20-F/A 1 dxf_20fa.htm FORM 20-F/A dxf_20fa.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2018

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

For the transition period from __________ to __________

 

Commission file number: 001-34958

 

DUNXIN FINANCIAL HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

 

Not Applicable

 

Cayman Islands

(Translation of Registrant’s name into English)

 

(Jurisdiction of Incorporation or Organization)

 

23rd Floor, LianFa International Building

No 128 Xu Dong Street, Wuchang District

Wuhan City, Hubei Province 430063

People’s Republic of China

(Address of Principal Executive Offices)

 

Mr. Qizhi Wei

Chief Executive Officer

Tel: +86-27-88517899

E-mail: ir@dunxin.us

23rd Floor, LianFa International Building

No 128 Xu Dong Road, Wuchang District

Wuhan City, Hubei Province 430063

People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Exchange on which registered

Ordinary shares, par value $0.00005 per share

American depositary shares, each representing 48 ordinary shares

 

New York Stock Exchange*

New York Stock Exchange

 

* Not for trading but only in connection with the listing on New York Stock Exchange of the American depositary shares.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2018: 1,000,862,148 Ordinary Shares, par value $0.00005 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

 
 
 
 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Emerging growth company

¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ¨

 

International Financial Reporting Standards as issued

by the International Accounting Standards Board x

 

Other ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

 

 
 
 
 

 

Explanatory Note

 

This Amendment No. 1 to the Annual Report on Form 20-F of Dunxin Financial Holdings Limited for the year ended December 31, 2018, originally filed with the Securities and Exchange Commission on May 15, 2019 (the “Original Filing”), is being filed solely to include interactive data filings exhibits, which were omitted from the Original Filing pursuant to the temporary hardship exemption provided by Rule 201 of Regulation S-T.

 

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way.

 

Those sections of the Original Filing that are unaffected by the Amendment are not included herein.

 

 
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ITEM 19. EXHIBITS

 

The following exhibits are furnished along with this annual report or are incorporated by reference as indicated.

 

Number

 

Description of Document

 

1.1

 

Form of Second Amended and Restated Memorandum and Articles of Association of Dunxin Financial Holdings Limited is incorporated herein by reference to Exhibit 11.1 to our Form 20-F filed on April 30, 2018.

 

2.1

 

Specimen Certificate for Ordinary Shares is incorporated herein by reference to Exhibit 4.2 to our FormF-1/A Registration Statement (File No. 333-170368) filed on November 10, 2010.

 

2.2

 

Form of Deposit Agreement, including form of American Depositary Receipts is incorporated herein by reference to Exhibit (a) to our Form F-6 Registration Statement (File No. 333-170368) filed on November 22, 2010.

 

 

 

2.3

 

Form of Amendment to Deposit Agreement including form of American Depositary Receipts is incorporated herein by reference to Exhibit (a)(2) to our Form F-6/A Registration Statement (File No. 333-170489) filed on November 25, 2014.

 

 

 

2.4

 

Form of Second Amendment to Deposit Agreement including form of American Depositary Receipts is incorporated herein by reference to Exhibit (a)(3) to our Form F-6/A Registration Statement (File No. 333-170489) filed on December 15, 2017.

 

4.1

 

Form of 2010 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.3 to our Form F-1/A Registration Statement (File No. 333-170368) filed on November 10, 2010.

 

4.2

 

Share Transfer Agreement, dated December 10, 2017, between China Xiniya Fashion Limited and Qiming Investment Limited is incorporated herein by reference to Exhibit 99.4 to our Form 6-K furnished on December 11, 2017.

 

 

 

4.3

 

Securities Purchase Agreement, dated December 10, 2017, by and among China Xiniya Fashion Limited, True Silver Limited, and Honest Plus Investments Limited is incorporated herein by reference to Exhibit 99.5 to our Form 6-K furnished on December 11, 2017.

 

 

 

4.4

 

Exclusive Cosigned Management Service Agreement, dated August 10, 2017, by Hubei Chutian Microfinance Co., Ltd. and Wuhan Chutian Investment Holding Co., Ltd is incorporated herein by reference to Exhibit 99.6 to our Form 6-K furnished on December 11, 2017.

 

 

 

4.5

 

Exclusive Purchase Option Agreement, dated August 10, 2017, by Wuhan Chutian Investment Holding Co., Ltd. Hubei Chutian Microfinance Co., Ltd. and the shareholders holding 80% equity interests of Hubei Chutian Microfinance Co., Ltd (Hubei New Nature Investment Co., Ltd, Qizhi Wei, Sizhi Yang, Yuyou Hu, Wanxin Deng, Jing Liang, Hailin Wang, Wenting Xiao, Ling Li)is incorporated herein by reference to Exhibit 99.7 to our Form 6-K furnished on December 11, 2017.

 

 

 

4.6

 

Shareholders’ Voting Proxy Agreement, dated August 10, 2017, by Wuhan Chutian Investment Holding Co., Ltd. Hubei Chutian Microfinance Co., Ltd. and the shareholders holding 80% equity interests of Hubei Chutian Microfinance Co., Ltd (namely Hubei New Nature Investment Co., Ltd, Qizhi Wei, Sizhi Yang, Yuyou Hu, Wanxin Deng, Jing Liang, Hailin Wang, Wenting Xiao, Ling Li)is incorporated herein by reference to Exhibit 99.8 to our Form 6-K furnished on December 11, 2017.

 

 

 

4.7

 

Share Pledge Agreement, dated August 10, 2017, by Wuhan Chutian Investment Holding Co., Ltd. Hubei Chutian Microfinance Co., Ltd. and the shareholders holding 80% equity interests of Hubei Chutian Microfinance Co., Ltd (namely Hubei New Nature Investment Co., Ltd, Qizhi Wei, Sizhi Yang, Yuyou Hu, Wanxin Deng, Jing Liang, Hailin Wang, Wenting Xiao, Ling Li) is incorporated herein by reference to Exhibit 99.9 to our Form 6-K furnished on December 11, 2017.

 

 
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4.8

 

Financial Support Commitment, dated May 8, 2019, from Dunxin Holdings Co., Ltd.*

 

 

 

4.9

 

Financial Support Commitment, dated May 8, 2019, from Hubei New Nature Investment (Group) Co., Ltd.*

 

 

 

8.1

 

Principal subsidiaries and VIE of Dunxin Financial Holdings Limited.*

 

11.1

 

Code of Business Conduct and Ethics of China Xiniya Fashion Limited is incorporated herein by reference to Exhibit 99.1 to our Form F-1 Registration Statement (File No. 333-170368) filed on November 22, 2010.

 

12.1

 

Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.**

 

12.2

 

Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.**

 

13.1

 

Certification of Chief Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

13.2

 

Certification of Chief Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

_____________

*

Previously filed or furnished with the Original Filing.

**

Filed herewith.

 

 
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SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  DUNXIN FINANCIAL HOLDINGS LIMITED
       
Date: May 20, 2019 By:

/s/ Ricky Qizhi Wei

 

Name:

Ricky Qizhi Wei  
 

Title:

Chairman and Chief Executive Officer  

 

 

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