EDGAR Ms. Jennifer Gowetski Mr. Andrew Mew Division of Corporation Finance Disclosure Review Program Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Missfresh Ltd Form 20-F for the Year Ended December |
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| November 15, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on August 3, 2023, as amended by Amendment No. 1 thereto (the “Report”), I, Zheng Xu, Chief Executive O |
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| November 15, 2023 |
ADS Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 15, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to |
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| November 15, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to |
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| November 15, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on August 3, 2023, as amended by Amendment No. 1 thereto (the “Report”), I, Zheng Xu, Chief Executive O |
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| October 30, 2023 |
Missfresh Limited 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China October 30, 2023 VIA EDGAR Ms. Jennifer Gowetski Mr. Andrew Mew Division of Corporation Finance Disclosure Review Program Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Missfresh Ltd (the “Company”) Form 20-F for |
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| September 15, 2023 |
Missfresh Limited Announces Results of Annual General Meeting Exhibit 99.1 Missfresh Limited Announces Results of Annual General Meeting BEIJING, China, September 15, 2023—Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF) is pleased to announce that at its annual general meeting of shareholders held virtually today, shareholders of the Company approved each of the four proposed resolutions set out in the notice of annual general meeting (the “Mee |
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| September 15, 2023 |
Exhibit 99.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MISSFRESH LIMITED (adopted by a Special Resolution passed on September 15, 2023) 1. The name of the Company is Missfresh Limited. 2. The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, |
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| September 15, 2023 |
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 September 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s |
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| August 31, 2023 |
Missfresh Limited 3rd Floor, Block A, Vanke Times Center No.9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China August 31, 2023 VIA EDGAR Mr. Andrew Mew Mr. Jimmy McNamara Division of Corporation Finance Disclosure Review Program Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Missfresh Ltd Form 20-F for the Year Ended December 31, 20 |
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| August 18, 2023 |
Missfresh Limited to Hold Annual General Meeting on September 15, 2023 Exhibit 99.1 Missfresh Limited to Hold Annual General Meeting on September 15, 2023 BEIJING, China, August 18, 2023—Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF), today announced that it will hold an annual general meeting of shareholders (the “AGM”) virtually held at https://meeting.tencent.com/dw/9lPeKAxZAu6p on September 15, 2023 at 9:00 A.M. (Beijing time), for the purposes of |
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| August 18, 2023 |
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 August 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Re |
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| August 18, 2023 |
Exhibit 99.2 MISSFRESH LIMITED (Incorporated in the Cayman Islands with limited liability) (Nasdaq Ticker: MF) NOTICE OF ANNUAL GENERAL MEETING to be held on September 15, 2023 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Missfresh Limited (the “Company”) will be virtually held at https://meeting.tencent.com/dw/9lPeKAxZAu6p on |
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| August 18, 2023 |
Exhibit 99.3 MISSFRESH LIMITED (Incorporated in the Cayman Islands with limited liability) (Nasdaq Ticker: MF) FORM OF PROXY FOR ANNUAL GENERAL MEETING to be held on September 15, 2023 (or any adjourned or postponed meeting thereof) Introduction This Form of Proxy is furnished in connection with the annual general meeting of the Company (the “AGM”) to be virtually held at https://meeting.tencent.c |
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| August 7, 2023 |
Missfresh Announces Entry into Share Transfer Agreement Exhibit 99.1 Missfresh Announces Entry into Share Transfer Agreement BEIJING, August 7, 2023—Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF), today announced that it entered into a share transfer agreement with Freshking Limited, a British Virgin Islands company wholly owned by Mr. Zheng Xu. The entry into this share transfer agreement and the transactions contemplated thereunder hav |
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| August 7, 2023 |
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 August 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Re |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| August 3, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260310) of Missfresh Limited of our report dated March 24, 2021 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhongtian LLP Beijing, the People’s Republic of China August 3, 2 |
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| August 3, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| August 3, 2023 |
Exhibit 4.16 THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AGREEMENT by and among Missfresh Limited, Intrepid Technology Limited, and Mejoy Infinite Limited Dated as of August 2, 2023 TABLE OF CONTENTS Page ARTICLE I DEFIN |
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| August 3, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zheng Xu, Chief Executive Officer of the Company, certify, pursua |
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| August 3, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| August 3, 2023 |
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 August 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s Name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Re |
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| August 3, 2023 |
