JPMorgan Chase Bank NA - ADR Depositary

07/01/2026 | Press release | Distributed by Public on 07/01/2026 10:13

Registration for Depository Shares (Form F-6)

As filed with the U.S. Securities and Exchange Commission on July 1, 2026

Registration No. 333-

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

___________________

United Overseas Bank Limited

(Exact name of issuer of deposited securities as specified in its charter)

n/a

(Translation of issuer's name into English)

Republic of Singapore

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

270 Park Avenue, Floor 8, New York, New York 10017

Telephone (800) 990-1135

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

____________________

United Overseas Bank Limited, New York Agency

592 5th Avenue, 10th Floor

New York, New York 10036

(212) 382-0088

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

Copy to:

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600

It is proposed that this filing become effective under Rule 466

immediately upon filing
on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

Amount

to be registered

Proposed maximum aggregate price per unit (1)

Proposed maximum

aggregate offering price (2)

Amount of

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of United Overseas Bank Limited

100,000,000

American Depositary Shares

$0.05 $5,000,000 $690.50
(1) Each unit represents one American Depositary Share.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(1) Name and address of Depositary Introductory paragraph and bottom of face of American Depositary Receipt
(2) Title of American Depositary Receipts and identity of deposited securities Face of American Depositary Receipt, top center
Terms of Deposit:
(i) Amount of deposited securities represented by one unit of American Depositary Shares Face of American Depositary Receipt, upper right corner
(ii) Procedure for voting the deposited securities Paragraph (12)
(iii) Procedure for collecting and distributing dividends Paragraphs (4), (5), (7) and (10)
(iv) Procedures for transmitting notices, reports and proxy soliciting material Paragraphs (3), (8) and (12)
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization Paragraphs (4), (5), (10) and (13)
(vii) Amendment, extension or termination of the Deposit Agreement Paragraphs (16) and (17)
(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs Paragraph (3)
(ix) Restrictions upon the right to transfer or withdraw the underlying securities Paragraphs (1), (2), (4), and (5)
(x) Limitation upon the liability of the Depositary Paragraph (14)
(3) Fees and charges that a holder of ADRs may have to pay, either directly or indirectly Paragraph (7)

Item 2. AVAILABLE INFORMATION

Item Number and Caption

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(a) Statement that United Overseas Bank Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.uobgroup.com) or through an electronic information delivery system generally available to the public in its primary trading market. Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of , 2026 among United Overseas Bank Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt. Filed herewith as Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e) Certification under Rule 466. Not Applicable.
(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 1, 2026.

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

By: JPMORGAN CHASE BANK, N.A., as Depositary
By: /s/ Gregory A. Levendis
Name: Gregory A. Levendis
Title: Executive Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, United Overseas Bank Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on July 1, 2026.

United Overseas Bank Limited

By: /s/ Mr Wee Ee Cheong
Name: Mr Wee Ee Cheong
Title:

Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr Wee Ee Cheong and Mr Leong Yung Chee, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Registration Statement on Form F-6 has been signed by the following persons on July 1, 2026, in the capacities indicated.

SIGNATURES

Signature

Title

/s/ Mr Wee Ee Cheong

Mr Wee Ee Cheong

Deputy Chairman and Chief Executive Officer
(principal executive officer)

/s/ Mr Wong Kan Seng

Mr Wong Kan Seng

Chairman of the Board of Directors and Independent Director

/s/ Mr Leong Yung Chee

Mr Leong Yung Chee

Group Chief Financial Officer (principal financial and accounting officer)

Non-Executive and Non-Independent Director

Mr Michael Lien Jown Leam

Non-Executive and Non-Independent Director

Mr Wee Ee Lim

/s/ Mr Steven Phan Swee Kim

Mr Steven Phan Swee Kim

Independent Director

/s/ Dr Chia Tai Tee

Dr Chia Tai Tee

Independent Director

Independent Director

Mrs Tracey Woon Kim Hong

Independent Director

Mr Dinh Ba Thanh

/s/ Ms Teo Lay Lim

Ms Teo Lay Lim

Independent Director

/s/ Mr Ong Chong Tee

Mr Ong Chong Tee

Independent Director

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of United Overseas Bank Limited, has signed this Registration Statement on Form F-6 in New York, New York, on July 1, 2026.

Authorized U.S. Representative

By: /s/ Bert De Guzman
Name: Bert De Guzman
Title:

Country Manager and Agent

INDEX TO EXHIBITS

Exhibit Number
(a) Form of Second Amended and Restated Deposit Agreement
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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