UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2019

 

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 x     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): ¨

 

 
 
 
 

 

EXHIBIT INDEX

 

Exhibit No.

Description of Document

 

99.1

 

Press release dated December 19, 2019 Dunxin Financial Holdings Limited Reports Financial Results for the First Six Months of 2019

  

 

2

 
 

 

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: December 19, 2019

By:

/s/ Ricky Qizhi Wei

 

Name:

Ricky Qizhi Wei

 

Title:

Chairman and Chief Executive Officer

 

 

 3

 

dxf_ex991.htm

EXHIBIT 99.1

 

Dunxin Financial Holdings Limited Reports Financial Results for the First Six Months of 2019

 

WUHAN, HUBEI, China—Dec 19, 2019—Dunxin Financial Holdings Limited (“Dunxin” or the “Company”) (NYSE American: DXF), a leading licensed microfinance lender serving individuals and small and medium enterprises (SMEs) in Hubei Province, China, today announced its unaudited financial results for the first six months of 2019. The unaudited consolidated financial statements and other financial information included in this press release have been prepared in conformity with International Financial Reporting Standards (“IFRS”) and stated in Renminbi (“RMB”) unless otherwise indicated.

 

First Six Months 2019 Highlights

 

 

·Total outstanding principal balance of loans reached RMB812.8 million (US$118.4 million) as of June 30, 2019, representing a decrease of 0.3% from RMB814.9 million as of June 30, 2018.

 

 

 

 

·Total interest income reached RMB75.5 million (US$11.0 million) in the first six months of 2019, representing an increase of 49.2% from RMB50.6 million in the same period of the prior year.

 

 

 

 

·Net interest income reached RMB65.5 million (US$9.5 million) in the first six months of 2019, representing an increase of 78.0% from RMB36.8 million in the same period of the prior year.

 

 

 

 

·Net profit was RMB34.5 million (US$5.0 million) in the first six months of 2019, representing an increase of 155.6% from RMB13.5 million in the same period of the prior year.

 

 

 

 

·Earnings per American Depositary Share (“ADS”) was US$0.19 in the first six month of 2019, compared to US$0.08 in prior year period.

 

First Six Months 2019 Financial Results

 

Interest Income on Loans

 

Interest income on loans for the first six months of 2019 increased by 49.2% to RMB75.5 million (US$11.0 million) from RMB50.6 million in the same period of the prior year. The increase was primarily attributable to 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.

 

 
1
 
 

  

Interest expense

 

Interest expenses on loans decreased to RMB9.8 million (US$1.4 million) for the first six months of 2019 from RMB13.6 million in the same period of the prior year. The reduction was mainly due to the decrease in average outstanding borrowings from RMB240.2 million in the first six months of 2018 to RMB203.8 million (US$29.7 million) in the first six months of 2019, which resulted in a RMB1.9 million (US$0.3 million) decrease in the Company’s interest expenses on loans. Also, the effective cost of borrowings decreased from 11.3% in the first six months of 2018 to 9.6% in the first six months of 2019, which resulted in a RMB1.9 million (US$0.3 million) decrease in the Company’s interest expenses on loans.

 

Net interest income

 

Net interest income for the first six months of 2019 was RMB65.5 million (US$9.5 million), representing a 78.0% increase from RMB36.8 million in the same period of the prior year.

 

Credit impairment losses

 

Credit impairment losses for the first six months of 2019 decreased from RMB11.6 million to RMB11.3 million (US$1.6 million). The credit impairment losses were provided at a similar level last year.

 

Operation expenses

 

Sales and marketing expenses for the first six months of 2019 increased to RMB0.6 million (US$0.1 million) from RMB0.5 million in the same period of the prior year. The increase was primarily attributable to the cost incurred in developing the new supply chain finance cloud platform.

 

General and administrative expenses increased from RMB6.7 million for the first six months of 2018 to RMB7.5 million (US$1.1 million) for the first six months of 2019. The increase was primarily attributable to the increase in certain administrative and miscellaneous expenses.

 

Net Profit and Earnings per ADS

 

Net profit was RMB34.5 million (US$5.0 million) for the first six months of 2019, as compared to RMB13.5 million in the same period of the prior year.

 

Earnings per ADS for the first six months of 2019 was US$0.19, compared to US$0.08 in the same period of the prior year.

 

 
2
 
 

 

Balance Sheet

 

As of June 30, 2019, the Company had cash and cash equivalents of RMB0.1 million (US$0.02 million) compared to RMB3.2 million as of December 31, 2018.

 

Loans receivable, net of credit impairment losses of RMB405.6 million (US$59.1 million), was RMB620.1 million (US$90.3 million) as of June 30, 2019, representing an increase of 7.0% from RMB579.7 million as of December 31, 2018, primarily due to 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.