Exhibit 4.15 THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AGREEMENT dated as of August 2, 2023 between MISSFRESH LIMITED and HF (CHINA) BUSINESS MANAGEMENT CO., LIMITED Summary of Key Terms Purchaser: HF (China) Business |
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| August 3, 2023 |
Missfresh Announces Entry of Share Purchase Agreements for Financing and Business Acquisition Exhibit 99.1 Missfresh Announces Entry of Share Purchase Agreements for Financing and Business Acquisition BEIJING, August 3, 2023—Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF), today announced that it entered into two share purchase agreements with two investors, respectively (the “Share Purchase Agreements for Financing”), and another share purchase agreement with Mejoy Infinite |
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| August 3, 2023 |
Exhibit 15.4 Our ref ELR/747971-000007/26251924v1 Direct tel +852 3690 7424 Email [email protected] Missfresh Limited 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China 3 August 2023 Dear Sir and/or Madam Missfresh Limited We have acted as legal advisers as to the laws of the Cayman Islands to Missfresh Limited, |
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| August 3, 2023 |
9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Ave., Dongcheng District Exhibit 15.3 9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Ave., Dongcheng District Beijing 100738, PRC Tel: +86 10 8525 5500 Fax: +86 10 8525 5511 / 8525 5522 Beijing · Shanghai · Shenzhen · Hong Kong · Haikou · Wuhan · Singapore www.hankunlaw.com Date: August 3, 2023 To: Missfresh Limited (the “Company”) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beij |
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| August 3, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zheng Xu, Chief Executive Officer of the Company (serving as the |
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| August 3, 2023 |
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 August 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Re |
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| August 3, 2023 |
Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. Exhibit 15.1 Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260310) of Missfresh Limited of our report dated August 3, 2023 relating to the financial statements, which appears in this Form 20-F. /s/ Shandong Haoxin Certified Public Accountants Co., Ltd. Shandong Haoxin Certifie |
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| August 3, 2023 |
Exhibit 4.14 THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL, AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SHARE PURCHASE AGREEMENT dated as of August 2, 2023 between MISSFRESH LIMITED and VIGOROUS GLOBAL CAPITAL INC. Summary of Key Terms Purchaser: Vigorous Global Capital Inc. Shares |
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| July 10, 2023 |
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 July 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Repu |
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| July 10, 2023 |
Missfresh Announces Receipt of Nasdaq Notice of Market Value of Publicly Held Shares Deficiency Exhibit 99.1 Missfresh Announces Receipt of Nasdaq Notice of Market Value of Publicly Held Shares Deficiency BEIJING, July 10, 2023—Missfresh Limited (NASDAQ: MF) (“Missfresh” or the “Company”) today announced that it has received written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated July 3, 2023, indicating that for the last 3 |
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| June 21, 2023 |
Missfresh Announces Receipt of Minimum Bid Price Notice from Nasdaq Exhibit 99.1 Missfresh Announces Receipt of Minimum Bid Price Notice from Nasdaq BEIJING, June 21, 2023—Missfresh Limited (NASDAQ: MF) (“Missfresh” or the “Company”) today announced that it has received written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated June 14, 2023, indicating that for the last 30 consecutive business days |
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| June 21, 2023 |
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 June 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Repu |
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| June 12, 2023 |
6-K 1 tm2318331d16k.htm FORM 6-K 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 June 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, |
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| June 12, 2023 |
Missfresh Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing Exhibit 99.1 Missfresh Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing BEIJING, June 12, 2023—Missfresh Limited (NASDAQ: MF) (“Missfresh” or the “Company”) today announced that on June 6, 2023, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that the Staff had determined to delist the Company’s America |
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| May 22, 2023 |
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 May 2023 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Repub |
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| May 22, 2023 |
Missfresh Announces Receipt of Nasdaq Notification Regarding Late Filing of Form 20-F Exhibit 99.1 Missfresh Announces Receipt of Nasdaq Notification Regarding Late Filing of Form 20-F BEIJING, May 22, 2023—Missfresh Limited (NASDAQ: MF) (“Missfresh” or the “Company”), today announced that it received a notification letter dated May 18, 2023 (the “Notification Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), indicating tha |
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| April 28, 2023 |
SEC FILE NUMBER: 001-40529 CUSIP NUMBER: 60500F105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2023 |
MF / Missfresh Limited / TIGER GLOBAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2023 |
MF / Missfresh Limited / Genesis Capital I LP - SCHEDULE 13G AMENDMENT NO.1 Passive Investment SC 13G/A 1 d444029dsc13ga.htm SCHEDULE 13G AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934* Missfresh Limited (Name of Issuer) Class B Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 60500F 105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Fil |
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| February 13, 2023 |
EX-99.1 2 d444029dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments the |
