X Financial gets preliminary, non-binding $6.03/ADS bid

The proposal cites premiums of 28.3% to the last trading day's closing price and 25.1% to the 30-trading-day volume-weighted average closing price.

Available on EDGAR 11/06/2026 - 06:06 AM EST Accepted by SEC EDGAR 11/06/2026 - 06:06 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

X Financial received a preliminary, non-binding proposal from Mangrove Coast Investment Limited to acquire all outstanding ordinary shares not beneficially owned by Mangrove for $1.005 in cash per ordinary share, or $6.03 in cash per ADS. Each ADS represents six Class A ordinary shares. The proposal states that its prices represent premiums of 28.3% to the closing price on the last trading day and 25.1% to the volume-weighted average closing price during the last 30 trading days.

According to the proposal, Mangrove holds approximately 93.45% of the total voting power of X Financial’s issued and outstanding shares. Chairman and Chief Executive Officer Yue (Justin) Tang is affiliated with Mangrove and will recuse himself from Board deliberations or decisions on the proposal. The Board intends to form a special committee of independent directors and expects it to retain independent advisors. The Board has not yet evaluated the proposal or decided how to respond.

Key Figures

Cash price per ordinary share: $1.005 per ordinary share Cash price per ADS: $6.03 per ADS Ordinary shares per ADS: 6 Class A ordinary shares +3 more

6 metrics

Cash price per ordinary share $1.005 per ordinary share Mangrove's preliminary, non-binding proposal

Cash price per ADS $6.03 per ADS Each ADS represents six Class A ordinary shares

Ordinary shares per ADS 6 Class A ordinary shares ADS ratio stated by X Financial

Voting power held by Mangrove Approximately 93.45% Of X Financial’s total voting power, according to the proposal

Premium to last trading day's closing price 28.3% Premium stated in the proposal

Premium to volume-weighted average closing price 25.1% During the last 30 trading days, as stated in the proposal

Key Terms

preliminary non-binding proposal, going-private transaction, American depositary shares, volume-weighted average closing price, +1 more

5 terms

preliminary non-binding proposal financial

"received a preliminary non-binding proposal"

An initial, informal offer sent by one party to another that outlines basic terms for a possible deal but does not create legal obligations. Like a handshake or draft sketch, it signals serious interest and can prompt market reaction or changes in share price, yet the details can be revised or the offer withdrawn as negotiations continue. Investors should view it as a meaningful clue about potential corporate action, not a guaranteed outcome.

going-private transaction financial

"in a going-private transaction"

A going-private transaction is when a company’s publicly traded shares are bought out so the company is no longer listed on a stock exchange, usually by private investors or existing management. For investors it matters because public shareholders typically receive cash or other compensation and lose future public trading liquidity; the deal often includes a premium over the market price and signals a major strategic shift in how the business will be run.

American depositary shares financial

"Class A ordinary shares represented by American depositary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

volume-weighted average closing price financial

"volume-weighted average closing price during the last 30 trading days"

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

special committee regulatory

"form a special committee consisting of independent directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What price did Mangrove propose for XYF?

Mangrove Coast Investment Limited proposed $1.005 in cash per ordinary share, or $6.03 in cash per ADS. Each ADS represents six Class A ordinary shares. The proposal covers all outstanding ordinary shares not beneficially owned by Mangrove.

What premiums does Mangrove's XYF proposal cite?

The proposal states premiums of 28.3% to the closing price on the last trading day and 25.1% to the volume-weighted average closing price during the last 30 trading days.

Has XYF's board approved Mangrove's proposal?

