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Name | Symbol | Market | Type |
---|---|---|---|
X Financial | NYSE:XYF | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.12% | 8.14 | 8.18 | 8.00 | 8.18 | 4,721 | 22:00:00 |
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Exhibit No.
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Description
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(a)(1)(A)
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| | Offer to Purchase, dated June 5, 2024. | |
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(a)(1)(B)
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(a)(1)(C)
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(a)(1)(D)
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(a)(1)(E)
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(a)(1)(F)
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(a)(5)(A)
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| | Press release announcing the commencement of the Offer, dated June 5, 2024. | |
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(d)(1)
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(d)(2)
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107
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Page
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If delivering by hand, express mail, courier,
or other expedited service: |
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If delivering via a USPS Service:
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Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
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Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
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High
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Low
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Year Ended December 31, 2022 | | | | | | | | | | | | | |
First quarter
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| | | $ | 3.44 | | | | | | 1.84 | | |
Second quarter
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| | | $ | 3.18 | | | | | | 2.40 | | |
Third quarter
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| | | $ | 3.00 | | | | | | 2.00 | | |
Fourth quarter
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| | | $ | 3.45 | | | | | | 1.62 | | |
Year Ended December 31, 2023 | | | | | | | | | | | | | |
First quarter
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| | | $ | 4.20 | | | | | | 2.65 | | |
Second quarter
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| | | $ | 4.83 | | | | | | 2.90 | | |
Third quarter
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| | | $ | 5.00 | | | | | | 3.53 | | |
Fourth quarter
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| | | $ | 4.67 | | | | | | 3.41 | | |
Year Ending December 31, 2024 | | | | | | | | | | | | | |
First quarter
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| | | $ | 4.69 | | | | | | 3.48 | | |
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Ordinary Shares Beneficially Owned as of June 4, 2024
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| |||||||||||||||||||||||||||||||||
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Class A ordinary share
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Class B ordinary share
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Percentage of
total ordinary shares on an as converted basis |
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Percentage of
aggregate voting power** |
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Number
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%
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Number
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%
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Directors and Executive Officers:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Yue (Justin) Tang(1)
|
| | | | 10,968,470 | | | | | | 5.51% | | | | | | 97,600,000 | | | | | | 100.00% | | | | | | 36.60% | | | | | | 91.26% | | |
Shaoyong (Simon) Cheng
|
| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Frank Fuya Zheng
|
| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Kan (Kent) Li
|
| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Yufan (Jason) Jiang
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| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Zheng Wan
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| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
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Ordinary Shares Beneficially Owned as of June 4, 2024
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| |||||||||||||||||||||||||||||||||
| | |
Class A ordinary share
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Class B ordinary share
|
| |
Percentage of
total ordinary shares on an as converted basis |
| |
Percentage of
aggregate voting power** |
| ||||||||||||||||||||||||
| | |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||||||||||||||||||||
Zheng Xue
|
| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Longgen Zhang
|
| | | | * | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | |
All directors and executive officers as a group
|
| | | | 10,968,470 | | | | | | 5.51% | | | | | | 97,600,000 | | | | | | 100.00% | | | | | | 36.60% | | | | | | 91.26% | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mangrove Coast Investment Limited(1)
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| | | | 10,968,470 | | | | | | 5.51% | | | | | | 97,600,000 | | | | | | 100.00% | | | | | | 36.60% | | | | | | 91.26% | | |
Dragon Destiny Limited(2)
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| | | | 27,113,806 | | | | | | 13.62% | | | | | | — | | | | | | — | | | | | | 9.14% | | | | | | 1.26% | | |
Pine Cove Global Limited(3)
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| | | | 20,000,000 | | | | | | 10.05% | | | | | | — | | | | | | — | | | | | | 6.74% | | | | | | 0.93% | | |
Name
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Position(s)
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Yue (Justin) Tang | | | Chief Executive Officer, Chairman | |
Kan (Kent) Li | | | President, Director | |
Frank Fuya Zheng | | | Chief Financial Officer | |
Yufan (Jason) Jiang | | | Chief Risk Officer | |
Shaoyong (Simon) Cheng | | | Non-executive Director | |
Zheng Wan | | | Independent Director | |
Zheng Xue | | | Independent Director | |
Longgen Zhang | | | Independent Director | |
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If delivering by hand, express mail, courier,
or other expedited service: |
| |
If delivering via a USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
|
If delivering by hand, express mail, courier,
or other expedited service: |
| |
If delivering via a USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
|
If delivering by hand, express mail, courier,
or other expedited service: |
| |
If delivering via a USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
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Name(s) and Address(es) of Registered Holder(s)
If there is any error in the name or address shown below, please make the necessary corrections. |
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Number of ADSs Tendered (Book-
Entry ADSs) (Please fill in. Attach separate schedule if needed — See Instruction 3) |
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TOTAL
ADSS: |
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Indicate below the order in which ADSs are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and if less than all ADSs tendered are purchased due to proration, ADSs will be selected for purchase by the Depositary. See Instruction 11.
