UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2021

 

Commission file number: 001-34958

 

DUNXIN FINANCIAL HOLDINGS LIMITED

 

23rd Floor, Lianfa International Building

128 Xudong Road, Wuchang District

Wuhan City, Hubei Province 430063

People’s Republic of China

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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 Regulations S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Attached as Exhibit 99.1 to this report is a press release of Dunxin Financial Holdings Limited (the “Company”), dated August 27, 2021, regarding the Company’s unaudited financial results for the six months ended June 30, 2021.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report on Form 6-K and the exhibit hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

 

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.

 

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the headings “Item 3. Key Information—D. Risk Factors” and elsewhere in the Company’s Form 20-F filed with the Securities and Exchange Commission (“SEC”) on April 29, 2021, in this report on Form 6-K and the exhibit hereto.

 

 

2

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release

 

 

3

 

 

SIGNATURE

 

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.

 

  Dunxin Financial Holdings Limited
       
Date: August 27, 2021 By: /s/ Ricky Qizhi Wei

 

Name:

Ricky Qizhi Wei  
  Title: Chairman and Chief Executive Officer  

 

 

4

 

 

EXHIBIT 99.1

 

Dunxin Financial Holdings Limited Reports Financial Results for the First Six Months of 2021

 

WUHAN, HUBEI, China—August 27, 2021—Dunxin Financial Holdings Limited (“Dunxin” or the “Company”) (NYSE American: DXF), a licensed microfinance lender servicing individuals and small and medium enterprises (“SMEs”) in Hubei Province, China, today announced its unaudited financial results for the first six months of 2021. The unaudited consolidated financial statements and other financial information included in this press release have been stated in Renminbi (“RMB”) unless otherwise indicated.

 

First Six Months 2021 Highlights

 

 

Total outstanding principal balance of loans dropped to RMB754.7 million (US$116.9 million) as of June 30, 2021, representing a decrease of 1.1% from RMB763.0 million as of December 31, 2020.

 

Loans receivable, net of credit impairment losses of RMB478.4 million (US$74.1 million), was RMB736.9 million (US$114.1 million) as of June 30, 2021, representing an increase of 11.3% from RMB662.2 million as of December 31, 2020.

 

Total interest income reached RMB82.6 million (US$12.8 million) in the first six months of 2021, representing an increase of 60.6% from RMB51.4 million in the same period of the prior year.

 

Net interest income reached RMB72.8 million (US$11.3 million) in the first six months of 2021, representing an increase of 80.0% from RMB40.4 million in the same period of the prior year.

 

Net profit was RMB70.7 million (US$10.9 million) in the first six months of 2021, representing an increase of 1,829.0% from RMB3.7 million in the same period of the prior year.

 

Earnings per American Depositary Share (“ADS”) was US$0.52 in the first six months of 2021 compared to US$0.02 in the same period of the prior year.

 

First Six Months 2021 Financial Results

 

Interest Income on Loans

 

Interest income on loans primarily consists of the accrued interest of Stage 3 credit-impaired loans. Accrued interest is the present value of the estimated future cash flows of credit-impaired loans expected to be recovered, discounted at the loan’s original effective interest rate. Interest income on loans for the first six months of 2021 increased by 60.6% to RMB82.6 million (US$12.8 million) from RMB51.4 million in the same period of the prior year. The increase was primarily attributable to the increase in the present value of interest receivable as a result of the loans approaching closer to the maturity date, while the principal amount slightly declined.

 

Interest Expense

 

Interest expenses on loans decreased to RMB9.5 million (US$1.5 million) for the first six months of 2021 from RMB10.8 million in the same period of the prior year. The decrease was mainly due to the repayment of loan principal by RMB10.0 million in the first six months of 2021, which resulted in a RMB1.3 million (US$0.2 million) decrease in the Company’s interest expenses on loans.

 

Net Interest Income

 

Net interest income for the first six months of 2021 was RMB72.8 million (US$11.3 million), representing an 80.0% increase from RMB40.4 million in the same period of the prior year.

