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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2021

 

Commission File Number 001-39025

 

 

 

9F Inc.

(Translation of registrant’s name into English)

 

 

 

Room 1607, Building No. 5, 5 West Laiguangying Road

Chaoyang District, Beijing 100102

People's Republic of China

(Address of principal executive office)

 

 

 

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  x Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

SIGNATURES

 

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.

 

  9F Inc.
     
  By: /s/ Lei Liu
  Name: Lei Liu
  Title: Chief Executive Officer
   
Date: June 3, 2021  

 

 

 

 

Exhibit Index

 

Exhibit 99.1—Press Release

Exhibit 99.2—Notice of Extraordinary General Meeting

Exhibit 99.3—Form of Proxy for Extraordinary General Meeting

 

 

 

Exhibit 99.1 

 

9F Inc. Announces Extraordinary General Meeting to be held on July 8, 2021

 

BEIJING, June 3, 2021 (GLOBE NEWSWIRE) -- 9F Inc. (“9F” or “the Company”) (NASDAQ: JFU), an internet technology company that focuses on fintech services, online wealth management technology services serving mid- and high-net-worth clients, online stock investment services in Hong Kong and consumer financing technology services in Southeast Asian countries, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at Conference Room No.1, 48/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, People’s Republic of China, on July 8, 2021 at 9:00 a.m. (Beijing time).

 

The purpose of the EGM is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s legal name from “9F Inc.” to “Ether Securities, Inc.” The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position.

 

The board of directors of the Company has fixed the close of business on June 3, 2021 as the record date (the “Record Date”) in order to determine the shareholders entitled to receive notice of the EGM or any adjourned or postponed meeting thereof.

 

Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the EGM and any adjournment or postponement thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A., the depositary of the Company’s ADS program.

 

The notice of the EGM is available on the Company’s website at http://ir.9fgroup.com/.

 

About 9F Inc.

 

9F Inc. is an internet technology company that focuses on fintech services, online wealth management technology services serving mid- and high-net-worth clients, online stock investment services in Hong Kong and consumer financing technology services in Southeast Asian countries. The Company currently holds SFO Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on corporate finance) and Type 9 (asset management) Licenses in Hong Kong, and has a mature and experienced internet securities service team. As of December 31, 2020, the Company has 113 million registered users, and more than 65% employees engaging in research, product development and operations.

 

For more information, please visit http://ir.9fgroup.com/.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident” and similar statements. Such statements are based upon management’s current expectations and current market, regulatory and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, uncertainties as to the Company’s ability to attract and retain borrowers and investors on its marketplace, its ability to increase volume of loans facilitated through the Company’s marketplace, its ability to introduce new loan products and platform enhancements, its ability to compete effectively, laws, regulations and governmental policies relating to the online consumer finance industry in China, general economic conditions in China, and the Company’s ability to meet the standards necessary to maintain listing of its ADSs on the Nasdaq, including its ability to cure any non-compliance with the Nasdaq’s continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and 9F Inc. does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

 

 

 

 

For investor and media enquiries, please contact:

 

In China:
9F Inc.
Email: ir@9fbank.com.cn

 

Christensen

 

In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
Email: Eyuan@christensenir.com

 

In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@christensenir.com

 

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Exhibit 99.2

 

9F Inc.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: JFU)

________

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

to be held on July 8, 2021

(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of 9F Inc. (the “Company”) will be held at Conference Room No.1, 48/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, People’s Republic of China on July 8, 2021 at 9:00 a.m. (Beijing time), and at any adjourned or postponed meeting thereof. At the EGM, the following resolutions will be considered, and if thought fit, passed as special resolutions:

 

THAT the name of the Company be and is hereby changed from “9F Inc.” to “Ether Securities, Inc.”, effective immediately, and that any one director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands; and

 

THAT the Company’s Sixth Amended and Restated Memorandum and Articles of Association (the “Current M&AA”) be amended and restated by the deletion in their entirety and by the substitution in their place of the Seventh Amended and Restated Memorandum and Articles of Association in the form as attached as Exhibit A (the “Amended M&AA”) to reflect the change of the name of the Company, and that any one director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.”

 

The board of directors of the Company has fixed the close of business on June 3, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the EGM or any adjourned or postponed meeting thereof.

 

Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the EGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A., the depositary of the Company’s ADS program.

 

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.9fgroup.com/, or by contacting 9F Inc. at ir@9fbank.com.cn.

 

 

 

 

  By Order of the Board of Directors,
 
  /s/ Lei Liu
  Lei Liu
  Director and Chief Executive Officer
 
Beijing, China
 
June 3, 2021

 

 

 

 

Exhibit 99.3

 

9F Inc.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: JFU)

 

 

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

To be held on July 8, 2021

(or any adjourned or postponed meeting thereof)

 

 

Introduction

 

This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors of 9F Inc. (the “Board”), a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A ordinary shares, par value US$0.00001 per share, and Class B ordinary shares, par value US$0.00001 per share, of the Company (collectively, the “Ordinary Shares”) to be exercised at the extraordinary general meeting of the Company (the “EGM”) to be held at Conference Room No.1, 48/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, People’s Republic of China on July 8, 2021 at 9:00 a.m. (Beijing time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying notice of the EGM (the “EGM Notice”).

 

Only the holders of record of the Ordinary Shares at the close of business on June 3, 2021 (the “Record Date”) are entitled to notice of and to attend and vote at the EGM. In respect of the matters requiring shareholders’ vote at the EGM, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to five votes. The quorum of the EGM is one or more shareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding shares that carry the right to vote at the EGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. This Form of Proxy and the accompanying EGM Notice will be first mailed to the shareholders of the Company on or about June 10, 2021.

 

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the EGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with a copy delivered to its offices at Room 1607, Building No. 5, 5 West Laiguangying Road, Chaoyang District, Beijing 100012, People’s Republic of China, or (ii) by voting in person at the EGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: IR Department) at Room 1607, Building No. 5, 5 West Laiguangying Road, Chaoyang District, Beijing 100012, People’s Republic of China as soon as possible so that it is received by the Company no less than 48 hours before the time of the EGM.

 

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9F Inc.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: JFU)

 

 

 

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

To be held on July 8, 2021

(or any adjourned or postponed meeting thereof)

 

I/We __________________ of __________________________, being the registered holder(s) of ___________ ____ Ordinary Shares 1, par value US$0.00001 per share, of 9F Inc. (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting 2 or _________________ of __________________________ as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at Conference Room No.1, 48/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, People’s Republic of China on July 8, 2021 at 9:00 a.m. (local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.

 

No. RESOLUTION FOR 3 AGAINST 3 ABSTAIN 3
1.  

IT IS RESOLVED as a special resolution:

 

THAT the name of the Company be and is hereby changed from “9F Inc.” to “Ether Securities, Inc.”, effective immediately, and that any one director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands; and

 

THAT the Company’s Sixth Amended and Restated Memorandum and Articles of Association (the “Current M&AA”) be amended and restated by the deletion in their entirety and by the substitution in their place of the Seventh Amended and Restated Memorandum and Articles of Association in the form as attached as Exhibit A (the “Amended M&AA”) to reflect the change of the name of the Company, and that any one director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands. 

     

 

Dated _______________, 2021 Signature(s)4____________________

 

 

1Please insert the number and class (i.e., Class A or Class B) of Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
   
2If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
   
3IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
   
4This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.

 

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