XINIYA(DXF) - 2024 Q4 - Annual Report

FORM 20-F Filing Information This section details the company's 2024 Form 20-F annual report, Cayman Islands incorporation, and NYSE American listing Filing Details This section details the company's 2024 Form 20-F annual report, its Cayman Islands incorporation, and NYSE American listing under DXF - The filing is an Annual Report on Form 20-F for the fiscal year ended December 31, 2024[2] - The registrant is Eason Technology Limited (formerly Dunxin Financial Holdings Limited), incorporated in the Cayman Islands[3] Securities Registered on NYSE American LLC | Title of each class | Trading Symbol(s) | Exchange on which registered | | :------------------ | :---------------- | :--------------------------- | | American depositary shares, each representing 60,000 ordinary shares | DXF | NYSE American LLC | - As of December 31, 2024, the company had 13.49 billion Class A ordinary shares and 512.23 million Class B ordinary shares outstanding[5] - The company is a non-accelerated filer and prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB[6][7] Conventions and Financial Data Presentation This section defines key terms and outlines financial data presentation, with U.S. dollar figures and Renminbi conversions at RMB7.2993 to $1.00 Definitions and Currency Translation This section defines key terms and outlines financial data presentation, with U.S. dollar figures and Renminbi conversions at RMB7.2993 to $1.00 - The report includes audited consolidated statements for the years ended December 31, 2022, 2023, and 2024, and consolidated statements of financial position as of December 31, 2023 and 2024[15] - Eason Technology Limited was formerly known as Dunxin Financial Holdings Limited and China Xiniya Fashion Limited, with its ADSs listed on NYSE American LLC under the symbol 'DXF' since March 5, 2018[12][16][17] - The exchange rate used for Renminbi to U.S. dollar conversions in this report is RMB7.2993 to $1.00, as of December 31, 2024[19] - The company's former Variable Interest Entity (VIE), Hubei Chutian Microfinance Co., Ltd., which was the operating company for microfinance business, was disposed of in 2024[17] Forward-Looking Statements This section highlights that the annual report contains forward-looking statements regarding the company's business, operating results, and financial condition, which involve risks and uncertainties Nature and Risks of Forward-Looking Statements This section highlights that the annual report contains forward-looking statements regarding the company's business, operating results, and financial condition, which involve risks and uncertainties - Forward-looking statements relate to future events and financial trends, including potential impacts of PRC economic, political, and social conditions, changes in laws, COVID-19, inflation, currency fluctuations, and the company's ability to operate as a going concern[21][22] - Other forward-looking statements include the company's ability to develop new businesses (real estate operation management and digital security technology), obtain certifications/licenses, maintain internal controls, increase market share, diversify offerings, manage litigation costs, secure financing, and retain key management[22] - The company undertakes no obligation to publicly update or revise any forward-looking statements after the report's date[23] PART I This part covers identity of directors, offer statistics, key information including risk factors, and detailed information on the company's business, structure, and regulatory environment Item 1. Identity of Directors, Senior Management and Advisers This item is not applicable to the company's filing - This item is marked as 'Not applicable'[24] Item 2. Offer Statistics and Expected Timetable This item is not applicable to the company's filing - This item is marked as 'Not applicable'[25] Item 3. Key Information This section provides key information, including capitalization, indebtedness, and significant risks related to China operations, operational challenges, and securities A. [Reserved] This sub-item is reserved and contains no information B. Capitalization and Indebtedness This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[26] C. Reasons for the Offer and Use of Proceeds This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[27] D. Risk Factors Investing in the company's securities is highly speculative due to significant risks related to China operations, regulatory environment, and share-related uncertainties - Investing in the company's securities is highly speculative and involves significant risk, particularly due to its substantial operations in China and a differing legal and regulatory environment compared to the United States[28] - Risks related to doing business in China include changes in economic, political, or social conditions, uncertainties in PRC law interpretation and enforcement, and increased government oversight on overseas offerings and foreign investment in China-based issuers[31][33][37][38][43][44][45][46][68][79][80][82][83][92][93][100][101][102][103][104][105][106][107][108][109][110][111][112][113][114][115][116][117][118][119][120][121][122][123][124][125][126] - Operational risks include substantial doubt about the company's ability to continue as a going concern, limited cash and need for additional capital, lack of product and business diversification, and challenges in maintaining effective internal controls[34][127][129][130][131][132][134][135][136][138][139][140][141][142][143][144][145][146][147][152][153] - Risks related to ordinary shares and ADSs include potential delisting under the Holding Foreign Companies Accountable Act (HFCA Act) due to PCAOB inspection limitations, volatility in trading prices, and anti-takeover provisions[33][34][112][114][116][117][118][119][120][121][160][161][162][165][166][167] - The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern, citing a net loss of RMB502.1 million, negative operating cash flow of RMB9.1 million, net current liabilities of RMB18.2 million, and accumulated loss of RMB535.2 million as of December 31, 2024[134] Item 4. Information on the Company This section details