UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Amendment
No.1)
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2017.
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report. . . . . . . . . . . . . .
Commission
file number: 001-33768
FANHUA
INC.
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
27/F,
Pearl River Tower
No. 15
West Zhujiang Road
Guangzhou,
Guangdong 510623
People’s
Republic of China
(Address
of principal executive offices)
Peng
Ge, Chief Financial Officer
Tel:
+86 20 83883033
E-mail:
gepeng@fanhuaholdings.com
Fax:
+86 20 83883181
27/F,
Pearl River Tower
No. 15
West Zhujiang Road
Guangzhou,
Guangdong 510623
People’s
Republic of China
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Name
of Each Exchange on Which Registered
|
Ordinary
shares, par value US$0.001 per share*
American
depositary shares, each representing 20 ordinary shares
|
|
The
NASDAQ Stock Market LLC
(The
NASDAQ Global Select Market)
|
* Not for trading, but only in
connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing 20 ordinary shares.
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title
of Class)
Indicate
the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.
1,300,191,084
ordinary shares, par value US$0.001 per share as of December 31, 2017
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
☒
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Emerging
growth company
|
☐
|
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
† provided pursuant to Section 13(a) of the Exchange Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S.
GAAP ☒
|
International
Financial Reporting Standards as issued
by the International Accounting Standards Board
☐
|
Other
☐
|
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.
Item
17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes ☐ No ☒
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
EXPLANATORY
NOTE
This Amendment No. 1 on Form 20-F/A (this
“Amendment”) is being filed by Fanhua Inc, (the “Company”, “we,” “our,” or “us”)
to amend the Company’s Annual Report on Form 20-F for the year ended December 31, 2017, originally filed with the U.S. Securities
Exchange Commission (the “Commission”) on April 20, 2018 (the “Original Filing”). This Amendment is being
filed for the purpose of complying with Regulation S-X, Rule 3-09 (“Rule 3-09”), which requires, among other things,
that separate financial statements for unconsolidated subsidiaries and investees accounted for using the equity method be included
in the Form 20-F when such entities are individually significant.
We determined that our equity method investment
in Sincere Fame International Limited (“Sincere Fame”), which is not consolidated in our financial statements, was
significant under Rule 3-09 in relation to our financial results for the year ended December 31, 2016. Therefore, the consolidated
financial statements of Sincere Fame for the years ended December 31, 2015 and 2016 were filed with our Annual Report on Form
20-F for the year ended December 31, 2016 and the 2016 financial statements were audited. This Amendment is filed solely to supplement
the Original Filing with the inclusion of the consolidated financial statements of Sincere Fame for the year ended December 31,
2017 (the “2017 Financial Statements”). We determined that our equity method investment in Sincere Fame was not significant
under Rule 3-09 in relation to our financial results for the year ended December 31, 2017, and therefore the 2017 Financial Statements
are not audited.
This Form 20-F/A consists solely of the
cover page, this explanatory note, the 2017 Financial Statements, and updated certifications of our chief executive officer and
chief financial officer. This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect
events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original
Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.
TABLE
OF CONTENTS
PART
III
|
Item
17.
|
Financial
Statements
|
We
have elected to provide financial statements pursuant to Item 18.
|
Item
18.
|
Financial
Statements
|
Consolidated
financial statements of Sincere Fame International Limited and its subsidiaries as of and for the year ended December 31, 2017,
are hereby incorporated by reference to Exhibit 15.4 hereto.
Item
19 of our Annual Report on Form 20-F for the year ended December 31, 2017, filed on April 20, 2018, is amended by the addition
of the following exhibits:
|
(i)
|
Consolidated Statements of Financial Position as of December 31, 2016 and
2017;
|
|
(ii)
|
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years
Ended December 31, 2016 and 2017;
|
|
(iii)
|
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended
December 31, 2016 and 2017;
|
|
(iv)
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2017;
and
|
|
(v)
|
Notes to the Consolidated Financial Statements.
|
*
|
Filed
with this Amendment No. 1 on Form 20-F/A.
|
**
|
Furnished
with this Amendment No. 1 on Form 20-F/A.
|
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has
duly caused and authorized the undersigned to sign this annual report on its behalf.
|
FANHUA
INC.
|
|
|
|
By:
|
/s/
Chunlin Wang
|
|
Name:
|
Chunlin Wang
|
|
Title:
|
Chief Executive
Officer
|
Date:
June 25, 2018
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