UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission file number: 001-38726
CNFinance Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
44/F, Tower G, No. 16 Zhujiang Dong Road
Tianhe District, Guangzhou City, Guangdong Province 510620
People’s Republic of China
+86-201-62316688
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Management Discussion and Analysis of Financial Condition and Results of Operations | |
99.2 | Unaudited Interim Condensed Consolidated Financial Statements | |
101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CNFINANCE HOLDINGS LIMITED | |||
Date: December 2, 2022 | By: | /s/ Bin Zhai | |
Name: | Bin Zhai | ||
Title: | Chief Executive Officer and Chairman |
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Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Summary Consolidated Financial Data
The following tables summarize our unaudited consolidated statements of comprehensive income data for the nine months ended September 30, 2021 and 2022, and unaudited consolidated balance sheet data as of December 31, 2021 and September 30, 2022, which have been prepared and presented in accordance with U.S. GAAP. This information should be read together with our consolidated financial statements and related notes in Exhibit 99.2 to this report on Form 6-K. The operating results in any period are not necessarily indicative of results that may be expected for any future period. Unless otherwise stated, all translations of Renminbi into U.S. dollars in this document were made at the rate at RMB7.1135 to US$1.00, the exchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of September 30, 2022.
Summary statements of comprehensive income data
For the Nine Months Ended September 30, | ||||||||||||
2021 | 2022 | |||||||||||
RMB | RMB | US$ | ||||||||||
Interest and fees income | ||||||||||||
Interest and financing service fees on loans | 1,325,657,014 | 1,180,106,666 | 165,896,769 | |||||||||
Interest on deposits with banks | 7,906,514 | 8,755,924 | 1,230,888 | |||||||||
Total interest and fees income | 1,333,563,528 | 1,188,862,590 | 167,127,657 | |||||||||
Interest and fees expenses | ||||||||||||
Interest expenses on interest-bearing borrowings | (570,366,896 | ) | (583,589,934 | ) | (82,039,774 | ) | ||||||
Total interest and fees expenses | (570,366,896 | ) | (583,589,934 | ) | (82,039,774 | ) | ||||||
Net interest and fees income | 763,196,632 | 605,272,656 | 85,087,883 | |||||||||
Interest income charged to sales partners | 22,259,910 | 89,501,328 | 12,581,898 | |||||||||
Collaboration cost for sales partners | (306,281,841 | ) | (241,162,974 | ) | (33,902,155 | ) | ||||||
Net interest and fees income after collaboration cost | 479,174,701 | 453,611,010 | 63,767,626 | |||||||||
Provision for credit losses (net of increase in guaranteed recoverable assets of RMB285,613,359 and RMB544,712,308 for period ended September 2021 and 2022, respectively) | (30,054,231 | ) | (154,240,697 | ) | (21,682,814 | ) | ||||||
Net interest and fees income after collaboration cost and provision for credit losses | 449,120,470 | 299,370,313 | 42,084,812 | |||||||||
Realized gains on sales of investments, net | 10,053,417 | 16,933,615 | 2,380,490 | |||||||||
Net gains on sales of loans | 17,878,084 | 51,040,366 | 7,175,141 | |||||||||
Other gains, net | 11,624,150 | 29,606,528 | 4,162,020 | |||||||||
Total non-interest income | 39,555,651 | 97,580,509 | 13,717,651 | |||||||||
Operating expenses | ||||||||||||
Employee compensation and benefits | (148,752,761 | ) | (141,421,960 | ) | (19,880,784 | ) | ||||||
Share-based compensation expenses | (14,074,776 | ) | (4,330,701 | ) | (608,800 | ) | ||||||
Taxes and surcharges | (25,658,316 | ) | (24,822,600 | ) | (3,489,506 | ) | ||||||
Operating lease cost | (11,537,679 | ) | (10,764,863 | ) | (1,513,300 | ) | ||||||
Other expenses | (74,584,462 | ) | (73,029,230 | ) | (10,266,287 | ) | ||||||
Total operating expenses | (274,607,994 | ) | (254,369,354 | ) | (35,758,677 | ) | ||||||
Income before income tax expense | 214,068,127 | 142,581,468 | 20,043,786 | |||||||||
Income tax expense | (44,212,239 | ) | (35,367,175 | ) | (4,971,839 | ) | ||||||
Net income | 169,855,888 | 107,214,293 | 15,071,947 | |||||||||
Earnings per share | ||||||||||||
Basic | 0.12 | 0.08 | 0.011 | |||||||||
Diluted | 0.11 | 0.07 | 0.010 | |||||||||
Other comprehensive (losses)/income | ||||||||||||
Foreign currency translation adjustment | (1,618,941 | ) | 18,747,600 | 2,635,496 | ||||||||
Comprehensive income | 168,236,947 | 125,961,893 | 17,707,443 |
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Summary consolidated balance sheet data
As of December 31, 2021 | As of September 30, 2022 | |||||||||||
RMB | RMB | US$ | ||||||||||
Cash, cash equivalents and restricted cash | 2,231,437,361 | 1,373,242,766 | 193,047,412 | |||||||||
Loans principal, interest and financing service fee receivables (net of allowance for credit losses) | 8,436,866,515 | 8,527,545,722 | 1,198,783,401 | |||||||||
Loans held-for-sale | 733,975,352 | 1,016,173,196 | 142,851,367 | |||||||||
Other assets(1) | 2,983,892,119 | 3,034,197,839 | 426,540,780 | |||||||||
Total assets | 14,386,171,347 | 13,951,159,523 | 1,961,222,960 | |||||||||
Interest-bearing borrowings(2) | 8,087,142,080 | 7,600,291,065 | 1,068,432,005 | |||||||||
Other liabilities(3) | 2,480,741,527 | 2,470,378,034 | 347,280,247 | |||||||||
Total liabilities | 10,567,883,607 | 10,070,669,099 | 1,415,712,252 | |||||||||
Total shareholders’ equity | 3,818,287,740 | 3,880,490,424 | 545,510,709 |
Notes:
(1) | Represents the sum of (i) investment securities, (ii) property and equipment, (iii) intangible assets and goodwill, (iv) deferred tax assets, (v) deposits, (vi) guaranteed assets, (vii) right-of-use assets, and (viii) other assets, as presented in our consolidated balance sheet in Exhibit 99.2 to this report on Form 6-K. |
(2) | Represents the sum of (i) borrowings under agreements to repurchase, and (ii) other borrowings, as presented in our consolidated balance sheet in Exhibit 99.2 to this report on Form 6-K. |
(3) | Represents the sum of (i) accrued employee benefits, (ii) income taxes payable, (iii) deferred tax liabilities, (iv) lease liabilities, (v) credit risk mitigation position, and (vi) other liabilities, as presented in our consolidated balance sheet in Exhibit 99.2 to this report on Form 6-K. |
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Non-GAAP Financial Measure
We use adjusted net income, a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes. We believe that adjusted net income helps identify underlying trends in our business by excluding the impact of share-based compensation expenses, which are non-cash charges. We believe that adjusted net income provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.
Adjusted net income is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure should not be considered in isolation from, or as a substitute for its most directly comparable financial measure prepared in accordance with U.S. GAAP. A reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP measure has been provided in the table included below. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP financial measure. As adjusted net income has material limitations as an analytical metric and may not be calculated in the same manner by all companies, it may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider adjusted net income as a substitute for, or superior to, net income prepared in accordance with U.S. GAAP. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
The following table reconciles our adjusted net income for the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income.
For the Nine Months Ended September 30, | ||||||||||||
2021 | 2022 | |||||||||||
RMB | RMB | US$ | ||||||||||
Net income | 169,855,888 | 107,214,293 | 15,071,947 | |||||||||
Add: share-based compensation expenses | 14,074,776 | 4,330,701 | 608,800 | |||||||||
Adjusted net income | 183,930,664 | 111,544,994 | 15,680,747 |
Results of Operations
Total operating income
Our total operating income represents the sum of (i) net interest and fees income after collaboration cost and (ii) total non-interest income. Net interest and fees income after collaboration cost represents (i) total interest and fees income and (ii) interest income charged to sales partners, netting of total interest and fees expenses and collaboration cost for sales partners. For the nine months ended September 30, 2021 and 2022, we generated net interest and fees income after collaboration cost of RMB479.2 million and RMB453.6 million (US$63.8 million), respectively. Total non-interest income comprises net gains on sales of loans, net realized gains on sales of investments and net other gains. For the nine months ended September 30, 2021 and 2022, we generated total non-interest income of RMB39.6 million and RMB97.6 million (US$13.7 million), respectively.
Under the contractual arrangements with our trust company partners, we subscribe to subordinated units of the trust plans and also provide services to trust plans. As a result, we are entitled to (i) the investment return payable to us as subordinated holder and (ii) a performance-based service fee of up to 5% per annum of the size of trust plans payable to us for our services provided to trust plans. As subordinated unit holder, we are exposed to variability of returns from activities of trust plans and are therefore required to consolidate the financial results of trust plans. Therefore, the service fee charged to trust plans is considered inter-company transaction and is eliminated together with service expenses of trust plans for accounting purposes. As a result, the total payments to us under our trust lending model, together with the interest spread under our small loan direct lending model and certain non-interest income, is reflected on our consolidated financial statements as total operating income.
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The following table sets forth a breakdown of our total operating income for the periods indicated.
For the Nine Months Ended September 30, | ||||||||||||
2021 | 2022 | |||||||||||
RMB | RMB | US$ | ||||||||||
Interest and fees income | ||||||||||||
Interest and financing service fees on loans | 1,325,657,014 | 1,180,106,666 | 165,896,769 | |||||||||
Interest on deposits with banks | 7,906,514 | 8,755,924 | 1,230,888 | |||||||||
Total interest and fees income | 1,333,563,528 | 1,188,862,590 | 167,127,657 | |||||||||
Interest and fees expenses | ||||||||||||
Interest expenses on interest-bearing borrowings | (570,366,896 | ) | (583,589,934 | ) | (82,039,774 | ) | ||||||
Total interest and fees expenses | (570,366,896 | ) | (583,589,934 | ) | (82,039,774 | ) | ||||||
Net interest and fees income | 763,196,632 | 605,272,656 | 85,087,883 | |||||||||
Interest income charged to sales partners | 22,259,910 | 89,501,328 | 12,581,898 | |||||||||
Collaboration cost for sales partners | (306,281,841 | ) | (241,162,974 | ) | (33,902,155 | ) | ||||||
Net interest and fees income after collaboration cost | 479,174,701 | 453,611,010 | 63,767,626 | |||||||||
Non-interest income | ||||||||||||
Realized gains on sales of investments, net | 10,053,417 | 16,933,615 | 2,380,490 | |||||||||
Net gains on sales of loans | 17,878,084 | 51,040,366 | 7,175,141 | |||||||||
Other gains, net | 11,624,150 | 29,606,528 | 4,162,020 | |||||||||
Total non-interest income | 39,555,651 | 97,580,509 | 13,717,651 | |||||||||
Total operating income | 518,730,352 | 551,191,519 | 77,485,277 |
Interest and fees income
Interest and financing service fees on loans
Our interest and financing service fees on loans represent interest payment from borrowers under our trust lending model and direct lending model, and historical financing service fee charged on borrowers for the loan services we provide. Financing service fee is deferred and amortized over the average life of the related loans using the effective interest method. Due to regulatory changes, we ceased charging such financing service fee starting from August 2017.
Interest on deposits with banks
Our interest on deposits with banks represents interest generated from our cash deposits with banks.
Interest and fees expenses
Interest expenses on interest-bearing borrowings
Interest expenses on interest-bearing borrowings consist primarily of financing costs payable to (i) senior unit holders, and (ii) third parties to whom we transferred certain rights to earnings in loans principal, interest and financing service fee receivables with a repurchase arrangement.
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Interest income charged to sales partners
Interest income charged to sales partners represents fee charged to sales partners who choose to repurchase default loans in installments.
Collaboration cost for sales partners
Collaboration cost for sales partners represents sales incentives paid to sales partners.
Provision for credit losses
Provision for credit losses represents the impairment losses of the home equity loans, corporate loans and debt securities.
Non-interest income
Realized gains on sales of investments, net
Realized gains on sales of investments represent realized gains and losses from the disposal of investment securities, presented on a net basis.
Net gains on sales of loans
Net gains on sales of loans represent realized gains from the disposal of loans, presented on a net basis.
Other gains, net
Net other gains mainly consist of gains on confiscated credit risk mitigation positions (“CRMP”) and expected credit losses of guarantee in relation to certain financial guarantee arrangements we entered into with a third-party guarantor under the commercial bank partnership.
Operating expenses
Our operating expenses consist of employee compensation and benefits, share-based compensation expenses, taxes and surcharges, operating lease cost and other expenses. The following table sets forth our operating expenses, in absolute amounts and as percentages of total operating income, for the periods indicated.