 

Credit Impairment Losses

 

The Company maintains the allowance for loan losses, as presented in the financial statements, at a level it considers to be reasonable by management to absorb probable losses inherent in the loan portfolio as of each balance sheet date. The management evaluates the adequacy of the allowance for loan losses on a regular basis or more often as necessary. The allowance is based on the past loan loss history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

 

 

 

 

There was an addition of credit impairment losses of RMB32.5 million for the first six months of 2020. The Company reversed the credit impairment losses to RMB0.4 million for the first six months of 2021. The reversal was primarily due to repayment of certain loan receivables to the Company during the first six months of 2021. Therefore, the Company reversed the over-provision of credit impairment losses recognised in the prior period. Although the economic and business environment for SMEs remained challenging and some of the Company’s loan customers were experiencing financial difficulty, the Company believed that the recoverability of loan was much more optimistic due to effective government controls of the epidemic and therefore no additional credit impairment loss was provided for the first six months of 2021. The Company assessed credit loss allowance on these credit-impaired loans based on an assessment of the recoverable cash flows under a range of scenarios, including the realization of any collateral held where appropriate. The loss provisions held represent the difference between the present value of the cash flows expected to be recovered, discounted at the instrument’s original effective interest rate, and the gross carrying value of the instrument prior to any credit impairment.

 

Operation Expenses

 

Operating expenses consisted solely of general and administrative expenses, which decreased from RMB4.3 million for the first six months of 2020 to RMB2.5 million (US$0.4 million) for the first six months of 2021. The decrease was primarily attributable to the Company’s efforts to control costs.

 

Net Profit and Earnings per ADS

 

As a result of the foregoing, net profit was RMB70.7 million (US$10.9 million) for the first six months of 2021, as compared to RMB3.7 million in the same period of the prior year.

 

Earnings per ADS for the first six months of 2021 was US$0.52, compared to US$0.02 in the same period of the prior year.

 

Balance Sheet

 

As of June 30, 2021, the Company had cash and restricted cash of RMB96,000 (US$15,000) compared to RMB97,000 as of December 31, 2020. Most cash deposits with the bank are frozen by court orders as the Company is involved in multiple legal proceedings, administrative proceedings, claims and other litigation as a result of overdue payments to service providers and loans payable to the lenders.

 

Loans receivable, net of credit impairment losses of RMB478.4 million (US$74.1 million), was RMB736.9 million (US$114.1 million) as of June 30, 2021, representing an increase of 11.3% from RMB662.2 million as of December 31, 2020, primarily due to accrual of interest. Accrued interest is the present value of the estimated future cash flows of credit-impaired loans expected to be recovered, discounted at the loan’s original effective interest rate.

 

As of December 31, 2020 and June 30, 2021, loans payable to third parties, related parties and shareholders, amounting to RMB161.6 million(US$25.0 million) are all overdue. Although certain loans payable were negotiated with new schedules of repayments, the Company is unable to fulfill those obligations due to liquidity issues.

 

Cash Flow

 

Net cash used by operating activities for the first six months of 2021 was RMB1,000 compared to RMB5,000 net cash used by operating activities in the same period of the prior year and the Company has very limited liquidity available to fulfill its obligations for the first six months of 2021.

 

 
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COVID-19

 

Since December 2019, COVID-19 has become widespread in China and many other countries. The epidemic has resulted in mandatory quarantines, travel restrictions, and the temporary closure of stores and facilities in China and other parts of the world, and certain areas remain subject to such heightened measures. In March 2020, the World Health Organization declared the COVID-19 a pandemic. As a company headquartered in Wuhan, the epicenter of the pandemic, with substantially all operating activities, revenues and workforce in Wuhan, the Company’s results of operations and financial outlook were materially and adversely affected by the outbreak of COVID-19 including, but not limited to, delays in loan payments and collection of accounts receivable, decrease in business development.

 

The outbreak of COVID-19 and the resulting widespread health crisis has also adversely affected economies and financial markets in China and globally, which could result in an economic downturn that could affect our operations and future revenue and operating results.

 

While the Company has undertaken a series of mitigating initiates and efforts to alleviate impact of COVID -19 on its business, including but not limited to, proactively working with its customers to collect payments and renegotiating of the repayment schedule with its creditors as well as carefully controlling its administrative expenses. There is no assurance that these initiatives and efforts will successfully mitigate the impact. In addition, the Company’s business operations could be disrupted if any of its employees is suspected of having or has COVID-19 or any other epidemic disease, since it could require the Company’s employees to be quarantined and/or its offices to be closed for disinfection or other remedial measures.

