| 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 March 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): ¨
Dunxin Financial Holdings Limited (the “Company”) is furnishing this current report on Form 6-K to report the dismissal of RT LLP (the “Former Auditors”) effective February 28, 2019 and that the Company has appointed Marcum Bernstein & Pinchuk LLP (the “Successor Auditors”) as successor auditor of the Company effective February 28, 2019 and for the fiscal year ended December 31, 2018.
In connection therewith, the Company provides that:
1. the resignation of the Former Auditors and the appointment of the Successor Auditors have been considered and approved by the Company's audit committee and board of directors;
2. the Former Auditors' reports on any of the Company's consolidated financial statements for the fiscal years ended December 31, 2017 or 2016 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles;
3. during the Company's fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period on or prior to the resignation of the Former Auditors: (a) there were no disagreements between the Company and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F have occurred.
The Company provided the Former Auditors with a copy of this Form 6-K and requested that the Former Auditors provide the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the Former Auditors' letter is furnished as Exhibit 99.1 to this Form 6-K.
During the Company’s most recent two fiscal years and through the subsequent interim period on or prior to the appointment of the Successor Auditors, neither the Company nor anyone on its behalf has consulted with the Successor Auditors on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F for the year ended December 31, 2018 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 99.1 reference into its Form 20-F to the extent necessary to satisfy such reporting obligations.
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EXHIBIT INDEX
| Exhibit No. | Description of Document | |
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| Letter from RT LLP to Securities and Exchange Commission, dated February 28, 2019. | ||
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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.
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| Dunxin Financial Holdings Limited | ||
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| Date: March 4, 2019 | By: | /s/ Ricky Qizhi Wei | |
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| Name: | Ricky Qizhi Wei | |
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| Title: | Chairman and Chief Executive Officer | |
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EXHIBIT 99.1
February 28, 2019
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
United States of America
Commissioners:
We have read the statements made by Dunxin Financial Holdings Limited (copy attached), which we understand will be furnished to the Securities and Exchange Commission, as part of the Form 6-K of Dunxin Financial Holdings Limited dated February 28, 2019. We agree with the statements concerning our Firm in such Form 6-K.
Very truly yours,
/RT/
RT LLP
EXHIBIT 99.2
WUHAN, HUBEI, China—March 4, 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 the change of auditor from RT LLP to Marcum Bernstein & Pinchuk LLP (“Marcum BP”) as its independent registered public accounting firm for the fiscal year ended December 31, 2018. The Audit Committee and the Board of Directors of the Company approved the appointment of Marcum BP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018.
In connection with the change of auditor, the Company provides that during the Company’s fiscal years ended December 31, 2017 and 2016 and through the subsequent interim period on or prior to the resignation of the former auditors: (a) there were no disagreements between the Company and the former auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F have occurred.
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. Sponsored by the China Micro-credit Companies Association and co-organized by the local associations, the National Excellent Microfinance Company Award 2018 is one of the most well-recognized and authoritative award campaigns in China's micro-credit industry. A total of 398 micro-credit companies across the country were shortlisted for the prize, and because of its comprehensive strength and brand name, we were accredited as a National Excellent Microfinance Company in December 2018. 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.
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.
For additional information, please contact:
Dunxin Financial Holdings Limited
Ms. Claire Chen
Telephone: +86 (27) 8851 7899
Email: ir@dunxin.us