For the Nine Months Ended September 30, | ||||||||||||||||||||
2021 | 2022 | |||||||||||||||||||
RMB | % | RMB | US$ | % | ||||||||||||||||
Operating expenses | ||||||||||||||||||||
Employee compensation and benefits | (148,752,761 | ) | 28.7 | (141,421,960 | ) | (19,880,784 | ) | 25.7 | ||||||||||||
Share-based compensation expenses | (14,074,776 | ) | 2.7 | (4,330,701 | ) | (608,800 | ) | 0.8 | ||||||||||||
Taxes and surcharges | (25,658,316 | ) | 4.9 | (24,822,600 | ) | (3,489,506 | ) | 4.5 | ||||||||||||
Operating lease cost | (11,537,679 | ) | 2.2 | (10,764,863 | ) | (1,513,300 | ) | 2.0 | ||||||||||||
Other expenses | (74,584,462 | ) | 14.4 | (73,029,230 | ) | (10,266,287 | ) | 13.2 | ||||||||||||
Total operating expenses | (274,607,994 | ) | 52.9 | (254,369,354 | ) | (35,758,677 | ) | 46.2 |
Other expenses primarily consist of (i) advertising and promotion expenses; (ii) litigation and attorney fees; (iii) consulting fees; (iv) entertainment and traveling expenses; (v) office and commute expenses, which mainly include expenses relating to office renovation, office facility expansion and daily commute; (vi) directors and officers liability insurance; (vii) depreciation and amortization; (viii) communication expenses; and (ix) research and development expenses. The following table sets forth breakdown of other expenses in absolute amounts and as percentages of total operating income, for the periods indicated.
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For the Nine Months Ended September 30, | ||||||||||||||||||||
2021 | 2022 | |||||||||||||||||||
RMB | % | RMB | US$ | % | ||||||||||||||||
Other expenses | ||||||||||||||||||||
Advertising and promotion expenses | 22,645,530 | 4.4 | 29,003,981 | 4,077,314 | 5.3 | |||||||||||||||
Litigation and attorney fees | 14,292,490 | 2.8 | 12,776,243 | 1,796,056 | 2.3 | |||||||||||||||
Consulting fees | 7,082,325 | 1.4 | 7,953,685 | 1,118,111 | 1.4 | |||||||||||||||
Entertainment and traveling expenses | 7,136,849 | 1.4 | 6,837,373 | 961,183 | 1.2 | |||||||||||||||
Office and commute expenses | 6,767,838 | 1.3 | 5,531,007 | 777,537 | 1.0 | |||||||||||||||
Directors and officers liability insurance | 2,664,241 | 0.5 | 2,382,305 | 334,899 | 0.4 | |||||||||||||||
Depreciation and amortization | 3,095,009 | 0.6 | 1,800,560 | 253,119 | 0.3 | |||||||||||||||
Communication expenses | 3,249,141 | 0.6 | 1,721,714 | 242,035 | 0.3 | |||||||||||||||
Research and development expenses | 1,233,165 | 0.2 | 415,703 | 58,439 | 0.1 | |||||||||||||||
Others | 6,417,874 | 1.2 | 4,606,659 | 647,594 | 0.8 | |||||||||||||||
Total other expenses | 74,584,462 | 14.4 | 73,029,230 | 10,266,287 | 13.1 |
Taxation
We are subject to various rates of income tax under different jurisdictions. The following summarizes major factors affecting our applicable tax rates in the Cayman Islands, British Virgin Islands, Hong Kong and the PRC.
Cayman Islands
We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
British Virgin Islands
Under the current laws of the British Virgin Islands, our company is not subject to tax on income or capital gains. In addition, upon payments of dividends by our British Virgin Islands subsidiaries to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Our wholly owned subsidiary, China Financial Services Group Limited, is subject to Hong Kong profits tax on their activities conducted in Hong Kong at a uniform tax rate of 16.5%. Payments of dividends by our subsidiaries to us are not subject to withholding tax in Hong Kong.
PRC
Our subsidiaries and their subsidiaries in China are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law (the “EIT Law”), which became effective on January 1, 2008, and most recently amended on December 29, 2018, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies. For example, enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
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According to the Notice of the Ministry of Finance and the SAT on Implementing the Pilot Program of Replacing Business Tax with Value-Added Tax in an All-round Manner, which became effective on May 1, 2016, and was subsequently amended on March 20, 2019, entities and individuals engaged in the sale of services, intangible assets or fixed assets within the PRC territory are required to pay value-added tax instead of business tax. Following the implementation of the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax, or the VAT Pilot Plan, most of our PRC subsidiaries and affiliates have been subject to value-added tax (“VAT”), at a rate of 1% (pursuant to the regulatory development in 2020 in response to the COVID-19 pandemic), 3% or 6%, instead of business tax.
As a Cayman Islands holding company, we may receive dividends from our PRC subsidiaries through China Financial Services Group Limited. The PRC EIT Law and its implementing rules provide that dividends paid by a PRC entity to a nonresident enterprise for income tax purposes is subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Hong Kong Tax Treaty, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. The Announcement on Certain Issues Concerning the Beneficial Owner in a Tax Agreement, or Circular 9, was promulgated by the SAT promulgated on February 3, 2018 and became effective from April 1, 2018. Circular 9 provides guidance for determining whether a resident of a tax treaty country is the “beneficial owner” of income under China’s tax treaties and similar arrangements.
On January 1, 2020, the State Administration of Taxation issued the Announcement of the State Taxation Administration on Issuing the Administrative Measures for Entitlement to Treaty Benefits for Non-resident Taxpayers, which replaced the Administrative Measures for Nonresident Taxpayers to Enjoy Treatment under Tax Treaties, or SAT Circular 60. The Announcement changed the reporting requirement into collecting, gathering and retaining relevant materials for future reference in accordance with the provisions of these Measures in order to accept the follow-up administration of tax authorities. At the same time, the Announcement adjusts the definition of non-resident taxpayer to make it more accurate, which refers to taxpayers who shall be tax residents of the other contracting party in accordance with the provisions of the clauses on residents of the tax treaties.
China Financial Services Group Limited may be able to benefit from the 5% withholding tax rate for the dividends it receives from our PRC subsidiaries if it satisfies the conditions prescribed under SAT Circular 81 and other relevant tax rules and regulations. However, according to SAT Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. In addition, according to Circular 9, a beneficial owner shall generally engage in substantial business activities, and an agent shall not be considered a beneficial owner and, therefore, shall not qualify for those benefits. It is possible, however, under Circular 9, China Financial Services Group Limited would not be considered the “beneficial owner” of any such dividends, and that such dividends would as a result be subject to withholding tax at the rate of 10% rather than the favorable 5% rate applicable under the Hong Kong Tax Treaty.
If our holding company in the Cayman Islands or any of our subsidiaries outside China were deemed to be a “resident enterprise” under the PRC EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders” in our annual report on Form 20-F for the year ended December 31, 2021.
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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021
Interest and fees income
Our interest and fees income decreased by 10.9% to RMB1,188.9 million (US$167.1 million) for the nine months ended September 30, 2022 from RMB1,333.6 million for the same period of 2021, primarily attributable to a decrease in our interest and financing service fees on loans, which was partially offset by an increase in our interest on deposits with banks.
Interest and financing service fees on loans
Our interest and financing service fees on loans decreased by 11.0% to RMB1,180.1 million (US$165.9 million) for the nine months ended September 30, 2022 from RMB1,325.7 million for the same period of 2021, primarily attributable to a decrease in the balance of average daily outstanding loan principal, mainly as a result of the Company’s transferal of loans under the traditional facilitation model to third parties in bulk during the fourth quarter of 2021, which was partially offset by an increase in the total outstanding loan principal under the collaboration model.
Interest on deposits with banks
Our interest on deposits with banks increased by 11.4% to RMB8.8 million (US$1.2 million) for the nine months ended September 30, 2022 from RMB7.9 million for the same period of 2021, primarily attributable to the higher daily average amount of time deposits.
Interest and fees expenses
Our interest and fees expenses increased by 2.3% to RMB583.6 million (US$82.0 million) for the nine months ended September 30, 2022 from RMB570.4 million in the same period of 2021, primarily due to an increase in the average daily outstanding balance of other borrowings.
Interest income charged to sales partners
In the event of a loan defaults and the sales partner chooses to repurchase such loan in installments, we charge certain percentage of the loan as the interest income charged to sales partners. The interest income charged to sales partners increased significantly to RMB89.5 million (US$12.6 million) for the nine months ended September 30, 2022 from RMB22.3 million for the same period of 2021, primarily attributable to an increase in the delinquent loans that were repurchased by the sales partners in installments.
Collaboration cost for sales partners
Our collaboration cost for sales partners decreased by 21.3% to RMB241.2 million (US$33.9 million) for the nine months ended September 30, 2022 from RMB306.3 million for the same period of 2021, primarily attributable to a lower average fee rate we paid to sales partners in the nine months ended September 30, 2022. The fee rate under collaboration model varies based on different collaboration model types and the terms of the loan.
Net interest and fees income after collaboration cost
As a result of the foregoing, our net interest and fees income after collaboration cost decreased by 5.3% to RMB453.6 million (US$63.8 million) for the nine months ended September 30, 2022 from RMB479.2 million for the same period of 2021.
Provision for credit losses
Our provision for credit losses increased significantly to RMB154.2 million (US$21.7 million) for the nine months ended September 30, 2022 from RMB30.1 million for the same period of 2021, primarily attributable to the heightened economic uncertainty caused by COVID-19 pandemic and the relevant prevention and control measures, as well as the downward pressure faced by China’s real estate market during the third quarter of 2022.
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Total non-interest income
Our total non-interest income increased by 146.2% to RMB97.6 million (US$13.8 million) for the nine months ended September 30, 2022 from RMB39.6 million for the same period of 2021.
Realized gains on sales of investments, net
Our realized gains on sales of investments increased by 67.3% to RMB16.9 million (US$2.4 million) for the nine months ended September 30, 2022 from RMB10.1 million for the same period of 2021, primarily attributable to an increase in gains from wealth management products.
Net gains on sales of loans
Our net gains on sales of loans increased by 184.9% to RMB51.0 million (US$7.2 million) for the nine months ended September 30, 2022 from RMB17.9 million for the same period of 2021, primarily attributable to an increase in the repayment by sales partners of delinquent loans they agreed to repurchase by installments.
Other gains, net
Our net other gains increased by 155.2% to RMB29.6 million (US$4.2 million) for the nine months ended September 30, 2022 from RMB11.6 million for the same period of 2021, primarily attributable to an increase in gains on confiscated CRMP.
Total operating expenses
Our total operating expenses decreased by 7.4% to RMB254.3 million (US$35.8 million) for the nine months ended September 30, 2022 from RMB274.6 million for the same period of 2021, primarily attributable to decreases in share-based compensation expenses and employee compensation and benefits.
Employee compensation and benefits
Our employee compensation and benefits decreased by 5.0% to RMB141.4 million (US$19.9 million) for the nine months ended September 30, 2022 from RMB148.8 million for the same period in 2021, primarily attributable to a decrease in incentives granted to sales personnel, resulting from a lower loan origination volume in the nine months ended September 30, 2022 as comparted to the same period of 2021.
Share-based compensation expenses
Our share-based compensation expenses decreased by 69.5% to RMB4.3 million (US$0.6 million) for the nine months ended September 30, 2022 from RMB14.1 million for the same period of 2021. According to the share option plan adopted on December 31, 2019, approximately 50%, 30% and 20% of the option granted will be vested on December 31, 2020, 2021 and 2022, respectively. Related compensation cost of the option grants will be recognized over the requisite period.
Taxes and surcharges
Our taxes and surcharges decreased by 3.5% to RMB24.8 million (US$3.5 million) for the nine months ended September 30, 2022 from RMB25.7 million for the same period of 2021, primarily attributable to a decrease in the non-deductible VAT. Certain amounts in our business operations are characterized as “service fees charged to trust plans,” which are non-deductible items. According to applicable PRC tax regulations, “service fees charged to trust plans” are subject to a 6% VAT on the subsidiary level, but are not recorded as an input VAT on a consolidated trust plan level. “Service fees charged to trust plans” decreased in the nine months ended September 30, 2022 as compared to the same period of 2021, due to maturity of certain trust plans.
9
Operating lease cost
Our operating lease cost decreased by 6.1% to RMB10.8 million (US$1.5 million) for the nine months ended September 30, 2022 from RMB11.5 million for the same period of 2021, primarily attributable to the continued development of the collaboration model, which allowed us to further reduce the office leasing costs associated with our lease of offices to accommodate sales staff.
Other expenses
Our other expenses decreased by 2.1% to RMB73.0 million (US$10.3 million) for the nine months ended September 30, 2022 from RMB74.6 million for the same period of 2020, primarily due to a decrease in attorney fees associated with legal proceedings, mainly as a result of our switch from the traditional facilitation model to the collaboration model, under which relevant attorney fees are borne by sales partners.
