6-K
X Financial (XYF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
Commission File Number: 001-38652
X Financial
Not Applicable
(Translation of registrant’s name into English)
Cayman Islands
**(**Jurisdiction of incorporation or organization)
7-8F, Block A, Aerospace Science and TechnologyPlaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People’s Republicof China
(Address of principal executive office)
Registrant’s phone number, including area code
+86-755-8628 2977
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 ¨
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): ¨
X Financial (NYSE: XYF) (the “Company”) today announced to hold the Annual Shareholders Meeting on December 29, 2021.
The Company’s Annual Shareholders Meeting will be held on December 29, 2021, at 10:00 a.m. local time. The meeting will take place at 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067. The matters to be voted on at the meeting are set forth in the Company’s Form 6-K filed with the U.S. Securities and Exchange Commission on November 19, 2021. Shareholders of record on November 12, 2021 will be eligible to vote at this meeting.
EXHIBIT INDEX
2
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.
Date: November 19, 2021
| X Financial | |
|---|---|
| By: | /s/ Yue (Justin) Tang |
| Name: | Yue (Justin) Tang |
| Title: | Chief Executive Officer and Chairman |
3
Exhibit 99.1
X FINANCIAL
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2021
Notice is hereby given that X Financial, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders at 10:00 a.m., local time, on December 29, 2021 (the “Annual General Meeting”) at 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067, to consider and, if thought fit, to pass, the following resolution:
| 1. | Change of Director |
|---|---|
| 1.1 | RESOLVED as an ordinary resolution: to appoint Kan (Kent) Li as a Director of the Company to replace the<br>Director Ding Gao, to hold office pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association; |
| --- | --- |
and authorizing the registered office provider of the Company to make all requisite filings in the Cayman Islands in respect of the same.
| 2. | To transact such other business as may properly come before the meeting or any adjournment or adjournments<br>thereof. |
|---|
You can find more information about each of these items in the attached proxy statement. Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of members at the close of business on November 12, 2021, New York time, can vote at the Annual General Meeting or at any adjournment that may take place. If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading “Voting by Holders of American Depositary Shares.”
We cordially invite all holders of Ordinary Shares to attend the Annual General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy needs not be a shareholder of the Company. If you are a holder of Ordinary Shares and whether or not you expect to attend the Annual General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Annual General Meeting. If you send in your form of proxy and then decide to attend the Annual General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Yue (Justin) Tang, Chief Executive Officer, X Financial, 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067, and must arrive no later than forty-eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof. This notice of the Annual General Meeting of Shareholders and the attached proxy statement are also available through our website at https://ir.xiaoyinggroup.com.
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-86282977
| By Order of the Board of Directors, |
|---|
| /s/ Yue (Justin) Tang |
| Yue (Justin) Tang |
| Chairman and Chief Executive<br> Officer |
| Date: November 19, 2021 |
2
X FINANCIAL
PROXY STATEMENT
General
The board of directors of X Financial, a Cayman Islands company (the “Company”), is soliciting proxies for the annual general meeting of shareholders to be held on December 29, 2021 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “Annual General Meeting”). The Annual General Meeting will be held at 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067.
Record Date, Share Ownership and Quorum
Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of business on November 12, 2021, New York time, are entitled to vote at the Annual General Meeting. As of November 12, 2021, 231,517,943 of our Class A Ordinary Shares, par value US$0.0001 per share, and 97,600,000 of our Class B Ordinary Shares, par value US$0.0001 per share, were issued and outstanding. As of November 12, 2021, approximately 122,178,378 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”). One or more holders of Ordinary Shares which represent, in aggregate, a majority of the paid up voting share capital of the Company present in person or by proxy or, if a corporation or other non-natural person, by its authorized representative shall be a quorum for all purposes.
Voting and Solicitation
Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Annual General Meeting, and each Class B Ordinary Share shall be entitled to twenty (20) votes on all matters subject to the vote at the Annual General Meeting.
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
3
At the Annual General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the Articles, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Annual General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to pass each of the proposed resolutions submitted to a vote at the Annual General Meeting.
The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person or by completing, dating, signing and returning the enclosed form of proxy to the attention of Yue (Justin) Tang, Chief Executive Officer, X Financial, 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067. The form of proxy must arrive no later than forty-eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof.
