Report of Foreign Issuer (6-k)
January 07 2019 - 4:18PM
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 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2018
CLPS
INCORPORATION
(Translation
of registrant’s name into English)
c/o
2nd Floor, Building 18, Shanghai Pudong Software
Park,
498 Guoshoujing Road, Pudong, Shanghai,
201203,
People’s Republic of China
(Address
of Principal Executive Office)
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 ☒ Form
40-F ☐
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): ☐
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): ☐
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 Securities Exchange Act of 1934.
Yes
☐ No
☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 001-38505.
On December 21, 2018,
Friedman LLP was dismissed as CLPS Incorporation’s independent registered public accounting firm (“Friedman”),
effective as of the same date. Friedman’s reports for the financial years for which it acted as the Company’s auditor
did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty,
audit scope, or accounting principles. Furthermore, there were no reportable events caused by disagreement over any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedures during the period. The Company
has provided Friedman with a copy of the foregoing disclosures and requested that it furnish a letter to the Securities and Exchange
Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this
6-K.
On
December 21, 2018, the Company engaged the request of the Company and that Ernst & Young Hua Ming LLP (“EY”) has
been appointed as the successor auditor. The appointment of EY as the successor auditor has been approved by the chair of the
Audit Committee of the Company’s Board of Directors. During each of the Company’s two most recent fiscal years and
through the date of this report, (a) the Company has not engaged EY as either the principal accountant to audit the Company’s
financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal
accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult EY with
respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other matter that was either
the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.
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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CLPS
INCORPORATION
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By:
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/s/
Raymond Ming Hui Lin
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Raymond
Ming Hui Lin
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Chief
Executive Officer
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Date: January 7, 2018
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