Financial Performance - Eason Technology Limited reported revenue of RMB4.7 million (US$0.7 million) from new business in the first six months of 2024[4] - The company recorded a loss of RMB499.5 million (US$69.2 million) from the disposal of VIE and subsidiaries, primarily due to the write-off of investment costs[5] - Net loss for the first six months of 2024 was RMB500.9 million (US$69.3 million), compared to a profit of RMB30.5 million (US$4.4 million) in the same period of the prior year[7] - Loss per American Depositary Share (ADS) was US$1.75 in the first half of 2024, compared to earnings per ADS of US$0.34 in the same period of the prior year[7] Operating Expenses - Operating expenses increased from RMB4.2 million (US$0.6 million) in the first half of 2023 to RMB6.0 million (US$0.8 million) in the first half of 2024, mainly due to employee incentive shares[6] - Net cash used by operating activities was RMB3.3 million in the first half of 2024, compared to RMB164,000 in the same period of the prior year[10] Cash and Assets - As of June 30, 2024, cash and restricted cash decreased to RMB309,000 (US$43,000) from RMB2.5 million (US$0.4 million) as of December 31, 2023[8] - Eason Technology Limited's total assets decreased to RMB58.8 million (US$8.1 million) as of June 30, 2024, from RMB283.5 million (US$39.0 million) at the end of 2023[21] Business Strategy - The company fully exited the microfinance business in the first half of 2024, focusing on real estate management and digital technology services[9] - The company commenced two new business streams in 2023: real estate management and digital technology services, contributing to its future strategy[13]

Company Overview - Dunxin Financial Holdings Limited is engaged in real estate operation management and investment, as well as digital technology security business in Hong Kong, China [3] - The company was previously a licensed microfinance lender but has suspended loan offerings since 2020 [3] Leadership Changes - Mr. Longwen (Stanley) He has been appointed as the new Chief Executive Officer and Chairman of the Board of Directors [1] - Mr. Siyuan Xu has been appointed as a director of the Board and is currently leading the real estate operation business line [1] Strategic Focus - The company views real estate operation management and investment as a new main business line, believing it is a favorable time for global real estate investment due to economic recovery and increased consumption levels [2] - The application of digital technology is expected to enhance efficiency and operating income in real estate operations, contributing to stable cash flow for the company [2] - Mr. Xu's experience in real estate operations, mergers and acquisitions, and cross-border operations is anticipated to accelerate the expansion of the company's real estate business [2]

Core Viewpoint - Dunxin Financial Holdings Limited has received notification from NYSE American regarding the suspension of trading of its American Depositary Shares (ADS) and the initiation of delisting proceedings due to low selling prices, with plans to appeal this decision [1][2]. Group 1: Company Overview - Dunxin Financial Holdings Limited operates in real estate operation management and investment, as well as digital technology security in Hong Kong [3]. - The company previously functioned as a licensed microfinance lender in Hubei Province, China, but has ceased offering loans since 2020 [3]. Group 2: Recent Developments - Trading of Dunxin's ADS has transitioned to the OTC Pink market under the symbol "DXFFY" as of September 18, 2024 [2]. - The CEO, Longwen (Stanley) He, expressed confidence in the company's operational management and financial health following a successful business restructuring, noting that new ventures are contributing to revenue [2].

Core Viewpoint - Dunxin Financial Holdings Limited has filed its annual report for the fiscal year ended December 31, 2023, with the SEC, which includes an audit opinion highlighting a going concern emphasis of matter [1][2]. Company Overview - Dunxin Financial Holdings Limited operates in real estate operation management and investment, as well as digital technology security in Hong Kong, China [3]. - The company previously functioned as a licensed microfinance lender in Hubei Province, China, but has ceased offering loans since 2020 [3]. Financial Reporting - The annual report on Form 20-F was filed on May 16, 2024, and is accessible on both the SEC's website and the company's investor relations website [1]. - The audited financial statements for the year ended December 31, 2023, include an audit opinion from an independent registered public accounting firm, which contains a going concern emphasis of matter paragraph [2]. - The announcement regarding the audit opinion is made in compliance with NYSE American Company Guide Section 610(b) [2]. Shareholder Information - The company will provide a hard copy of its annual report, including audited consolidated financial statements, free of charge to shareholders and ADS holders upon request [1].