Income tax expense
Our income tax expense decreased by 19.9% to RMB35.4 million (US$5.0 million) for the nine months ended September 30, 2022 from RMB44.2 million for the same period of 2021, primarily attributable to a decrease in our taxable income. Effective tax rate increased to 24.8% for the nine months ended September 30, 2022 from 20.7% for the same period of 2021, primarily due to a decrease in the tax-free investment income.
Net income
As a result of the foregoing, our net income decreased by 36.9% to RMB107.2 million (US$15.1 million) for the nine months ended September 30, 2022 from RMB169.9 million for the same period of 2021.
Liquidity and Capital Resources
Cash Flows and Working Capital
Our principal sources of liquidity have been cash generated from operating activities. We had cash, cash equivalents and restricted cash of RMB1.4 billion (US$0.2 billion) as of September 30, 2022, substantially all of which were held by our PRC subsidiaries. Our cash and cash equivalents consist primarily of bank deposits and are primarily denominated in Renminbi. We believe that our current cash and anticipated cash flow from financing activities will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months.
We intend to finance our future working capital requirements and capital expenditures from funds provided by operating activities and raised from financing activities. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to issue debt or equity securities or obtain additional credit facilities. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. Issuance of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.
10
As a holding company with no material operations of our own, we conduct our operations primarily through our PRC subsidiaries in China. We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries in China through capital contributions or loans, subject to the approval of government authorities and limits on the amount of capital contributions and loans. The ability of our subsidiaries in China to make dividends or other cash payments to us is subject to various restrictions under PRC laws and regulations. Deterioration in the financial condition, earnings or cash flow of our subsidiaries for any reason, as well as any changes in Chinese laws or regulations, could limit or impair their ability to pay such distributions.
The following table sets forth a summary of our cash flows for the periods indicated.
For the Nine Months Ended September 30, | ||||||||||||
2021 | 2022 | |||||||||||
RMB | RMB | US$ | ||||||||||
Net cash provided by operating activities | 672,409,552 | 963,776,664 | 135,485,579 | |||||||||
Net cash used in investing activities | (3,161,532,617 | ) | (1,279,865,040 | ) | (179,920,579 | ) | ||||||
Net cash provided by/(used in) financing activities | 2,492,596,106 | (553,286,878 | ) | (77,779,838 | ) | |||||||
Net increase/(decrease) in cash, cash equivalents and restricted cash | 3,473,041 | (869,375,254 | ) | (122,214,839 | ) | |||||||
Cash, cash equivalents and restricted cash at beginning of the period | 1,960,922,758 | 2,231,437,361 | 313,690,498 | |||||||||
Effect of exchange rate change on cash, cash equivalents and restricted cash | (253,222 | ) | 11,180,659 | 1,571,752 | ||||||||
Cash, cash equivalents and restricted cash at end of the period | 1,964,142,577 | 1,373,242,766 | 193,047,412 |
Operating Activities
Net cash provided by operating activities was RMB963.8 million (US$135.5 million) in the nine months ended September 30, 2022 due to net income of RMB107.2 million (US$15.1 million), mainly adjusted for (i) provision for credit losses of RMB154.2 million (US$21.7 million), (ii) share-based compensation expenses of RMB4.3 million (US$0.6 million), (iii) depreciation and amortization of RMB1.8 million (US$0.3 million), (iv) deferred tax benefit of RMB86.0 million(US$12.1 million), (v) gains on sale of loans of RMB51.0 million (US$7.2 million), (vi) loans held-for-sale for originations and purchase of RMB197.1 million (US$27.7 million), and (vii) proceeds from sales and paydowns of loans originally classified as held for sale of RMB1,127.7 million (US$158.5 million). Changes in operating assets and liabilities consisted of (i) a decrease in other operating liabilities of RMB43.9 million (US$6.2 million), (ii) an increase in other operating assets of RMB78.1 million (US$11.0 million), (iii) a decrease in deposits of RMB21.7 million (US$3.1 million), and (iv) an increase of CRMP of RMB13.5 million (US$1.9 million).
Investing Activities
Net cash used in investing activities was RMB1,279.9 million (US$179.9 million) in the nine months ended September 30, 2022, which was attributable to (i) purchase of investment securities of RMB6,707.9 million (US$943.0 million), (ii) loans originated, net of principal collected of RMB2,274.6 million (US$319.8 million) and (iii) purchases of property, equipment and intangible assets of RMB1.5 million (US$0.2 million), offset by (i) proceeds from sales of investment securities of RMB6,824.6 million (US$959.4 million), (ii) proceeds from sales of loans of RMB879.3 million (US$123.6 million) and (iii) proceeds from disposal of property and equipment and intangible assets of RMB0.2 million (US$0.1 million).
Financing Activities
Net cash used in financing activities was RMB553.3 million (US$77.8 million) in the nine months ended September 30, 2022, which was attributable to (i) repayment of interest-bearing borrowings of RMB1,816.0 million (US$255.3 million) and (ii) repurchase of ordinary shares of RMB68.1 million (US$9.6 million), offset by proceeds from interest-bearing borrowings of RMB1,330.8 million (US$187.1 million).
11
Capital Expenditures
Our capital expenditures represent purchases of property, equipment and intangible assets necessary to support our operations. Our capital expenditures were RMB2.8 million and RMB1.5 million (US$0.2 million) for the nine months ended September 30, 2021 and 2022, respectively.
Off-Balance Sheet Commitments and Arrangements
We launched in 2021 a new funding model in cooperation with commercial banks, under which our commercial bank partners are responsible for reviewing and approving the loan while we charge a service fee for our loan facilitation services. For loans funded by the proceeds from third-party commercial banks as our commercial bank partners, each underlying loan and borrower has to be approved by the third-party commercial banks individually. Once the loan is approved by and originated by the third-party commercial bank, the fund is provided by the third-party commercial bank to the borrower and a lending relationship between the borrower and the third-party commercial bank is established through a loan agreement. Effectively, we offer loan facilitation and matching services to the borrowers who have credit needs and the commercial banks who originate loans directly to borrowers referred by us. We continue to provide post-origination services to the borrowers over the term of the loan agreement. As we are not the legal lender or borrower in the loan origination and repayment process, we do not record loans principal, interest and financing service fee receivables arising from these loans nor interest-bearing borrowings to the third-party commercial banks.
Apart from the above, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Contractual Obligations
We lease multiple office spaces which are contracted under various non-cancelable operating leases, most of which provide extension or early termination options and are generally expired in one to four years. We do not enter into any finance leases or leases where our group is a lessor. Moreover, the existing operating lease agreements do not contain any residual value guarantees or material restrictive covenants.
Management determines if an arrangement is a lease at inception and records the leases in the financial statements upon lease commencement, which is the date when the underlying office space is made available for use by the lessor. The incremental borrowing rates determined for computing the lease liabilities are based on the People’s Bank of China Benchmark Rates for terms of loans ranging from zero (exclusive) to five years and above.
12
Exhibit 99.2
CNFINANCE HOLDINGS LIMITED
Index to Unaudited Condensed Consolidated Financial
Statements
CNFINANCE HOLDINGS LIMITED
Condensed consolidated balance sheets as of December 31, 2021 and September 30, 2022(unaudited)
Note | December 31, 2021 | September 30, 2022 | ||||||||
RMB | RMB | |||||||||
Assets | ||||||||||
Cash, cash equivalents and restricted cash | 2,231,437,361 | 1,373,242,766 | ||||||||
Loans principal, interest and financing service fee receivables | 4 | 9,412,717,366 | 9,544,625,067 | |||||||
Allowance for credit losses | 975,850,851 | 1,017,079,345 | ||||||||
Net loans principal, interest and financing service fee receivables | 8,436,866,515 | 8,527,545,722 | ||||||||
Loans held-for-sale (include RMB24,696,075 and RMB11,694,198 measured at fair value as of December 31, 2021 and September 30, 2022, respectively) | 733,975,352 | 1,016,173,196 | ||||||||
Investment securities | 5 | 1,088,044,211 | 962,415,052 | |||||||
Property and equipment | 3,041,946 | 2,890,796 | ||||||||
Intangible assets and goodwill | 6 | 4,009,372 | 3,615,006 | |||||||
Deferred tax assets | 21,068,094 | 23,813,730 | ||||||||
Deposits | 156,954,100 | 135,245,374 | ||||||||
Guaranteed assets | 1,289,751,459 | 1,508,770,981 | ||||||||
Right-of-use assets | 16,196,806 | 15,545,649 | ||||||||
Other assets | 404,826,131 | 381,901,251 | ||||||||
Total assets | 14,386,171,347 | 13,951,159,523 | ||||||||
Liabilities and shareholders’ equity | ||||||||||
Interest-bearing borrowings | 7 | |||||||||
Borrowings under agreements to repurchase | 45,250,000 | 5,965,976 | ||||||||
Other borrowings | 8,041,892,080 | 7,594,325,089 | ||||||||
Accrued employee benefits | 24,223,752 | 23,011,380 | ||||||||
Income taxes payable | 154,957,182 | 170,245,184 | ||||||||
Deferred tax liabilities | 151,828,860 | 68,524,985 | ||||||||
Lease liabilities | 15,521,022 | 14,830,454 | ||||||||
Credit risk mitigation position | 8 | 1,348,449,426 | 1,361,971,614 | |||||||
Other liabilities | 785,761,285 | 831,794,417 | ||||||||
Total liabilities | 10,567,883,607 | 10,070,669,099 | ||||||||
Ordinary shares | 916,743 | 916,743 | ||||||||
Treasury stock | (68,089,911 | ) | ||||||||
Additional paid-in capital | 1,018,429,249 | 1,022,759,950 | ||||||||
Retained earnings | 2,824,335,263 | 2,931,549,556 | ||||||||
Accumulated other comprehensive losses | 9 | (25,393,515 | ) | (6,645,914 | ) | |||||
Total shareholders’ equity | 3,818,287,740 | 3,880,490,424 | ||||||||
Total liabilities and shareholders’ equity | 14,386,171,347 | 13,951,159,523 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CNFINANCE HOLDINGS LIMITED
Unaudited condensed consolidated statements of comprehensive income for the nine months ended September 30, 2021 and 2022
Nine months ended September 30, | ||||||||||
Note | 2021 | 2022 | ||||||||
RMB | RMB | |||||||||
Interest and fees income | ||||||||||
Interest and financing service fees on loans | 10 | 1,325,657,014 | 1,180,106,666 | |||||||
Interest on deposits with banks | 7,906,514 | 8,755,924 | ||||||||
Total interest and fees income | 1,333,563,528 | 1,188,862,590 | ||||||||
Interest and fees expenses | ||||||||||
Interest expenses on interest-bearing borrowings | (570,366,896 | ) | (583,589,934 | ) | ||||||
Total interest and fees expenses | (570,366,896 | ) | (583,589,934 | ) | ||||||
Net interest and fees income | 763,196,632 | 605,272,656 | ||||||||
Interest income charged to sales partners | 11 | 22,259,910 | 89,501,328 | |||||||
Collaboration cost for sales partners | 12 | (306,281,841 | ) | (241,162,974 | ) | |||||
Net interest and fees income after collaboration cost | 479,174,701 | 453,611,010 | ||||||||
Provision for credit losses (net of increase in guaranteed recoverable assets of RMB285,613,359 and RMB544,712,308 for period ended September 30, 2021 and 2022, respectively) | (30,054,230 | ) | (154,240,697 | ) | ||||||
Net interest and fees income after collaboration cost and provision for credit losses | 449,120,471 | 299,370,313 | ||||||||
Realized gains on sales of investments, net | 10,053,417 | 16,933,615 | ||||||||
Net gains on sales of loans | 13 | 17,878,084 | 51,040,366 | |||||||
Other gains, net | 11,624,150 | 29,606,528 | ||||||||
Total non-interest incomes | 39,555,651 | 97,580,509 | ||||||||
Operating expenses | ||||||||||
Employee compensation and benefits | (148,752,761 | ) | (141,421,960 | ) | ||||||
Share-based compensation expenses | 17 | (14,074,776 | ) | (4,330,701 | ) | |||||
Taxes and surcharges | (25,658,316 | ) | (24,822,600 | ) | ||||||
Operating lease cost | 19 | (11,537,679 | ) | (10,764,863 | ) | |||||
Other expenses | 14 | (74,584,462 | ) | (73,029,230 | ) | |||||
Total operating expenses | (274,607,994 | ) | (254,369,354 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CNFINANCE HOLDINGS LIMITED
Unaudited condensed consolidated statements of comprehensive income for the nine months ended September 30, 2021 and 2022
Nine
months ended September 30, | ||||||||||
Note | 2021 | 2022 | ||||||||
RMB | RMB | |||||||||
Income before income tax expense | 214,068,127 | 142,581,468 | ||||||||
Income tax expense | 15 | (44,212,239 | ) | (35,367,175 | ) | |||||
Net income | 169,855,888 | 107,214,293 | ||||||||
Earnings per share | 16 | |||||||||
Basic | 0.12 | 0.08 | ||||||||
Diluted | 0.11 | 0.07 | ||||||||
Other comprehensive (losses)/income | ||||||||||
Net unrealized income on investment securities | ||||||||||
Foreign currency translation adjustment | (1,618,941 | ) | 18,747,600 | |||||||
Comprehensive income | 168,236,947 | 125,961,893 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
CNFINANCE HOLDINGS LIMITED
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2022
Nine months ended September 30, |
||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
Cash flows from operating activities: | ||||||||
Net income | 169,855,888 | 107,214,293 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Provision for credit losses | 30,054,231 | 154,240,697 | ||||||
Depreciation and amortization | 3,095,009 | 1,800,560 | ||||||
Share-based compensation expenses | 14,074,776 | 4,330,701 | ||||||
Net losses/(gains) on disposal of property and equipment | (8 | ) | 21,816 | |||||
Foreign exchange gains | (681,053 | ) | (11,112,960 | ) | ||||
Deferred tax benefit | (116,124,224 | ) | (86,048,732 | ) | ||||
Gains on sale of loans | (17,878,084 | ) | (51,040,366 | ) | ||||
Profit and loss arising from fair value changes | (4,969,838 | ) | 497,931 | |||||