 

Although the COVID-19 epidemic appears to be contained in China, waves of new infections still occur from time to time. While vaccines for COVID-19 are being, and have been developed, there is no guarantee that any such vaccine will be effective, work as expected or be made available or will be accepted on a significant scale and in a timely manner. Furthermore, variations of virus were recently found on confirmed cases outside China. The outlook for COVID-19 remains fluid and its long-term implications on the Company’s business and results of operations are uncertain. The extent to which this outbreak impacts the Company’s results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information that may emerge concerning the severity of this outbreak and future actions, if any, to contain this outbreak or treat its impact, among others. The Company is closely monitoring the pandemic and its impact on the Company.

 

Safe Harbor Statement

 

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “going forward,” “outlook” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

 

Exchange Rate Information

 

The United States dollar (US$) amounts disclosed in this press release are presented solely for the convenience of the reader. Translations of amounts from Renminbi (“RMB”) into United States dollars for the convenience of the reader were calculated at the certified exchange rate of US$1.00 = RMB6.4566 on June 30, 2021 as set forth in the H.10 weekly statistical release of The Board of Governors of the Federal Reserve System. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate on June 30, 2021, or at any other date. The percentages stated are calculated based on RMB amounts.

 

 
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About Dunxin

 

Dunxin is a licensed microfinance lender in Hubei Province, China. The Company has been granted a microfinance license by the Financial Affairs Office of the Hubei Provincial People’s Government to provide loans to individuals and SMEs. The Company was recognized as the Vice President Unit of China Micro-credit Companies Association under the China Banking Regulatory Commission in January 2017 and was a Member Unit of Hubei Micro-credit Company Association from December 2013 to December 2016. In October 2016, the Company was recognized as a “National Excellent Microfinance Company” by China Micro-credit Companies Association. The Company was named one of the “Top 100 Most Competitive Microfinance Companies in China” by China Microfinance Institution Association in 2014, 2015 and 2017. The Company has professional credit business experience in the microfinance industry in China. For more information, please visit the Company’s website at http://en.hbctxed.com/.

 

For additional information, please contact

 

Mr. Johnny Zhou

Chief Financial Officer

Telephone: +86-13917303401

 

 
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DUNXIN FINANCIAL HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in Thousands of Chinese Renminbi Yuan, except per share and per ADS amounts)

 

 

 

For the six months ended June 30

 

 

 

2020

RMB

 

 

2021

RMB

 

 

2021

US$

 

 

 

 

 

 

 

 

 

 

 

Interest income on loans

 

 

51,416

 

 

 

82,562

 

 

 

12,783

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses on loans

 

 

(10,756 )

 

 

(9,473 )

 

 

(1,467 )

Business related taxes and surcharges

 

 

(217 )

 

 

(304 )

 

 

(47 )

Total interest expense

 

 

(10,973 )

 

 

(9,777 )

 

 

(1,514 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

40,443

 

 

 

72,785

 

 

 

11,269

 

(Addition)/reversal of credit impairment losses

 

 

(32,490 )

 

 

416

 

 

 

64

 

Net interest income after credit impairment losses

 

 

7,953

 

 

 

73,201

 

 

 

11,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

(4,287 )

 

 

(2,502 )

 

 

(387 )

Total operating costs and expenses

 

 

(4,287 )

 

 

(2,502 )

 

 

(387 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

3,666

 

 

 

70,699

 

 

 

10,946

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

Net profit

 

 

3,666

 

 

 

70,699

 

 

 

10,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income for the period:

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of financial statements of entities outside the mainland of the People’s Republic of China

 

 

36

 

 

 

(10 )

 

 

(3 )

Total comprehensive income for the period

 

 

3,702

 

 

 

70,689

 

 

 

10,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

2,932

 

 

 

56,558

 

 

 

7,856

 

Non-controlling interests

 

 

733

 

 

 

14,141

 

 

 

2,189

 

Net profit

 

 

3,665

 

 

 

70,699

 

 

 

10,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

2,962

 

 

 

56,551

 

 

 

8,754

 

Non-controlling interests

 

 

740

 

 

 

14,138

 

 

 

2,189

 

Total comprehensive income

 

 

3,702

 

 

 

70,689

 

 

 

10,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic and diluted (in RMB)

 

*

 

 

 

0.07

 

 

 

 

 

Earnings per ADS - basic and diluted (in US$)

 

 

0.02

 

 

 

0.52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding in the period (‘000)

 

 

1,001,131

 

 

 

1,002,201

 

 

 

 

 

Weighted average ADS outstanding in the period (‘000)

 

 

20,857

 

 

 

20,879

 

 

 

 

 

 

One ADS represents 48 ordinary shares.

