Form 20-F/A Pintec Technology Holdin For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
o |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
OR | |
|
|
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
OR | |
|
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
|
|
OR | |
|
|
o |
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 . . . . . . . . . . . . . . . . . . .
For the transition period from to
Commission file number: 001-38712
Pintec Technology Holdings Limited |
(Exact name of Registrant as specified in its charter) |
|
N/A |
(Translation of Registrants name into English) |
|
Cayman Islands |
(Jurisdiction of incorporation or organization) |
|
9/F Heng An Building No. 17 East 3rd Ring Road Chaoyang District, Beijing Peoples Republic of China +86 10 8564-3600 |
(Address of principal executive offices) |
|
Steven Yuan Ning Sim, Chief Financial Officer Telephone: +86 10 8564-3600 Email: [email protected] 9/F Heng An Building No. 17 East 3rd Ring Road Chaoyang District, Beijing Peoples 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 |
|
Trading |
|
Name of each exchange on which registered |
American depositary shares (one American depositary share representing seven Class A ordinary shares, par value US$0.000125 per share) |
|
PT |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value US$0.000125 per share* |
|
|
|
The Nasdaq Stock Market LLC |
* Not for trading, but only in connection with the listing on The Nasdaq Global Market of American depositary 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 issuers classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2018, there were 213,811,958 Class A ordinary shares and 51,782,495 Class B ordinary shares, par value US$0.000125 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x 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.
o Yes x 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.
o Yes x No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
o Yes x 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 the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
|
Accelerated filer o |
|
Non-accelerated filer x |
|
Emerging growth company x |
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. o
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 x |
|
International Financial Reporting Standards as issued |
|
Other o |
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.
o Item 17 o 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).
o Yes x 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.
o Yes o No
EXPLANATORY NOTE
We are amending our Annual Report on Form 20-F for the year ended December 31, 2018 as originally filed with the U.S. Securities and Exchange Commission on July 30, 2019 (the Original Annual Report), to correct certain disclosure about the numbers of options which are outstanding and which may still be granted under our share incentive plans. The last sentence on page 107 in the Original Annual Report, under Item 6. Directors, Senior Management and EmployeesB. CompensationShare Incentives2018 Share Incentive Plan, should read:
As of the date of this annual report, options to purchase a total of 3,280,455 ordinary shares were granted and outstanding under our Second Plan, and options to purchase an additional 2,679,746 ordinary shares may still be granted in the aggregate under our First Plan and our Second Plan.
This Amendment No. 1 consists of a cover page, this explanatory note, the signature pages and the required certifications of the chief executive officer and chief financial officer of Pintec Technology Holdings Limited.
Except for the matters described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Annual Report.
Exhibit |
|
Description of Document |
1.1 |
|
|
|
|
|
2.1 |
|
|
|
|
|
2.2 |
|
|
|
|
|
2.3 |
|
|
|
|
|
4.1 |
|
|
|
|
|
4.2 |
|
|
|
|
|
4.3 |
|
|
|
|
|
4.4 |
|
|
|
|
|
4.5 |
|
|
|
|
|
4.6 |
|
Exhibit |
|
Description of Document |
4.7 |
|
|
|
|
|
4.8 |
|
|
|
|
|
4.9 |
|
|
|
|
|
4.10 |
|
|
|
|
|
4.11 |
|
|
|
|
|
4.12 |
|
|
|
|
|
4.13 |
|
|
|
|
|
4.14 |
|
|
|
|
|
4.15 |
|
|
|
|
|
4.16 |
|
Exhibit |
|
Description of Document |
4.17 |
|
|
|
|
|
4.18 |
|
|
|
|
|
4.19 |
|
|
|
|
|
4.20 |
|
|
|
|
|
4.21 |
|
|
|
|
|
4.22 |
|
|
|
|
|
4.23 |
|
|
|
|
|
4.24 |
|
|
|
|
|
4.25 |
|
|
|
|
|
4.26 |
|
Exhibit |
|
Description of Document |
4.27 |
|
|
|
|
|
4.28 |
|
|
|
|
|
4.29 |
|
|
|
|
|
4.30 |
|
|
|
|
|
4.31 |
|
|
|
|
|
4.32 |
|
|
|
|
|
4.33 |
|
|
|
|
|
4.34 |
|
|
|
|
|
4.35 |
|
|
|
|
|
4.36 |
|
|
|
|
|
4.37 |
|
|
|
|
|
4.38 |
|
|
|
|
|
4.39 |
|
|
|
|
|
4.40 |
|
|
|
|
|
4.41 |
|
|
|
|
|
4.42 |
|
Exhibit |
|
Description of Document |
4.43 |
|
|
|
|
|
4.44 |
|
|
|
|
|
4.45 |
|
|
|
|
|
4.46 |
|
|
|
|
|
4.47 |
|
|
|
|
|
4.48 |
|
|
|
|
|
4.49 |
|
|
|
|
|
4.50 |
|
|
|
|
|
4.51 |
|
|
|
|
|
4.52 |
|
|
|
|
|
8.1 |
|
List of Principal Subsidiaries and Consolidated Affiliated Entities |
|
|
|
11.1 |
|
|
|
|
|
12.1* |
|
|
|
|
|
12.2* |
|
|
|
|
|
13.1 |
|
|
|
|
|
13.2 |
|
|
|
|
|
15.1 |
|
|
|
|
|
15.2 |
|
|
|
|
|
15.3 |
|
Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm |
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
Filed with the Original Annual Report
* Filed herewith
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this amendment no. 1 to the annual report on its behalf.
|
Pintec Technology Holdings Limited | ||
|
| ||
|
By: |
/s/ Wei Wei | |
|
|
Name: |
Wei Wei |
|
|
Title: |
Chief Executive Officer and Director |
|
| ||
Date: August 7, 2019 |
|
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Wei Wei, certify that:
1. I have reviewed this annual report on Form 20-F of Pintec Technology Holdings Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Intentionally omitted]
(c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
5. The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
Date: |
August 7, 2019 |
| |
|
|
| |
By: |
/s/ Wei Wei |
| |
|
Name: |
Wei Wei |
|
|
Title: |
Chief Executive Officer |
|
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Steven Yuan Ning Sim, certify that:
1. I have reviewed this annual report on Form 20-F of Pintec Technology Holdings Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Intentionally omitted]
(c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
5. The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
Date: |
August 7, 2019 |
| |
|
|
| |
By: |
/s/ Steven Yuan Ning Sim |
| |
|
Name: |
Steven Yuan Ning Sim |
|
|
Title: |
Chief Financial Officer |
|
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- SNOW Shareholders – Lead Plaintiff Deadline Set for April 29, 2024 – Contact Robbins LLP for More Information
- U.S. FDA Approves Subcutaneous Administration of Takeda’s ENTYVIO® (vedolizumab) for Maintenance Therapy in Moderately to Severely Active Crohn’s Disease
- Skyhigh Security Named a Visionary in the 2024 Gartner® Magic Quadrant™ for Security Service Edge
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!