Business Transition and Operations - The company transitioned from an apparel business to a microfinance lending business in Hubei Province following the CIB Transaction, which closed on December 28, 2017[348]. - The CIB Transaction involved the acquisition of True Silver for a purchase price of approximately $34.59 million and the issuance of 772,283,308 shares at RMB1.00 ($0.15) per share[348]. - The company suspended offering loans in the second half of 2019 due to severe financial restraints and entered the digital security technology and real estate operation management sectors in 2023[351]. - The company is focusing on key industries such as medical and health services, commercial real estate, and emerging consumer sectors in its real estate operations[352]. - The digital security technology business is being developed in Hong Kong, targeting areas like digital asset security and AI computing power[353]. Financial Performance - Interest income on loans decreased by RMB33.6 million ($4.7 million) or 75.0% from RMB44.8 million ($6.6 million) in 2022 to RMB11.2 million ($1.6 million) in 2023, primarily due to the revaluation of recoverability of outstanding loans[386]. - Allowance for loan losses increased by RMB331.2 million ($46.7 million) or 780.8% from RMB42.4 million ($6.3 million) in 2022 to RMB373.6 million ($52.7 million) in 2023, reflecting a 100% impairment loss on long-aging loans[391]. - Net loss increased by RMB365.5 million ($51.3 million) or 1204.4% from RMB30.3 million ($4.5 million) in 2022 to RMB395.8 million ($55.8 million) in 2023[395]. - General and administrative expenses increased by RMB3.7 million ($0.4 million) or 35.6% from RMB10.5 million ($1.6 million) in 2022 to RMB14.2 million ($2.0 million) in 2023, mainly due to higher legal and professional service fees[393]. - Total operating costs and expenses increased from RMB11.0 million in 2022 to RMB14.2 million in 2023[384]. Cash Flow and Financing - As of December 31, 2023, total cash balances amounted to RMB2.5 million ($0.4 million) with positive cash flows of RMB3.8 million ($0.5 million) for the year[407]. - Net cash used in operating activities for the year ended December 31, 2023 was RMB11.0 million ($1.6 million), primarily due to a loss before income tax of RMB395.8 million ($55.8 million)[416]. - The company generated net cash of RMB14.8 million ($2.1 million) from financing activities for the year ended December 31, 2023, mainly due to the issuance of shares and convertible notes[418]. - The company plans to actively seek equity financing from private placements to meet its liabilities and continue operations for the next 12 months[410]. - The company expects to require additional capital to execute its longer-term business plan and may need to take measures to conserve liquidity[411]. Shareholder and Corporate Governance - The board of directors consists of six members, with three being independent directors, and the company is classified as a "controlled company" under the Company Guide[441][442]. - The principal shareholder, Ricky Qizhi Wei, beneficially owns 512,232,237 Class B ordinary shares, representing 4.35% of total ordinary shares and 69.45% of aggregate voting power[458]. - The group of all directors and executive officers collectively owns 363,840,000 ordinary shares, accounting for 3.09% of total ordinary shares[458]. - The company has entered into employment agreements with all executive officers, allowing for termination for cause and specifying severance payments upon termination without cause[453]. - The company has adopted an audit committee charter to review all related party transactions on an ongoing basis[464]. Legal and Regulatory Matters - Legal proceedings related to loan disputes have resulted in preservation orders freezing bank deposits of RMB 12.0 million ($1.7 million) for Chutian and Mr. Wei[495]. - The court issued a consumer restriction order against Mr. Wei for failing to repay the principal amount of RMB 10.0 million (USD 1.4 million)[497]. - The enforcement proceedings against Chutian may resume if new enforceable assets are located[501]. - There are ongoing labor disputes involving Yan Luo and Xiaohu Li against Hubei Chutian Microfinance Co., Ltd., with specific details currently unknown[498]. Taxation and Dividends - The Cayman Islands imposes no taxes on profits, income, or gains, and there are no exchange control restrictions, making it a favorable tax jurisdiction for corporations[535][534]. - Dividends on the ADSs may qualify as "qualified dividend income," potentially taxed at a lower capital gains rate if certain conditions are met[544]. - Dividends will be classified as foreign source income for U.S. foreign tax credit limitation purposes[545].

