20-F/A 1 f20f2017a1_fanhuainc.htm AMENDMENT NO.1 TO FORM 20-F

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

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ 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	1

Item 17. Financial Statements	1

Item 18. Financial Statements	1

Item 19. Exhibits	1

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.

Exhibits

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:

12.1*	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1**	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2**	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.4*	Financial information of Sincere Fame International Limited for the years ended December 31, 2016 and 2017, prepared in accordance with International Financial Reporting Standards:

	(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