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| December 29, 2022 |
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 December 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s |
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| December 9, 2022 |
6-K 1 tm2232340d16k.htm FORM 6-K 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 December 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang Distr |
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| December 9, 2022 |
Missfresh Receives Nasdaq Notice Regarding Stockholders’ Equity Exhibit 99.1 Missfresh Receives Nasdaq Notice Regarding Stockholders’ Equity BEIJING, China, December 9, 2022—Missfresh Limited (Nasdaq: MF) (“Missfresh” or the “Company”), an innovator in China’s neighborhood retail industry, today announced that by letter dated December 5, 2022, the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified Missfresh that |
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| November 14, 2022 |
Standby Equity Purchase Agreement between the Registrant and YA II PN, LTd. dated March 4, 2022 Exhibit 4.12 EXECUTION VERSION STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 4, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MISSFRESH LIMITED, a Cayman Islands exempt limited company (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the co |
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| November 14, 2022 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm EX-15.2 13 mf-20211231xex15d2.htm EXHIBIT 15.2 Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260310) of Missfresh Limited of our report dated March 24, 2021 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Bei |
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| November 14, 2022 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| November 14, 2022 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zheng Xu, Chief Executive Officer of the Company, certify, pursua |
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| November 14, 2022 |
Exhibit 4.2 Missfresh Limited 2021 Equity Incentive Plan ARTICLE 1 PURPOSE The purpose of this 2021 Equity Incentive Plan of Missfresh Limited is to promote the success and enhance the value of Missfresh Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Compa |
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| November 14, 2022 |
Exhibit 16.1 November 14, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Missfresh Limited pursuant to Item 16F of Form 20-F (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the annual report on Form 20-F for the year ended December 31, 2021 of Missfresh Limi |
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| November 14, 2022 |
Consent of Han Kun Law Offices EX-15.3 14 mf-20211231xex15d3.htm EXHIBIT 15.3 Exhibit 15.3 Date: November 14, 2022 To: Missfresh Limited (the “Company”) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China Dear Sir/Madam, We hereby consent to the references to our firm’s name and the summary of our opinion under the headings “Item 3. Key Information—D. Ris |
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| November 14, 2022 |
EX-15.1 12 mf-20211231xex15d1.htm EXHIBIT 15.1 Exhibit 15.1 Consent of Shandong Haoxin Certified Public Accountants Co., Ltd. We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-260310) of Missfresh Limited of our report dated November 14, 2022 relating to the financial statements, which appears in this Form 20-F. /s/ Shandong Haoxin Certified Pub |
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| November 14, 2022 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Missfresh Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| November 14, 2022 |
Exhibit 4.13 STRATEGIC INVESTMENT AGREEMENT AMONG SHANXI DONGHUI GROUP INVESTMENT CO., LTD. QINGDAO MISSFRESH E-COMMERCE CO., LTD. AND MISSFRESH LIMITED JULY 2022 Strategic Investment Agreement This Strategic Investment Agreement (this “Agreement”), dated July 14, 2022, is entered into in Beijing, the People’s Republic of China (the “PRC”) by and among Shanxi Donghui Group Investment Co., Ltd., a |
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| November 14, 2022 |
Exhibit 2.4 AMENDMENT NO. 1 dated as of October 7, 2022 (the "Amendment"), to the Deposit Agreement dated as of June 24, 2021 (the "Deposit Agreement"), among Missfresh Limited, incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American depositary receipts ("ADRs |
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| November 14, 2022 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Missfresh Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zheng Xu, Chief Executive Officer of the Company, certify, pursua |
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| November 14, 2022 |
Consent of Maples and Calder (Hong Kong) LLP EX-15.4 15 mf-20211231xex15d4.htm EXHIBIT 15.4 Exhibit 15.4 Our refELR/747971-000007/25248805v2 Direct tel+852 3690 7424 [email protected] Missfresh Limited 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People’s Republic of China 14 November 2022 Dear Sir and/or Madam Missfresh Limited We have acted as legal advisers as to the la |
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| November 14, 2022 |
Exhibit 2.7 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) Class B ordinary shares, par value US$0.0001 per share, of Missfresh Limited (“we,” “our,” “our company,” or “us”) are registered under Section 12(b) of the Exchange Act, and our American depositary shares (“ADSs”), each representing ninety Class B o |
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| November 1, 2022 |
6-K 1 tm2229379d16k.htm FORM 6-K 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 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang Distr |
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| November 1, 2022 |
Missfresh Regains Compliance with Nasdaq’s Minimum Bid Price Requirement Exhibit 99.1 Missfresh Regains Compliance with Nasdaq’s Minimum Bid Price Requirement BEIJING, Nov. 01, 2022 (GLOBE NEWSWIRE)―Missfresh Limited (Nasdaq: MF) (“Missfresh” or the “Company”), an innovator in China’s neighborhood retail industry, today announced that it has received a notification letter (the “Compliance Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market In |
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| October 7, 2022 |