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
4
When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against each of the proposed resolutions submitted to a vote at the Annual General Meeting. Broker non-votes will have the same effect as a vote against each of the proposed resolutions submitted to vote at the Annual General Meeting.
Please refer to this proxy statement for information related to the proposed resolutions.
Voting by Holders of American Depositary Shares
The Bank of New York Mellon, as depositary of the ADSs, has advised us that it intends to mail to all record owners of ADSs this proxy statement, the accompanying notice of Annual General Meeting and a voting instruction card for record owners of ADSs. Upon the written request of an owner of record of ADSs by such owner’s delivery of a properly completed, dated and signed voting instruction card to the Bank of New York Mellon prior to 10:00 am, New York City time on December 22, 2021, the Bank of New York Mellon will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares or other deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. The Bank of New York Mellon has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions. As the holder of record for all the Class A Ordinary Shares represented by all of our ADSs, only the Bank of New York Mellon may vote those Class A Ordinary Shares at the Annual General Meeting.
If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, the Bank of New York Mellon will vote in favor of the items set forth in the voting instructions.
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
5
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of X Financial, if you hold our Ordinary Shares, or to the Bank of New York Mellon if you hold ADSs representing our Class A Ordinary Shares.
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
6
PROPOSALS
| Background |
|---|
We are asking holders of Ordinary Shares to pass the following resolution (“PROPOSALS”)
| 1. | Change of Director |
|---|---|
| 1.1 | RESOLVED as an ordinary resolution: to appoint Kan (Kent) Li as a Director of the Company to replace the<br>Director Ding Gao, to hold office pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association; |
| --- | --- |
and authorizing the registered office provider of the Company to make all requisite filings in the Cayman Islands in respect of the same.
| 2. | To transact such other business as may properly come before the meeting or any adjournment or adjournments<br>thereof. |
|---|
Vote Required and Board Recommendation
If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to approve the Proposals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”EACH OF THE PROPOSALS
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
7
OTHER MATTERS
We know of no other matters to be submitted to the Annual General Meeting. If any other matters properly come before the Annual General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors, |
|---|
| /s/ Yue (Justin) Tang |
| Yue Tang |
| Chairman and Chief Executive<br> Officer |
| Date: November 19, 2021 |
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-86282977
8
Exhibit 99.2
X FINANCIAL
(incorporated in the Cayman Islands with limited liability)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
to be held on December 29, 2021
(or any adjourned or postponed meeting thereof)
I/we, the undersigned acknowledges receipt of the Notice of Annual General Meeting of Shareholders and Proxy Statement and, being the registered holder of ________________ Class A Ordinary Shares^1^, par value US$0.0001 per share, and ________________ Class B Ordinary Shares^2^, par value US$0.0001 per share (together with Class A Ordinary Shares, “Ordinary Shares”), of X Financial (the “Company”), hereby appoint Mr. Yue (Justin) Tang, Chief Executive Officer and Chairman of the Company or (Name) ____________________________________________________________________of (Address) ____________________________________________________________________________as my/our proxy to attend and act for me/us at the Annual General Meeting^3^ (or at any adjournment or postponement thereof) of the Company to be held at 10:00 a.m., local time, on December 29**,** 2021 at 7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067.