Loans held-for-sale: | ||||||||
Originations and purchases | (141,704,162 | ) | (197,060,281 | ) | ||||
Proceeds from sales and paydowns of loans originally classified as held for sale | 692,112,844 | 1,127,746,992 | ||||||
Changes in operating assets and liabilities: | ||||||||
Deposits | (43,591,028 | ) | 21,708,726 | |||||
Credit risk mitigation position | 197,441,382 | 13,522,188 | ||||||
Other operating assets | (90,535,173 | ) | (78,139,569 | ) | ||||
Other operating liabilities | (18,741,008 | ) | (43,905,332 | ) | ||||
Net cash provided by operating activities | 672,409,552 | 963,776,664 | ||||||
Cash flows from investing activities: | ||||||||
Loans originated, net of principal collected | (2,374,649,478 | ) | (2,274,556,277 | ) | ||||
Proceeds from sales of investment securities | 6,384,280,000 | 6,824,586,146 | ||||||
Cash received from disposal of investment in equity securities | 10,000,000 | - | ||||||
Proceeds from disposal of property and equipment and intangible assets | 756,502 | 240,650 | ||||||
Proceeds from sales of loans | 233,211,700 | 879,272,084 | ||||||
Purchases of investment securities | (7,412,337,000 | ) | (6,707,890,132 | ) | ||||
Purchases of property, equipment and intangible assets | (2,794,341 | ) | (1,517,511 | ) | ||||
Net cash used in investing activities | (3,161,532,617 | ) | (1,279,865,040 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CNFINANCE HOLDINGS LIMITED
Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2022
Nine months ended September 30, | ||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
Cash flows from financing activities: | ||||||||
Proceeds from interest-bearing borrowings | 5,188,650,357 | 1,330,828,813 | ||||||
Repurchase of ordinary shares | (68,089,911 | ) | ||||||
Repayment of interest-bearing borrowings | (2,696,054,251 | ) | (1,816,025,780 | ) | ||||
Net cash provided by/(used in) financing activities | 2,492,596,106 | (553,286,878 | ) | |||||
Net increase/(decrease) in cash, cash equivalents and restricted cash | 3,473,041 | (869,375,254 | ) | |||||
Cash, cash equivalents and restricted cash at the beginning of the period | 1,960,922,758 | 2,231,437,361 | ||||||
Effect of exchange rate change on cash, cash equivalents and restricted cash | (253,222 | ) | 11,180,659 | |||||
Cash, cash equivalents and restricted cash at the end of the period | 1,964,142,577 | 1,373,242,766 | ||||||
Supplemental disclosures of cash flow information: | ||||||||
Income taxes paid | 93,793,810 | 89,711,389 | ||||||
Interest expense paid | 629,718,004 | 585,620,291 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CNFINANCE HOLDINGS LIMITED
Unaudited condensed consolidated statements of changes in shareholders’ equity for the nine months ended September 30, 2021 and 2022
Note | Ordinary Shares | Treasury Stock | Additional paid-in capital | Accumulated income/(losses) | Retained earnings | Total equity | ||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||
Balance as of January 1, 2021 | 916,743 | 999,662,882 | (18,456,546 | ) | 2,759,127,799 | 3,741,250,878 | ||||||||||||||||||||
Net income | 169,855,888 | 169,855,888 | ||||||||||||||||||||||||
Foreign currency translation adjustment | (1,618,941 | ) | (1,618,941) | |||||||||||||||||||||||
Share-based compensation | 17 | 14,074,776 | 14,074,776 | |||||||||||||||||||||||
Balance as of September 30, 2021 | 916,743 | 1,013,737,658 | (20,075,487 | ) | 2,928,983,687 | 3,923,562,601 | ||||||||||||||||||||
Balance as of January 1, 2022 | 916,743 | 1,018,429,249 | (25,393,515 | ) | 2,824,335,263 | 3,818,287,740 | ||||||||||||||||||||
Repurchase of ordinary shares | (68,089,911 | ) | (68,089,911 | ) | ||||||||||||||||||||||
Net income | 107,214,293 | 107,214,293 | ||||||||||||||||||||||||
Foreign currency translation adjustment | 18,747,601 | 18,747,601 | ||||||||||||||||||||||||
Share-based compensation | 17 | 4,330,701 | 4,330,701 | |||||||||||||||||||||||
Balance as of September 30, 2022 | 916,743 | (68,089,911 | ) | 1,022,759,950 | (6,645,914 | ) | 2,931,549,556 | 3,880,490,424 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
1. | BASIC OF PRESENTATION |
Basis of preparation
The accompanying unaudited interim condensed consolidated balance sheet as of September 30, 2022, the unaudited interim condensed consolidated statements of comprehensive loss for the nine months ended September 30, 2021 and 2022, the cashflows for the nine months ended September 30, 2021 and 2022, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2021. Accordingly, these unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.
Variable interest entities (“VIEs”)
Structured funds
The Group grants loans to customers through structured funds set up by trust companies. The assets of the structured funds can only be used to settle obligations of consolidated VIEs. The Group is general partner of the funds, promising the expected returns for limited partners, and providing credit enhancement on the loans to customers under the funds. The Group is also the manager of the funds, making decisions in the loan origination process. The Group is the primary beneficiary of the funds as it has the power to direct the activities that most significantly impact the economic performance of the funds and it has obligation to absorb losses of the funds that could potentially be significant to the funds or the right to receive benefits from the funds that could potentially be significant to the funds. The Group consolidates the structured funds as it is the primary beneficiary of the funds as of September 30, 2022.
8
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) | Recently issued accounting standards |
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures
The ASU 2022-02 is to be adopted on a prospective basis and will be effective for the Group on January 1, 2023, although early adoption is permitted. Adoption of the accounting standard is not expected to have an impact on the Group’s operating results or financial position.
ASU 2022-03 -Accounting Standards Update No. 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions
The ASU 2022-03 is to be adopted on a prospective basis and will be effective for the Group on January 1, 2024, although early adoption is permitted. Adoption of the accounting standard is not expected to have an impact on the Group’s operating results or financial position, as the Company excludes such restrictions when valuing equity securities.
(b) | Principles of consolidation |
The accompanying unaudited condensed consolidated financial statements include the unaudited condensed financial statements of the Group, its subsidiaries and consolidated VIEs. All intercompany transactions and balances have been eliminated in consolidation. The Group accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting.
(c) | Currency translation for financial statements presentation |
The Group uses Renminbi (“RMB”) as its reporting currency. The United States Dollar (“USD”) is the functional currency of the Company incorporated in Cayman and the Group’s subsidiary Sincere Fame incorporated in British Virgin Islands, and the Hong Kong Dollar (“HKD”) is the functional currency of the Group’s subsidiary China Financial Services Group Limited incorporated in Hong Kong and the RMB is the functional currency of the Group’s PRC subsidiaries.
The financial statements of the Group are translated from the functional currency to the reporting currency, RMB. Assets and liabilities of the subsidiaries are translated into RMB using the exchange rate in effect at each balance sheet date. Income and expenses items are generally translated at the average exchange rates prevailing during the period. Foreign currency translation adjustments arising from these are accumulated as a separate component of shareholders’ deficit on the unaudited condensed consolidated financial statements. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of comprehensive income.
(d) | Use of estimates |
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, allowance for loans principal, interest and financing service fee receivables, guarantee assets, the valuation allowance for deferred tax assets, unrecognized tax benefits, the indefinite reinvestment assertion, guarantee liabilities, the fair value of investment securities and the fair value of share-based compensation.
9
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
(e) | Revenue recognition |
Interest and financing service fees on loans which are amortized over the contractual life of the related loans are recognized in unaudited condensed consolidated statements of comprehensive income in accordance with ASC 310 using the effective interest method.
Service fees under commercial bank partnership is recognized in accordance with ASC 606 when following conditions are met: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
The criteria of revenue recognition as they relate to each of the following major revenue generating activities are described below:
(i) | Interest and financing service fees on loans |
Interest and financing service fees on loans, which include financing service fees on loans, are collected from borrowers for loans and related services.
Interest and financing service fees on loans include the amortization of any discount or premium or differences between the initial carrying amount of an interest-bearing asset and its amount at maturity calculated using the effective interest basis.
The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating the interest and financing service fees on loans over the years. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument but does not consider future credit losses. Interest on the impaired assets is recognized using the rate of interest used to discount future cash flows.
(ii) | Service fees under commercial bank partnership |
The Group charges certain percentage of the loan granted under the commercial bank partnership as service fees for its loan introduction service, guarantee service, post-loan service provided to the commercial banks. The loan introduction service fees are recognized at the point of time when the loan agreements between commercial banks and the borrowers are effective, and the post-loan service fees and the guarantee service fees are recognized over the period of the loan terms and guarantee terms, respectively.
(iii) | Interest income charged to sales partners |
In the event of a loan defaults and the sales partner chooses to repurchase such loan in installments, the Group charges certain percentage of the loan as the interest income charged to sales partners.
10
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
(iv) | Realized gains/(losses) on sales of investments |
Realized gains/(losses) consist of realized gains and losses from the sale of investment securities, presented on a net basis.
(v) | Net gains/(losses) on sales of loans |
Net gains/(losses) on sales of loans refer to any gains and losses from the disposal of loans which is accounted for as a sale under ASC 860.
(vi) | Gains on confiscation of credit risk mitigation positions (or “CRMPs”) |
Gains on confiscation of credit risk mitigation positions are recognized to the extent confiscated CRMPs exceed previously recognized allowance for loan losses and guarantee asset when sales partners surrender the CRMPs and the obligation of refunding the CRMPs is released.
(f) | Loans |
(i) | On-balance sheet loans |
Loans are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs. Loan origination fees and certain direct origination costs are generally deferred and recognized as adjustments to income over the lives of the related loans.
The Group facilitates credit to borrowers through structured funds which are considered as consolidated VIEs and the Group evaluated VIEs for consolidation in accordance with ASC 810. Providing credit strengthening arrangement since March 2018 for the loans to customers under the funds is one of the key factors to determine that the Group should consolidate the structured funds as it is the primary beneficiary of the funds. As a result, the loan principal remains on the Group’s unaudited condensed consolidated balance sheets, whilst the funds received from senior tranches holders are recorded as Other Borrowings in the Group’s unaudited condensed consolidated balance sheets as disclosed in Note 7(b).
Non-accrual policies
Loans principal, interest and financing service fee receivables are placed on non-accrual status when payments are 90 days contractually past due. When a loan principal, interest and financing service fee receivable is placed on non-accrual status, interest and financing service fees accrual cease. If the loan is non-accrual, the cost recovery method is used and cash collected is applied to first reduce the carrying value of the loan. Otherwise, interest income may be recognized to the extent cash is received. Loans principal, interest and financing service fee receivables may be returned to accrual status when all of the borrower’s delinquent balances of loans principal, interest and financing service fee have been settled and the borrower continue to perform in accordance with the loan terms for a period of at least six months.
11
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Charge-off policies
For the year ended December 31, 2019, in order to align the Group’s charge-off policies with ASC 326-20-35-8 (superseded ASC 310-10-35-41), the Group revised its charge-off policies as follows:
Loans principal, interest and financing service fee receivables are charged down to net realizable value (fair value of collaterals, less estimated costs to sell) when the Group has determined the remaining balance is uncollectable after exhausting all collection efforts. In order to comply with ASC 310 and ASC 326, the Group considers loans principal, interest and financing service fee receivables meeting any of the following conditions as uncollectable and charged-off: (i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and filed with relevant law enforcement departments; (iii) sales of loans to third parties; (iv) settlement with the borrower, where the Group releases irrecoverable loans through private negotiations with the borrower where the borrower cannot repay the loan in full through self-funding or voluntary sale of the collateral; (v) disposal through legal proceedings, including but not limited to online arbitrations, judicial auctions and court enforcements; or (vi) loans are 180 days past due unless both well-secured and in the process of collection.
Allowance for credit losses
Allowance for credit losses represents management’s best estimate of probable losses inherent in the portfolio.