6-K 1 tm2227816d16k.htm FORM 6-K 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 October 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang Distri |
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| October 7, 2022 |
Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (Missfresh Limited, 333-257296) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of eff |
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| October 7, 2022 |
Missfresh Announces Plan to Implement ADS Ratio Change Exhibit 99.1 Missfresh Announces Plan to Implement ADS Ratio Change BEIJING?October 7, 2022? Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator in China?s neighborhood retail industry, today announced that it plans to change the ratio of its American Depositary Shares (the ?ADSs?) to its Class B ordinary shares (the ?ADS Ratio?), par value US$0.0001 per share, from the cur |
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| October 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 7, 2022 F-6 POS 1 e621972f6pos-missfresh.htm As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-257296 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 Depositary Shares Evidenced by American Depositary Receipts Missfresh Limited (Exac |
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| October 7, 2022 |
J.P.Morgan J.P.Morgan AMENDMENT NO. 1 dated as of , 2022 (the "Amendment"), to the Deposit Agreement dated as of June 24, 2021 (the "Deposit Agreement"), among Missfresh Limited, incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American depositary receipts ("ADR |
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| September 30, 2022 |
6-K 1 tm2226988d16k.htm FORM 6-K 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 September 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang Dist |
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| September 30, 2022 |
Missfresh Selects Haoxin as its Independent Registered Public Accounting Firm Exhibit 99.1 Missfresh Selects Haoxin as its Independent Registered Public Accounting Firm BEIJING, September 30, 2022 ? Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator in China?s neighborhood retail industry, announced that, on September 29, 2022, the Company engaged Shandong Haoxin Certified Public Accountants Co., Ltd. (?Haoxin?) as the Company?s independent register |
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| September 9, 2022 |
Missfresh Announces Board and Management Changes Exhibit 99.1 Missfresh Announces Board and Management Changes BEIJING, September 9, 2022 - Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator in China?s neighborhood retail industry, today announced the following changes in the Company?s board composition and management team: ? Mr. Hansong Zhu resigned from his positions as an independent director of the Company, the chair |
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| September 9, 2022 |
6-K 1 tm2225530d16k.htm FORM 6-K 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 September 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang Dist |
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| July 29, 2022 |
6-K 1 tm2222135d16k.htm FORM 6-K 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 July 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, |
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| July 29, 2022 |
Missfresh Adopts Significant Business Strategy Adjustments EX-99.1 2 tm2222135d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Missfresh Adopts Significant Business Strategy Adjustments BEIJING, July 28, 2022 (GLOBE NEWSWIRE) - Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF), an innovator and leader in China’s neighborhood retail industry, today announced that it has adopted significant adjustments to its business strategy. As announced on July 14, 20 |
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| July 15, 2022 |
Missfresh Announces Strategic Partnership and RMB200 Million Equity Investment from Shanxi Donghui Exhibit 99.1 Missfresh Announces Strategic Partnership and RMB200 Million Equity Investment from Shanxi Donghui BEIJING, July 14, 2022 (GLOBE NEWSWIRE) - Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator and leader in China?s neighborhood retail industry, today announced it has formed a strategic partnership with Shanxi Donghui Group (?Shanxi Donghui?), a multinational co |
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| July 15, 2022 |
6-K 1 tm2221171d16k.htm FORM 6-K 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 July 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, |
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| July 5, 2022 |
Exhibit 99.1 Missfresh Announces the Substantial Completion of the Audit Committee-Led Independent Internal Review BEIJING, July 1, 2022 ? Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator and leader in China?s neighborhood retail industry, today announced the results of the previously disclosed independent review conducted by the independent audit committee of its board |
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| July 5, 2022 |
6-K 1 tm2220251d16k.htm FORM 6-K 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 July 2022 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, |
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| June 6, 2022 |
Missfresh Announces Receipt of Minimum Bid Price Notice from Nasdaq Exhibit 99.1 Missfresh Announces Receipt of Minimum Bid Price Notice from Nasdaq BEIJING, June 04, 2022 (GLOBE NEWSWIRE)?Missfresh Limited (NASDAQ: MF) (?Missfresh? or the ?Company?), an innovator and leader in China?s neighborhood retail industry, today announced that it has received a written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Na |
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| June 6, 2022 |
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 June 2022 Commission File Number 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s Repu |
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| May 24, 2022 |
Missfresh Announces Receipt of Nasdaq Notification Regarding Late Filing of Form 20-F EX-99.1 2 tm2216584d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Missfresh Announces Receipt of Nasdaq Notification Regarding Late Filing of Form 20-F BEIJING, May 24, 2022—Missfresh Limited (NASDAQ: MF) (“Missfresh” or the “Company”), an innovator and leader in China’s neighborhood retail industry, today announced that it received a notification letter dated May 19, 2022 (the “Notification Letter”) from |
