Dunxin Financial Holdings Limited
27th Floor, Lianfa International Building
128 Xudong Road, Wuchang District
Wuhan City, Hubei Province 430063
Tel: +862787303888
September 26, 2022
VIA EDGAR
Lory Empie
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Mail Stop 4631
Washington, DC 20549
| Re: | Dunxin Financial Holdings Limited |
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| Form 20-F for the fiscal period ending December 31, 2021 |
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| Filed May 2, 2022 |
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| File No. 001-34958 |
Dear Mr. Empie:
Dunxin Financial Holdings Limited (the “Company”, “DXF,” “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 16, 2022 regarding our annual report on Form 20-F previously submitted on May 2, 2022 (the “Form 20-F”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
Form 20-F for the fiscal period ending December 31, 2021
General
| 1. | Please revise future filings to name your PRC counsel where you state that your position is based on the advice of your PRC counsel. |
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| Response: In response to the Staff’s comment, we will revise our future filings accordingly. |
Conventions that Apply to this Annual Report, page 3
| 2. | We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau. In future filings, please revise your disclosure to remove the exclusion of Hong Kong and Macau from your definition of "China" or the "PRC." |
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| Response: In response to the Staff’s comment, we will revise our future filings accordingly. |
Risks Related to Our Corporate Structure, page 8
| 3. | Please refer to your reference to "our operating entities in China” and revise your future filings disclosure here and throughout to refrain from implying that the VIE Agreements are equivalent to an equity ownership in the business of the VIE. Similarly, revise your future filings disclosure throughout, including disclosures on pages 42 and 52, to remove disclosure stating that VIE contractual arrangements may not be as effective as "direct" ownership as this disclosure suggests a possibility of indirect ownership. |
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| Response: In response to the Staff’s comment, we will revise our future filings accordingly. |
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at 212-530-2208.
| Very truly yours, |
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| /s/ Ricky Qizhi Wei |
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| Ricky Qizhi Wei Chief Executive Officer |
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cc: | Hunter Taubman Fischer & Li LLC jwu@htflawyers.com ctan@htflawyers.com |