the company's history, business transformation, corporate structure, and the regulatory environment in China A. History and Development of the Company Eason Technology Limited, a Cayman Islands holding company, divested its microfinance business in 2024 and transitioned to digital security technology and real estate operation management - Eason Technology Limited (formerly Dunxin Financial Holdings Limited) was incorporated in the Cayman Islands on June 24, 2010[182] - Historically, the company was primarily engaged in microfinance lending in Hubei province through its VIE, Chutian, which was suspended in 2019 due to financial constraints[183][184] - On June 12, 2024, the company divested its microfinance lending business by selling Chutian HK and its subsidiaries, including Chutian, for a nominal cash consideration of $1[185][186] - The company has established new business lines in digital security technology (headquartered in Hong Kong) and real estate operation management (in PRC)[187][188][189][190] - Recent developments in January 2025 include a PIPE offering of 6 billion Class A ordinary shares for $0.3 million and the acquisition of a property in Hubei, China, for RMB8.53 million (approx. $1.17 million) in exchange for 36 billion restricted Class A ordinary shares, to commence real estate leasing and management services[199][200][201][203] - A lease agreement was entered into on January 16, 2025, with Hubei Zongyang Hospital Co., Ltd. to lease the acquired property for a traditional Chinese medicine hospital, generating a monthly rent of RMB42,000[204] - On February 16, 2025, the company entered into an agreement to acquire Hongkong Starlux Intelligent Technology, a blockchain technology company, though the acquisition was not yet consummated as of the report date[205] VIE Financial Information This section provides selected consolidated financial information for Eason and its former VIE for 2022-2024, prior to the microfinance business divestiture Consolidated Statements of Operations Information (RMB in thousands) | | Year Ended December 31, 2024 | | :---------------------------------- | :------------- | | Revenue | 12,315 | | Cost of goods sold | (2,744) | | Gross profit | 9,571 | | Interest income on loans | - | | Interest expenses on loans | (856) | | Net interest loss | (856) | | General and administrative | (11,553) | | Loss on disposal of discontinued operations and subsidiaries | (497,532) | | Net (loss)/income before income tax | (500,370) | | Income tax expenses | (1,711) | | Net (loss)/income | (502,081) | Consolidated Statements of Operations Information (RMB in thousands) | | Year Ended December 31, 2023 | | :---------------------------------- | :------------- | | Consolidated Cash Flows Information | 11,218 | | Interest expenses on loans | (18,720) | | Business related taxes and surcharges | (405) | | Total interest expense | (19,125) | | Net interest loss | (7,907) | | Credit impairment losses | (373,647) | | Net interest loss after impairment loss | (381,554) | | General and administrative | (14,249) | | Total operating costs and expenses | (14,249) | | Net loss | (395,803) | Consolidated Statements of Operations Information (RMB in thousands) | | Year Ended December 31, 2022 | | :---------------------------------- | :------------- | | Interest income on loans | 44,797 | | Interest expenses on loans | (21,296) | | Business related taxes and surcharges | (405) | | Total interest expense | (21,701) | | Net interest income/(loss) | 23,096 | | Credit impairment losses | (42,420) | | Net interest loss after impairment loss | (19,324) | | Sales and marketing | (514) | | General and administrative | (10,506) | | Total operating costs and expenses | (11,020) | | Net loss | (30,344) | Consolidated Balance Sheet Information (RMB in thousands) | | As of December 31, 2024 | | :---------------------------------- | :------------- | | Current assets | 24,563 | | Assets | 70,858 | | Total liabilities | 42,809 | | Total Shareholders' (Deficit)/Equity | 28,049 | Consolidated Balance Sheet Information (RMB in thousands) | | As of December 31, 2023 | | :---------------------------------- | :------------- | | Loans receivable, net of credit impairment losses | 193,682 | | Current assets | 202,344 | | Assets | 283,516 | | Total liabilities | 334,671 | | Total Shareholders' (Deficit)/Equity | (51,155) | Consolidated Balance Sheet Information (RMB in thousands) | | As of December 31, 2022 | | :---------------------------------- | :------------- | | Loans receivable, net of credit impairment losses | 556,112 | | Current assets | 561,036 | | Assets | 600,269 | | Total Shareholders' (Deficit)/Equity | 288,158 | Consolidated Cash Flows Information (RMB in thousands) | | Year Ended December 31, 2024 | | :---------------------------------- | :------------- | | Total cash used in operating activities | (9,098) | | Total cash generated by financing activities | 8,272 | | Effect of exchange rate changes | (1,628) | | Net decrease in cash, cash equivalents and restricted cash | (2,454) | Consolidated Cash Flows Information (RMB in thousands) | | Year Ended December 31, 2023 | | :---------------------------------- | :------------- | | Total cash used in operating activities | (11,017) | | Total cash generated by financing activities | 14,785 | | Effect of exchange rate changes | (1,530) | | Net increase in cash, cash equivalents and restricted cash | 2,238 | Consolidated Cash Flows Information (RMB in thousands) | | Year Ended December 31, 2022 | | :---------------------------------- | :------------- | | Total cash used in operating activities | (7,435) | | Total cash generated by/(used in) financing activities | 6,628 | | Effect of exchange rate changes | 706 | | Net increase/(decrease) in cash, cash equivalents and restricted cash | (101) | Transfer of Cash Through our Organization Due to severe financial constraints, no cash contributions or transfers occurred among Eason, its VIE, and non-VIE subsidiaries in 2023 and 2024 - Due to severe financial restraint, Eason made no cash contributions or transfers among its VIE and non-VIE subsidiaries for the years ended December 31, 2023 and 2024[215] - Cash transfers of less than RMB10.0 