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| May 24, 2022 |
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 May 2022 Commission File Number 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s Repub |
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| April 29, 2022 |
NT 20-F 1 tm2212515d2nt20f.htm NT 20-F SEC FILE NUMBER: 001-40529 CUSIP NUMBER: 60500F105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on form 10-K ¨ Transition Report on Form 20 |
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| March 7, 2022 |
Exhibit 99.1 Missfresh Enters Standby Equity Purchase Agreement for up to US$300 Million Provides Access to Additional Capital to Support Growth BEIJING, China, March 7, 2022 ? Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), a pioneering leader in China?s neighborhood retail industry, today announced it entered into a Standby Equity Purchase Agreement (the ?SEPA?) with YA II PN, LTD |
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| March 7, 2022 |
Resignation of Chief Technology Officer Exhibit 99.2 Resignation of Chief Technology Officer Missfresh Limited (the ?Company?) (NASDAQ: MF) has recently received Mr. Yang Li?s resignation from the position as the Chief Technology Officer of the Company. Mr. Yang Li?s resignation was due to personal reasons and effective from March 7, 2022. |
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| March 7, 2022 |
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 March 2022 Commission File Number 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s Rep |
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| February 14, 2022 |
MF / Missfresh Limited / TIGER GLOBAL MANAGEMENT LLC Passive Investment SC 13G 1 d922286513-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Missfresh Limited (Name of Issuer) Class B Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 60500F105** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 10, 2022 |
EX-99.(A) Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Cla |
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| February 10, 2022 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class B Or |
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| February 10, 2022 |
MF / Missfresh Limited / Genesis Capital I LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Missfresh Limited (Name of Issuer) Class B Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 60500F 105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 10, 2022 |
MF / Missfresh Limited / Tencent Holdings Ltd - SCHEDULE 13G Passive Investment SC 13G 1 d196422dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Missfresh Limited (Name of Issuer) Class B Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 60500F105** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Stat |
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| January 24, 2022 |
MF / Missfresh Limited / Zheng Xu - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 Under the Securities Exchange Act of 1934* (Amendment No. )* Missfresh Limited (Name of Issuer) Class B ordinary shares, par value US$0.0001 per share (Title of |
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| January 24, 2022 |
EX-99.1 2 d200735dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments the |
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| December 17, 2021 |
Missfresh Limited Adopted a 2021 Equity Incentive Plan EX-99.2 3 d333689dex992.htm EX-99.2 Exhibit 99.2 Missfresh Limited Adopted a 2021 Equity Incentive Plan Missfresh Limited (the “Company”) adopted a 2021 Equity Incentive Plan (the “2021 Plan”), as approved and authorized by the board of directors of the Company (the “Board”) and the compensation committee under the Board, effective on December 15, 2021. Under the 2021 Plan, the maximum aggregate n |
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| December 17, 2021 |
6-K 1 d333689d6k.htm FORM 6-K 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 December 2021 Commission File Number 001-40529 Missfresh Limited (Registrant’s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District |
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| December 17, 2021 |
EX-99.1 2 d333689dex991.htm EX-99.1 Exhibit 99.1 Recent Update The board of directors of Missfresh Limited (the “Company”) and the compensation committee of the Company have authorized and approved that during the period beginning on December 15, 2021 and ending on December 10, 2022, all participants of the 2017 Equity Incentive Plan of the Company, as amended and restated from time to time (the “ |
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| November 12, 2021 |
Missfresh Limited Reports Third Quarter 2021 Unaudited Financial Results Exhibit 99.1 Missfresh Limited Reports Third Quarter 2021 Unaudited Financial Results BEIJING, November 11, 2021 /GLOBE NEWSWIRE/ - Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator and leader in China?s neighborhood retail industry, today announced its unaudited financial results for the third quarter ended September 30, 2021. Third Quarter 2021 Operational and Financial |
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| November 12, 2021 |
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 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s |
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| November 12, 2021 |
Appointment of New Independent Director and Changes to Board Composition EX-99.2 3 d261276dex992.htm EX-99.2 Exhibit 99.2 Appointment of New Independent Director and Changes to Board Composition Missfresh Limited (the “Company”) has recently appointed Dr. Jia He as an independent director, a member of the audit committee, a member of the compensation committee and a member of the nominating and corporate governance committee of the board of directors of the Company, ef |
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| October 18, 2021 |
Exhibit 4.3 DEPOSIT AGREEMENT AMONG MISSFRESH LIMITED JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h |
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| October 18, 2021 |
As filed with the Securities and Exchange Commission on October 18, 2021 As filed with the Securities and Exchange Commission on October 18, 2021 Registration No. |
