6-K

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 2020

Commission file number: 001-34958

DUNXIN FINANCIAL HOLDINGS LIMITED

23^rd 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 29, 2020, Dunxin Financial Holdings Limited Reports Financial Results for the First Six Months of 2020.

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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.

	Dunxin Financial Holdings Limited
Date: December 29, 2020	By:	/s/ Ricky Qizhi Wei
	Name:	Ricky Qizhi Wei
	Title:	Chairman and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

Dunxin Financial Holdings Limited Reports Financial Results for the First Six Months of 2020

WUHAN, HUBEI, China—Dec 29, 2020—Dunxin Financial Holdings Limited ("Dunxin" or the "Company") (NYSE American: DXF), a 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 2020.  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 2020  Highlights

· Total outstanding principal balance of loans reduced to RMB763.4 million (US$108.0 million) as of June 30, 2020, representing a decrease of 0.2% from RMB765.0 million as of December 31, 2019.

· Total interest income reached RMB51.4 million (US$7.3 million) in the first six months of 2020, representing a decrease of 31.9% from RMB75.5 million in the same period of the prior year.

· Net interest income reached RMB40.4 million (US$5.7 million) in the first six months of 2020, representing a decrease of 38.3% from RMB65.5 million in the same period of the prior year.

· Net profit was RMB3.7 million (US$0.5 million) in the first six months of 2020, representing a decrease of 89.3% from RMB34.5 million in the same period of the prior year.

· Earnings per American Depositary Share ("ADS") was US$0.02 in the first six months of 2020, compared to US$0.19 in the same period of the prior year.

First Six Months 2020 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 2020 decreased by 31.9% to RMB51.4 million (US$7.3 million) from RMB75.5 million in the same period of the prior year.  The decrease was primarily attributable to the novation of loans receivable to a related party, Hubei New Nature Investment Co., Ltd (“Hubei New Nature”), a company that is 80.8% owned by the Chairman and the Chief Executive Officer, Mr. Ricky Qizhi Wei, to offset payables to Hubei New Nature, which reduced loans receivable by RMB1.3 million ($0.2 million) and, consequently, reduced interest income on loans. Also, the decrease was as a result of certain loans were assessed to be fully credit impaired and had since ceased accruing its interest.

Interest expense

Interest expenses on loans increased to RMB10.8 million (US$1.5 million) for the first six months of 2020 from RMB9.8 million in the same period of the prior year. The increase was mainly due to the increase in the effective cost of borrowings which increased from 9.6% per annum in the first six months of 2019 to 11.0% in the first six months of 2020, which resulted in a RMB1.0 million (US$0.1 million) decrease in the Company’s interest expenses on loans.

Net interest income

Net interest income for the first six months of 2020 was RMB40.4 million (US$5.7 million), representing a 38.3% decrease from RMB65.5 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 we consider 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.

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Credit impairment losses for the first six months of 2020 increased from RMB11.3 million to RMB32.5 million (US$4.6 million).  The economic and business environment for small and medium enterprises remained very challenging.  Most of the Company’s loan customers were experiencing financial difficulty, additional allowance for loan losses of RMB32.5 million (US$4.6 million) were provided for the first six months of 2020. 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

Sales and marketing expenses for the first six months of 2020 decreased to Nil from RMB0.6 million in the same period of the prior year.  The decrease was primarily attributable to initiatives taken by the Company to cease its credit activities as the Company plans to adjust its business by vigorously collect the existing loans and gradually digest its non-performing loans year by year. The Company has adjusted its organizational structure and reduced its credit team, retaining only a small number of personnel.

General and administrative expenses decreased from RMB7.5 million for the first six months of 2019 to RMB4.3 million (US$0.6 million) for the first six months of 2020.  The decrease was primarily attributable to the reduction in headcounts.

Net Profit and Earnings per ADS

As a result of the foregoing, net profit was RMB3.7 million (US$0.5 million) for the first six months of 2020, as compared to RMB34.5 million in the same period of the prior year.

Earnings per ADS for the first six months of 2020 was US$0.02, compared to US$0.19 in the same period of the prior year.

Balance Sheet

As of June 30, 2020, the Company had cash and restricted cash of RMB91,000 (US$13,000) compared to RMB132,000 as of December 31, 2019.  All cash deposits with the bank are frozen by court order as the Company was subject to multiple legal proceedings, administrative proceedings, claims and other litigation as a result of overdue payments to service providers and loans payable to the lenders. The Company has actively engaged Wuchang District Court to broker a series of settlement solution for its obligations with a hope of reaching a deal next year.

Loans receivable, net of credit impairment losses of RMB455.7 million (US$64.5 million), was RMB631.2 million (US$89.3 million) as of June 30, 2020, representing an increase of 2.6% from RMB615.2 million as of December 31, 2019, 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, 2019 and June 30, 2020, loans payable to third parties, related parties and shareholders are all overdue.  Although certain loans payable were negotiated with schedule of repayments, the Company is unable to fulfill those obligations due to liquidity issues.

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Cash Flow

Net cash used by operating activities for the first six months of 2020 was RMB5,000 (US$1,000) compared to RMB2.5 million net cash generated by operating activities in the same period of the prior year and the Company has limited liquidity available to fulfill its obligations for the first six months of 2020.