million ($1.6 million) require review by Eason's financial department and the PRC subsidiary's/VIE's CEO, and approval by Eason's CFO and Chairman[218] - Cash transfers exceeding RMB10 million ($1.6 million) require approval by Eason's board of directors[218] Dividends and Other Distributions Eason relies on PRC subsidiary dividends, subject to statutory reserve requirements, with no distributions made to offshore entities or U.S. investors to date - Eason relies on dividends and other distributions from its PRC subsidiaries to fund cash and financing requirements[217] - PRC regulations permit subsidiaries to pay dividends only out of accumulated profits, after setting aside at least 10% of after-tax profits annually for a statutory reserve until it reaches 50% of registered capital[217][219] - As of the report date, no dividends or distributions have been made from PRC subsidiaries or the VIE to offshore entities or U.S. investors[217] - Renminbi is not freely convertible, and PRC government controls on foreign currency exchange may limit the ability of PRC subsidiaries to remit foreign currency for dividends[220] Corporate Information The company's principal executive offices are in Hong Kong, its registered office in the Cayman Islands, and its website is http://www.fdvsglobal.com - The company's principal executive offices are located at Room 612, 6/f, Kaiyue Comm Building, No. 2C, Argyle Street, Mongkok Kowloon, Hong Kong[221] - The company's registered office in the Cayman Islands is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104[221] - The company's website is **http://www.fdvsglobal.com**[221](index=221&type=chunk) B. Business Overview Eason Technology Limited transitioned from microfinance to real estate operation management and digital security technology, leveraging its team and public company status - Eason is a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China[222] - The company historically provided loan facilities to micro-sized enterprises, SMEs, sole proprietors, and individuals in Hubei province, PRC, but suspended these operations in the second half of 2019 due to financial constraints[222][223] - In June 2024, the company divested its microfinance lending business by selling 100% interests in its VIE and relevant subsidiaries[224] - Current operations include real estate operation management and investment in the PRC, focusing on medical and health services, commercial real estate, and emerging consumer sectors[225] - The company also operates a global digital security technology business headquartered in Hong Kong, focusing on digital asset security, intellectual property security, and AI computing power[226] Microfinance Lending Business (Historical) Historically, Eason provided various loan facilities in Hubei Province, with typical loan sizes from RMB10,000 to RMB7,000,000, before its divestiture in June 2024 - Prior to divestment, the company offered consumer loans (RMB10,000-RMB100,000), commercial loans (RMB100,000-RMB500,000), collateral-backed loans (RMB0.5 million-RMB3.0 million), and enterprise loans (RMB3.0 million-RMB7.0 million), typically with 3-12 month terms[229][230] - The microfinance lending business was suspended in the second half of 2019 due to severe financial restraint and experienced defaults[228] - The microfinance lending business was fully disposed of in June 2024[228] Real Estate Operation Management and Investment Business The company's real estate business focuses on managing, operating, and acquiring assets in key PRC industries to enhance profitability and achieve stable cash flow - The company operates in real estate operation management and investment in the PRC, focusing on medical and health services, commercial real estate, and emerging consumer sectors[231] - The professional team manages, operates, and conducts mergers and acquisitions of entrusted or self-owned assets to enhance profitability and achieve stable cash flow[231] Digital Security Technology Business Headquartered in Hong Kong, the digital security technology business focuses on digital asset security, intellectual property security, and AI computing power - The digital security technology business is headquartered in Hong Kong and focuses on digital asset security, intellectual property security, and AI computing power[232] - The objective is to develop application-level security products with proprietary intellectual property rights and build strategic partnerships with financial institutions and smart technology enterprises[232] Competitive Advantages The company's competitive advantages include professional teams, extensive real estate resources in mainland China, and public company status for data security product promotion - Professional team members have senior backgrounds in real estate investment, healthcare investment funds, investment banking, and technology development from prominent internet and blockchain firms[233] - Core team members have extensive experience in real estate investment, particularly in healthcare services, commercial real estate, and chain-based consumer enterprises in mainland China[234] - Leverages its status as a publicly listed company to promote and maintain the brand of its data security technology products, effectively reaching potential user groups[235] Growth Strategies The company's growth strategies focus on real estate operation management and digital security technology, aiming for market capitalization and diversified revenue streams - The company aims to become a key player in real estate operations, management, and long-term investment in mainland China, capitalizing on economic recovery and declining commercial property prices[237] - Real estate services include comprehensive management consulting, entrusted management, and generating stable cash flow through rental income and investment returns from self-owned properties[238][239][240] - In digital security, the strategy is to provide infrastructure services for the digital economy and digital assets, developing distinct solutions for enterprise (To B) and consumer (To C) markets[241] - Digital security revenue streams include customizing and implementing digital security strategies