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| August 27, 2021 |
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 August 2021 Commission File Number 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s Re |
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| August 27, 2021 |
Missfresh Limited Reports Second Quarter 2021 Unaudited Financial Results Exhibit 99.1 Missfresh Limited Reports Second Quarter 2021 Unaudited Financial Results BEIJING, August 26, 2021 /GLOBE NEWSWIRE/ - Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator and leader in China?s neighborhood retail industry, today announced its unaudited financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Operational and Financial Hig |
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| August 16, 2021 |
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 August 2021 Commission File Number 001-40529 Missfresh Limited (Registrant?s name) 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street Chaoyang District, Beijing 100016 The People?s Re |
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| August 16, 2021 |
Missfresh Limited Announces Appointment of New Independent Director and Changes to Board Composition Exhibit 99.1 Confidential Missfresh Limited Announces Appointment of New Independent Director and Changes to Board Composition BEIJING, China, August 16, 2021 ? Missfresh Limited (?Missfresh? or the ?Company?) (NASDAQ: MF), an innovator and leader in China?s neighborhood retail industry, today announced the Company?s board of directors (the ?Board?) has approved the appointment of Mr. Shun Lam Ste |
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| June 28, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256903 21,000,000 American Depositary Shares Missfresh Limited Representing 63,000,000 Class B Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Missfresh Limited. We are offering 21,000,000 ADSs to be sold in the offering. Prior to this offering, there has been no public market for |
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| June 23, 2021 |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States Citigroup Global Markets Inc. 388 Greenwich Street, New York, NY 10013 United States China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong People?s Republic of China China Renaissance Securities (Hong Kong) Limit |
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| June 23, 2021 |
June 23, 2021 VIA EDGAR Mr. Dietrich King Ms. Cara Wirth Ms. Lyn Shenk Mr. James Giugliano Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Missfresh Limited (CIK No. 0001851682) (the ?Company?) Registration Statement on Form F-1 (File No. 333-256903), as amended Registration Statement on Form 8-A (File N |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Missfresh 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 |
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| June 22, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) ????????? 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTRAL, HONG KONG TEL: (8 |
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| June 22, 2021 |
Exhibit 10.10 SERIES F PREFERRED SHARES PURCHASE AGREEMENT This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on May 29, 2021 by and between (i) Kairos Manford Private Equity Fund I LP, a limited partnership formed and validly existing under the law of the British Virgin Islands (the ?New Investor?), (ii) Missfresh Limited, a company incorporated and valid |
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| June 22, 2021 |
JPMorgan Chase Bank, N.A., as Depositary EXHIBIT D JPMorgan Chase Bank, N.A., as Depositary 383 Madison Avenue, Floor 11 New York, NY 10179 Re: Registration Statement on Form F-6 ? American Depositary Shares evidenced by American Depositary Receipts for deposited Class B ordinary shares of Missfresh Limited Referring to the Registration Statement on Form F-6 (the ?Registration Statement?) relating to the above-entitled American Depositar |
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| June 22, 2021 |
Exhibit 4.2 MISSFRESH LIMITED Number Class B Ordinary Share(s) Incorporated under the laws of the Cayman Islands Share capital is US$500,000 divided into (i) 200,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 4,700,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and (iii) 100,000,000 Shares of a par value of US$0.0001 each of such class or classes (however |
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| June 22, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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| June 22, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Missfresh Limited [●] American Depositary Shares Representing [●] Class B Ordinary Shares (par value US$0.0001 per share) Underwriting Agreement [•], 2021 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States Citigroup Global Markets Inc. 388 Greenwich Street, New York, NY 10013 United States China International Capital Corporation Hong Kong Securities Li |
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| June 22, 2021 |
Exhibit 4.3 TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 3 (m) Shares |
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| June 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 22, 2021 F-6 1 d134550df6.htm FORM F-6 As filed with the U.S. Securities and Exchange Commission on June 22, 2021 Registration No. 333-256903 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts Missfresh Limited (Exact name of issuer of deposited securities as |
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| June 22, 2021 |
EXHIBIT A TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions 1 (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 2 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 2 (m) Shares |
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| June 8, 2021 |
Exhibit 4.5 SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this ?Agreement?) is entered into on February 9, 2021, by and among: 1. Missfresh Limited, an exempted company incorporated under the laws of Cayman Islands (the ?Company?), 2. each of the individuals and holding companies listed on Sched |
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| June 8, 2021 |
