J & Friends Holdings Ltd 6-K, filed May 13, 2022
J & Friends Holdings Ltd (JF)
About this 6-K
J & Friends Holdings Ltd filed this 6-K on May 13, 2022.
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 May 2022
Commission File Number: 001-38712
Pintec Technology Holdings Limited
(Exact name of registrant as specified in its charter)
9/F Heng An Building
No. 17, East 3rd Ring Road
Chaoyang District, Beijing
People’s Republic of China
(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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Change of ADS Ratio
Pintec Technology Holdings Limited (the “Company”) announced on May 13, 2022 that the ratio of its American depositary share (“ADS”) representing its Class A ordinary shares (“ADS Ratio”) is being amended from one (1) ADS representing seven (7) Class A ordinary share to one (1) ADS representing thirty-five (35) Class A ordinary shares.
There will be no change to the Company’s Class A ordinary shares. Furthermore, no physical action by ADS holders will be required to effect the ratio change, as the change will be effected on the books of the depositary. The effect of the ratio change on the ADS trading price on the NASDAQ Global Market is expected to take place at the open of business on May 16, 2022 (U.S. Eastern Time). Any fractional ADSs will be sold and the net proceeds from the sale of fractional ADSs will be distributed to the holders entitled thereto.
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 five times of the ADS price before the change.
Entry into Material Contracts
On May 13, 2022, the board of directors of the Company unanimously approved the entry into certain material contracts, pursuant to which the Company will dispose of its 100.0% equity interest in Pintec Australia Pty Ltd (“Pintec Australia”), a company incorporated under the laws of Australia (the “Share Transfer”). The Share Transfer will amount to the deconsolidation of Pintec Australia, which holds 50.0% equity interest in Wagepay Pty Ltd, 50.0% equity interest in Janko Loans Pty Ltd, 15.56% of Leasgo Pty Ltd and 100.0% in Suppy Pty Ltd. Upon the completion of this Share Transfer, the financial results of Pintec Australia will no longer be included in the Company’s consolidated financial statements, therefore eliminating its negative financial impacts to the Company. The Share Transfer would allow the Company to recoup certain expenses incurred in relation to Pintec Australia.
The Company plans to continue focusing on better empowering the small and medium enterprise (the “SME”) ecosystem through the offering of comprehensive technology-based credit services and solutions to the SMEs.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release | |
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.
| Pintec Technology Holdings Limited | ||||||
| Date: May 13, 2022 | By: | /s/ Victor Huike Li | ||||
| Name: Victor Huike Li | ||||||
| Title: Director and Chief Executive Officer | ||||||
Exhibit 99.1
PINTEC ANNOUNCES ADS RATIO CHANGE
BEIJING, May 13, 2022 (PRNewswire) — Pintec Technology Holdings Limited (Nasdaq: PT) (“PINTEC” or the “Company”), a leading independent technology platform enabling financial services in China, today announced that the ratio of its American depositary share (“ADS”) representing its Class A ordinary shares (“ADS Ratio”) is being amended from one (1) ADS representing seven (7) Class A ordinary share to one (1) ADS representing thirty-five (35) Class A ordinary shares.
There will be no change to the Company’s Class A ordinary shares. Furthermore, no physical action by ADS holders will be required to effect the ratio change, as the change will be effected on the books of the depositary. The effect of the ratio change on the ADS trading price on the NASDAQ Global Market is expected to take place at the open of business on May 16, 2022 (U.S. Eastern Time). Any fractional ADSs will be sold and the net proceeds from the sale of fractional ADSs will be distributed to the holders entitled thereto.
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 five times of the ADS price before the change.
1
Safe Harbor Statement
This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in 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,” “target,” “confident” and similar statements. Among other things, the quotations from management in this announcement, as well as PINTEC’s strategic and operational plans, contain forward-looking statements. PINTEC may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, the Company’s limited operating history, regulatory uncertainties relating to the markets and industries where the Company operates, and the need to further diversify its financial partners, the Company’s reliance on a limited number of business partners, the impact of current or future PRC laws or regulations on wealth management financial products, and the Company’s ability to meet the standards necessary to maintain the listing of its ADSs on the Nasdaq Global Market, including its ability to cure any non-compliance with Nasdaq’s continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
2
About PINTEC
PINTEC is a leading independent technology platform enabling financial services in China. By connecting business and financial partners on its open platform, PINTEC enables them to provide financial services to end users efficiently and effectively. The Company offers its partners a full suite of customized solutions, ranging from digital retail lending, digital business lending, robotic process automation, to wealth management and insurance products. Leveraging its scalable and reliable technology infrastructure, PINTEC serves a wide range of industry verticals covering online travel, e-commerce, telecommunications, online education, SaaS platforms, financial technology, internet search, and online classifieds and listings, as well as various types of financial partners including banks, brokers, insurance companies, investment funds and trusts, consumer finance companies and other similar institutions.
For further information, please contact:
Pintec Technology Holdings Ltd.
Phone: +86 (10) 8564-3600
E-mail: ir@pintec.com
3