敦信金融美股招股说明书(2023-07-27版)

Dunxin Financial Holdings Limited 1,090,000 American Depositary SharesRepresenting 523,200,000 Ordinary Shares Dunxin Financial Holdings Limited, a Cayman Islands exempted company with limited liability (the“Company,” “we,” “us,” and “our”) is offering 1,090,000 of our American Depositary Shares, or ADSs,each representing four hundred and eighty (480) ordinary shares, par value US$0.00005 per share, directlyto certain institutional investor pursuant to this prospectus supplement, the accompanying prospectus, andthat certain Securities Purchase Agreement, dated July 25, 2023, by and among the Company and theinstitutional investor signatory thereto. We are offering the ADSs in this offering at a price per ADS of$1.00. Our ADSs are listed on the NYSE American under the symbol “DXF.” The last reported sale price of ourADSs on the NYSE American on July 25, 2023 was $1.85. As of the date of this prospectus supplement,the aggregate market value of our outstanding ordinary shares held by non-affiliates is approximately $3.27million,based on 1,384,429,144 ordinary shares issued and outstanding,of which approximately748,356,907 ordinary shares are held by non-affiliates, and price per ADS of $2.1 ($0.004375 per ordinaryshare), which was the highest closing price over the last sixty days on the NYSE American of our ADSsended on June 5, 2023. During the 12 calendar months prior to and including the date of this prospectus supplement, we have notsold any Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3 and accordingly we may sell upto approximately $1.091 million of our ADSs hereunder. We have retained Spartan Capital Securities LLC (the “Placement Agent” or “Spartan”) as our PlacementAgent to use its “reasonable best efforts” to solicit offers to purchase our ADSs in this offering. ThePlacement Agent has no obligation to buy any of the securities from us or to arrange for the purchase orsale of any specific number or dollar amount of securities. We will pay the Placement Agent a fee equal tothe sum of 7% of the aggregate purchase price paid by investors placed by the Placement Agent. Investing in our securities involves a high degree of risk. You should purchase our securities only ifyou can afford a complete loss of your investment. See “Risk Factors” beginning on page S-13of thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. Note: (1) Thetable above does not reflect the reimbursement of the Placement Agent’s out-of-pocketaccountable expense. The total estimated expenses related to this offering are set forth in the section titled “Expenses.” In addition to the placement agent fee of 7% of the aggregate purchase price, we have agreed to reimburseSpartan for all of Spartan’s reasonable expenses, including, without limitation, fees and disbursements ofSpartan’s counsel and all travel and other out-of-pocket, expenses, incurred by Spartan in connection withthe placement up to $55,000. We expect that the delivery of the Ordinary Shares being offered pursuant to this prospectus supplementand the accompanying prospectus will be made on or before July 28, 2023. You should carefully read this prospectus supplement and the accompanying prospectus (includingall of the information incorporated by reference therein) before you invest. Investing in our securitiesinvolves a high degree of risk, including that the trading price of shares has been subject to volatilityand investors in this offering may not be able to sell their shares above the actual offering price or atall. See “Risk Factors” beginning on page S-13 of this prospectus supplement and on page 21 of theaccompanying prospectus for a discussion of certain factors you should consider before investing inour securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus if truthful or complete. Anyrepresentation to the contrary is a criminal offense. Spartan Capital Securities LLC The date of this prospectus supplement is July 25, 2023 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-4PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-12RISK FACTORSS-13USE OF PROCEEDSS-14CAPITALIZATIONS-14DILUTIONS-15DESCRIPTION OF SECURITIESS-15PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-18INFORMATION INCORPORATED BY REFERENCES-17 Prospectus PageAbout This Prospectus1 Cautionary Note Regarding Forward-Looking Statements3Prospectus Summary5Offer Statistics and Expected Timetable28Use of Proceeds28Capitalization29Description of Share Capital29Description of American Depositary Shares37Descriptio