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| | 1st: | | | 2nd: | | | 3rd: | | |
| | 4th: | | | 5th: | | | | | |
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5 and 6) |
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To be completed ONLY if the check for the purchase price for ADSs accepted for payment (less any applicable withholding taxes and without interest, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to The Bank of New York Mellon) are to be issued in the name of someone other than the undersigned.
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| | Issue check to: | | | | | |
| | Name: | | |
(Please Print)
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| | Address: | | |
(Include Zip Code)
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(Tax Identification or Social Security Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5 and 6) |
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To be completed ONLY if the check for payment of the purchase price for ADSs accepted for payment (less any applicable withholding taxes and without interest, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to The Bank of New York Mellon) are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of ADSs Tendered.”
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| | Issue check to: | | | | | |
| | Name: | | |
(Please Print)
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| | Address: | | |
(Include Zip Code)
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| Signature of Owner(s): | | |
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| Signature(s) of Owner(s): | | |
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| Dated: | | |
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) ADSs as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 4).
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| Name(s): | | |
(Please Print)
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| Capacity (full title): | | |
(Please Print)
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| Address: | | |
(Include Zip Code)
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| Daytime Area Code and Telephone Number: | | |
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| Taxpayer Identification or Social Security No.: | | |
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| Name of Firm: | | |
(Please Print)
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| Address: | | |
(Include Zip Code)
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| Authorized Signature: | | |
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| Name: | | |
(Please Print)
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Area Code and Telephone Number:
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| Dated: | | |
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If delivering by hand, express mail, courier,
or other expedited service: |
| |
If delivering via a USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
| Name(s) of Record Holder(s): | | |
(Please Print)
|
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| Signature(s): | | |
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| Address(es): | | |
(Include Zip Code)
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| Area code and telephone number: | | |
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| ☐ If delivery will be by book-entry transfer, check this box. | | | | |
| Name of tendering institution: | | |
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| Account number: | | |
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| Name of Eligible Institution Guaranteeing Delivery | | | Authorized Signature | |
| Address | | | Name (Print Name) | |
| Zip Code | | | Title | |
| (Area Code) Telephone No. | | | Dated | |
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, JULY 12, 2024, UNLESS THE
OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). |
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, JULY 12, 2024, UNLESS THE
OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). |
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| Signature(s) | | |
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| Name(s) | | |
(Please Print)
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| Taxpayer Identification or Social Security No.: | | |
(Please Print)
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| Address(es) | | |
(Include Zip Code)
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| Phone Number (including Area Code) | | |
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| Date: | | |
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DESCRIPTION OF SHARES TO BE WITHDRAWN
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| Number of ADSs: | |
| CUSIP NO: | |
| Name of Tendering Stockholder: | |
| Name of Registered Holder of the ADSs: | |
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If delivering by hand, express mail, courier,
or other expedited service: |
| |
If delivering via a USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
| Name of Book-Entry Transfer Facility Participant: | | |
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| Account Number(s): | | |
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| Signature(s): | | |
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| Capacity (Full Title): | | |
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| Address (and Zip Code): | | |
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| Telephone Number: | | |
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| TIN or SSN: | | |
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| Book-Entry Transfer Facility Participant No.: | | |
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| Transaction Code Number: | | |
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| Date: | | |
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Exhibit (a)(5)(A)
X Financial Commences a Tender Offer to Repurchase approximately $9.04 Million of its ADSs
SHENZHEN, China, June 5, 2024 /PRNewswire/ -- X Financial (NYSE: XYF) (the “Company” or “we”), a leading online personal finance company in China, announced today that it has commenced a tender offer (the “Tender Offer”) to purchase up to 2 million American Depositary Shares (the “ADSs”) of the Company, each representing six Class A ordinary shares, par value $0.0001 per share, at a price of $4.52 per ADS (the “Purchase Price”), less any applicable withholding taxes, less a cancellation fee of $0.05 per ADS accepted for purchase in the Tender Offer that will be paid to The Bank of New York Mellon, the Company’s ADS depositary (the “ADSs Depositary”), and without interest. The Tender Offer will expire at 5:00 P.M., New York City time, on July 12, 2024, unless extended or earlier terminated.
