X Financial Files 20-F/A Amendment

TL;DR

X Financial filed an amendment to its 2023 annual report on Dec 5, 2024. Check for updates on financials and tax status.

AI Summary

X Financial filed an amendment (20-F/A) on December 5, 2024, for their fiscal year ending December 31, 2023. The filing, with SEC file number 001-38652, originates from Shenzhen, China. It pertains to financial services and includes references to share-based payment arrangements and tax years 2023-2025.

Why It Matters

This amendment provides updated information for X Financial's annual report, crucial for investors and regulators to assess the company's financial health and compliance.

Risk Assessment

Risk Level: medium — Amendments to 20-F filings can indicate significant updates or corrections to previously reported financial information, requiring closer scrutiny.

Key Numbers

• 001-38652 — SEC File Number (Identifies X Financial's filings with the SEC.)
• 20231231 — Fiscal Year End (The period the report covers.)

Key Players & Entities

• X Financial (company) — Filer of the 20-F/A amendment
• 001-38652 (company) — SEC File Number for X Financial
• 20231231 (date) — Conformed Period of Report for the filing
• 20241205 (date) — Filing date of the amendment
• Shenzhen (location) — City of X Financial's business and mail address

FAQ

Key Financial Figures

• $0.0001 — ix Class A ordinary shares, par value US$0.0001 per share* XYF The New York Stock E

Filing Documents

• xyf-20231231x20fa.htm (20-F/A) — 4828KB
• xyf-20231231xex12d1.htm (EX-12.1) — 11KB
• xyf-20231231xex12d2.htm (EX-12.2) — 11KB
• xyf-20231231xex13d1.htm (EX-13.1) — 5KB
• xyf-20231231xex13d2.htm (EX-13.2) — 6KB
• xyf-20231231xex15d1.htm (EX-15.1) — 3KB
• 0001410578-24-002071.txt ( ) — 27780KB
• xyf-20231231.xsd (EX-101.SCH) — 129KB
• xyf-20231231_cal.xml (EX-101.CAL) — 107KB
• xyf-20231231_def.xml (EX-101.DEF) — 624KB
• xyf-20231231_lab.xml (EX-101.LAB) — 1031KB
• xyf-20231231_pre.xml (EX-101.PRE) — 888KB
• xyf-20231231x20fa_htm.xml (XML) — 8159KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Explanatory Note X Financial (the "Company") is filing this Amendment No. 1 (this "Amendment" or "Form 20-F/A") to the annual report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2024 (the "Original Form 20-F") to make certain changes as described below. Background The Company recently identified two errors in the presentation of consolidated statements of comprehensive income (loss) ("Income Statement") and classification of consolidated statements of cash flows ("Statement of Cash Flows"): Error in presentation of Income Statement: The Company incorrectly presented the gain (loss) from certain financial investments accounted for under the equity method , which was reported under "Income (loss) from financial investments" before income tax expense for the years ended December 31, 2022 and 2023. According to S-X Rule 5-03(b), these earnings and losses should be reported after income tax expense. Additionally, it is common practice that "Impairment losses on long-term investments" accounted under the equity method would generally be recognized in the same line that it presents its equity in earnings of the affiliate, which is after income tax expense. As a result, for the year ended December 31, 2022, there was an overstatement of income (loss) before income taxes. And for the year ended December 31, 2023, there was an understate

KEY INFORMATION

ITEM 3. KEY INFORMATION 3.D. Risk Factors If we fail to implement and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud. We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company's internal control over financial reporting in its annual report, which contains management's assessment of the effectiveness of our internal control over financial reporting. As we are no longer an emerging growth company, we are subject to the requirement that an independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15I under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this annual report, as required by Rule 13a-15(b) through (c) under the Exchange Act. Based on our evaluation, the material weakness related to a lack of sufficient US GAAP knowledge by financial reporting personnel regarding Statement of Cash Flows classification and consolidated financial statements presentation remains unresolved. Therefore, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2023. If we fail to maintain effective internal control over financial reporting in the future, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our management has concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below under the heading "Management's annual report on internal control over financial reporting (Restated)." We have implemented and are executing a remediation plan to address the material weakness. (b) Management's annual report on internal control over financial reporting (Restated) Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, u

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS Given the material weakness identified, our independent registered public accounting firm has amended its audit report on the effectiveness of our internal control over financial reporting, which is included below.

EXHIBITS

ITEM 19. EXHIBITS Exhibit Number Description of Document 1.1 Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 2.1 Form of Registrant's Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 2.2 Registrant's Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.2 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 2.3 Form of Deposit Agreement (incorporated by reference to Exhibit 4.3 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 2.4 Description of Securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.4 of our Annual Report on Form 20-F (File No. 001-38652) filed with the Securities and Exchange Commission on June 4, 2020) 4.1 Amended and Restated 2015 Global Share Incentive Plan (incorporated by reference to Exhibit 10.1 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 4.2 Form of Indemnification Agreement between the Registrant and the directors and executive officers of the Registrant (incorporated by reference to Exhibit 10.2 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 4.3 Form of Employment Agreement between the Registrant and the executive officers of the Registrant (incorporated by reference to Exhibit 10.3 from our registration statement on Form F-1 (File No. 333-227065) filed publicly with the SEC on August 28, 2018) 4.4 Strategic Framework Agreement between ZhongAn Online P&C Insura

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View this 20-F/A filing on SEC EDGAR