for businesses, selling digital security hardware products to consumers, providing traffic diversion services to partners, and investing in growth-stage digital security enterprises[242][243][244] Employees As of December 31, 2024, the company had 14 full-time employees, an increase from 2023, covered by PRC statutory social security plans - As of December 31, 2024, the company had 14 full-time employees, an increase from 10 in 2023 and 11 in 2022[248] Full-time Employees by Function (as of December 31, 2024) | Function | As of December 31, 2024 | | :------------------- | :---------------------- | | Operations | 2 | | Technical personnel | 9 | | Finance and Administration | 3 | | Total | 14 | - The company participates in PRC government statutory social security plans, including pension, medical, unemployment, work-related injury, maternity insurance, and housing provident fund[247] Intellectual Property As of December 31, 2024, the company's significant intellectual property was limited to its domain name, with no material dependency on specific IP - As of December 31, 2024, the company's significant intellectual property rights were limited to its registered domain name (http://www.fdvsglobal.com), registered in November 2020[249] - The company is not materially dependent on any intellectual property[249] Competition The company faces competition in real estate operation management from commercial property service providers and in digital security technology from traditional market players - In the real estate operation management sector, competitors include commercial property service providers and affiliate operating subsidiaries of real estate groups[250] - In the digital security technology business, the company faces competition from traditional market players such as Sangfor Technologies Inc. and Qi An Xin Technology Group Inc.[251] Customers Shenzhen Four Divisions Global Industrial Operation Co., Ltd. provides real estate services for RMB1.8 million, and Hong Kong Three Entities provides digital security consultancy for RMB1.23 million - Shenzhen Four Divisions Global Industrial Operation Co., Ltd. provides real estate operation management services to Jiangsu Suqian Zhenming Enterprise Management LLC, with a total fee of RMB1.8 million[252] - Hong Kong Three Entities entered a consultancy agreement with Hong Kong Ren Ying Investment LLC for RMB1.23 million to develop digital assets management and operations systems[253] Government Regulations The company's China operations are subject to evolving PRC regulations on foreign investment, cybersecurity, data security, and overseas listings, creating compliance uncertainties - The PRC government has initiated a series of regulatory actions on business operations, including cracking down on illegal securities activities, enhancing supervision over China-based companies listed overseas, and expanding cybersecurity and anti-monopoly enforcement[256] - The M&A Rules and Anti-Monopoly Law impose additional procedures and requirements for foreign investor acquisitions and change-of-control transactions, with increased penalties for violations[257] - Recent regulations like the Measures for Cybersecurity Review (2021 version) and the PRC Data Security Law impose strict data security and privacy obligations, requiring cybersecurity review for online platform operators with over one million users seeking foreign listings[259][269][270] - The Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies (effective March 31, 2023) require PRC domestic companies to file with the CSRC for overseas listings and subsequent offerings, with significant uncertainties remaining[264][265] - PRC laws restrict foreign exchange for capital account transactions and require statutory reserves from PRC subsidiaries' profits, potentially limiting dividend distributions to the holding company[278][279][280][281] C. Organizational Structure The organizational structure is described in Item 4.A. History and Development of the Company - The organizational structure is described in 'Item 4. Information on the Company-A. History and Development of the Company'[285] D. Property, Plants and Equipment The company acquired land use rights in Wuhan City for $6.3 million and leases its principal executive office in Hong Kong - On November 13, 2013, the company acquired land use rights for a parcel in Xinzhou District, Wuhan City, China, with a transaction value of $6.3 million[286] - The principal executive office is leased in Hong Kong, with approximately 152 square meters of office space, under a one-year term from February 1, 2024[287] Item 4A. Unresolved Staff Comments There are no unresolved staff comments - This item is marked as 'None'[288] Item 5. Operating and Financial Review and Prospects This section discusses the company's financial condition, operating results, business transformation, accounting policies, and comparative financial performance CIB Transaction On December 28, 2017, the company completed the CIB Transaction, divesting apparel and acquiring True Silver's microfinance business via reverse acquisition - On December 28, 2017, the company completed the CIB Transaction, divesting its apparel business and acquiring True Silver, which operated a microfinance lending business in Hubei Province[290][292] - The CIB Transaction was accounted for as a reverse acquisition, with True Silver considered the accounting acquirer, meaning True Silver's historical financial statements were treated as the company's historical financial statements[293][294] A. Operating Results The company's operating results reflect a significant business transformation, with a 2024 net loss of RMB502.1 million primarily due to discontinued operations disposal - Eason is a Cayman Islands holding company, with operations primarily conducted by its subsidiaries in China, having divested its microfinance business in June 2024 to focus on real estate management and digital technology[295] - Key factors affecting operating results include China's economic and regulatory conditions, market interest rates, and bankruptcy rates[307] Summary Statements of Operations (RMB '000) | Indicator | 2022 | 2023 | 2024 | 2024 (US$) | | :-------------------------------------------- | :-------- | :-------- | :-------- | :--------- | | Revenue | - | - | 12,315 | 1,712 | | Cost of revenue | - | - | (2,744) | (381) | | Gross profit | - | - | 9,571 | 1,331 | | Interest income on loans | 44,797 | 11,218 | - | - | | Total interest expense | (21,701) | (19,125) | (856) | (119) | | Net interest income/(loss) | 23,096 | (7,907) | (856) | (119) | | Credit impairment losses | (42,420) | (373,647) | - | - | | Net interest loss after credit impairment losses | (19,324) | (381,554) | (856) | (119) | | Sales and marketing | (514) | - | - | - | | General and administrative | (10,506) | (14,249) | (11,553) | (1,606) | | Total operating expenses | (11,020) | (14,249) | (11,553) | (1,606) | | Loss on disposal of discontinued operations and subsidiaries | - | - | (497,532) | (69,165) | | Loss before tax | (30,344) | (395,803) | (500,370) | (69,559) | | Income tax expense | - | - | (1,711) | (238) | | Net loss | (30,344) | (395,803) | (502,081) | (69,797) | Critical Accounting Policies and Estimates The company's IFRS financial statements require significant estimates, with key policies covering interest income, impairment measurement for ECL, and income taxes - Interest income and expense for financial instruments are recognized using the effective interest method, with the effective interest rate discounting estimated future cash flows[309][310] - Impairment measurement follows an IFRS 9 'three-stage' model based on changes in credit quality: Stage 1 (12-month ECL), Stage 2 (lifetime ECL for significant increase in credit risk), and Stage 3 (lifetime ECL for credit-impaired assets)[314][315][322] - A financial asset is 'credit-impaired' (Stage 3) when events have a detrimental impact on estimated future cash flows, such as significant financial difficulty or breach of contract[321] - Deferred tax assets and liabilities are recognized for temporary differences between tax bases and financial reporting amounts, with deferred tax assets recognized only if future taxable profits are probable[339] - The PRC tax returns for the company's PRC subsidiary and VIE are open to examination by tax authorities for tax years beginning in 2018, with no uncertain tax positions as of December 31, 2024[340] Comparison of results of operations for the years ended December 31, 2024 and 2023 In 2024, new businesses generated RMB12.3 million revenue, while the net loss increased to RMB502.1 million, primarily due to a RMB497.5 million loss on discontinued operations disposal Revenue and Gross Profit (2024 vs 2023) | Metric | 2023 (RMB) | 2024 (RMB) | Change (RMB) | | :------------ | :--------- | :--------- | :----------- | | Revenue | - | 12,315,000 | +12,315,000 | | Cost of sales | - | (2,744,000)| (2,744,000) | | Gross profit | - | 9,571,000 | +9,571,000 | | Gross margin | - | 77.7% | N/A | Interest Expenses and Credit Impairment Losses (2024 vs 2023) | Metric | 2023 (RMB) | 2024 (RMB) | Change (RMB) | | :-------------------------- | :----------- | :--------- | :----------- | | Interest income on loans | 11,218,000 | - | (11,218,000) | | Interest expenses on loans | (18,720,000) | (856,000) | +17,864,000 | | Credit impairment losses | (373,647,000)| - | +373,647,000 | | Business related taxes and surcharges | (405,000) | - | +405,000 | - The decrease in interest expenses and credit impairment losses was primarily attributable to the divestiture of the microfinance business in 2024[350][352][354] Operating Expenses and Net Loss (2024 vs 2023) | Metric | 2023 (RMB) | 2024 (RMB) | Change (RMB) | | :----------------------------------------- | :------------ | :------------ | :----------- | | General and administrative expenses | (14,249,000) | (11,553,000) | +2,696,000 | | Loss on disposal of discontinued operations and subsidiaries | - | (497,532,000) | (497,532,000)| | Income tax expenses | - | (1,711,000) | (1,711,000) | | Net loss | (395,803,000) | (502,081,000) | (106,278,000)| Comparison of results of operations for the years ended December 31, 2023 and 2022 In 2023, interest income decreased by RMB33.6 million, credit impairment losses surged by RMB331.2 million, and net loss increased by RMB365.5 million to RMB395.8 million Interest Income and Expenses (2023 vs 2022) | Metric | 2022 (RMB) | 2023 (RMB) | Change (RMB) | | :-------------------------- | :----------- | :----------- | :----------- | | Interest income on loans | 44,797,000 | 11,218,000 | (33,579,000) | | Interest expenses on loans | (21,296,000) | (18,720,000) | +2,576,000 | | Business related taxes and surcharges | (405,000) | (405,000) | - | - The decline in interest income on loans was mainly attributable to the revaluation of loan recoverability and cessation of interest accrual on loans with 100% impairment loss provided in 2023[358] Credit Impairment Losses and Operating Expenses (2023 vs 2022) | Metric | 2022 (RMB) | 2023 (RMB) | Change (RMB) | | :-------------------------- | :----------- | :----------- | :----------- | | Credit impairment losses | (42,420,000) | (373,647,000)| (331,227,000)| | Sales and marketing expenses| (514,000) | - | +514,000 | | General and administrative expenses | (10,506,000) | (14,249,000) | (3,743,000) | | Net loss | (30,344,000) | (395,803,000)| (365,459,000)| - Allowance for loan losses increased significantly in 2023 due to a 100% impairment loss provision for long-aging and uncollectible loans after assessment of debtor circumstances and recoverability[362] - General and administrative expenses increased primarily due to higher legal and other professional services fees, as well as costs incurred for the issuance of convertible notes and ADSs[364] B. Liquidity and Capital Resources The company faces severe liquidity issues with negative operating cash flows and significant liabilities, planning intensified collections, collateral monetization, and equity financing - The company had negative cash flows of RMB0.8 million ($0.1 million) in 2024, and net current liabilities of RMB18.2 million ($2.5 million) and an accumulated loss of RMB535.2 million ($73.3 million) as of December 31, 2024[368] - Severe liquidity issues arose from securities exchanges ceasing financing and loan receivables becoming