United States securities and exchange commission logo
April 26, 2022
Ricky Qizhi Wei
Chief Executive Officer
Dunxin Financial Holdings Limited
23rd Floor, Lianfa International Building
128 Xudong Road, Wuchang District
Wuhan City, Hubei Province 430063
People s Republic of China
Re: Dunxin Financial
Holdings Limited
Registration
Statement on Form F-3
Filed April 7, 2022
File No. 333-264179
Dear Mr. Wei:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
General
1. Please include the
financial statements for the most recently completed fiscal year, the
compensation of your
directors and executive officers for the most recently completed
fiscal year, and the
share ownership table as of the most recent practicable date.
Cover Page
2. Please set forth on the
cover page of the prospectus the calculation of the aggregate
market value of your
outstanding voting and non-voting common equity. Refer to
General Instruction
I.B.5 of Form F-3.
Ricky Qizhi Wei
FirstName LastNameRicky Qizhi Wei
Dunxin Financial Holdings Limited
Comapany
April NameDunxin Financial Holdings Limited
26, 2022
April 226, 2022 Page 2
Page
FirstName LastName
3. Please revise throughout to remove the term "our" when describing the
VIE and any other
disclosure suggesting that you have ownership of or control over the
VIE beyond a
contractual agreement. Because neither the investors in the holding
company nor the
holding company itself have an equity ownership in or control of,
through such ownership
or investment, the VIE, please refrain from implying that the
contractual agreements are
equivalent to equity ownership in the business of the VIE, and any
references to control or
benefits that accrue to you because of the VIE should be limited to a
clear description of
the conditions you have satisfied for consolidation of the VIE under
IFRS. In addition,
please remove disclosure referencing "direct" equity ownership or
"direct" ownership of
the VIE as this disclosure suggests a possibility of indirect
ownership.
4. Please disclose here whether you and your subsidiaries have made cash
contributions
to the VIE and whether you have made cash contributions to the
subsidiaries.
Please quantify the amount where applicable, and include
cross-references to the
condensed consolidating schedule, which should be included in your
prospectus summary,
and the consolidated financial statements. In addition, please
disclose here and in your
prospectus summary whether you have cash management policies that
dictate how funds
are transferred between you, your subsidiaries, the VIE and your
investors. To the extent
that you do have cash management policies, please summarize the
policies here, discuss
the policies in detail in your prospectus summary, and revise the
cover page to include a
cross-reference to where you describe the cash management policies in
greater detail.
Also disclose here, your prospectus summary, your summary of the risk
factors and the
risk factors that there is no assurance that China's government will
not intervene or impose
restrictions on the ability of you, your subsidiaries and the VIE to
transfer cash.
Prospectus Summary, page 5
5. We note that the consolidated VIE constitutes a material part of your
consolidated
financial statements. Please provide in tabular form a condensed
consolidating schedule
that disaggregates the operations and depicts the financial position,
cash flows, and results
of operations as of the same dates and for the same periods for which
audited consolidated
financial statements are required. The schedule should present major
line items, such as
revenue and cost of goods/services, and subtotals and disaggregated
intercompany
amounts, such as separate line items for intercompany receivables and
investment in the
subsidiaries. The schedule should also disaggregate the parent
company, the VIE and its
consolidated subsidiaries, if any, the WFOE that is the primary
beneficiary of the VIE,
and an aggregation of other entities that are consolidated. The
objective of this disclosure
is to allow an investor to evaluate the nature of assets held by, and
the operations of,
entities apart from the VIE, as well as the nature and amounts
associated with
intercompany transactions. Any intercompany amounts should be
presented on a gross
basis and when necessary, additional disclosure about such amounts
should be included in
order to make the information presented not misleading.
6. Please disclose here that trading in your securities may be prohibited
under the Holding
Ricky Qizhi Wei
FirstName LastNameRicky Qizhi Wei
Dunxin Financial Holdings Limited
Comapany
April NameDunxin Financial Holdings Limited
26, 2022
April 326, 2022 Page 3
Page
FirstName LastName
Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or
investigate completely your auditor, and that as a result an exchange
may determine to
delist your securities. In addition, discuss the impact of the
Accelerating Holding Foreign
Companies Accountable Act, if enacted, and disclose here whether your
auditor is subject
to the determinations announced by the PCAOB on December 16, 2021.
Recent Developments
Regulatory Developments in China, page 7
7. Please clearly identify each permission or approval that you, your
subsidiaries and the
VIE are required to obtain from Chinese authorities to operate your
business and to offer
the securities being registered to foreign investors, and state
affirmatively whether you
have received all requisite permissions or approvals. It appears that
you do not believe
that you, your subsidiaries and the VIE are covered by permission
requirements from the
CSRC, the CAC or any other Chinese governmental agency. To the extent
you made this
determination by relying on the advice of counsel, name counsel here
and file counsel's
consent as an exhibit to your registration statement. If you made any
of these
determinations without relying on the advice of counsel, please
explain why.
Holding Company Structure and Contractual Arrangements with Our VIE, page 8
8. Please revise the diagram of your corporate structure on page 10 to
use dashed lines to
show the VIE, and show any subsidiaries of the VIE.
Dividends and Other Distributions, page 11
9. Please provide a clear description of how cash is transferred through
your organization.
Disclose your intentions to distribute earnings or settle amounts owed
under the VIE
agreements. Quantify any cash flows and transfers of other assets by
type that have
occurred from the holding company, its subsidiaries, and the
consolidated VIEs. Please
disclose here whether you have a cash management policy that dictates
how funds are
transferred, and, if so, describe the policy here.
Risk Factors
Risks Related to Doing Business in China, page 18
10. Please disclose whether your officers and directors are in China or
Hong Kong, and and
please add a risk factor that addresses the enforceability of civil
liabilities. In addition,
please include this risk in your summary of risk factors.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
Ricky Qizhi Wei
Dunxin Financial Holdings Limited
April 26, 2022
Page 4
statement.
Please contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams,
Acting
Legal Branch Chief, at 202-551-3217 with any questions.
FirstName LastNameRicky Qizhi Wei Sincerely,
Comapany NameDunxin Financial Holdings Limited
Division of Corporation
Finance
April 26, 2022 Page 4 Office of Finance
FirstName LastName