UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

(Amendment No. 1)



(Mark One)

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



OR



☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2019.



OR



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



For the transition period from to .



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 ___________



Commission file number: 001-38726



CNFinance
Holdings Limited

(Exact name of Registrant as specified
in its charter)



N/A
(Translation of Registrant’s name into English)



Cayman Islands
(Jurisdiction of incorporation or organization)



44/F, Tower G, No. 16 Zhujiang Dong
Road
Tianhe District, Guangzhou City, Guangdong Province 510620
People’s Republic of China(Address of principal executive offices)



Ning Li, Chief Financial Officer
Tel: +86-201-62316688
E-mail: ir@cashchina.cn
At the address of the Company set forth above(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 class                                                                                     |  | Name
    of each exchange on which registered
|----------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|American depositary
    shares, each ADS representing 20
    ordinary shares, par value US$0.0001 per share |  | The New York Stock
    Exchange              
|Ordinary shares,
    par value US$0.0001 per share*                                                         |  | The New York Stock
    Exchange              



| | * | Not
                                         for trading, but only in connection with the listing on the New York Stock Exchange of
                                         American depositary shares.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities registered or to be registered pursuant to Section
12(g) of the Act:



None
(Title of Class)



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:



None
(Title of Class)













Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report.



1,371,643,240 ordinary shares, par value US$0.0001
per share, as of December 31, 2019.



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, a non-accelerated filer, or an emerging growth company. See definition of “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. ☒



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. ☐



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 Exchange Act).



Yes ☐       No
☒



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS



Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.



Yes ☐       No
☐



† 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.




















EXPLANATORY
Note



CNFinance Holdings Limited (“CNFinance”)
is filing this Amendment No. 1 to Form 20-F (the “Form 20-F/A”) to amend its Annual Report on Form 20-F for the fiscal
year ended December 31, 2019, as originally filed with the U.S. Securities Exchange Commission (the “SEC”) on April
27, 2020 (the “Form 20-F”). This Form 20-F/A is being filed for the sole purpose of amending the disclosures in Item
15. Controls and Procedures of the Form 20-F under the heading “Management’s Annual Report on Internal Control Over
Financial Reporting” to provide an amended statement relating to the management’s assessment on the effectiveness
of the Company’s internal control over financial reporting and Item 19. Exhibits. No other changes have been made to the
Form 20-F. The Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Form 20-F, is not intended
to reflect events that may have occurred subsequent to the original filing date of the Form 20-F, and is not intended to update
in any way the disclosures made in the Form 20-F. The filing of this Form 20-F/A should not be understood to mean that any other
statements contained in the Form 20-F are true and complete as of any date subsequent to April 27, 2020. Accordingly, this 20-F/A
should be read in conjunction with the Form 20-F and the documents filed with or furnished to the SEC
by the Company subsequent to April 27, 2020, including any amendments to such documents.





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|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------





Disclosure Controls and Procedures





Our management, with the participation
of our Group Chief Executive Officer and Group Chief Financial Officer, has performed an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by
this report, as required by Rule 13a-15(b) under the Exchange Act.



Disclosure controls and procedures are
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities
and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated
and communicated to management, including our principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.



Based upon that evaluation, our management
has concluded that, as of December 31, 2019, our existing disclosure controls and procedures were ineffective due to the
material weakness in internal control over financial reporting identified below.



Management’s Annual Report on Internal Control Over
Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the
Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule
13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded
that our internal control over financial reporting was not effective as of December 31, 2019, due to a material weakness identified
in our internal control over financial reporting as described below.



In the course of preparing our consolidated
financial statements in the prior years, we identified one material weakness which has not been remedied in our internal control
over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United
States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be
prevented or detected on a timely basis.



The material weakness that was identified
related to our lack of sufficient financial reporting and accounting personnel with appropriate experience of U.S. GAAP and SEC
reporting requirements and our failure to establish and clearly communicate acceptable policies regarding U.S. GAAP financial
reporting.



To remediate our identified material
weakness, we have implemented and will continuously use the following measures to improve our internal control over financial
reporting: (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications
to strengthen the financial reporting function; (ii) implementing regular and continuous U.S. GAAP accounting and financial
reporting training programs for our accounting and financial reporting personnel; and (iii) closing procedures to improve
the quality and accuracy of our period-end financial closing process. However, we cannot assure you that these measures will be
sufficient to remediate our material weakness in time, or at all. We concluded that the material weakness in our internal control
over financial reporting have not been remediated as of December 31, 2019. In addition, we cannot assure you that we will
be able to fully remediate our material weakness in the future. See “Item 3. Key Information—D. Risk factors—Risks
Related to Our Business—If we fail to implement and maintain an effective system of internal controls, we may be unable
to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our
ADSs may be materially and adversely affected.”



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness
of our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.



Attestation Report of the Registered Public Accounting
Firm



This annual report on Form 20-F does
not include an attestation report of our registered public accounting firm due to a transition period established by rules of
the SEC for newly public companies.



Changes in Internal Control over Financial Reporting



There were no changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered
by this annual report on Form 20-F that have materially affected, or that are reasonably likely to materially affect, our internal
control over financial reporting.





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|ITEM 19. | EXHIBITS
|-------- | --------



The following exhibits are filed as part
of this Amendment No.1:



|Exhibit |  |                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------
|Number  |  | Description
    of Document                                                                               
|12.1    |  | Certification
    by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|12.2    |  | Certification
    by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|13.1    |  | Certification
    by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|13.2    |  | Certification
    by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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SIGNATURES



The registrant hereby
certifies that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



|      | CNFinance Holdings Limited
|----- | --------------------------
|      |                           
|Date: | August
    25, 2020       
|      |                           
|      |                           







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