Current Report Filing (8-k)
March 29 2021 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March
26, 2021
TD Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-36055
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45-4077653
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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25th Floor, Block C, Tairan Building
No. 31 Tairan 8th Road, Futian District
Shenzhen, Guangdong, PRC 518000
(Address of Principal Executive Offices)
+86 (0755) 88898711
(Issuer’s telephone number)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, 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. ☐
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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GLG
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Nasdaq Capital Market
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Item 4.02(b) Non-Reliance on Previously Issued
Financial Statements or A Related Audit Report or Completed Interim Review.
On March 26, 2021, the Audit Committee (the “Audit
Committee”) of the Board of Directors of TD Holdings, Inc. (the “Company”), after discussion with the Company’s
management, concluded that the Company’s previously issued financial statements contained in the Company’s Quarterly Reports
(“2020 Quarterly Reports”) on Form 10-Q for the periods ended March 31, 2020, June 30, 2020, and September 30, 2020
(collectively “Non-Reliance Periods”), originally filed on June 26, 2020, August 14, 2020, and November 13, 2020, respectively,
should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company’s
financial statements for the Non-Reliance Periods should no longer be relied upon.
The Company’s review of the above mentioned
filings revealed that (1) in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers, service revenues previously recognized
for supply chain management services have been determined to not meet the definition of US GAAP; (2) sales revenues from commodity trading
business may need to be amended since certain transactions shall be further evaluated whether the Company is a principal or an agent;
and (3) in accordance with FASB ASC Topic 850, Related Party Disclosures, transactions with certain related parties shall be properly
identified or disclosed. This does not affect the Company's cash position, cash flow or liquidity, but the potential reversal of recognition
of supply chain management services may materially decrease the Company’s revenue and net income, and the potential net presentation
of sales from commodity trading business may materially decrease the Company’s revenue.
The Company intends to file restatements of its financial
statements for the Non-Reliance Periods to amend and restate financial statements and other financial information. The restatements are
expected to have an impact on the financial statements for the Non-Reliance Periods with changes reflected in the relevant financial statements,
due to reversal of revenues from supply chain management and net presentation of revenues from commodity trading business, which impacted
the Company’s net income (loss) and earnings (loss) per share, and related disclosures and Management’s Discussion and Analysis
of Financial Condition and Results of Operations. In addition, the identification of related parties may change the footnote for related
parties. Changes due to the restatement are expected to have significant impact on our operations.
The Audit Committee discussed with BF Borgers CPA
PC (“BFB”), the Company’s current independent registered public accounting firm, the matters disclosed in this
Item 4.02(b). BFB was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the
filing of this 8-K, to review these disclosures and provide us with a letter stating whether or not they agree with these disclosures.
A copy of the letters from BFB is attached hereto as Exhibit 7.01, and which is incorporated herein by reference.
Management is assessing the effect of the restatements
on the Company’s internal control over financial reporting and its disclosure controls and procedures. The Company expects to report
one or more material weaknesses following completion of its investigation of the cause of these restatements. 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 a company’s annual or interim financial statements will not be prevented or detected on a timely
basis. The existence of one or more material weaknesses precludes a conclusion by management that a company’s disclosure controls
and procedures and internal control over financial reporting are effective. In addition, the Audit Committee, the Board of Directors,
and management have begun evaluating appropriate remediation actions. The Company’s remediation plans and changes to internal control
over financial reporting will be disclosed in its future periodic filings.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
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 hereunto
duly authorized.
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TD HOLDINGS, INC.
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Date: March 29, 2021
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By:
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/s/ Renmei Ouyang
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Name:
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Renmei Ouyang
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Title:
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Chief Executive Officer
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