Report of Foreign Issuer (6-k)
07 Januar 2020 - 4:46PM
Edgar (US Regulatory)
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 Of
The Securities Exchange Act Of 1934
FOR THE MONTH OF January 2020
COMMISSION FILE NUMBER: 001-34477
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FINCERA INC.
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(Translation of registrant’s name into English)
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27/F Kai Yuan Tower, No. 5, East Main Street,
Shijiazhuang,
Hebei
People’s Republic of China
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(Address of principal executive office)
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Indicate by check mark whether the
registrant files or will file annual reports under cover of Form
20-F
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or Form
40-F:
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☒Form
20-F
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☐Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
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Regulation
S-T Rule 101(b)(1):
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____
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
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Regulation
S-T Rule 101(b)(7):
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____
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Indicate
by check mark whether the registrant by furnishing the information
contained in this Form
is also
thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the
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Securities
Exchange Act of 1934:
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☐
Yes
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☒
No
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If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with
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Rule
12g3-2(b):
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n/a
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Marcum
Bernstein & Pinchuk LLP (“MBP”), Fincera
Inc.’s (the “Company”) prior independent
registered public accounting firm, had previously issued
unqualified audit opinions on the Company’s financial
statements for the years ended December 31, 2017 and 2018, and
determined that the Company maintained, in all material respects,
effective internal control over financial reporting
(“ICFR”) as of December 31, 2017 and 2018.
On
December 31, 2019, the Company received a letter (included as
exhibit to this Form 6-K) from MBP indicating that these audit
reports for the years ended December 31, 2017 and 2018 with respect
to the audits of the financial statements and the ICFR, as included
in the Company’s Forms 20-F filed on April 30, 2018 and May
1, 2019, and Form 20-F/A filed on May 30, 2019, should no longer be
relied upon.
In
October 2019, MBP had determined that certain auditing procedures
were omitted in connection with the audits of the financial
statements and the ICFR. Since November 11, 2019, MBP had been
planning and performing these omitted procedures. Due to the
previously announced investigation by the Shijiazhuang Municipal
Public Security Bureau that commenced on December 13, 2019, to date
MBP has been unable to complete certain additional procedures
pursuant to the relevant auditing standards since the investigation
has prevented access to the Company’s files and records. The
Company is trying to contact the Shijiazhuang Municipal Public
Security Bureau regarding this matter and does not yet know if and
when access to its files and records will be restored.
As a
result, MBP has decided it would be most prudent to withdraw its
audit opinions for the years ended December 31, 2017 and 2018 until
at least which time as those additional procedures can be
performed. The Audit Committee of the Company has discussed these
matters with MBP.
Forward-Looking Statements
This
report may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 about the
Company. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the
current beliefs and expectations of the Company's management, are
subject to risks and uncertainties, including the ongoing
investigation by the Shijiazhuang Municipal Public Security Bureau
in the Hebei province, which could cause actual results to differ
from the forward-looking statements. The information set forth
herein should be read in light of such risks. The Company does not
assume any obligation to update the information, including forward
looking statements, contained in this report.
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.
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FINCERA INC.
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By:
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/s/ Jason
Wang
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Name:
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Jason Wang
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Title:
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Chief Financial Officer
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Date: January 7, 2020
Exhibit Index.
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Exhibit
Number
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Description
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Letter from Marcum Bernstein & Pinchuk LLP, dated December 31,
2019, regarding non-reliance of 2017 and 2018 audit
opinions.
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