COVID-19

In late December 2019, COVID-19 was discovered in Wuhan City, China.  Wuhan City was locked down by the Government on January 23, 2020, for about 61 days. During the lockdown in Wuhan City, except for medical workers and essential services, all businesses were mandatorily closed and all residents were ordered to stay at home.  The Company’s headquarters and operations are located in Wuhan City, China, the epicenter for COVID-19 pandemic.  As a result of the government lockdown, travel restrictions and quarantines imposed by the Chinese government, the Company’s operations, financial conditions and cash flows are materially and adversely affected.  The Company’s operations may be affected by the ongoing outbreak of COVID-19, which in March 2020, had been declared as a pandemic by the World Health Organization.  The continued uncertainties associated with COVID 19 may cause the Company’s operations, financial conditions and cash flows to be severely and adversely affected in the next 12 months. The extent of the future impact of COVID-19 is still highly uncertain and cannot be predicted as of the financial statement reporting date.

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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$1.00 = RMB7.0651 on June 30, 2020 as set forth in the H.10 weekly statistical release of the Federal Reserve Board.  No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate on June 30, 2020, 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.

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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
	2019 RMB			2020 RMB			2020 US$
Interest income on loans		75,472			51,416			7,277
Interest expense:
Interest expenses on loans		(9,766	)		(10,756	)		(1,522	)
Business related taxes and surcharges		(217	)		(217	)		(31	)
Total interest expense		(9,983	)		(10,973	)		(1,553	)
Net interest income		65,489			40,443			5,724
Credit impairment losses		(11,338	)		(32,490	)		(4,599	)
Net interest income after credit impairment losses		54,151			7,953			1,125
Non-interest and other income		3			-			-
Operating costs and expenses
Sales and marketing		(642	)		-			-
General and administrative		(7,505	)		(4,287	)		(607	)
Total operating costs and expenses		(8,147	)		(4,287	)		(607	)
Profit before income taxes		46,007			3,666			518
Income tax expense		(11,502	)		-			-
Net profit		34,505			3,666			518
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		(398	)		36			5
Total comprehensive income for the period		34,107			3,702			523
Net profit attributable to:
Equity holders of the Company		27,604			2,932			415
Non-controlling interests		6,901			733			104
Net profit		34,505			3,665			519
Total comprehensive income attributable to:
Equity holders of the Company		27,286			2,962			419
Non-controlling interests		6,821			740			105
Total comprehensive income		34,107			3,702			524
Earnings per share - basic and diluted (in RMB)		0.03		*
Earnings per ADS - basic and diluted (in US$)		0.19			0.02
Weighted average shares outstanding in the period (‘000)		1,000,862			1,001,131
Weighted average ADS outstanding in the period (‘000)		20,851			20,857

One ADS represents 48 ordinary shares.

* Less than 0.01.

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DUNXIN FINANCIAL HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Thousands of Chinese Renminbi Yuan)

	As of
	December 31,			June 30,			June 30,
	2019			2020			2020
	RMB			RMB			US$
				Unaudited			Unaudited
Assets
Current assets
Cash and restricted cash		132			91			13
Interest receivables, net of credit impairment losses		-			-			-
Loans receivable, net of credit impairment losses		615,184			631,181			89,338
Prepaid expenses and others		295			445			62
Total current assets		615,611			631,717			89,413
Non-current assets
Property and equipment, net		48,130			46,642			6,602
Intangible asset		7			6			1
Total non-current assets		48,137			46,648			6,603
Total assets		663,748			678,365			96,016
Liabilities
Loans payable		172,891			171,209			24,233
Salary and benefit payable		5,261			7,234			1,024
Income taxes payable		32,477			32,477			4,597
Interest payable		17,723			27,780			3,932
Other payable		9,234			9,802			1,387
Total current liabilities		237,586			248,502			35,173
Shareholders’ equity
Capital and reserve attributable to equity holders of the Company
Share capital		326			326			46
Additional paid-in capital		383,174			383,174			54,235
Statutory reserve		18,706			18,706			2,648
General risk reserve		9,180			9,180			1,299
Foreign currency translation reserve		(169	)		(197	)		(28	)
Accumulated losses		(70,288	)		(67,299	)		(9,526	)
Non-controlling interests in equity		85,233			85,973			12,169
Total shareholders’ equity		426,162			429,863			60,843
Total equity and liabilities		663,748			678,365			96,016

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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,
	2019			2020			2020
	RMB			RMB			US$
Cash flows from operating activities:
Profit before income taxes		46,007			3,666			519
Adjustments for:
Depreciation of property and equipment		1,455			1,489			211
Amortization of intangible asset		1			-			-
Credit impairment losses		11,338			32,490			4,598
Share-based compensation		-			70			10
Operating profit before working capital changes		58,801			37,715			5,338
Interest receivables		(15,228	)		-			-
Loan receivables		(48,785	)		(51,065	)		(7,227	)
Prepaid expenses and others		244			(150	)		(21	)
Salary and benefit payable		1,817			1,974			279
Interest payable		5,843			10,557			1,494
Other payable		(217	)		964			136
Cash generated by/(used in) operating activities		2,475			(5	)		(1	)
Income tax paid		-			-			-
Net cash generated by/(used in) by operating activities		2,475			(5	)		(1	)
Cash flows from investing activities:
Purchase of property and equipment		(270	)		-			-
Net cash used in investing activities		(270	)		-			-
Cash flows from financing activities:
Proceeds received from related party loans		17,350			-			-
Repayment of loans to related party		(11,800	)		-			-
Proceeds received from shareholders loans		13,000			-			-
Repayment of shareholders loans		(3,000	)		-			-
Proceeds received from loan payable		47,300			-			-
Repayments of loan payable		(68,502	)		-			-
Net cash used in financing activities		(5,652	)		-			-
Net decrease in cash and restricted cash		(3,447	)		(5	)		(1	)
Cash and restricted cash at beginning of the period		3,188			132			19
Exchange gains/(losses) on cash and restricted cash		398			(36	)		(5	)
Cash and restricted cash at end of the period		139			91			13

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