Financial Performance - Total interest income decreased by 10.9% to RMB51.5 million (US$7.4 million) in the first six months of 2023, down from RMB57.8 million in the same period of the prior year[2] - Net profit for the first six months of 2023 was RMB30.5 million (US$4.4 million), a decrease of 49.3% from RMB60.2 million in the same period of the prior year[2] - Earnings per American Depositary Share (ADS) was US$0.34 in the first six months of 2023, compared to US$0.99 in the same period of the prior year[2] - Profit before income taxes decreased from RMB 60,169 million in the first half of 2022 to RMB 30,463 million in the first half of 2023, a decline of about 49.3%[21] - Operating profit before working capital changes decreased from RMB 45,264 million to RMB 38,249 million, a drop of approximately 15.5%[21] Loan and Receivables - Total outstanding principal balance of loans was RMB753.0 million (US$103.8 million), unchanged from December 31, 2022[2] - Loans receivable, net of credit impairment losses, increased by 8.1% to RMB601.3 million (US$82.9 million) as of June 30, 2023, from RMB556.1 million as of December 31, 2022[2] - Loans receivable increased from RMB 556,112 million to RMB 601,346 million, reflecting a growth of approximately 8.1%[20] Credit and Impairment - Credit impairment losses amounted to RMB6.3 million (US$0.9 million) for the first six months of 2023, reflecting challenges in the economic environment for SMEs[7] Operating Expenses and Cash Flow - Operating expenses increased to RMB4.2 million (US$0.6 million) for the first six months of 2023, up from RMB3.9 million in the same period of the prior year[9] - Net cash used by operating activities for the first six months of 2023 was RMB164,000, compared to RMB29,000 in the same period of the prior year[13] - Net cash used in operating activities increased from RMB (29) million to RMB (164) million, indicating a worsening cash flow situation[21] Assets and Liabilities - Total assets increased from RMB 600,269 million as of December 31, 2022, to RMB 644,288 million as of June 30, 2023, representing a growth of approximately 7.3%[20] - Current assets rose from RMB 561,036 million to RMB 606,530 million, an increase of about 8.1%[20] - Total liabilities increased from RMB 312,111 million to RMB 324,022 million, a rise of about 3.8%[20] - Shareholders' equity grew from RMB 288,158 million to RMB 320,266 million, marking an increase of approximately 11.1%[20] Cash and Restricted Cash - Cash and restricted cash as of June 30, 2023, was RMB289,000 (US$40,000), slightly down from RMB295,000 as of December 31, 2022[11] - Cash and restricted cash at the end of the period increased from RMB 197 million to RMB 289 million, reflecting a growth of approximately 46.6%[21] Loans Payable - Loans payable to third parties, related parties, and shareholders amounted to RMB161.4 million (US$22.3 million), all overdue as of June 30, 2023[12] Interest Payable - The company reported an increase in interest payable from RMB 72,810 million to RMB 81,797 million, an increase of about 12.8%[20]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date ...