credit-impaired, leading to defaults on loans payable and obligations to service providers and employees, and resulting in multiple legal proceedings[369] - Management plans to intensify loan and interest collection, monetize collateral, and actively seek equity financing from private placements to meet cash needs for the next 12 months[370][371] - A director, Mr. Hao Xu, has provided a financial support letter expressing willingness to provide necessary financial support[370] Summary of Cash Flows (RMB '000) | Metric | 2023 | 2024 | 2024 (US$) | | :----------------------------------------- | :-------- | :-------- | :--------- | | Net cash used in operating activities | (11,017) | (9,098) | (1,264) | | Net cash generated by financing activities | 14,785 | 8,272 | 1,150 | | Net increase/(decrease) in cash, cash equivalents and restricted cash | 3,768 | (826) | (114) | | Cash, cash equivalents and restricted cash at end of the year | 2,533 | 79 | 16 | C. Research and Development The company has not made significant R&D expenditures recently but plans to invest in this area for its new businesses - The company has not made significant expenditures on research and development in recent years but plans to invest in this aspect for its new business lines[384] D. Trend Information No significant trends, uncertainties, demands, commitments, or events for 2024 are expected to materially adversely affect the company's financial performance or liquidity - No significant trends, uncertainties, demands, commitments, or events for the year ended December 31, 2024, are reasonably likely to have a material adverse effect on net revenues, income, profitability, liquidity, or capital resources, other than those already disclosed[385] E. Critical Accounting Estimates This item is not applicable, as critical accounting estimates are discussed within the operating results section - This item is marked as 'Not applicable'[386] Item 6. Directors, Senior Management and Employees This section provides information on the company's directors, executive officers, compensation, board practices, and employee details, including recent board changes and an equity incentive plan A. Directors and Senior Management The board consists of seven members, including four independent directors, with Mr. Longwen (Stanley) He serving as CEO and Chairman, following recent board changes - On September 23, 2024, Mr. Ai (Kosten) Mei resigned as CEO and Chairman, and Mr. Qi Chen resigned as a director[386] - Mr. Longwen (Stanley) He was appointed as the new CEO and Chairman of the Board on September 23, 2024[386] - On March 26, 2025, Mr. Jun Hu, Mr. Stephen Liao, and Mr. Halen Fu were ratified and appointed as independent directors[387] Directors and Executive Officers | Name | Age | Position | | :---------------- | :-- | :------------------------------------- | | Longwen (Stanley) He | 37 | Director (Chairman); Chief Executive Officer | | Yuan Gao | 32 | Director | | Hao Xu | 36 | Director | | Siyuan Xu | 32 | Independent director | | Jun Hu | 35 | Independent director | | Stephan Liao | 40 | Independent director | | Halen Fu | 51 | Independent director | | Xiang (Johnny) Zhou | 49 | Chief Financial Officer | B. Compensation In 2024, aggregate compensation for executive officers and directors was RMB1.287 million ($179,000), and a 2025 Equity Incentive Plan was adopted, authorizing up to 2 billion Class A ordinary shares Aggregate Compensation for Executive Officers and Directors | Fiscal Year Ended | Amount (RMB) | Amount (US$) | | :---------------- | :----------- | :----------- | | December 31, 2024 | 1,287,000 | 179,000 | - The company participates in PRC government statutory social security plans for employees, including pension, medical, unemployment, work-related injury, maternity insurance, and housing provident fund[398] - The 2025 Equity Incentive Plan, effective December 13, 2024, authorizes the issuance of up to 2 billion Class A ordinary shares for awards to employees, directors, and consultants[399] - As of the report date, no Class A ordinary shares have been granted under the 2025 Plan[400] C. Board Practices The company's board comprises seven members with four independent directors, operating with three committees, and its corporate governance practices differ from NYSE American standards - The board of directors consists of seven directors, four of whom are independent[409] - Directors serve until resignation or removal by ordinary resolution; officers serve at the discretion of the Board[410] - The company has an Audit Committee (chaired by Hao Xu), a Compensation Committee (chaired by Stephen Liao), and a Nominating and Corporate Governance Committee (chaired by Halen Fu), all composed of independent directors[412][414][415] - The company's corporate governance practices, as a foreign private issuer, differ from NYSE American standards, particularly regarding the majority of independent directors and shareholder approval requirements for certain transactions[593][594] D. Employees Information regarding the company's employees is detailed in Item 4.B. Business Overview - Employees - Employee information is provided in 'Item 4. Information on the Company - B. Business Overview - Employees'[424] E. Share Ownership As of the report date, the company had 82.76 billion Class A and 512.23 million Class B ordinary shares outstanding, with Deutsche Bank holding 99.3% of total ordinary shares Share Ownership by Directors and Executive Officers | Name | Class A ordinary shares | Class B ordinary shares | Total ordinary shares (as-converted basis) | | :---------------- | :---------------------- | :---------------------- | :--------------------------------------- | | Xiang (Johnny) Zhou | 8,640,000 | — | 8,640,000 | - As of the report date, the company had 82.76 billion Class A ordinary shares and 512.23 million Class B ordinary shares issued and outstanding[428] - Deutsche Bank Trust Company Americas, as the depositary for ADSs, was the only record holder of ordinary shares in the United States, holding approximately 99.3% of total outstanding ordinary shares[428] - Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B ordinary shares is entitled to 50 votes