 

Cash Flow

 

Net cash generated by operating activities for the first six months of 2019 was RMB2.5 million (US$0.4 million) compared to RMB12.7 million net cash used in operating activities in the same period of prior year.

 

 
3
 
 

   

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$1.00 = RMB6.8650 on June 30, 2019 as set forth in the H.10 weekly statistical release of the Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate on June 30, 2019, or at any other date. The percentages stated are calculated based on RMB amounts.

 

About Dunxin Financial Holdings Limited

 

Dunxin Financial Holdings Limited (“DXF”) is one of the leading licensed microfinance lenders in Hubei Province, China. We have been granted a microfinance license by the Financial Affairs Office of the Hubei Provincial People’s Government to provide loans to individuals, small and medium-sized enterprises. We were awarded as the Vice President Unit of China Micro-credit Companies Association under the China Banking Regulatory Commission in January 2017 and the President Unit of Hubei Micro-credit Company Association in December 2017. In 2016, we were recognized as a “National Excellent Microfinance Company” by China Micro-credit Companies Association. We have been named one of the “Top 100 Most Competitive Microfinance Companies in China” by China Microfinance Institution Association for four consecutive years since 2013, an “AA- Credit Rating Enterprise” by China Credit Management Co., Ltd in August 2017, and a “Top 10 Private Enterprises in Wuchang District, Wuhan City” by the People’s Government of Wuchang District in July 2017. The Group has a strong capital base and professional credit business experience in microfinance industry. For more information, please visit the Company’s website at www.dunxin.us.

 

For additional information, please contact: +86-13655939932.

 

 
4
 
 

 

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

 

 

 

2018

RMB

 

 

2019

RMB

 

 

2019

US$

 

 

 

 

 

 

 

 

 

 

 

Interest income on loans

 

 

50,606

 

 

 

75,472

 

 

 

10,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expenses on loans

 

 

(13,619)

 

 

(9,766)

 

 

(1,422)

Business related taxes and surcharges

 

 

(198)

 

 

(217)

 

 

(32)

Total interest expense

 

 

(13,817)

 

 

(9,983)

 

 

(1,454)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

36,789

 

 

 

65,489

 

 

 

9,540

 

Credit impairment losses

 

 

(11,606)

 

 

(11,338)

 

 

(1,652)

Net interest income after credit impairment losses

 

 

25,183

 

 

 

54,151

 

 

 

7,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest and other income

 

 

174

 

 

 

3

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(509)

 

 

(642)

 

 

(94)

General and administrative

 

 

(6,720)

 

 

(7,505)

 

 

(1,093)

Total operating costs and expenses

 

 

(7,229)

 

 

(8,147)

 

 

(1,187)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

18,128

 

 

 

46,007

 

 

 

6,701

 

Income tax expense

 

 

(4,580)

 

 

(11,502)

 

 

(1,675)

Net profit

 

 

13,548

 

 

 

34,505

 

 

 

5,026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

29

 

 

 

(398)

 

 

(58)

Total comprehensive income for the period

 

 

13,577

 

 

 

34,107

 

 

 

4,968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

10,838

 

 

 

27,604

 

 

 

4,021

 

Non-controlling interests

 

 

2,710

 

 

 

6,901

 

 

 

1,005

 

Net profit

 

 

13,548

 

 

 

34,505

 

 

 

5,026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

Equity holders of the Company

 

 

10,862

 

 

 

27,286

 

 

 

3,975

 

Non-controlling interests

 

 

2,715

 

 

 

6,821

 

 

 

993

 

Total comprehensive income

 

 

13,577

 

 

 

34,107

 

 

 

4,968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic and diluted (in RMB)

 

 

0.01

 

 

 

0.03

 

 

 

 

 

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

 

 

0.08

 

 

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding in the period (‘000)

 

 

1,000,000

 

 

 

1,000,862

 

 

 

 

 

Weighted average ADS outstanding in the period (‘000)

 

 

20,833

 

 

 

20,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One ADS represents 48 ordinary shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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,

 

 

 

2018

 

 

2019

 

 

2019

 

 

 

RMB

 

 

RMB

 

 

US$

 

 

 

 

 

Unaudited

 

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

3,188

 

 

 

139

 

 

 

20

 

Interest receivables, net of credit impairment losses

 

 

7,057

 

 

 

19,298

 

 

 

2,811

 

Loans receivable, net of credit impairment losses

 

 

579,654

 

 

 

620,088

 

 

 

90,326

 

Prepaid expenses and others

 

 

1,038

 

 

 

794

 

 

 

116

 

Total current assets

 

 

590,937

 

 

 

640,319

 

 

 

93,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

50,824

 

 

