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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended:* *December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐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:001-34958

EASON TECHNOLOGY LIMITED(FORMERLY KNOWN AS DUNXIN FINANCIAL HOLDINGS LIMITED)

(Exact name of Registrant as specified in its charter)

Not ApplicableCayman Islands
(Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization)

Room 612, 6/F, KaiYue Comm Building, No. 2C,

Argyle Street, Mongkok Kowloon, Hong Kong,

People’s Republic of China** **

(Address of principal executive offices)

Mr. Longwen Stanley He

Chief Executive Officer

Tel: +86-27-87303888

E-mail: ir@dunxin.us

Room 612, 6/F, KaiYue Comm Building, No. 2C,

Argyle Street, Mongkok Kowloon, Hong Kong,

People’s 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 classTrading Symbol(s)Exchange on which registered
Class A Ordinary shares, par value $0.0000005 per shareNYSE American LLC *
American depositary shares, each representing 60,000 class A ordinary sharesDXFNYSE American LLC
  • Not for trading but only in connection with the listing on NYSE American LLC depositary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:** None**

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:** None**

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025:93,677,555,803 Class A ordinary shares, par value $0.00005 per share; 512,232,237 Class B ordinary shares, par value US$0.00005 each.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐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. Yes ☐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. Yes ☒ 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒
Emerging growth company☐

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. ☐

† 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

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. Item 17 ☐ 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 Securities Exchange Act of 1934). Yes☐ No ☒

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS6
PART I
Item 1.Identity of Directors, Senior Management and Advisers7
Item 2.Offer Statistics and Expected Timetable7
Item 3.Key Information7
Item 4.Information on the Company35
Item 4A.Unresolved Staff Comments58
Item 5.Operating and Financial Review and Prospects58
Item 6.Directors, Senior Management and Employees72
Item 7.Major Shareholders and Related Party Transactions80
Item 8.Financial Information81
Item 9.The Offer and Listing82
Item 10.Additional Information82
Item 11.Quantitative and Qualitative Disclosure About Market Risk95
Item 12.Description of Securities Other Than Equity Securities96
PART II
Item 13.Defaults, Dividend Arrearages and Delinquencies99
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds99
Item 15.Controls and Procedures99
Item 16.[Reserved]100
Item 16A.Audit Committee Financial Expert100
Item 16B.Code of Ethics100
Item 16C.Principal Accountant Fees and Services100
Item 16D.Exemptions from the Listing Standards for Audit Committees101
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers101
Item 16F.Change in Registrant’s Certifying Accountant101
Item 16G.Corporate Governance102
Item 16H.Mine safety Disclosure102
Item 16IDisclosure Regarding Foreign Jurisdictions that Prevent Inspections102
PART III
Item 17.Financial Statements104
Item 18.Financial Statements104
Item 19.Exhibits104
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.