Exhibit 10.7 SERIES F PREFERRED SHARES PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on April 30, 2020 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the ?Company?), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the ?Mrfresh Cayman? |
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| June 8, 2021 |
Exhibit 10.9 SERIES F PREFERRED SHARES PURCHASE AGREEMENT This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on May 28, 2021 by and between (i) Suzhou Industrial Park Prosperity Fresh Enterprise Management Center (Limited Partnership) (????????????????(????)), a limited partnership duly incorporated and validly existing in the PRC (the ?New Investor?), (ii |
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| June 8, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Missfresh Limited (adopted by a special resolution passed on February 9, 2021, with effect from February 9, 2021) THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSO |
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| June 8, 2021 |
Exhibit 4.4 SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this ?Agreement?) is entered into on February 9, 2021, by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the ?Company?), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the ?Mrfresh Cayman?) |
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| June 8, 2021 |
Exhibit 10.10 SERIES F PREFERRED SHARES PURCHASE AGREEMENT This SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on May 29, 2021 by and between (i) Kairos Manford Private Equity Fund I LP, a limited partnership formed and validly existing under the law of the British Virgin Islands (the ?New Investor?), (ii) Missfresh Limited, a company incorporated and valid |
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| June 8, 2021 |
EX-10.12 18 d123092dex1012.htm EX-10.12 Exhibit 10.12 Convertible Promissory Note THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS CONVERTIBLE PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE AB |
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| June 8, 2021 |
EX-10.3 9 d123092dex103.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2021 by and between Missfresh Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (Passport/ID Card No. ) (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive and to assure i |
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| June 8, 2021 |
Exhibit 10.4 SERIES E PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES E PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on August 27, 2018 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the ?Company?), 2. Missfresh HK Limited, a company organized under the Laws of Hong Kong (the ?HK Company?), 3. Qingdao Miss |
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| June 8, 2021 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiaries Place of Incorporation Missfresh HK Limited Hong Kong Mrfresh Limited Cayman Islands Mrfresh HK Limited Hong Kong San Sheng Limited Cayman Islands San Sheng Asset Limited Cayman Islands San Sheng Holding Limited British Virgin Islands San Sheng HongKong Group Limited Hong Kong SH Sansheng Logistics HK Limited Hong Kong TJ Sansheng Lo |
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| June 8, 2021 |
Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MISSFRESH LIMITED (adopted by a Special Resolution passed on June 8, 2021 and effective immediately prior to the completion of the initial public offering of the Company?s American Depositary Shares representing its Class B Ordinary Shares, which is [?] |
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| June 8, 2021 |
Exhibit 10.8 SERIES F PREFERRED SHARES PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on December 9, 2020 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the ?Company?), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the ?Mrfresh Cayma |
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| June 8, 2021 |
Opinion of Han Kun Law Offices regarding certain PRC tax matters (included in Exhibit 99.2) Exhibit 99.2 9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Ave., Dongcheng District Beijing 100738, PRC Tel: +86 10 8525 5500 Fax: +86 10 8525 5511 / 8525 5522 Beijing ? Shanghai ? Shenzhen ? Hong Kong www.hankunlaw.com June 8, 2021 To: Missfresh Limited 3rd Floor, Block A, Vanke Times Center, No.9 Wangjing Street, Chaoyang District Beijing 100016 The People?s Republic of China +86 10 5266 |
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| June 8, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) ????????? 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTRAL, HONG KONG TEL: (8 |
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| June 8, 2021 |
EX-10.6 12 d123092dex106.htm EX-10.6 Exhibit 10.6 SERIES F PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on December 30, 2019 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws o |
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| June 8, 2021 |
Form of Indemnification Agreement between the Registrant and its directors and executive officers Exhibit 10.2 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of , 2021 by and between Missfresh Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the ?Company?), and (ID Card No. ) (the ?Indemnitee?). WHEREAS, the Indemnitee has agreed to serve as a director or officer of the Company and in such capacity will render |
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| June 8, 2021 |
Consent of iResearch Consulting Group Exhibit 99.3 June 8, 2021 Missfresh Limited 3rd Floor, Block A, Vanke Times Center No. 9 Wangjing Street, Chaoyang District Beijing 100016 The People?s Republic of China Re: Missfresh Limited Ladies and Gentlemen, We understand that Missfresh Limited (the ?Company?) plans to file a registration statement on Form F-1 (the ?Registration Statement?) with the United States Securities and Exchange Comm |
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| June 8, 2021 |
EX-10.5 11 d123092dex105.htm EX-10.5 Exhibit 10.5 SHARE PURCHASE AND EXCHANGE AGREEMENT THIS SHARE PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on May 30, 2019 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws of the Cayman Isla |
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| June 8, 2021 |