Corporate Structure and Operations - The company completed a divestiture and acquisition on December 28, 2017, divesting Xiniya Holdings Limited for RMB 228 million (US$ 34.59 million) and acquiring True Silver for the same amount, along with the issuance of 772,283,308 ordinary shares at RMB 1.00 (US$ 0.15) per share [240]. - True Silver operates under a VIE structure, consolidating 80% of the financial results of Chutian, the company's microfinance lending business in Hubei Province, China [241]. - The VIE, Hubei Chutian Microfinance Co., Ltd., is the primary revenue generator for the company, and any deconsolidation of the VIE could materially affect operations and the value of securities [252]. - The company operates through a series of contractual arrangements with Chutian, which may not be as effective as direct ownership, posing risks to control over the VIE [252]. - The company has maintained cash management policies that dictate the purpose, amount, and procedure of cash transfers among itself, the VIE, and non-VIE subsidiaries [263]. - The company primarily engaged in providing loan facilities to micro-sized enterprises, SMEs, sole proprietors, and individuals in Hubei province, China [359]. - The company operates through a VIE structure, consolidating 80% of the financial results of Chutian, which holds all requisite licenses for microfinance lending [358]. Financial Performance - Total interest income on loans for the year ended December 31, 2021, was $20,627, while total interest expense was $(21,826), resulting in a net interest loss of $(1,199) [255]. - Credit impairment losses amounted to $(119,078) for the year ended December 31, 2021, leading to a net interest loss after impairment of $(120,277) [255]. - Non-interest and other income was $387 for the year ended December 31, 2021, while total operating costs and expenses were $(8,182), resulting in a net loss of $(128,072) [255]. - For the year ended December 31, 2020, interest income on loans was $105,570, with a net interest income after impairment of $28,093 [256]. - The company’s results are influenced by China's economic conditions, regulatory changes, and the complexity of the non-banking financial industry [361]. - Interest income on loans decreased by RMB85.0 million ($13.2 million) or 80.5% from RMB105.6 million in 2020 to RMB20.6 million ($3.2 million) in 2021, primarily due to the suspension of new loans since the second half of 2019 [392]. - Credit impairment losses increased significantly by RMB63.8 million ($10.0 million) or 115.5% from RMB55.3 million ($8.6 million) in 2020 to RMB119.1 million ($18.7 million) in 2021, reflecting the challenging economic environment for SMEs [396]. - Net profit decreased to RMB(128.1) million ($19.9 million) in 2021 from RMB19.9 million ($3.1 million) in 2020, indicating a substantial loss attributable to increased credit impairment losses [391]. Regulatory Environment - As of the date of the annual report, the company and its subsidiaries have received all necessary licenses and approvals to conduct business in China, with long-term validity for all permissions held [248]. - The company has not received any regulatory objections regarding securities offerings in the United States, but there remains uncertainty about future regulatory requirements that could impact operations [250]. - The PRC Measures for the Security Review of Foreign Investment require foreign investors acquiring PRC companies in military-related industries to undergo a security review before the acquisition [290]. - The CSRC has not issued any inquiries or sanctions regarding offshore offerings as of the date of the annual report [291]. - Companies with personal data of over 1 million users must apply for cybersecurity approval when seeking listings abroad due to national security risks [293]. - The Draft Rules Regarding Overseas Listing may impose additional compliance requirements for companies seeking to list overseas [296]. - The establishment of new online microfinance companies has been suspended as per the regulatory notice issued on November 21, 2017 [304]. - Non-compliance with regulatory requirements may result in penalties, including warnings, restrictions on operations, or revocation of operating permits [321]. Market Conditions and Strategy - The company suspended offering loans in the second half of 2019 due to severe financial restraints and is exploring new opportunities based on metaverse-related technologies [269]. - The company intends to improve its cash position by collecting existing loan and interest receivables while exploring new business opportunities in various sectors, including medical health and blockchain [278]. - SMEs account for over 99% of China's total enterprises and nearly 60% of the GDP, highlighting the significant demand for financing in this sector [270]. - The number of microfinance lending companies in Hubei Province decreased from 275 in September 2019 to 246 by December 2021, indicating a consolidation in the industry [287]. Corporate Governance and Management - The board of directors underwent changes with the resignation of two directors and the appointment of two new directors in April 2021, followed by another resignation and appointment in August 2021 [434][435]. - Ricky Qizhi Wei has served as the Chairman and CEO since December 2017, focusing on the development of China's micro-credit industry [437]. - The company was recognized as one of the "Top 100 Most Competitive Micro-credit Companies in China" for three consecutive years, emphasizing its commitment to customer-friendly services [438]. Financial Management and Liquidity - The company experienced severe liquidity issues, exacerbated by COVID-19, affecting its ability to meet obligations [414]. - The company's total debt obligations amounted to RMB 161,569,000, all due within one year, with a weighted average annual interest rate of 12.7% [432]. - The company plans to actively seek equity financing from private placements to meet its liabilities and continue operations [415]. - The provision for loan losses is a noncash item that reflects management's assessment of future loan loss risks, impacting financial condition and results of operations [362].