Commencing January 1, 2020, CNFinance adopted ASC 326, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaced the incurred loss methodology for determining the provision for credit losses and allowance for credit losses (“ACL”) with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) model. ASC 326 defines the ACL as a valuation account that is deducted from the amortized cost of a financial asset to present the net amount that management expects to collect on the financial asset over its expected life. All financial assets carried at amortized cost are in the scope of ASC 326, while assets measured at fair value are excluded. The allowance for credit losses is adjusted each period for changes in expected lifetime credit losses.
12
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
The allowance for credit losses includes an asset-specific component and a statistically based component. The Group aggregates loans sharing similar risk characteristics into pools for purposes of measuring expected credit losses. Pools are reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. Expected credit losses for loans that do not share similar risk characteristics with other financial assets are measured individually.
Estimation of CECLs requires CNFinance to make assumptions regarding the likelihood and severity of credit loss events and their impact on expected cash flows, which drive the probability of default (PD), loss given default (LGD) and exposure at default (EAD) models. In its loss forecasting framework, ECL is determined primarily by utilizing models for the borrowers’ PD, LGD and EAD and the Group incorporates forward-looking information through the use of macroeconomic scenarios applied over the forecasted life of the assets. These macroeconomic scenarios include variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to, gross-domestic product rates, interest rates and consumer price indexes.
The ACL for financial assets held at amortized cost is a valuation account that is deducted from, or added to, the amortized cost basis of the financial assets to present the net amount expected to be collected. When credit expectations change, the valuation account is adjusted with changes reported in provision for credit losses. If amounts previously charged off are subsequently expected to be collected, the Group may recognize a negative allowance, which is limited to the amount that was previously charged off.
The asset-specific component is calculated under ASC 310-10-35, on an individual basis for the loans whose payments are contractually past due more than 90 days or which are considered impaired. A financial asset is collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. When a collateral-dependent financial asset is probable of foreclosure, the Group will measure the ACL based on the fair value of the collateral and we will measure the ACL based on the collateral’s net realizable value (fair value of collateral, less estimated costs to sell).
Under the collaboration model, when the Group grants a loan through a trust plan, the loan is with the borrower and guarantee is entered into with a separate counterparty (the sales partner). As such, under the definition of ASC 326-20-20, the guarantee arrangement and lending arrangement would be considered freestanding arrangements. As sale partners will provide guarantee of the entire loan to the Group, collection for loss is probable and estimable when a loss on an insured loan is incurred and recognized. In this case, the Group will recognize guarantee loss recoverable asset in the amount that the Group determines is probable to receive from the guarantor with an offsetting entry to “provision for credit losses” when the Group concludes that the loss recovery is collectible. However, potential recovery that exceeds the recognized loss, if any, (gain contingency) will not be recognized until cash is received. Therefore, the amounts estimated to be recoverable from the proceeds of guarantees will be reported as a separate asset (guarantee asset) in the balance sheet. The increase in guaranteed recoverable assets are included in the income statement as a reduction of the “provision for credit losses”, separate disclosure of the increase in guaranteed recoverable assets will be included in the rollforward of the “allowance for credit losses”. The income statement caption will be modified as “provision for credit losses, net of increase in increase in guaranteed recoverable assets.
13
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Loans held-for-sale
Loans held-for-sale are measured at the lower of cost or fair value, with valuation changes recorded in noninterest revenue. The valuation is performed on an individual loan basis. Loan origination fees or costs and purchase price discounts or premiums are deferred in a contra loan account until the related loan is sold. The deferred fees or costs and discounts or premiums are adjustments to the basis of the loan and therefore are included in the periodic determination of the lower of cost or fair value adjustments.
The loan is derecognized if the Group does not retain any risk and rewards after transferring the loan. Such transfer would be recorded as sales according to ASC 860-10-40-5. At the time of derecognition, any related loan loss allowance is released. Gains and losses on loans transfer as a sale are recognized in the noninterest income.
(ii) | Off-balance sheet loans |
For loans funded by the proceeds from third-party commercial banks, each underlying loan and borrower has to be approved by the third-party commercial banks individually. Once the loan is approved by and originated by the third-party commercial bank, the fund is provided by the third-party commercial bank to the borrower and a lending relationship between the borrower and the third-party commercial bank is established through a loan agreement. Effectively, the Group offers loan facilitation and matching services to the borrowers who have credit needs and the commercial banks who originate loans directly to borrowers referred by the Group. The Group continues to provide post-origination services to the borrowers over the term of the loan agreement. Under this scenario, the Group determines that it is not the legal lender or borrower in the loan origination and repayment process. Accordingly, the Group does not record loans principal, interest and financing service fee receivables arising from these loans nor interest-bearing borrowings to the third-party commercial banks.
(g) | Income tax |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group classifies interest and penalties related to the liability for unrecognized tax benefits as income tax expense.
14
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
(h) | Share-based compensation |
The Group measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The Group recognizes compensation cost using a front-loading approach for an award with only service conditions that have a graded vesting schedule over the requisite service period for the entire award, net of estimated forfeitures, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates.
(p) | Guarantee liabilities |
The estimated fair value of the guarantee liabilities at inception of the loans is determined based on a discounted cash flow model, but with reference to estimates of expected loss rates using CECL lifetime methodology. Subsequent to initial recognition, the guarantee liabilities continue to be reduced by recording a credit to net income as the guarantor is released from the guaranteed risk over the terms of the underlying loans, as “other gains, net” in the consolidated statements of comprehensive income.
The expected credit losses of the guarantee are accounted for in addition to and separately from the guarantee liability accounted for under ASC 460. The contingent guarantee liabilities are determined using CECL lifetime methodology and recognized in full amount at loan inceptions. At each reporting date, the Group measures the contingent guarantee liabilities of the underlying loans, on a portfolio basis, and the relevant credit losses of guarantee are recorded as “other gains, net” in the consolidated statements of comprehensive income.
(i) | Fair value measurements |
The Group uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with ASU 2011-04 (see Note 3 to the unaudited condensed consolidated financial statements):
● | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
● | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
● | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
15
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
3 | Fair value measurements |
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.
Fair Value Hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, are used to measure fair value.
Assets recorded at fair value on a recurring basis mainly include marketable securities. Additionally, from time to time, the Group records fair value adjustments on a nonrecurring basis. These nonrecurring adjustments typically involve application of LOCOM (the lower of cost or fair value) accounting, write-downs of individual assets or application of the measurement alternative for nonmarketable equity securities.
Fair Value Measurements
A description of the valuation techniques applied to the Group’s major categories of assets and liabilities measured at fair value is as follows.
The Group determines fair value primarily based on pricing sources with reasonable levels of price transparency. Where quoted prices are available in an active market, the Group classifies the assets and liabilities within Level 1 of the valuation hierarchy. If quoted market prices are not available, fair value is primarily determined using pricing models using observable trade data, market data, quoted prices of securities with similar characteristics or discounted cash flows. Such instruments would generally be classified within Level 2 of the valuation hierarchy.
The following table presents the Group’s fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2021 and September 30, 2022.
September 30, 2022 | ||||||||||||||||
Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Wealth management products | 584,738,005 | 302,608,884 | 282,129,121 | |||||||||||||
Total | 584,738,005 | 302,608,884 | 282,129,121 |
16
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
3 | Fair value measurements (continued) |
December 31, 2021 | ||||||||||||||||
Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Wealth management products | 847,047,295 | 729,255,924 | 117,791,371 | |||||||||||||
Total | 847,047,295 | 729,255,924 | 117,791,371 |
The following table presents the Group’s fair value hierarchy for those assets measured at fair value on a non-recurring basis as of December 31, 2021 and September 30, 2022.
September 30, 2022 | ||||||||||||||||
Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Loans(1) | 657,992,453 | 657,992,453 | ||||||||||||||
Loans held-for-sale(2) | 11,694,198 | 11,694,198 | ||||||||||||||
Equity securities(3) | 24,010,000 | 24,010,000 | ||||||||||||||
Total | 693,696,651 | 693,696,651 |
December 31, 2021 | ||||||||||||||||
Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Loans(1) | 368,997,898 | 368,997,898 | ||||||||||||||
Loans held-for-sale(2) | 24,696,075 | 24,696,075 | ||||||||||||||
Equity securities(3) | 24,010,000 | 24,010,000 | ||||||||||||||
Total | 417,703,973 | 417,703,973 |
(1) | The Group records nonrecurring fair value adjustments to reflect partial write-downs that are based on the observable market price of the loan or current appraised value of the collateral. |
(2) | Loans held for sale are held at LOCOM which may be written down to fair value on a nonrecurring basis. |
(3) | Nonmarketable equity securities are accounted for using the measurement alternative and can be subject to nonrecurring fair value adjustments to record impairment. |
During the year ended December 31, 2021 and nine months ended September 30, 2022, there were no transfers between instruments in Level 1 and Level 2. The Group does not have level 3 instruments as of December 31, 2021 and September 30, 2022.
17
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables |
Note | December 31, 2021 | September 30, 2022 | ||||||||
RMB | RMB | |||||||||
Home equity loan: | (i) | |||||||||
Loans principal, interest and financing service fee receivables | 9,412,717,366 | 9,259,642,529 | ||||||||
Less: allowance for credit losses | (a) | |||||||||
- Individually assessed | (61,479,897 | ) | (45,635,286 | ) | ||||||
- Collectively assessed | (914,370,954 | ) | (965,307,764 | ) | ||||||
Subtotal | (975,850,851 | ) | (1,010,943,050 | ) | ||||||
Net loans principal, interest and financing service fee receivables of home equity loan | 8,436,866,515 | 8,248,699,479 | ||||||||
Corporate loan: | (ii) | |||||||||
Loans principal, interest and financing service fee receivables | 284,982,538 | |||||||||
Less: allowance for credit losses | (6,136,295 | ) | ||||||||
Net loans principal, interest and financing service fee receivables of corporate loan | 278,846,243 | |||||||||
Net loans principal, interest and financing service fee receivables | 8,436,866,515 | 8,527,545,722 |
18
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
(i) | Home equity loan |
(a) | Allowance for credit losses |
The table below presents the components of allowances for loans principal, interest and financing service fee receivables by impairment methodology with the recorded investment as of September 30, 2021 and September 30, 2022.
Nine months ended September 30, 2022 | ||||||||||||
Allowance for loans which are collectively assessed | Allowance for loans which are individually assessed | Total | ||||||||||
RMB | RMB | RMB | ||||||||||
As of January 1 | 914,370,954 | 61,479,897 | 975,850,851 | |||||||||
Provision for credit losses | 39,674,709 | 173,064,064 | 212,738,773 | |||||||||
Charge-offs(1) | (193,168,795 | ) | (242,947,778 | ) | (436,116,573 | ) | ||||||
Increase in guaranteed recoverable assets | 204,430,896 | 25,223,738 | 229,654,634 | |||||||||
Recoveries | 28,815,365 | 28,815,365 | ||||||||||
As of September 30 | 965,307,764 | 45,635,286 | 1,010,943,050 | |||||||||
Net loans principal, interest and financing service fee receivables | 8,154,672,302 | 94,027,177 | 8,248,699,479 | |||||||||
Recorded investment | 9,119,980,066 | 139,662,463 | 9,259,642,529 |
19
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
Nine months ended September 30, 2021 | ||||||||||||
Allowance for loans which are collectively assessed | Allowance for loans which are individually assessed | Total | ||||||||||
Subtotal | Subtotal | RMB | ||||||||||
RMB | RMB | |||||||||||
As of January 1 | 535,967,177 | 71,998,321 | 607,965,498 | |||||||||
Provision for credit losses | (116,550,594 | ) | 128,060,127 | 11,509,533 | ||||||||
Charge-offs(1) | (1,198,134 | ) | (243,302,896 | ) | (244,501,030 | ) | ||||||
Increase in guaranteed recoverable assets | 81,609,992 | 155,066,460 | 236,676,452 | |||||||||
Recoveries | 23,577,905 | 23,577,905 | ||||||||||
As of September 30 | 499,828,441 | 135,399,917 | 635,228,358 | |||||||||
Net loans principal, interest and financing service fee receivables | 9,758,829,979 | 251,002,604 | 10,009,832,583 | |||||||||
Recorded investment | 10,258,658,420 | 386,402,521 | 10,645,060,941 |
(1) | In 2020, the Group revised its charge-off policy so that loans that are 180 days past due are charged down to net realizable value (fair value of collateral, less estimated costs to sell) unless the loans are both well-secured and in the process of collection. |
20
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
The Group charges off loans principal, interest and financing service fee receivables if the remaining balance is considered uncollectable. Recovery of loans principal, interest and financing service fee receivables previously charged off would be recorded when received.
For the description of the Group’s related accounting policies of allowance for credit losses, see Note 2(f) Loans.
The following tables present the aging of allowance for credit losses as of September 30, 2022.