per share[433] F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation. This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[427] Item 7. Major Shareholders and Related Party Transactions This section refers to major shareholder information and details material related party transactions before 2024, which were disposed of in June 2024 A. Major Shareholders Information on major shareholders is provided in Item 6.E. Share Ownership - Information on major shareholders is referred to 'Item 6. Directors, Senior Management and Employees-E. Share Ownership'[428] B. Related Party Transactions The audit committee reviews related party transactions, which prior to June 2024 divestiture, included overdue loans payable to related parties and shareholders, and consulting expenses - The audit committee reviews and approves all related party transactions[430] - Prior to the microfinance business divestiture in June 2024, there were overdue loans payable to related parties Hubei Shanyin Wealth Management Co., Ltd. and Hubei New Nature Investment Co., Ltd., both owned by the former Chairman, Mr. Ricky Qizhi Wei[431][434][436][437][890][891][892][893] Loans Payable to Related Parties (as of Dec 31, 2023) | Related Party | Loans Payable (RMB) | Interest Payable (RMB) | | :-------------------------------- | :------------------ | :--------------------- | | Hubei Shanyin Wealth Management Co., Ltd. | 50,000,000 | 24,400,000 | | Hubei New Nature Investment Co., Ltd. | 900,000 | 1,900,000 | - Overdue loans payable to shareholders Wang Hailin and Li Ling totaled RMB20.0 million in principal and RMB20.6 million in interest as of December 31, 2023[438][439][444][894][895][900] - Consulting expenses were incurred for representatives from Hubei Daily, a shareholder of the former VIE, in 2021, 2022, and 2023, but were nil in 2024 after divestiture[445][901][902] - In 2024, the company provided RMB1.8 million in real estate operation management services to a related party, with RMB1.6 million due from the related party as of December 31, 2024[910] C. Interests of Experts and Counsel This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[450] Item 8. Financial Information This section refers to consolidated financial statements, outlines dividend policy, and details past legal proceedings related to the divested microfinance business A. Consolidated Statements and Other Financial Information The company's consolidated financial statements are in Item 18; its dividend policy is discretionary and subject to PRC laws, with past microfinance legal proceedings transferred upon divestiture - The company's board has complete discretion on dividend payments, which are subject to future operations, earnings, capital requirements, and PRC regulations[451][452] - PRC subsidiaries can only pay dividends from accumulated profits after setting aside at least 10% of after-tax profits for a statutory reserve until it reaches 50% of paid-up capital[453] - The divested microfinance business was involved in multiple legal proceedings, including execution cases for property preservation, pre-litigation protective measures, and loan contract disputes, with significant amounts frozen or subject to court orders[454][455][456][457][458][460][461][462][463][464][466][467][471][472][473] - Upon divestiture of the microfinance business in June 2024, all related assets and liabilities, including legal proceedings, were transferred to the acquiring party[455][912][913] - As of the reporting date, the company is not involved in any legal proceedings[914] B. Significant Changes No significant changes have occurred since the audited consolidated financial statements, other than those disclosed in this annual report - No significant changes have occurred since the date of the audited consolidated financial statements, other than those disclosed elsewhere in the annual report[474] Item 9. The Offer and Listing This section details the company's ADS listing history on NYSE and NYSE American, including changes in the ADS to ordinary share ratio A. Offer and Listing Details The company's ADSs were listed on NYSE in 2010, transitioned to NYSE American in 2017, and the ADS to ordinary share ratio changed to 1:60,000 in 2025 - The company's ADSs were listed on the NYSE on November 23, 2010, and transitioned to the NYSE American on December 28, 2017, trading under the symbol 'DXF' since March 5, 2018[475] - The ADS to ordinary share ratio has changed multiple times, most recently to 1:60,000 effective January 10, 2025[475] B. Plan of Distribution This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[476] C. Markets The company's ADSs are listed on the NYSE American, with a history of trading symbol and ADS ratio changes - The company's ADSs were listed on the NYSE on November 23, 2010, and transitioned to the NYSE American on December 28, 2017, trading under the symbol 'DXF' since March 5, 2018[477] - The ADS to ordinary share ratio has changed multiple times, most recently to 1:480 from July 25, 2023[477] D. Selling Shareholders This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[478] E. Dilution This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[479] F. Expenses of the Issue This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[480] Item 10. Additional Information This section provides additional corporate information, including share capital, articles of association, material contracts, exchange controls, and taxation in the Cayman Islands, PRC, and U.S A. Share Capital This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[481] B. Memorandum and Articles of Association The company is an exempted Cayman Islands company, whose corporate law differs from U.S. law regarding filing, mergers, shareholder rights, and anti-takeover provisions - The company is an exempted company with limited liability under the Cayman Islands Companies Act, which offers exemptions from certain filing and meeting requirements[484] - Cayman Islands law permits mergers and consolidations with specific approval and filing requirements, and dissenting shareholders have appraisal rights[487][490] - Shareholders have limited rights to requisition a general meeting and no statutory right