 

49,639

 

 

 

7,231

 

Intangible asset

 

 

9

 

 

 

8

 

 

 

1

 

Total non-current assets

 

 

50,833

 

 

 

49,647

 

 

 

7,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

641,770

 

 

 

689,966

 

 

 

100,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Loans payable

 

 

200,417

 

 

 

195,608

 

 

 

28,494

 

Salary and benefit payable

 

 

1,411

 

 

 

3,228

 

 

 

470

 

Income taxes payable

 

 

32,477

 

 

 

43,979

 

 

 

6,406

 

Interest payable

 

 

5,139

 

 

 

10,982

 

 

 

1,600

 

Other payable

 

 

35,260

 

 

 

34,200

 

 

 

4,982

 

Total current liabilities

 

 

274,704

 

 

 

287,997

 

 

 

41,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserve attributable to equity holders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

326

 

 

 

326

 

 

 

47

 

Additional paid-in capital

 

 

383,174

 

 

 

383,174

 

 

 

55,816

 

Statutory reserve

 

 

14,017

 

 

 

14,017

 

 

 

2,042

 

General risk reserve

 

 

9,885

 

 

 

9,885

 

 

 

1,440

 

Foreign currency translation reserve

 

 

(493)

 

 

(174)

 

 

(25)

Accumulated losses

 

 

(113,257)

 

 

(85,652)

 

 

(12,477)

Non-controlling interests in equity

 

 

73,414

 

 

 

80,393

 

 

 

11,710

 

Total shareholders’ equity

 

 

367,066

 

 

 

401,969

 

 

 

58,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

641,770

 

 

 

689,966

 

 

 

100,505

 

 

 
6
 
 

 

DUNXIN FINANCIAL HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Thousands of Chinese Renminbi Yuan)

 

 

 

For the six months ended June 30,

 

 

 

2018

 

 

2019

 

 

2019

 

 

 

RMB

 

 

RMB

 

 

US$

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Profit before income taxes

 

 

18,128

 

 

 

46,007

 

 

 

6,701

 

Adjustments for:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

202

 

 

 

1,455

 

 

 

212

 

Amortization of intangible asset

 

 

-

 

 

 

1

 

 

 

-

 

Credit impairment losses

 

 

11,606

 

 

 

11,338

 

 

 

1,652

 

Share-based compensation

 

 

297

 

 

 

-

 

 

 

-

 

Operating profit before working capital changes

 

 

30,233

 

 

 

58,801

 

 

 

8,565

 

Interest receivables

 

 

(14,028)

 

 

(15,228)

 

 

(2,218)

Loan receivables

 

 

(23,890)

 

 

(48,785)

 

 

(7,106)

Prepaid expenses and others

 

 

(500)

 

 

244

 

 

 

35

 

Advance from customers

 

 

(112)

 

 

-

 

 

 

-

 

Salary and benefit payable

 

 

(2,378)

 

 

1,817

 

 

 

265

 

Interest payable

 

 

1,450

 

 

 

5,843

 

 

 

851

 

Other payable

 

 

(2,927)

 

 

(217)

 

 

(32)

Cash (used in)/generated by operating activities

 

 

(12,152)

 

 

2,475

 

 

 

360

 

Income tax paid

 

 

(509)

 

 

-

 

 

 

-

 

Net cash (used in)/generated by operating activities

 

 

(12,661)

 

 

2,475

 

 

 

360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(18)

 

 

(270)

 

 

(39)

Prepayment for property

 

 

(11,654)

 

 

-

 

 

 

-

 

Net cash used in investing activities

 

 

(11,672)

 

 

(270)

 

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds received from related party loans

 

 

-

 

 

 

17,350

 

 

 

2,527

 

Repayment of loans to related party

 

 

-

 

 

 

(11,800)

 

 

(1,719)

Proceeds received from shareholders loans

 

 

-

 

 

 

13,000

 

 

 

1,894

 

Repayment of shareholders loans

 

 

-

 

 

 

(3,000)

 

 

(437)

Proceeds received from loan payable

 

 

200,180

 

 

 

47,300

 

 

 

6,890

 

Repayments of loan payable

 

 

(196,960)

 

 

(68,502)

 

 

(9,978)

Net cash generated by/(used in) financing activities

 

 

3,220

 

 

 

(5,652)

 

 

(823)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(21,113)

 

 

(3,447)

 

 

(502)

Cash and cash equivalents at beginning of the period

 

 

21,717

 

 

 

3,188

 

 

 

464

 

Exchange (losses)/gains on cash and cash equivalents

 

 

(29)

 

 

398

 

 

 

58

 

Cash and cash equivalents at end of the period

 

 

575

 

 

 

139

 

 

 

20

 

  

 

 7