Total current | 1 - 30 days past due | 31 - 90 days past due | 91 - 180 days past due | Total loans | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||||||||||
The collaboration model | ||||||||||||||||||||
First lien | 237,910,121 | 77,116,334 | 55,178,321 | 8,899,717 | 379,104,493 | |||||||||||||||
Second lien | 413,700,563 | 101,187,722 | 79,975,921 | 36,735,569 | 631,599,775 | |||||||||||||||
Subtotal | 651,610,684 | 178,304,056 | 135,154,242 | 45,635,286 | 1,010,704,268 | |||||||||||||||
The traditional facilitation model | ||||||||||||||||||||
First lien | 5,703 | 149,955 | 155,658 | |||||||||||||||||
Second lien | 83,124 | 83,124 | ||||||||||||||||||
Subtotal | 88,827 | 149,955 | 238,782 | |||||||||||||||||
Allowance for credit losses | 651,699,511 | 178,304,056 | 135,304,197 | 45,635,286 | 1,010,943,050 |
21
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
The following tables present the aging of allowance for credit losses as of December 31,2021.
Total current | 1 - 30 days past due | 31 - 90 days past due | 91 - 180 days past due | Total loans | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||||||||||
The collaboration model | ||||||||||||||||||||
First lien | 189,814,922 | 86,537,327 | 66,784,464 | 31,394,514 | 374,531,227 | |||||||||||||||
Second lien | 340,800,002 | 124,542,266 | 80,395,050 | 26,996,820 | 572,734,138 | |||||||||||||||
Subtotal | 530,614,924 | 211,079,593 | 147,179,514 | 58,391,334 | 947,265,365 | |||||||||||||||
The traditional facilitation model | ||||||||||||||||||||
First lien | 5,618,913 | 3,503,613 | 4,980,213 | 1,574,208 | 15,676,947 | |||||||||||||||
Second lien | 5,491,292 | 2,285,562 | 3,617,330 | 1,514,355 | 12,908,539 | |||||||||||||||
Subtotal | 11,110,205 | 5,789,175 | 8,597,543 | 3,088,563 | 28,585,486 | |||||||||||||||
Allowance for credit losses | 541,725,129 | 216,868,768 | 155,777,057 | 61,479,897 | 975,850,851 |
22
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
(b) | Loan delinquency and non-accrual details |
The following tables present the aging of past-due loan principal and financing service fee receivables as of September 30, 2022.
Total current | 1 - 30 days past due | 31 - 90 days past due | 91 - 180 days past due | 181 - 270 days past due | 271 - 360 days past due | over 360 days past due | Total loans | Total non-accrual | ||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||
The collaboration model | ||||||||||||||||||||||||||||||||||||
First lien | 3,031,554,612 | 276,591,737 | 190,294,075 | 16,290,631 | 6,932,328 | 5,243,293 | 18,862,267 | 3,545,768,943 | 47,328,519 | |||||||||||||||||||||||||||
Second lien | 4,981,904,634 | 362,675,696 | 275,220,859 | 60,098,879 | 10,763,925 | 6,698,897 | 13,297,348 | 5,710,660,238 | 90,859,049 | |||||||||||||||||||||||||||
Subtotal | 8,013,459,246 | 639,267,433 | 465,514,934 | 76,389,510 | 17,696,253 | 11,942,190 | 32,159,615 | 9,256,429,181 | 138,187,568 | |||||||||||||||||||||||||||
The traditional facilitation model | ||||||||||||||||||||||||||||||||||||
First lien | 502,127 | - | 524,474 | - | - | 209,094 | 218,082 | 1,453,777 | 427,176 | |||||||||||||||||||||||||||
Second lien | 711,852 | - | - | - | - | - | 1,047,719 | 1,759,571 | 1,047,719 | |||||||||||||||||||||||||||
Subtotal | 1,213,979 | - | 524,474 | - | - | 209,094 | 1,265,801 | 3,213,348 | 1,474,895 | |||||||||||||||||||||||||||
Loans principal, interest and financing service fee receivables | 8,014,673,225 | 639,267,433 | 466,039,408 | 76,389,510 | 17,696,253 | 12,151,284 | 33,425,416 | 9,259,642,529 | 139,662,463 |
23
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
The following tables present the aging of past-due loan principal and financing service fee receivables as of December 31, 2021.
Total current | 1 - 30 days past due | 31 - 90 days past due | 91 - 180 days past due | 181 - 270 days past due | 271 - 360 days past due | over 360 days past due | Total loans | Total non-accrual | ||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||
The collaboration model | ||||||||||||||||||||||||||||||||||||
First lien | 2,814,226,880 | 325,090,831 | 230,622,938 | 65,080,342 | 6,979,995 | 5,972,352 | 24,768,894 | 3,472,742,232 | 102,801,583 | |||||||||||||||||||||||||||
Second lien | 5,030,913,080 | 467,836,400 | 276,784,712 | 52,043,750 | 7,455,656 | 6,468,134 | 17,308,803 | 5,858,810,535 | 83,276,343 | |||||||||||||||||||||||||||
Subtotal | 7,845,139,960 | 792,927,231 | 507,407,650 | 117,124,092 | 14,435,651 | 12,440,486 | 42,077,697 | 9,331,552,767 | 186,077,926 | |||||||||||||||||||||||||||
The traditional facilitation model | ||||||||||||||||||||||||||||||||||||
First lien | 20,814,948 | 6,532,393 | 8,334,398 | 4,887,949 | 285,023 | 122,845 | 653,689 | 41,631,245 | 5,949,506 | |||||||||||||||||||||||||||
Second lien | 21,237,555 | 4,238,098 | 6,081,004 | 5,027,879 | 360,727 | 673,625 | 1,914,466 | 39,533,354 | 7,976,697 | |||||||||||||||||||||||||||
Subtotal | 42,052,503 | 10,770,491 | 14,415,402 | 9,915,828 | 645,750 | 796,470 | 2,568,155 | 81,164,599 | 13,926,203 | |||||||||||||||||||||||||||
Loans principal, interest and financing service fee receivables | 7,887,192,463 | 803,697,722 | 521,823,052 | 127,039,920 | 15,081,401 | 13,236,956 | 44,645,852 | 9,412,717,366 | 200,004,129 |
Loans principal, interest and financing service fee receivables are placed on non-accrual status when payments are 90 days contractually past.
Any interest accrued on non-accrual loans is reversed at 90 days and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectability of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan.
24
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
(c) | Impaired loans |
(1) | Impaired loans summary |
Recorded investment | ||||||||||||||||||||
Unpaid balance | Impaired loans | Impaired loans with related allowance for credit losses | Impaired loans without related allowance for credit losses | Related allowance for credit losses | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||||||||||
First lien | 43,112,851 | 47,755,694 | 13,977,803 | 33,777,892 | 8,899,717 | |||||||||||||||
Second lien | 89,049,877 | 91,906,769 | 57,305,289 | 34,601,479 | 36,735,569 | |||||||||||||||
As of September 30, 2022 | 132,162,728 | 139,662,463 | 71,283,092 | 68,379,371 | 45,635,286 | |||||||||||||||
First lien | 102,914,225 | 108,751,090 | 64,871,825 | 43,879,265 | 32,968,721 | |||||||||||||||
Second lien | 88,073,367 | 91,253,039 | 50,995,087 | 40,257,952 | 28,511,176 | |||||||||||||||
As of December 31, 2021 | 190,987,592 | 200,004,129 | 115,866,912 | 84,137,217 | 61,479,897 |
Impaired loans are those loans where the Group, based on current information and events, believes it is probable all amounts due according to the contractual terms of the loan will not be collected. All amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be collected as scheduled in the loan agreement. Impaired loans without an allowance generally represent loans that the fair value of the underlying collateral meets or exceeds the loan’s amortized cost.
25
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
(2) | Average recorded investment in impaired loans |
Nine months ended September 30, 2021 | Nine months ended September 30, 2022 | |||||||||||||||
Average recorded investment | Interest and fees income recognized | Average recorded investment | Interest and fees income recognized | |||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
First lien | 209,780,721 | 40,805,772 | 64,281,802 | 59,959,073 | ||||||||||||
Second lien | 204,379,990 | 42,672,917 | 86,125,497 | 63,190,093 | ||||||||||||
Impaired loans | 414,160,711 | 83,478,689 | 150,407,299 | 123,149,166 |
(i) | Average recorded investment represents ending balance for the last three quarters and does not include the related allowance for credit losses. |
(ii) | The interest and fees income recognized are those interest and financing service fees recognized related to impaired loans. All the amounts are recognized on cash basis. |
No debt restructuring in which contractual terms of loans are modified, has occurred during the period from January 1 to September 30, 2021 and 2022.
26
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
4 | Loans principal, interest and financing service fee receivables (continued) |
The Group transferred loans with carrying amounts of RMB939,112,508 and RMB1,896,205,225 to third party investors, including sales partners, and recorded the transfers as sales for the period from January 1 to September 30, 2021 and 2022, respectively. The Group recognized net gain of RMB17,878,084 and RMB51,040,366 from transfers accounted for as sales of loans for the period from January 1 to September 30, 2021 and 2022, respectively.
The Group carries out pre-approval, review and credit approval of loans by professionals for credit risk arising from micro credit business. During the post-transaction monitoring process, the Group conducts a visit of customers regularly after disbursement of loans, and conducts on-site inspection when the Group considers it is necessary. The review focuses on the status of the collateral. The Group delegates sales partners to assist in the aforementioned credit risk assessment activities.
The Group adopts a loan risk classification approach to manage the loan portfolio risk. Loans are classified as non-impaired and impaired based on the different risk level. When one or more event demonstrates there is objective evidence of impairment and causes losses, corresponding loans are considered to be classified as impaired. The allowance for credit losses on impaired loans are determined with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) model.
The Group applies a series of criteria in determining the classification of loans. The loan classification criteria focus on a number of factors, including (i) the borrower’s ability to repay the loan; (ii) the borrower’s repayment history; (iii) the borrower’s willingness to repay; (iv) the net realizable value of any collateral; and (v) the prospect for the support from any financially responsible guarantor. The Group also takes into account the length of time for which payments of principal and interest on a loan are overdue.
(d) | Loans held-for-sale |
Loans held-for-sale are measured at the lower of cost or fair value, with valuation changes recorded in noninterest revenue. The valuation is performed on an individual loan basis. Loans transferred to held-for-sale category were RMB733,975,352 (including RMB24,696,075 measured at fair value) and RMB1,016,173,196 (including RMB11,694,198 measured at fair value) as of December 31, 2021 and September 30, 2022, respectively.
(ii) | Corporate loan |
Corporate loan represents loans granted to businesses to assist its funding of operating costs and capital expenditures, which are not collateralized. Net loans principal, interest and financing service fee receivables of corporate loan were
and RMB278,846,243 as of December 31, 2021 and September 30, 2022.
27
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
5 | Investment securities |
Investment securities consist of equity securities and debt securities.
(a) | Equity securities |
The carrying amount and fair value of the equity securities by major security type and class of security as of December 31, 2021 and September 30, 2022 was as follows:
Aggregate cost basis |
Profits
and losses from fair value changes |
Aggregate fair value |
||||||||||
RMB | RMB | RMB | ||||||||||
As of September 30, 2022: | ||||||||||||
Wealth management products | 584,077,496 | 660,509 | 584,738,005 | |||||||||
Total | 584,077,496 | 660,509 | 584,738,005 |
Aggregate cost basis |
Profits
and losses from fair value changes |
Aggregate fair value |
||||||||||
RMB | RMB | RMB | ||||||||||
As of December 31, 2021: | ||||||||||||
Wealth management products | 845,888,854 | 1,158,441 | 847,047,295 | |||||||||
Total | 845,888,854 | 1,158,441 | 847,047,295 |
The investments in asset management products principally invests in bonds listed and traded between banks and exchanges, monetary market instruments, treasury bonds, convertible or exchangeable bonds and other fixed income financial instruments.
Wealth management products are investment products issued by commercial banks and other financial institutions in China. The wealth management products invest in a pool of liquid financial assets in the interbank market or exchange, including debt securities, asset backed securities, interbank lending, reverse repurchase agreements and bank deposits. The products can be redeemed on weekdays on demand.
28
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
5 | Investment securities (continued) |
(b) | Debt securities |
Amortized cost | Impairment | Net amortized cost | ||||||||||
RMB | RMB | RMB | ||||||||||
As of September 30, 2022: | ||||||||||||
Investment in partnership | 383,003,311 | (7,845,764 | ) | 375,157,547 | ||||||||
Corporate bond | 4,518,925 | (1,999,425 | ) | 2,519,500 | ||||||||
Total | 387,522,236 | (9,845,189 | ) | 377,677,047 |
Amortized cost | Impairment | Net amortized cost | ||||||||||
RMB | RMB | RMB | ||||||||||
As of December 31, 2021: | ||||||||||||
Investment in partnership | 246,400,000 | (5,403,084 | ) | 240,996,916 | ||||||||
Total | 246,400,000 | (5,403,084 | ) | 240,996,916 | ||||||||
The debt securities are in the form of investments in partnership and corporate bond. The partnerships guarantee investment principle and a fixed interest income to the Group. The Group has the intent and ability to hold the debt securities to maturity or payoff.