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below:
| 1. <br> Change of Director<br><br> <br><br><br> <br>1.1 <br> RESOLVED as an ordinary resolution: to appoint Kan (Kent) Li as a Director of the Company to replace the Director Ding Gao, to hold<br> office pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association;<br><br> <br><br><br> <br>and authorizing<br> the registered office provider of the Company to make all requisite filings in the Cayman Islands in respect of the same.<br><br> <br><br><br> <br>2. <br> To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. | For<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>¨ | Against<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>¨ | Abstain<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>¨ |
|---|
^1^ Please insert the number of Class A Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
^2^ Please insert the number of Class B Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
^3^ If any proxy other than Mr. Yue (Justin) Tang, Chief Executive Officer and Chairman of the Company is preferred, strike out the words Mr. Yue Tang, Chief Executive Officer and Chairman of the Company or” and insert the name and address of the proxy desired in the space provided. A proxy needs not be a shareholder. If you are the holder of two or more Ordinary Shares, you may appoint more than one proxy to represent you and vote on your behalf at the Annual General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
Dated_________________, 2021
Signature (s) ___________________
Name of Signature _______________________
Name of Shareholder _____________________
7/F – 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China, 518067
Telephone: +86-755-8628 2977
2
Notes:
| 1. | Only the holders of record of the Class A Ordinary Shares or Class B Ordinary Shares of the Company at<br>the close of business on November 12, 2021, New York time, should use this form of proxy. |
|---|---|
| 2. | Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for<br>or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from<br>voting at his/her discretion. If any other matter properly comes before the Annual General Meeting, or any adjournment or postponement<br>thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion. |
| --- | --- |
| 3. | Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| --- | --- |
| 4. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of<br>a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. In the<br>case of joint holders, all holders must sign. |
| --- | --- |
| 5. | This form of proxy and any authority under which it is executed (or a notarized and/or duly<br> certified copy of such authority) must be returned to the attention of Mr. Yue (Justin) Tang, Chief Executive Officer and Chairman,<br> X Financial, 7/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China no<br> later than forty-eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof. |
| --- | --- |
| 6. | Completion and return of the form of proxy will not prevent you from attending and voting in person at<br>the Annual General Meeting. |
| --- | --- |
7/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,
Nanshan District, Shenzhen, China
Telephone: +86-755-8628 2977
3
Exhibit 99.3
| 17907 X FINANCIAL VIF Proof 4<br>Annual General Meeting of X FINANCIAL<br>Date: December 29, 2021<br> See Voting Instruction On Reverse Side.<br>Please make your marks like this: x Use pen only<br> MAIL<br>Mark, sign and date your Voting Instruction Form.<br> Detach your Voting Instruction Form.<br> Return your Voting Instruction Form in the<br>postage-paid envelope provided.<br><br> Please separate carefully at the perforation and return just this portion in the envelope provided.<br><br><br> _____________________________________ __________________________<br> Please Sign Here Please Date Above<br><br> _____________________________________ __________________________<br> Please Sign Here Please Date Above<br>Authorized Signatures - This section must be<br>completed for your instructions to be executed.<br>Annual General Meeting of X FINANCIAL<br>to be held on December 29, 2021<br>For Holders as of November 12, 2021<br>All votes must be received by 12:00 noon New York Time on December 22, 2021.<br>Copyright © 2021 Mediant Communications Inc. All Rights Reserved<br>EVENT #<br>CLIENT #<br>PROXY TABULATOR FOR<br>X FINANCIAL<br>P.O. BOX 8016<br>CARY, NC 27512-9903<br> Directors<br> Recommend<br> For Against Abstain<br>PROPOSAL NO. 1: RESOLVED as an ordinary resolution: to elect the<br>following person as a Director of the Company to replace the Director<br>Ding (Gardon) Gao, pursuant to the Company’s second amended and<br>restated Memorandum and Articles of Association:<br><br> a. Kan (Kent) Li |
|---|
| 17907 X FINANCIAL VIF Proof 4<br>X FINANCIAL<br>Instructions to The Bank of New York Mellon, as Depositary<br>(Must be received prior to 12:00 noon (NY Time) on December 22, 2021)<br> The undersigned registered holder of American Depositary Receipts hereby<br>requests and instructs The Bank of New York Mellon, as Depositary, to endeavor,<br>in so far as practicable, to vote or cause to be voted the amount of shares or other<br>Deposited Securities represented by such Receipt of X FINANCIAL registered in<br>the name of the undersigned on the books of the Depositary as of the close of<br>business on November 12, 2021 at the Annual General Meeting of Shareholders of<br>X FINANCIAL to be held at 10:00 a.m., Beijing time, on December 29, 2021 at<br>7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third<br>Avenue, Nanshan District, Shenzhen 518067, China.<br>NOTE:<br>1. Please direct the Depositary how it is to vote by marking X in the appropriate box opposite the resolution.<br>(Continued and to be marked, dated and signed, on the other side)<br>PROXY TABULATOR FOR X FINANCIAL P.O. Box 8016 CARY, NC 27512-9903 |
| --- |