to put proposals before a general meeting, unlike under Delaware law[507] - The company's articles of association contain anti-takeover provisions, such as the board's authority to issue preferred shares, which could discourage changes in control[499] - Directors' fiduciary duties under Cayman Islands law include acting bona fide in the company's best interests and with skill and care, similar to U.S. standards but with some differences in judicial precedent[504] C. Material Contracts The company has not entered into any material contracts other than in the ordinary course of business and those described elsewhere in this annual report - The company has not entered into any material contracts other than in the ordinary course of business and those described elsewhere in this annual report[516] D. Exchange Controls The Cayman Islands has no exchange controls, but PRC government controls on Renminbi convertibility may limit PRC subsidiaries' ability to remit funds - The Cayman Islands currently has no exchange control restrictions[517] - The PRC government imposes controls on the convertibility of Renminbi into foreign currencies, with current account items generally freely convertible but capital account items requiring SAFE approval or registration[220][278][279] E. Taxation This section outlines taxation in the Cayman Islands, PRC, and U.S., covering corporate income, dividends, dispositions, and potential PFIC rules for U.S. Holders - The Cayman Islands currently levies no taxes on individuals or corporations based on profits, income, gains, or appreciation[518] - If classified as a PRC tax resident enterprise, the company's global income would be subject to a 25% PRC enterprise income tax, and dividends to non-PRC enterprise shareholders may be subject to a 10% PRC withholding tax[519][96][97][98] - For U.S. Holders, dividends are generally included in gross income as dividend income and may qualify for lower capital gains rates if certain conditions are met[526][527] - U.S. Holders may recognize taxable capital gain or loss on the disposition of ADSs or ordinary shares[532] - The company's PFIC status is determined annually based on income and assets; if deemed a PFIC, U.S. Holders may face adverse tax consequences on excess distributions and gains unless a 'mark-to-market' or 'deemed sale' election is made[533][534][535][537][539][540][541] F. Dividends and Paying Agents This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[548] G. Statement by Experts This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[549] H. Documents on Display The company files its annual report on Form 20-F and other documents with the SEC, and as a foreign private issuer, is exempt from certain U.S. proxy rules - The company files its annual report on Form 20-F and other documents with the SEC, accessible on **www.sec.gov**[550](index=550&type=chunk)[551] - As a foreign private issuer, the company is exempt from certain U.S. proxy rules and Section 16 reporting requirements[551] - Annual reports, including audited financial statements prepared in conformity with IFRS, will be furnished to shareholders[553] I. Subsidiary Information This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[554] J. Annual Report to Security Holders If required to provide an annual report to security holders in response to Form 6-K, the company will submit it in electronic format - If required to provide an annual report to security holders in response to Form 6-K, the company will submit it in electronic format[555] Item 11. Quantitative and Qualitative Disclosure About Market Risk This section discusses the company's exposure to market risks, including credit, liquidity, foreign currency, and interest rate risks, and their management - Credit risk is a significant risk, arising principally from lending activities, and is managed by a credit committee through practices, policies, and continuous monitoring[557][558][565] - Liquidity risk is the risk of insufficient financial resources to meet obligations, arising from cash flow timing mismatches inherent in lending operations[558] - Foreign currency risk is generally limited as revenues and expenses are mostly in RMB, but the value of ADSs is affected by the U.S. dollar and RMB exchange rate[560] - Interest rate risk primarily relates to net interest income, managed through monitoring interest rate gaps and basis risk, with no use of derivative financial instruments for hedging[562] Assets and Liabilities Subject to Market Risk (RMB '000) | Category | As of December 31, 2023 | As of December 31, 2024 | | :------------------------ | :---------------------- | :---------------------- | | Assets subject to market risk | | | | Loans receivable | 193,682 | - | | Trade receivable | - | 12,568 | | Liabilities subject to market risk | | | | Loan payable | 161,439 | - | | Convertible notes payable | 10,011 | 12,922 | | Trade payable | - | 1,302 | Item 12. Description of Securities Other Than Equity Securities This section details fees and charges associated with the company's American Depositary Shares (ADSs); other sub-items are not applicable A. Debt Securities This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[563] B. Warrants and Rights This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[564] C. Other Securities This sub-item is not applicable to the company's filing - This item is marked as 'Not applicable'[566] D. American Depositary Shares Deutsche Bank Trust Company Americas, as the ADS depositary, may charge various service fees for issuance, cancellation, distribution, and annual maintenance Depositary Service Fees for ADSs | Service | Fees | | :------------------------------------------ | :---------------------------------------- | | Issuance or distribution of ADSs | Up to $0.05 per ADS issued | | Surrender of ADSs for cancellation/withdrawal | Up to $0.05 per ADS surrendered | | Distribution of cash proceeds | Up to $0.05 per ADS held | | Distribution of ADSs upon rights exercise | Up to $0.05 per ADS issued | | Operation and maintenance costs | Up to $0.05 per ADS held (annual basis) | - Holders and beneficial owners of ADSs are also required to pay taxes, registration fees, cable/telex