29
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
6 | Intangible assets and goodwill |
(a) | Intangible assets |
December 31, 2021 | September 30, 2022 | |||||||||||||||||||||||
Gross carrying value |
Accumulated amortisation |
Net carrying value |
Gross carrying value |
Accumulated amortisation |
Net carrying Value |
|||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||
Amortized intangible assets: | ||||||||||||||||||||||||
Software | 10,793,974 | (9,754,602 | ) | 1,039,372 | 10,793,974 | (10,148,968 | ) | 645,006 | ||||||||||||||||
Cooperation agreement | 5,030,000 | (5,030,000 | ) | 5,030,000 | (5,030,000 | ) | ||||||||||||||||||
Total amortized intangible assets | 15,823,974 | (14,784,602 | ) | 1,039,372 | 15,823,974 | (15,178,968 | ) | 645,006 | ||||||||||||||||
Unamortized intangible assets: | ||||||||||||||||||||||||
Trademarks | 2,970,000 | 2,970,000 |
As of December 31, 2021 and September 30, 2022, accumulated amortization was RMB14,784,602 and RMB15,178,968, respectively. Below table provides the current year and estimated future amortization expense for amortized intangible assets. The Group based its projections of amortization expense shown below on existing asset balances as of September 30, 2022. Future amortization expense may vary from these projections.
Software | ||||
RMB | ||||
Nine months ended September 30, 2022 (actual) | 394,366 | |||
Remainder of 2022 | 136,023 | |||
Estimate for year ended December 31, 2023 | 508,393 | |||
2024 | 590 | |||
2025 | ||||
2026 | ||||
2027 |
7 | Interest-bearing borrowings |
(a) | Borrowings under agreements to repurchase |
Financial assets sold under agreements to repurchase are effectively short-term collateralized borrowings. In these transactions, the Group receives cash in exchange for transferring financial assets as collateral and recognizes an obligation to reacquire the financial assets for cash at the transaction’s maturity. These types of transactions create risks, including (1) fair value of the financial assets transferred may decline below the amount of obligation to reacquire the financial assets, and therefore create an obligation to pledge additional amounts, or to replace collaterals pledged, and (2) the Group does not have sufficient liquidity to repurchase the financial assets at the transaction’s maturity.
30
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
7 | Interest-bearing borrowings (continued) |
Note | Fixed interest rate per annum | Term | December 31, 2021 | September 30, 2022 | ||||||||||||
RMB | RMB | |||||||||||||||
Repurchase agreements | ||||||||||||||||
Financial institution | (i) | 13.8 | % | Within 1 year | 45,250,000 | 5,965,976 | ||||||||||
Interest payable | ||||||||||||||||
Financial institution | (i) | |||||||||||||||
Total repurchase agreements | 45,250,000 | 5,965,976 |
(i) | Funds obtained from financial institutions |
On July 27, 2021, the Group transferred loan principals, interests and financing service fee receivables with carrying amount of RMB64,640,192 to a third-party transferee, Guangdong Yuehai Asset Management Co., Ltd. (“Yuehai Asset”), an unrelated third party. However, in accordance with ASC 860, Transfers and Servicing, the right to earnings is not derecognized upon transfer as the Group is required to repurchase the right to earnings one year after the date of transfer. As of December 31, 2021, the amount of funds obtained from Yuehai Asset and the interest payable are 45,250,000 and
. As of September 30, 2022, the amount of funds obtained from Yuehai Asset and the interest payable are .
On August 29, 2022, the Group transferred loan principals, interests and financing service fee receivables with carrying amount of RMB5,965,976 to a third-party transferee, Pingan Puhui Lixin Asset Management Co., Ltd (“Pingan Puhui”), an unrelated third party. However, in accordance with ASC 860, Transfers and Servicing, the right to earnings is not derecognized upon transfer as the Group is required to repurchase the right to earnings one year after the date of transfer. As of September 30, 2022, the amount of funds obtained from Pingan Puhui and the interest payable are 5,965,976 and
.
The below table provides the underlying collateral types of the gross obligations under repurchase agreements. For more information about pledged assets, refer to the Note 7(c).
December 31, 2021 | September 30, 2022 | |||||||
RMB | RMB | |||||||
Underlying collateral types of gross obligations | ||||||||
Repurchase agreements: | ||||||||
Loans principal, interest and financing service fee receivables | 45,250,000 | 5,965,976 | ||||||
Total repurchase agreements | 45,250,000 | 5,965,976 |
31
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
7 | Interest-bearing borrowings (continued) |
The below table provides the contractual maturities of the gross obligations under repurchase agreements.
Overnight | Up to 30 days | 30 to 90 days | Greater
than | Total gross obligations | ||||||||||||||||
RMB | RMB | RMB | RMB | RMB | ||||||||||||||||
Repurchase agreements | ||||||||||||||||||||
As of September 30,2022 | 5,965,976 | 5,965,976 | ||||||||||||||||||
As of December 31,2021 | 45,250,000 | 45,250,000 |
(b) | Other borrowings |
Note | Fixed interest rate per annum | Term | December
31 | September
30 | ||||||||||
RMB | RMB | |||||||||||||
Short-term: | ||||||||||||||
Investors of consolidated VIEs | (i) | 6.3% - 10.5 | % | Less than 1 year | 4,654,388,213 | 5,328,338,540 | ||||||||
Long-term: | ||||||||||||||
Investors of consolidated VIEs | (i) | 7.0% - 11.5 | % | Within 5 years | 3,330,334,482 | 2,210,471,212 | ||||||||
Interest payable to | ||||||||||||||
Investors of consolidated VIEs | (i) | 57,169,385 | 55,515,337 | |||||||||||
Total | 8,041,892,080 | 7,594,325,089 |
(i) | The financial liabilities arising from the VIEs with underlying investments in loans to customers are classified as payable in these unaudited condensed consolidated financial statements. It is because the Group has an obligation to pay senior tranches holders upon maturity dates based on the related terms of those consolidated structured funds. As of September 30, 2022, the borrowings from VIEs have principal RMB7,594,325,089, bearing interests from 6.3% to 11.5% per year. |
Aggregate annual maturities of long-term borrowing obligations (based on final maturity dates) are as follows:
September 30, 2022 | ||||||||||||||||||||||||||||
2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||
Investors of consolidated VIEs | 1,048,206,017 | 479,441,307 | 25,823,888 | 657,000,000 | 2,210,471,212 |
32
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
7 | Interest-bearing borrowings (continued) |
(c) | Pledged assets |
The Group pledges certain assets to secure borrowings under agreements to repurchase and other borrowings. The table provides the total carrying amounts of pledged assets by asset types.
December 31, 2021 | September 30, 2022 | |||||||
RMB | RMB | |||||||
Loans principal, interest and financing service fee receivables | 64,640,192 | 5,965,976 | ||||||
Total | 64,640,192 | 5,965,976 |
Amounts presented above include carrying value of RMB64,640,192 and RMB5,965,976 in collateral for repurchase agreements as of December 31, 2021 and September 30, 2022, respectively.
8 | Credit risk mitigation position |
December
31, 2021 | September
30, 2022 | |||||||
RMB | RMB | |||||||
Balance at the beginning of the year/period | 1,209,729,138 | 1,348,449,426 | ||||||
Increase during the year/period | 1,203,458,816 | 774,322,489 | ||||||
Decrease during the year/period | (1,052,004,847 | ) | (713,207,923 | ) | ||||
Confiscation during the year/period | (12,733,681 | ) | (47,592,378 | ) | ||||
Balance at the end of the year/period | 1,348,449,426 | 1,361,971,614 |
Under the collaboration model, the Group collaborates with sales partners who are dedicated to introduce the Group’s loan services to prospective borrowers. The sales partners need to place security deposits ranging from 10%-25% of the loans issued to the borrowers introduced by them (such contribution, the “credit risk mitigation position”) to the Group. The credit risk mitigation position will be transferred into an account designated by the Group and is fully refundable upon repayment of the loan the credit risk mitigation position is associated with.
33
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
9 | Accumulated other comprehensive losses |
Balance as of January 1, 2021 | Other comprehensive loss, net | Balance as of September 30, 2021 | ||||||||||
RMB | RMB | RMB | ||||||||||
Foreign currency translation adjustment (RMB) | (18,456,546 | ) | (1,618,941 | ) | (20,075,487 | ) |
Balance as of January 1, 2022 | Other comprehensive loss, net | Balance as of | ||||||||||
RMB | RMB | RMB | ||||||||||
Foreign currency translation adjustment (RMB) | (25,393,515 | ) | 18,747,601 | (6,645,914 | ) |
The amounts reclassified out of accumulated other comprehensive income represent realized gains on the investment securities upon their sales, which were then recorded in “realized gains/(losses) on sales of investments, net ” in the unaudited condensed consolidated statements of comprehensive income.
10 | Interest and financing service fees on loans |
Interest and financing service fees on loans, which include financing service fees on loans, are recognized in the unaudited condensed consolidated statements of comprehensive income using the effective interest method. Interest income on loans which is recognized with contractual interest rate were RMB1,319,660,155 and RMB1,178,852,531 for the period from January 1 to September 30, 2021 and 2022, respectively. Financing service fees on loans, are deferred and amortized over the contractual life of the related loans utilizing the effective interest method. Financing service fee on loans were RMB5,996,859 and RMB1,254,135 for the period from January 1 to September 30, 2021 and 2022, respectively.
34
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
10 | Interest and financing service fees on loans (continued) |
Interest and fees income and costs from traditional facilitation model and new collaboration model for the period from January 1, 2022 to September 30, 2022 are listed as below:
Nine months ended September 30, 2022 | ||||||||||||
Traditional facilitation model | Collaboration Model | Total | ||||||||||
RMB | RMB | RMB | ||||||||||
Interest and financing service fees on loans | 24,901,747 | 1,155,204,919 | 1,180,106,666 | |||||||||
Interests on deposits with banks | 530,044 | 8,225,880 | 8,755,924 | |||||||||
Interest expense on interest-bearing borrowings | (7,859,919 | ) | (575,730,015 | ) | (583,589,934 | ) | ||||||
Net interest and fees income | 17,571,872 | 587,700,784 | 605,272,656 | |||||||||
Interest income charged to sales partners | 89,501,328 | 89,501,328 | ||||||||||
Collaboration cost for sales partners | (241,162,974 | ) | (241,162,974 | ) | ||||||||
Net interest and fees income after collaboration cost | 17,571,872 | 436,039,138 | 453,611,010 | |||||||||
Provision for credit losses | 82,716,654 | (236,957,351 | ) | (154,240,697 | ) | |||||||
Net interest and fees income after collaboration cost and provision for credit losses | 100,288,526 | 199,081,787 | 299,370,313 |
11 | Interest income charged to sales partners |
In the event of a loan defaults and the sales partner chooses to repurchase such loan in installments, the Group charges certain percentage of the loan as the interest income charged to sales partners.
12 | Collaboration cost for sales partners |
The Group started to develop a new collaboration model in December 2018. Under such model, the Group collaborates with sales partners who are dedicated to introduce CNFinance Holdings Limited and its loan services to prospective borrowers. The unique feature of this collaboration model is that the sales partners will be required to deposit an amount equal to 10% - 25% of the loans issued to the borrowers introduced by them. In return, the Group will pay collaboration cost as sales incentives to the sales partners.
13 | Net gains on sales of loans |
As mentioned in Note 4, the Group transferred the delinquent loans to third parties. Net gains on sale of loans which summarizes the received from sales of loans are net gains of RMB17,878,084 and RMB51,040,366 for the period from January 1 to September 30, 2021 and 2022, respectively.
35
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
14 | Other expenses |
Nine months ended September 30, | ||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
Advertising and promotion expenses | 22,645,530 | 29,003,981 | ||||||
Litigation and Attorney fees | 14,292,490 | 12,776,243 | ||||||
Consulting fees | 7,082,325 | 7,953,685 | ||||||
Entertainment and travelling expenses | 7,136,849 | 6,837,373 | ||||||
Office and commute expenses | 6,767,838 | 5,531,007 | ||||||
Directors and officers liability insurance | 2,664,241 | 2,382,305 | ||||||
Depreciation and amortization | 3,095,009 | 1,800,560 | ||||||
Communication expenses | 3,249,141 | 1,721,714 | ||||||
Research and development expenses | 1,233,165 | 415,703 | ||||||
Others | 6,417,874 | 4,606,659 | ||||||
Total | 74,584,462 | 73,029,230 |
15 | Income tax expense |
The reconciliation of the PRC statutory income tax rate of 25% to the effective income tax rate is as follows:
Nine months ended September 30, | ||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
PRC statutory income tax rate | 25.00 | % | 25.00 | % | ||||
(Decrease)/increase in effective income tax rate resulting from: | ||||||||
Effect of tax-free income | (7.34 | )% | (0.18 | )% | ||||
Effect of non-deductible share option expense | 1.64 | % | 0.76 | % | ||||
Effect of zero tax rate in foreign countries | 0.19 | % | 0.27 | % | ||||
Effect of differential tax rates for non-PRC entities | (0.14 | )% | (0.53 | )% | ||||
Effect of non-deductible expenses | 0.28 | % | 0.34 | % | ||||
Changes in valuation allowance | 0.66 | % | (0.61 | )% | ||||
Others | 0.36 | % | (0.25 | )% | ||||
Effective income tax rate | 20.65 | % | 24.80 | % |
The Group’s only major jurisdiction is China where tax returns generally remain open and subject to examination by tax authorities for tax years 1999 onwards.