As previously announced, the Company’s Board of Directors (the “Board”) approved a share repurchase program of up to $20 million (the “2024 Repurchase Program”) in May 2024. The repurchase of ADSs in the Tender Offer is being made pursuant to the 2024 Repurchase Program.
To tender ADSs, securityholders must follow the instructions described in the “Offer to Purchase” and the “Letter of Transmittal” that the Company is filing with the U.S. Securities and Exchange Commission (the “SEC”). These documents contain important information about the terms and conditions of the Tender Offer.
The Tender Offer will not be contingent upon any minimum number of shares being tendered or any financing conditions. The Tender Offer will, however, be subject to other conditions.
The Board has authorized the Tender Offer. However, none of the Company, the Board, the information agent and depositary for the Tender Offer or any of their respective affiliates are making any recommendation to securityholders as to whether to tender or refrain from tendering their shares in the Tender Offer or as to the price at which ADSs may choose to tender their shares. No person is authorized to make any such recommendation. Securityholders must decide how many shares they will tender, if any. In doing so, secuirtyholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the Tender Offer. Securityholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.
The information agent and depositary for the Tender Offer is Broadridge Corporate Issuer Solutions, LLC. The Offer to Purchase, the Letter of Transmittal and related documents will be mailed to registered holders. Beneficial holders will receive the Offer to Purchase and a communication from their bank, broker or custodian. For questions and information, please call the information agent toll-free at (855) 793-5068.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell ADSs in the Tender Offer. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that the Company is filing with the SEC, and will distribute to its securityholders, as they may be amended or supplemented. Securityholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Tender Offer. Securityholders of the Company may obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Purchase and other documents that the Company is filing with the SEC from the SEC’s website at www.sec.gov. Securityholders also will be able to obtain a copy of these documents, without charge, from Broadridge Corporate Issuer Solutions, LLC, the information agent for the Tender Offer, toll free at (855) 793-5068. Securityholders are urged to carefully read all of these materials prior to making any decision with respect to the Tender Offer. Securityholders and investors who have questions or need assistance may call Broadridge Corporate Issuer Solutions, LLC.
About X Financial
X Financial (NYSE: XYF) (the "Company") is a leading online personal finance company in China. The Company is committed to connecting borrowers on its platform with its institutional funding partners. With its proprietary big data-driven technology, the Company has established strategic partnerships with financial institutions across multiple areas of its business operations, enabling it to facilitate and originate loans to prime borrowers under a risk assessment and control system.
For more information, please visit: http://ir.xiaoyinggroup.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements about the Tender Offer, including the value of the ADSs to be offered to purchase in the tender offer and whether the Tender Offer is actually consummated. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", “expect", "intend", "continue", "outlook", "may", "will", "should", look forward” "could", or "might", and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could materially affect our business and financial results include, but are not limited to, the factors described in the forward-looking statement disclosure and “Risk Factors” section of our most recent Annual Report on Form 20-K. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.
2
For more information, please contact:
X Financial
Mr. Frank Fuya Zheng
E-mail: ir@xiaoying.com
Christensen IR
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749 0483
E-mail: rene.vanguestaine@christensencomms.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com
3
Exhibit 107
Calculation of Filing Fee Table
SC TO-I
(Form Type)
X Financial
(Exact Name of Registrant as Specified in its Charter)
Table 1 - Transaction Valuation
Transaction Valuation |
Fee Rate |
Amount of Filing Fee | |
Fees to Be Paid | $9,040,000(1) | 0.00014760 | $1,335(2) |
Fees Previously Paid | - | - | - |
Total Transaction Valuation | $9,040,000(1) | ||
Total Fees Due for Filing | $1,335 | ||
Total Fees Previously Paid | - | ||
Total Fee Offsets | - | ||
Net Fee Due | $1,335 |
(1) | The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of 2,000,000 American Depositary Shares of X Financial with a value of up to $9,040,000. |
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $147.60 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.01476% of the aggregate Transaction Valuation). The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose. |
1 Year X Financial Chart |
1 Month X Financial Chart |
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