EX-10.11 17 d123092dex1011.htm EX-10.11 Exhibit 10.11 THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 14, 2020 by and among: (1) Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”); and (2) ICBC International Investment Management Limited, a company incorporated in the British Virgin Islands with limited liability |
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| June 8, 2021 |
Amended and Restated 2017 Equity Incentive Plan EX-10.1 7 d123092dex101.htm EX-10.1 Exhibit 10.1 Missfresh Limited Amended and Restated 2017 Equity Incentive Plan ARTICLE 1 PURPOSE The purpose of the Plan is to promote the success and enhance the value of Missfresh Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to thos |
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| June 8, 2021 |
Code of Business Conduct and Ethics of the Registrant Exhibit 99.1 MISSFRESH LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the ?Code?) contains general guidelines for conducting the business of Missfresh Limited, a Cayman Islands company, and its subsidiaries and affiliates (collectively, the ?Company?) consistent with the highest standards of business ethics, and is intended to qualify as a ?code of |
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| June 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on June 8, 2021 Registration No. |
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| May 21, 2021 |
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE Exhibit 4.5 SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this ?Agreement?) is entered into on February 9, 2021, by and among: 1. Missfresh Limited, an exempted company incorporated under the laws of Cayman Islands (the ?Company?), 2. each of the individuals and holding companies listed on Sched |
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| May 21, 2021 |
SERIES F PREFERRED SHARES PURCHASE AGREEMENT EX-10.8 10 filename10.htm Exhibit 10.8 SERIES F PREFERRED SHARES PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARES PURCHASE AGREEMENT (this “Agreement”) is made and entered into on December 9, 2020 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman I |
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| May 21, 2021 |
SERIES F PREFERRED SHARE PURCHASE AGREEMENT Exhibit 10.6 SERIES F PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on December 30, 2019 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the ?Company?), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the ?Mrfresh Cayman |
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| May 21, 2021 |
SERIES E PREFERRED SHARE PURCHASE AGREEMENT Exhibit 10.4 SERIES E PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES E PREFERRED SHARE PURCHASE AGREEMENT (this ?Agreement?) is made and entered into on August 27, 2018 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the ?Company?), 2. Missfresh HK Limited, a company organized under the Laws of Hong Kong (the ?HK Company?), 3. Qingdao Miss |
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| May 21, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Missfresh Limited (adopted by a special resolution passed on February 9, 2021, with effect from February 9, 2021) THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND REST |
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| May 21, 2021 |
SHARE PURCHASE AND EXCHANGE AGREEMENT EX-10.5 7 filename7.htm Exhibit 10.5 SHARE PURCHASE AND EXCHANGE AGREEMENT THIS SHARE PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on May 30, 2019 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Mrf |
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| May 21, 2021 |
SERIES F PREFERRED SHARES PURCHASE AGREEMENT EX-10.7 9 filename9.htm Exhibit 10.7 SERIES F PREFERRED SHARES PURCHASE AGREEMENT THIS SERIES F PREFERRED SHARES PURCHASE AGREEMENT (this “Agreement”) is made and entered into on April 30, 2020 by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islan |
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| May 21, 2021 |
SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT EX-4.4 3 filename3.htm Exhibit 4.4 SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT THIS SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on February 9, 2021, by and among: 1. Missfresh Limited, an exempted company incorporated under the Laws of Cayman Islands (the “Company”), 2. Mrfresh Limited, an exempted company incorporated under the Laws of Cayman Islands |
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| May 21, 2021 |
As confidentially submitted to the Securities and Exchange Commission on May 21, 2021 Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 21, 2021 Registration No. |
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| May 21, 2021 |
EX-10.9 11 filename11.htm Exhibit 10.9 THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 14, 2020 by and among: (1) Missfresh Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Company”); and (2) ICBC International Investment Management Limited, a company incorporated in the British Virgin Islands with limited liability (the “Purchaser |
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| May 21, 2021 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ?* HAIPING LI * RORY MCALPINE ? JONATHAN B. STONE * PALOMA P. WANG ? (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) ????????? 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN?S ROAD CENTRAL, HONG KONG TEL: (8 |
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| April 29, 2021 |
As confidentially submitted to the Securities and Exchange Commission on April 28, 2021 Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 28, 2021 Registration No. |
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| April 28, 2021 |
DRSLTR 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMAR |
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| March 24, 2021 |
DRSLTR 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS GEOFFREY CHAN * SHU DU * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ JONATHAN B. STONE * PALOMA P. WANG ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYER Z. JULIE GAO (CALIFORNIA) 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMAR |
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| March 24, 2021 |
As confidentially submitted to the Securities and Exchange Commission on March 24, 2021 Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 24, 2021 Registration No. |
