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., People’s 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 99.1—Press 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.

 

 

FUTU HOLDINGS LIMITED

 

 

 

 

 

 

 

 

 

By

:

/s/ Leaf Hua Li

 

Name

:

Leaf Hua Li

 

Title

:

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 Company’s 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 Company’s consolidated net income, cash flows, liquidity, future trends or operational metrics, nor on the previously disclosed basic shares outstanding.

 

The Company’s 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 Company’s 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 Company’s 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.

 


 

 

 

Three months
ended
March 31, 2019

 

Six months ended
June 30, 2019

 

Nine months ended
September 30,
2019

 

 

 

HK$

 

HK$

 

HK$

 

Net income

 

45,541

 

100,871

 

121,722

 

 

 

 

 

 

 

 

 

Preferred shares redemption value accretion - as revised

 

(12,309

)

(12,309

)

(12,309

)

Income allocation to participating preferred shareholders - as revised

 

(10,196

)

(10,196

)

(10,196

)

Net income attributable to ordinary shareholders of the Company- as revised

 

23,306

 

78,366

 

99,217

 

Net income attributable to ordinary shareholders of the Company- as previously reported

 

45,541

 

100,871

 

121,722

 

 

 

 

 

 

 

 

 

Net income per share attributable to ordinary shareholders of the Company - as revised

 

 

 

 

 

 

 

Basic

 

0.04

 

0.11

 

0.13

 

Diluted

 

0.04

 

0.10

 

0.11

 

 

 

 

 

 

 

 

 

Net income per share attributable to ordinary shareholders of the Company — as previously reported

 

 

 

 

 

 

 

Basic

 

0.09

 

0.14

 

0.16

 

Diluted

 

0.07

 

0.12

 

0.14

 

 

 

 

 

 

 

 

 

Net income per ADS — as revised

 

 

 

 

 

 

 

Basic

 

0.34

 

0.87

 

1.02

 

Diluted

 

0.29

 

0.76

 

0.90

 

 

 

 

 

 

 

 

 

Net income per ADS — as previously reported

 

 

 

 

 

 

 

Basic

 

0.68

 

1.13

 

1.25

 

Diluted

 

0.56

 

0.98

 

1.10