Dunxin Financial Holdings Limited Announces Planned ADS Ratio Change

Rhea-AI Summary

Dunxin Financial Holdings (OTC Pink: DXFFY) announced plans to change its American depositary shares (ADSs) ratio from 1:480 to 1:60,000 Class A ordinary shares, effective December 4, 2024. This change will function similarly to a 1:125 reverse split for ADS holders.

The company's Class A ordinary shares will remain unchanged. ADS holders must surrender their securities for cancellation and exchange. No fractional ADSs will be issued; instead, fractional entitlements will be sold, with net proceeds distributed to affected holders. Trading will continue under the symbol 'DXFFY' on the OTC Pink market.

Positive

• None.

Negative

• Implementation of a significant ADS ratio change (1:125 equivalent reverse split) potentially indicating share price concerns
• Trading on OTC Pink market instead of major exchanges suggests reduced market visibility and liquidity

Insights

Financial Analyst

The announced ADS ratio change from 1:480 to 1:60,000 represents a significant technical adjustment that effectively functions as a 1:125 reverse split for ADS holders. This restructuring appears to be a strategic move to maintain OTC listing compliance and potentially boost the trading price. While this doesn't change the underlying value of the company, it's worth noting that Dunxin's micro-cap status ($2.17M) and OTC listing indicate elevated risk levels.

The mechanics of this change involve mandatory ADS surrender and reissuance, with fractional shares being liquidated and cash distributed to holders. Historical patterns suggest that such dramatic ratio changes often signal underlying financial stress or compliance issues. The timing, coming at year-end and the magnitude of the adjustment (12,400% increase in underlying shares per ADS) warrant careful scrutiny of the company's fundamental health.

HONG KONG, Dec. 3, 2024 /PRNewswire/ -- Dunxin Financial Holdings Limited ("Dunxin" or the "Company") (OTC Pink: DXFFY), a company engaged in real estate operation management and investment and a digital technology security business in Hong Kong, today announced that it plans to change the ratio of its American depositary shares ("ADSs") from one (1) ADS representing four hundred and eighty (480) Class A ordinary shares to one (1) ADS representing sixty thousand (60,000) Class A ordinary shares. The effect of the ratio change on the ADS trading price on the OTC Pink (the "OTC") is expected to take place at the open of trading on December 4, 2024 (U.S. Eastern Time).

For the Company's ADS holders, the ADS ratio change will have the same effect as a one-for-one hundred and twenty-five reverse split. There will be no change to the Company's Class A ordinary shares. ADS holders of record on the effective date will need to surrender their ADS to the depositary bank for cancellation and exchange in connection with the ADS ratio change, with further details to be provided in the notice by the depositary bank. As of the effective date for the ADS ratio change, Dunxin's ADSs will continue to be traded on the OTC under the symbol "DXFFY".

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than the ADS price on a proportionate basis.

About Dunxin Financial Holdings Limited

Dunxin is a licensed microfinance lender serving individuals and SMEs in Hubei Province, China. Dunxin suspended offering loans to its customers since 2020.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

 

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SOURCE Dunxin Financial Holding Limited

FAQ

What is the new ADS ratio for Dunxin Financial Holdings (DXFFY)?

Effective December 4, 2024, Dunxin's new ADS ratio will be 1 ADS representing 60,000 Class A ordinary shares, changed from the previous ratio of 1 ADS representing 480 shares.

How will the DXFFY ADS ratio change affect shareholders?

The ratio change will have the same effect as a 1-for-125 reverse split for ADS holders. Holders must surrender their ADSs for cancellation and exchange, with fractional shares being sold and proceeds distributed to affected holders.

When will Dunxin's (DXFFY) ADS ratio change take effect?

The ADS ratio change is scheduled to take effect at the open of trading on December 4, 2024 (U.S. Eastern Time).