Business Transition and Operations - Dunxin Financial Holdings Limited transitioned from an apparel business to a microfinance lending business following the acquisition of True Silver for RMB228 million ($34.6 million) and the issuance of 772 million ordinary shares[176]. - The company operates its microfinance lending business through Chutian, which consolidates 80% of its financial results due to a VIE structure[179]. - The company transitioned from an apparel business to a microfinance lending business in Hubei Province following the CIB Transaction[252]. - The company primarily provides short-term loans to micro-sized enterprises, SMEs, sole proprietors, and individuals in Hubei Province[253]. - The company aims to restore operations and expand by recovering existing loan receivables and increasing lending capacity through diversified institutional funding sources[197]. Financial Performance - As of December 31, 2020, all outstanding loans amounting to RMB763 million ($116.5 million) were in default, leading to a suspension of new loans since 2019[192]. - Interest income on loans decreased by RMB12.8 million ($1.9 million) or 10.8% from RMB118.4 million in 2019 to RMB105.6 million ($15.3 million) in 2020, primarily due to the suspension of new loans since the second half of 2019[281]. - Net interest income after provision for loan losses was RMB28.1 million ($4.1 million) in 2020, a decrease from RMB73.4 million in 2019[279]. - Credit impairment losses increased to RMB55.3 million ($8.0 million) in 2020 from RMB24.7 million in 2019, indicating a significant rise in credit risk[279]. - Net profit attributable to equity holders of the Company was RMB15.9 million ($2.3 million) in 2020, compared to RMB46.9 million in 2019[279]. Market Opportunity and Competition - SMEs account for over 48% of China's total enterprises and nearly 60% of the GDP, indicating a significant market opportunity for microfinance lending[189]. - The company is facing increasing competition in the microfinance industry, with 273 registered microfinance companies in Hubei Province as of December 31, 2020[206]. Regulatory Environment - The microfinance industry in China is primarily regulated at the provincial level, with specific regulations established for Hubei Province[209]. - The registered and paid-up capital for a microfinance company must be at least RMB30 million ($4.4 million) for limited liability companies and RMB50 million ($7.3 million) for joint stock companies[222]. - Microfinance companies must establish a corporate governance structure in compliance with the Company Law, ensuring effective internal controls and audit systems[226]. Loan Products and Terms - Typical loan sizes are around RMB4 million ($0.6 million) for individuals and RMB7 million ($1.1 million) for companies, with terms generally due within 12 months[192]. - The company offers various loan products, including consumer loans ranging from RMB10,000 ($1,440) to RMB100,000 ($14,402) and enterprise loans from RMB3 million ($436,000) to RMB7 million ($1.0 million)[193][196]. - The application process for microfinance loans is generally easier and faster compared to traditional bank loans, although fees and interest rates are typically higher[190]. Operational Challenges - The company's operations and financial results have been adversely affected by the COVID-19 epidemic, leading to defaults on loan receivables[254]. - Cash balances totaled RMB97,000 ($15,000) as of December 31, 2020, reflecting ongoing liquidity challenges[308]. - Net cash used in operating activities for the year ended December 31, 2020 was RMB626,000 ($91,000), primarily due to credit impairment losses and non-payment of interest[309]. Corporate Governance and Management - The company maintains a nominating and corporate governance committee to identify qualified individuals for board positions and ensure compliance with corporate governance laws[339]. - The audit committee oversees the financial reporting processes and is responsible for appointing independent auditors and reviewing related party transactions[336]. - The compensation committee is responsible for approving and overseeing the compensation package for executive officers, including performance evaluations and recommendations for long-term incentive compensation[337]. Employee and Shareholder Information - As of December 31, 2020, the company employed 11 full-time employees, a decrease from 34 employees in 2018[202]. - The beneficial ownership of the company is concentrated, with Mr. Ricky Qizhi Wei owning approximately 81.3% of the outstanding ordinary shares[351]. - As of April 20, 2021, the company had 1,002,201,016 ordinary shares issued and outstanding, with Deutsche Bank Trust Company Americas holding approximately 18.5% of the total[352]. Legal and Financial Obligations - Legal proceedings related to loans and contracts are ongoing, but the company believes these will not materially affect its financial position[375]. - Loans payable to related parties included RMB60.0 million borrowed at a 9% interest rate, with overdue interest expenses of RMB4.7 million in both 2019 and 2020[357]. - The company plans to actively seek equity financing from private placements to meet its liabilities and continue operations[303].