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 March 2020
Commission File Number: 001-38820
Futu Holdings Limited
11/F, Bangkok Bank Building
No. 18 Bonham Strand W, Sheung Wan
Hong Kong S.A.R., Peoples Republic of China
+852 2523-3588
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): o
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): o
Exhibit Index
Exhibit 99.1Press Release
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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FUTU HOLDINGS LIMITED | ||
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By |
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/s/ Leaf Hua Li |
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Name |
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Leaf Hua Li |
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Title |
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Chairman of the Board of Directors and Chief Executive Officer |
Date: March 17, 2020
Exhibit 99.1
Partial corrections to the Form 6-Ks furnished on May 24, 2019, August 26, 2019 and November 22, 2019
As Futu Holdings Limited (the Company) previously disclosed in its consolidated financial statements for the year ended December 31, 2018, immediately prior to the completion of the IPO on March 8, 2019, all of the 377,931,094 issued and outstanding preferred shares will be automatically converted into ordinary shares on a one-to-one basis, of which 140,802,051 ordinary shares would be re-designated into Class B ordinary shares and the remaining would be re-designated into Class A ordinary shares. The Company accounted for the redemption value of the preferred shares over the period from the date of issuance of the preferred shares to their respective earliest redemption date using effective interest method. The Company uses the two-class method of computing net income per share, for ordinary shares and preferred shares according to the participation rights in undistributed earnings.
In connection with the preparation of the Companys consolidated financial statements as of and for the year ended December 31, 2019, the Company determined that, due to an inadvertent error, the Company did not record the preferred shares redemption value accretion and did not allocate income to participating preferred shareholders under two-class method in calculating net income attributable to ordinary shareholders of the Company in its unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2019 furnished on Form 6-K to the United States Securities and Exchange Commission (the SEC) on May 24, 2019.
The Company is furnishing this Form 6-K in order to correct for the error, which results in a decrease in net income attributable to ordinary shareholders of the Company in the amount of HK$22.5 million, a decrease of basic net income per ordinary share of HK$0.05 and a decrease of diluted net income per ordinary share of HK$0.03, which were all non-cash in nature.
The preferred shares redemption value accretion and the income allocation to participating preferred shareholders had no impact on the Companys consolidated net income, cash flows, liquidity, future trends or operational metrics, nor on the previously disclosed basic shares outstanding.
The Companys unaudited quarterly condensed consolidated financial statements as of and for the three months ended June 30, 2019 and September 30, 2019 were not impacted by the above. However, because of the impact of the correction on its quarter ended March 31, 2019 unaudited condensed financial statements, the Companys year-to-date net income attributable to ordinary shareholders as well as year-to-date net income per share for the six and nine months ended June 30, 2019 and September 30, 2019, which were included in Form 6-Ks furnished to the SEC on August 26, 2019 and November 22, 2019 were affected.
The table below illustrates the impact of the abovementioned preferred shares redemption value accretion and income allocation to participating preferred shareholders on the Companys year-to-date net income attributable to ordinary shareholders, basic and diluted net income per share and per ADS. The following amounts are in thousands, except for share and per share data.
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Three months |
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Six months ended |
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Nine months ended |
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HK$ |
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HK$ |
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HK$ |
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Net income |
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45,541 |
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100,871 |
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121,722 |
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Preferred shares redemption value accretion - as revised |
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(12,309 |
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(12,309 |
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(12,309 |
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Income allocation to participating preferred shareholders - as revised |
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(10,196 |
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(10,196 |
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(10,196 |
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Net income attributable to ordinary shareholders of the Company- as revised |
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23,306 |
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78,366 |
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99,217 |
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Net income attributable to ordinary shareholders of the Company- as previously reported |
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45,541 |
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100,871 |
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121,722 |
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Net income per share attributable to ordinary shareholders of the Company - as revised |
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Basic |
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0.04 |
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0.11 |
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0.13 |
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Diluted |
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0.04 |
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0.10 |
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0.11 |
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Net income per share attributable to ordinary shareholders of the Company as previously reported |
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Basic |
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0.09 |
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0.14 |
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0.16 |
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Diluted |
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0.07 |
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0.12 |
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0.14 |
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Net income per ADS as revised |
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Basic |
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0.34 |
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0.87 |
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1.02 |
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Diluted |
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0.29 |
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0.76 |
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0.90 |
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Net income per ADS as previously reported |
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Basic |
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0.68 |
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1.13 |
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1.25 |
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Diluted |
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0.56 |
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0.98 |
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1.10 |
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