The Group did not have any significant unrecognized tax benefits, and no interest and penalty expenses were recorded in the nine months ended September 30, 2021 and September 30, 2022.
36
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
16 | Earnings per share |
The following table sets forth the computation of basic and diluted earnings per share for the nine months ended September 30, 2021 and 2022, for which the basic weighted average number of common shares are based on the 1,371,643,240 common shares issued by the Company, as if those shares were issued as of the earliest date presented.
Nine months ended September 30, | ||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
Net income | 169,855,888 | 107,214,293 | ||||||
Basic weighted average number of common shares outstanding | 1,371,643,240 | 1,371,643,240 | ||||||
Effect of dilutive share options | 137,172,125 | 132,236,758 | ||||||
Dilutive weighted average number of ordinary shares | 1,508,815,365 | 1,503,879,998 | ||||||
Basic earnings per share | 0.12 | 0.08 | ||||||
Diluted earnings per share | 0.11 | 0.07 |
During the nine months ended September 30, 2021 and 2022, the Group issued 187,933,730 and
ordinary shares to its share depositary bank, respectively. No consideration was received by the Group for the issuance. As of September 30, 2022, no share out of the total ordinary shares was used to settle share-based compensation. The 187,933,720 ordinary shares are legally issued and not outstanding, and have been excluded from the computation of earnings per share.
17 | Share-based compensation expenses |
(a) | Description of share-based compensation arrangements |
On January 3, 2017, the Group adopted a new share incentive plan, or the 2017 Share Incentive Plan. Options to purchase 187,933,730 ordinary shares pursuant to the 2017 Share Incentive Plan were issued to certain management and employees. Accordingly, 60%, 20% and 20% of the award options shall vest on December 31, each of the years 2017 to 2019, respectively. Unless terminated earlier, the 2017 Share Incentive Plan will terminate automatically in 2022.
On August 27, 2018, 2018 Share Incentive Plan (the “2018 Option”) for granting shares award of CNFinance Holdings Limited to certain management members and employees of the Group was issued to concurrently replace the 2017 Share Incentive Plan which granted Sincere Fame’s share. Except for the above mentioned change of grantor, all terms of the 2017 Share Incentive Plan and the 2018 Share Incentive Plan were the same. No change in the fair value, vesting conditions or the classification of the 2017 Share Incentive Plan and the 2018 Share Incentive Plan. In connection with the 2018 Option, 187,933,730 ordinary shares were issued to JPMorgan Chase Bank N.A. (the “Depositary”) as a reserve pool for future issuances upon the exercise of share options granted under the 2018 Option to the Group’s management members and employees. All shareholder rights of these 187,933,730 ordinary shares including but not limited to voting rights and dividend rights are unconditionally waived until the corresponding shares are exercised.
On December 31, 2019, the Group granted options to certain management and employees to purchase 119,674,780 ordinary shares pursuant to the 2018 Share Incentive Plan (the “2019 Option”). Accordingly, 50%, 30% and 20% of the award options shall vest on December 31, each of the years 2020 to 2022, respectively, with expiration dates on December 31, each of the years 2025 to 2027.
37
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
17 | Share-based compensation expenses (continued) |
Share-based payment transactions with employees, such as share options are measured based on the grant date fair value of the equity instrument. The Group recognizes the compensation costs net of estimated forfeitures over the applicable vesting period. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expenses to be recognized in future periods. There were no market conditions associated with the share option grants.
(b) | Fair value of share options and assumptions |
The fair value of options granted to employees is determined based on a number of factors including valuations. In determining the fair value of equity instruments, the Group referred to valuation reports prepared by an independent third-party appraisal firm, based on data the Group provided. The valuation reports provided the Group with guidelines in determining the fair value of the equity instruments, but the Group is ultimately responsible for the determination of all amounts related to share-based compensation recorded in the financial statements.
Excluding the options containing service vesting conditions, the Group calculated the estimated fair value of the options on the respective grant dates using a binomial option pricing model with assistance from independent valuation firms, with the following assumptions:
Share awards granted on January 3, 2017 (2018 Option) | Share awards granted on December 31, 2019 (2019 Option) | |||||||
Expected volatility | 40 | % | 41.52 | % | ||||
Expected dividends | ||||||||
Risk-free interest rate | 3.10 | % | 3.12 | % | ||||
Expected term (in years) | 5 | 5 | ||||||
Expected life (in years) | 6 | 8 |
The contractual life of the share option is used as an input into the binomial option pricing model. Exercise multiple and post-vesting forfeit are incorporated into the model as well.
2018 Option
When the options of the 2018 Option were issued, the Group’s shares had not been publicly traded and its shares were rarely traded privately. Therefore, the expected volatility is estimated based on the historical volatility of comparable entities with publicly traded shares for the period before the date of grant with length commensurate to contractual life of the options. Since the contractual life of the options is 6 years, the risk-free rate for the expected term of the options is determined based on the yield to maturity of China 6-year government bond at the date of grant.
2019 Option
When the options of the 2019 Option were issued, the Group’s shares were already publicly traded. Since the shares have only been publicly traded for just over a year, the expected volatility is estimated based on the historical volatility of comparable entities with publicly traded shares for the period before the date of grant with length commensurate to contractual life of the options. The contractual life of the options is 6 years, 7 years and 8 years, respectively. Therefore, the risk-free rate for the expected term of the options is determined based on the yield to maturity of China 5-year, 7-year and 10-year government bond, using interpolation method, at the date of grant.
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CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
17 | Share-based compensation expenses (continued) |
The Group has not declared or paid any cash dividends on its capital stock and does not anticipate any dividend payments on its ordinary shares in the foreseeable future.
If any of the assumptions used in the binomial option pricing model changes significantly, share-based compensation expenses for future awards may differ materially compared with the awards granted previously.
A summary of share option activity under the 2018 Option is as follows:
Number of shares | Weighted exercise | Weighted average grant date fair value | ||||||||||
RMB | RMB | |||||||||||
Balance, December 31, 2016 | ||||||||||||
Granted | 187,933,730 | 1.27 | ||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2017 | 187,933,730 | 1.27 | ||||||||||
Exercisable, December 31, 2017 | 112,760,238 | 1.27 | ||||||||||
Expected to vest, December 31, 2017 | 75,173,492 | 1.27 | ||||||||||
Balance, December 31, 2017 | 187,933,730 | 1.27 | ||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2018 | 187,933,730 | 1.27 | ||||||||||
Exercisable, December 31, 2018 | 150,346,984 | 1.27 | ||||||||||
Expected to vest, December 31, 2018 | 37,586,746 | 1.27 | ||||||||||
Balance, December 31, 2018 | 187,933,730 | 1.27 | ||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2019 | 187,933,730 | 1.27 | ||||||||||
Exercisable, December 31, 2019 | 187,933,730 | 1.27 | ||||||||||
Expected to vest, December 31, 2019 |
39
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
17 | Share-based compensation expenses (continued) |
A summary of share option activity under the 2019 Option is as follows:
Number of shares | Weighted average exercise price | Weighted average grant date fair value | ||||||||||
RMB | RMB | |||||||||||
Balance, December 31, 2018 | ||||||||||||
Granted | 119,674,780 | 0.72 | ||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2019 | 119,674,780 | 0.72 | ||||||||||
Exercisable, December 31, 2019 | ||||||||||||
Expected to vest, December 31, 2019 | 119,674,780 | 0.72 | ||||||||||
Balance, December 31, 2019 | 119,674,780 | 0.72 | ||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2020 | 119,674,780 | 0.72 | ||||||||||
Exercisable, December 31, 2020 | 59,837,390 | 0.72 | ||||||||||
Expected to vest, December 31, 2020 | 59,837,390 | 0.72 | ||||||||||
Balance, December 31, 2020 | 119,674,780 | 0.72 | ||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, December 31, 2021 | 119,674,780 | 0.72 | ||||||||||
Exercisable, December 31, 2021 | 95,739,824 | 0.72 | ||||||||||
Expected to vest, December 31, 2021 | 23,934,956 | 0.72 | ||||||||||
Balance, December 31, 2021 | 119,674,780 | 0.72 | ||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Surrendered | ||||||||||||
Balance, September 30, 2022 | 119,674,780 | 0.72 | ||||||||||
Exercisable, September 30, 2022 | 95,739,824 | 0.72 | ||||||||||
Expected to vest, September 30, 2022 | 23,934,956 | 0.72 |
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CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
17 | Share-based compensation expenses (continued) |
The following table sets forth the fair value of options and ordinary shares estimated at the dates of option grants indicated below with the assistance from an independent valuation firm.
Date of options grant | Options granted | Exercise price | Fair value of option | Fair value of ordinary shares | ||||||
January 3, 2017 | 75,173,492 | RMB0.50 | RMB1.26 | RMB1.72 | ||||||
January 3, 2017 | 112,760,238 | RMB0.50 | RMB1.27 | RMB1.72 | ||||||
December 31, 2019 | 83,772,346 | RMB1.00 | RMB0.71 | RMB1.40 | ||||||
December 31, 2019 | 35,902,434 | RMB1.00 | RMB0.75 | RMB1.40 |
For the option granted on January 3, 2017, the Group recognized compensation expenses of RMB39,715,168 and RMB15,886,067 in year 2018 and 2019, respectively. There was no income tax benefit recognized associated with the share-based compensation expenses. As of December 31, 2019, the expenses in relation to the 2018 Option have been fully recognized.
For the 2019 Option, the Group recognized compensation expenses of RMB62,073,367, RMB18,766,367 and 5,774,267 in year 2020, 2021 and 2022. There was no income tax benefit recognized associated with the share-based compensation expenses. As of September 30,2022, there is total unrecognized compensation cost of RMB1,443,567.
18 | Material related party transactions |
The Group did not have any related party transactions in the nine months ended September 30, 2021 and September 30, 2022.
19 | Operating leases |
The Group leases multiple office spaces which are contracted under various non-cancelable operating leases, most of which provide extension or early termination options and are generally expired in 1 to 4 years. The Group does not enter into any finance leases or leases where the Group is a lessor. Moreover, the existing operating lease agreements do not contain any residual value guarantees or material restrictive covenants.
Management determines if an arrangement is a lease at inception and record the leases in the financial statements upon lease commencement, which is the date when the underlying office space is made available for use by the lessor. The incremental borrowing rates determined for computing the lease liabilities are based on the People’s Bank of China (PBOC) Benchmark Rates for terms of loans ranging from zero (exclusive) to 5 years and above.
41
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
19 | Operating leases (continued) |
The following tables present the operating lease cost and other supplemental information:
Nine
months ended September 30, | ||||||||
2021 | 2022 | |||||||
RMB | RMB | |||||||
Operating lease cost (1) | 11,537,679 | 10,764,863 |
(1) | Amounts include short-term leases that are immaterial. |
December 31, 2021 | September 30, 2022 | |||||||
RMB | RMB | |||||||
Weighted-average remaining lease term | 1 Year | 1.15 Years | ||||||
Weighted-average discount rate | 4.73 | % | 4.73 | % | ||||
Cash paid for amounts included in the measurement of lease liabilities under operating cash flows | 15,478,630 | 10,804,573 | ||||||
ROU assets obtained in exchange for new operating lease liabilities | 16,196,806 | 15,545,649 |
The following represents the Group’s future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities (excluding short-term operating leases) as of September 30, 2022:
RMB | ||||
Remainder of 2022 | 3,775,068 | |||
Year ended December 31, | ||||
2023 | 9,693,979 | |||
2024 | 1,435,437 | |||
2025 | 246,756 | |||
2026 | 132,792 | |||
2027 | ||||
Thereafter | ||||
Total future operating lease payments | 15,284,032 | |||
Less: imputed interest | (453,578 | ) | ||
Total present value of operating lease liabilities | 14,830,454 |
42
CNFINANCE HOLDINGS LIMITED
Notes to the unaudited condensed consolidated financial statements
(Expressed in Renminbi unless otherwise stated)
20 | Commitments and contingencies |
The Group has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, the Group has not entered into any derivative contracts that are indexed to the Group’s shares and classified as shareholders’ equity, or that are not reflected in the Group’s unaudited condensed consolidated financial statements. Furthermore, the Group does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, the Group does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group.
21 | Subsequent events |
The Group has considered subsequent events through December 2, 2022, which was the date of these unaudited condensed consolidated financial statements were issued, and has determined none of these events were required to be recognized or disclosed in the unaudited condensed consolidated financial statements and related notes.
43