The Board has not yet carefully reviewed or evaluated the proposal or made a decision about its response. It intends to form a special committee of independent directors, and Yue (Justin) Tang will recuse himself from related Board deliberations or decisions. There can be no assurance that a definitive offer or agreement will result, or that a transaction will be approved or completed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission file number: 001-38652

X Financial 

(Exact name of registrant as specified in its charter)

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue, Nanshan District

Shenzhen, 518067, the People’s Republic of China

+86-755-86282977

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

On November 6, 2026, the board of directors (the “Board”) of X Financial (NYSE: XYF) (the “Company”) received a preliminary non-binding proposal letter, dated November 6, 2026, from Mangrove Coast Investment Limited (“Mangrove”) to acquire all outstanding ordinary shares of the Company not beneficially owned by Mangrove, including Class A ordinary shares represented by American depositary shares (the “ADSs,” with each representing six Class A ordinary shares), for US$1.005 in cash per ordinary share, or US$6.03 in cash per ADS. A copy of the proposal letter is attached hereto as Exhibit 99.1.

Mr. Yue (Justin) Tang, the Company’s Chairman and Chief Executive Officer, is affiliated with Mangrove. According to the proposal letter, Mangrove holds approximately 93.45% of the total voting power of the Company’s issued and outstanding shares. Mr. Tang will recuse himself from participating in any Board deliberations or decisions relating to the proposal.

The Board intends to form a special committee consisting of independent directors to consider the proposal. The Board expects that the special committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process. 

The Board cautions the Company’s shareholders and others considering trading in the Company’s securities that the Board has just received the proposal letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction, or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide updates with respect to this or any other transaction, except as required under applicable law.

Safe Harbor Statement

This report contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Among other things, statements regarding the proposed transaction, the formation of a special committee and the retention of advisors, and the Board’s evaluation of the proposal contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, including whether any definitive agreement will be entered into, whether the proposed transaction will be completed, and the terms of any such transaction. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. All information provided in this report is as of the date of this report, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

EXHIBIT INDEX

Exhibit		Description
99.1		Preliminary Non-Binding Proposal Letter from Mangrove Coast Investment Limited, dated November 6, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	X Financial
Date: November 6, 2026	By:	/s/ Frank Fuya Zheng
		Frank Fuya Zheng
		Chief Financial Officer

Exhibit 99.1

November 6, 2026

Board of Directors 

X Financial

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue

Nanshan District, Shenzhen, 518067

People’s Republic of China

Dear Sirs:

We, Mangrove Coast Investment Limited (“Mangrove”) are pleased to submit this preliminary non-binding proposal to acquire X Financial (the “Company”) in a going-private transaction (the “Acquisition”) as described below.

We believe that our proposal provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of 28.3% and 25.1% to the closing price on the last trading day, and the volume-weighted average closing price during the last 30 trading days, respectively.

1. Purchase Price. The consideration payable for each American Depositary Share of the Company (“ADS”, each representing six Class A ordinary share of the Company) will be US$6.03 in cash, or US$1.005 in cash per ordinary share (in each case other than those ADSs or ordinary shares beneficially owned by Mangrove). Mangrove holds approximately 93.45% of the total voting power of the Company’s issued and outstanding shares.

2. Funding. We intend to finance the Acquisition with a combination of debt and equity capital. Equity financing will be provided by Mangrove and its affiliates in the form of cash and/or rollover equity in the Company. Debt financing is expected to be provided by loans from third party financial institutions. We are confident that we can timely secure adequate financing to consummate the Acquisition.

3. Due Diligence. We have engaged Hogan Lovells Cadwalader as our U.S. legal counsel. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements (as defined below).

4. Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the “Definitive Agreements”). The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

5. Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Company’s Board of Directors (the “Board”) will evaluate the Acquisition independently. Given the affiliation of Mangrove and Mr. Yue (Justin) Tang, the Chief Executive Officer and the chairman of the Board of the Company, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition and that Mr. Tang will recuse himself from participating in any Board deliberations and decisions related to the Acquisition.

6. Confidentiality. Mangrove will, as required by law, promptly make a Schedule 13D filing to disclose this letter. However, we believe that it is in all of our interest to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

Page 1 of 2

7. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute an offer capable of acceptance or any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.

	Sincerely,
	Mangrove Coast Investment Limited
	By:	/s/ Yue (Justin) Tang
	Name:	Yue (Justin) Tang
	Title:	Director

Page 2 of 2

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.9 KB