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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission file number: 001-38726
CNFinance Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
44/F, Tower G, No.
16 Zhujiang Dong Road
Tianhe District, Guangzhou
City, Guangdong Province 510620
People’s Republic
of China
+86-20-62316688
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
INFORMATION CONTAINED
IN THIS REPORT ON FORM 6-K
Change in Registrant’s Certifying
Accountants
CNFinance Holdings Limited (the “Company”) announced the
dismissal of KPMG Huazhen LLP (“KPMG”), the Company’s independent registered public accounting firm, and appointment
of HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm for the fiscal year
ended December 31, 2024, effective December 6, 2024. The appointment of HTL and dismissal of KPMG have been approved by the audit committee
of the Company’s Board of Directors. The Company’s decision to make this change was not the result of any disagreement between
the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
HTL succeeds KPMG, the Company’s previous independent registered
public accounting firm. The reports of KPMG on the Company’s consolidated financial statements for each of the fiscal years ended
December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During each of the fiscal years ended December 31, 2022 and 2023 and
the subsequent period through December 6, 2024, there have been no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in its report on the consolidated financial
statements, and there have been no “reportable events” as the term is described in Item 16F(a)(1)(v) of Form 20-F.
The Company had provided KPMG with a copy of the disclosure it is making
in this Current Report on Form 6-K and requested from KPMG a letter addressed to the Securities and Exchange Commission indicating whether
it agrees with such disclosure. A copy of KPMG’s letter dated December 6, 2024 is attached hereto as Exhibit 16.1.
During each of the fiscal years ended December 31, 2022 and 2023 and
the subsequent period through December 6, 2024, neither the Company, nor anyone on behalf of the Company, has consulted HTL regarding
either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company
or oral advice was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form
20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be incorporated by reference into the
Company’s registration statement on Form F-3, as amended, which became effective on February 15, 2023 (File no. 333-259304), and
be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently
filed or furnished.
EXHIBIT INDEX
Signature
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.
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CNFINANCE HOLDINGS LIMITED |
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| Date: December 6, 2024 |
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By: |
/s/ Bin Zhai |
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Name: |
Bin Zhai |
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Title: |
Chief Executive Officer and Chairman |
Exhibit 16.1
Date: December 6, 2024
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for CNFinance Holdings Limited
and, under the date of April 26, 2024, we reported on the consolidated financial statements of CNFinance Holdings Limited as of
and for the years ended December 31, 2023 and 2022 and the effectiveness of internal control over financial reporting as of December 31,
2023. On December 6, 2024, we were dismissed.
We have read CNFinance Holdings Limited’s statements included
in its Form 6-K dated December 6, 2024, and we agree with such statements, except that we are not in a position to agree or disagree with
CNFinance Holdings Limited’s statements that (i) HTL International, LLC is appointed as CNFinance Holdings Limited’s independent
registered public accounting firm for the fiscal year ended December 31, 2024 and (ii) that neither CNFinance Holdings Limited, nor anyone
on its behalf, has consulted HTL International, LLC regarding either (a) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be rendered on the CNFinance Holdings Limited’s consolidated
financial statements, and neither a written report was provided to the CNFinance Holdings Limited or oral advice was provided that HTL
International, LLC concluded was an important factor considered by the CNFinance Holdings Limited in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form
20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
Very truly yours,
/s/ KPMG Huazhen LLP
Exhibit 99.1
CNFinance Announces Change of Auditor
GUANGZHOU, China, December 6, 2024 /PRNewswire/ -- CNFinance Holdings
Limited (NYSE: CNF) (“CNFinance” or the “Company”), a leading home equity loan service provider
in China, today announced the dismissal of KPMG Huazhen LLP (“KPMG”), the Company’s independent registered public accounting
firm, and appointment of HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm
for the fiscal year ended December 31, 2024, effective December 6, 2024.
The appointment of HTL was made after a careful and thorough evaluation
process and has been approved by the audit committee of the Company’s board of directors.
HTL succeeds KPMG, the Company’s previous independent registered
public accounting firm. The reports of KPMG on the Company’s consolidated financial statements for each of the fiscal years ended
December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During each of the fiscal years ended December 31, 2022 and 2023 and
the subsequent period through December 6, 2024, there have been no disagreements between the Company and KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in its report on the consolidated financial
statements, and there have been no “reportable events” as the term is described in Item 16F(a)(1)(v) of Form 20-F.
The Company is working closely with KPMG and HTL
to ensure a seamless transition.
The audit committee would like to express its
sincere gratitude to KPMG for its quality of services rendered to the Company over the past years.
About CNFinance Holdings Limited
CNFinance Holdings Limited (NYSE: CNF) (“CNFinance”
or the “Company”) is a leading home equity loan service provider in China. CNFinance, through its operating subsidiaries
in China, conducts business by connecting demands and supplies through collaborating with sales partners and trust companies under the
trust lending model, and sales partners, local channel partners and commercial banks under the commercial bank partnership model. Sales
partners and local channel partners are responsible for recommending micro- and small-enterprise (“MSE”) owners with
financing needs to the Company and the Company introduces eligible borrowers to licensed financial institutions with sufficient funding
sources including trust companies and commercial banks who will then conduct their own risk assessments and make credit decisions. The
Company’s primary target borrower segment is MSE owners who own real properties in Tier 1 and Tier 2 cities and other major cities
in China. The Company’s risk mitigation mechanism is embedded in the design of its loan products, supported by an integrated online
and offline process focusing on risks of both borrowers and collateral and further enhanced by effective post-loan management procedures.
For more information, please contact:
CNFinance
E-mail: ir@cashchina.cn
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