HONG
KONG, Oct. 29, 2024 /PRNewswire/ -- Dunxin
Financial Holdings Limited ("Dunxin" or the "Company") (OTC Pink:
DXFFY), a company engaged in real estate operation management and
investment and a digital technology security business in
Hong Kong, today announced that on
October 25, 2024, it entered into a
securities purchase agreement to issue a convertible promissory
note in the original principal amount of $162,500.00 (the "Note") to Bucktown Capital,
LLC, a Utah limited liability
company (the "Investor"), convertible into its American Depositary
Shares ("ADS"), each representing 480 Class A ordinary shares, par
value $0.00005 per share.
The Note bears interest at a rate of 8% per annum compounding
daily. All outstanding principal and accrued interest on the Note
will become due and payable on the date that is nine (9) months
after the purchase price of the Note is delivered by the Investor
to the Company (the "Purchase Price Date"). The Company may prepay
all or a portion of the Note at any time by paying 120% of the
outstanding balance elected for pre-payment. The Investor has the
right at any time after the date that is six (6) months from the
Purchase Price Date until the outstanding balance has been paid in
full, at its election, to convert all or any portion of the Note
into fully paid and non-assessable ADSs of the Company. ADSs shall
be issued at a conversion price of seventy-five percent (75%)
multiplied by the lowest daily VWAP during the ten (10) trading
days immediately preceding the applicable measurement date less
$0.03 (or other actual amount) to
cover ADS issuance fees paid by the Investor. In addition, the
Investor agreed that in any given calendar week (being from Sunday
to Saturday of that week), the number of ADSs sold by it in the
open market will not be more than fifteen percent (15%) of the
weekly trading volume for the ADSs during any such week, provided
that the restriction will end 30 days after satisfaction in full of
the Note.
The transaction was closed on October 29,
2024, as all closing conditions have been satisfied.
The issuance of the Note was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Dunxin Financial Holdings Limited
Dunxin Financial Holdings Limited is a company engaged in real
estate operation management and investment and a digital technology
security business in Hong Kong,
China. The Company was formerly a licensed microfinance
lender serving individuals and SMEs in Hubei Province, China, but has suspended offering loans to its
customers since 2020.
Safe Harbor Statement
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may, "will, "intend," "should," "believe," "expect," "anticipate,"
"project," "estimate" or similar expressions that do not relate
solely to historical matters, it is making forward-looking
statements. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that may cause the
actual results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the following: the Company's goals and strategies; the Company's
future business development; product and service demand and
acceptance; changes in technology; economic conditions; the growth
of market in China and the other international markets
the Company plans to serve; reputation and brand; the impact of
competition and pricing; government regulations; fluctuations in
general economic and business conditions in China and the
international markets the Company plans to serve and assumptions
underlying or related to any of the foregoing and other risks
contained in reports filed by the Company with the SEC. For these
reasons, among others, investors are cautioned not to place undue
reliance upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
SEC, which are available for review at www.sec.gov. The
Company undertakes no obligation to publicly revise these
forward–looking statements to reflect events or circumstances that
arise after the date hereof.
View original
content:https://www.prnewswire.com/news-releases/dunxin-financial-holdings-limited-announces-162-500-convertible-promissory-note-private-placement-302290244.html
SOURCE Dunxin Financial Holding Limited