* Less than 0.01.

 

 
5

 

 

DUNXIN FINANCIAL HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Thousands of Chinese Renminbi Yuan)

 

 

 

As of

 

 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2021

 

 

2021

 

 

 

RMB

 

 

RMB

 

 

US$

 

 

 

 

 

Unaudited

 

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and restricted cash

 

 

97

 

 

 

96

 

 

 

15

 

Loans receivable, net of credit impairment losses

 

 

662,183

 

 

 

736,861

 

 

 

114,125

 

Prepaid expenses and others

 

 

809

 

 

 

841

 

 

 

130

 

Total current assets

 

 

663,089

 

 

 

737,798

 

 

 

114,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

45,153

 

 

 

43,665

 

 

 

6,763

 

Intangible asset

 

 

6

 

 

 

6

 

 

 

1

 

Total non-current assets

 

 

45,159

 

 

 

43,671

 

 

 

6,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

708,248

 

 

 

781,469

 

 

 

121,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Loans payable

 

 

171,569

 

 

 

161,569

 

 

 

25,024

 

Salary and benefit payable

 

 

7,660

 

 

 

8,507

 

 

 

1,318

 

Income taxes payable

 

 

32,477

 

 

 

32,477

 

 

 

5,030

 

Interest payable

 

 

36,122

 

 

 

45,594

 

 

 

7,062

 

Other payable

 

 

14,116

 

 

 

16,311

 

 

 

2,525

 

Total current liabilities

 

 

261,944

 

 

 

264,458

 

 

 

40,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserve attributable to equity holders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

326

 

 

 

326

 

 

 

50

 

Additional paid-in capital

 

 

383,174

 

 

 

383,174

 

 

 

59,346

 

Statutory reserve

 

 

18,706

 

 

 

18,706

 

 

 

2,897

 

General risk reserve

 

 

9,180

 

 

 

9,180

 

 

 

1,422

 

Foreign currency translation reserve

 

 

(27 )

 

 

(20 )

 

 

(2 )

(Accumulated losses)/retained earnings

 

 

(54,316 )

 

 

2,242

 

 

 

347

 

Non-controlling interests in equity

 

 

89,261

 

 

 

103,403

 

 

 

16,015

 

Total shareholders’ equity

 

 

446,304

 

 

 

517,011

 

 

 

80,075

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

708,248

 

 

 

781,469

 

 

 

121,034

 

 

 
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DUNXIN FINANCIAL HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Thousands of Chinese Renminbi Yuan)

 

 

 

For the six months ended June 30,

 

 

 

2020

 

 

2021

 

 

2021

 

 

 

RMB

 

 

RMB

 

 

US$

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

3,666

 

 

 

70,699

 

 

 

10,946

 

Adjustments for:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

1,489

 

 

 

1,489

 

 

 

229

 

Amortization of intangible asset

 

 

-

 

 

 

-

 

 

 

-

 

Addition/(reversal) of credit impairment losses

 

 

32,490

 

 

 

(416 )

 

 

(64 )

Share-based compensation

 

 

70

 

 

 

-

 

 

 

-

 

Operating profit before working capital changes

 

 

37,715

 

 

 

71,772

 

 

 

11,111

 

Loan receivables

 

 

(51,065 )

 

 

(74,262 )

 

 

(11,498 )

Prepaid expenses and others

 

 

(150 )

 

 

(32 )

 

 

(5 )

Salary and benefit payable

 

 

1,974

 

 

 

847

 

 

 

131

 

Loan payable

 

 

-

 

 

 

(10,000 )

 

 

(1,548 )

Interest payable

 

 

10,557

 

 

 

9,472

 

 

 

1,466

 

Other payable

 

 

964

 

 

 

2,202

 

 

 

343

 

Cash used in operating activities

 

 

(5 )

 

 

(1 )

 

*

 

Income tax paid

 

 

-

 

 

 

-

 

 

 

-

 

Net cash used in operating activities

 

 

(5 )

 

 

(1 )

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and restricted cash

 

 

(5 )

 

 

(1 )

 

*

 

Cash and restricted cash at beginning of the period

 

 

132

 

 

 

97

 

 

 

15

 

Exchange losses on cash and restricted cash

 

 

(36 )

 

 

-

 

 

 

-

 

Cash and restricted cash at end of the period

 

 

91

 

 

 

96

 

 

 

15

 

 

* Less than US$1,000.

 

 
7