NYSE Regulation, Inc. ("NYSE Regulation") announced today that it has initiated proceedings to delist the securities of Longtop Financial Technologies Limited (the "Company") - ticker symbol LFT - from the New York Stock Exchange based on its determination that the Company does not meet listing standards.
The Company has a right to a review of this determination by a Committee of the Board of Directors of NYSE Regulation. Application to the SEC to delist the Company is pending the completion of applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. The Company's securities will remain halted through these procedures.
The NYSE previously halted trading in the Company's securities prior to the opening of trading on May 17, 2011 to enable NYSE Regulation to assess the Company's continued listing status in light of undisclosed material corporate developments regarding the Company.
NYSE Regulation has now completed its assessment. The decision to move to delist was reached in view of the fact that the Company is no longer suitable for listing under paragraph 802.01D of the NYSE Listed Company Manual.
1. Paragraphs 303A.06 and 802.01D of the Listed Company Manual require a listed company to maintain an audit committee in conformity with Rule 10A-3 under the Securities Exchange Act of 1934 and NYSE standards, which requires each member of a listed company's audit committee to be independent. On July 5, 2011, the Company announced the resignation of its three independent audit committee and board members effective July 1, 2011. The Company has not announced the appointment of any other additional board members. Thus it does not currently have any independent audit committee members and does not have a functioning audit committee at all. Moreover, the internal investigation initiated by the Company's audit committee is essentially dormant because there is no functioning audit committee. In addition, the Company is noncompliant with paragraph 303A.12(c) of the Listed Company Manual which requires submission of an Interim Written Affirmation within five business days of a member being removed from the audit committee resulting in the company no longer having a Rule 10A-3 compliant audit committee.
2. Pursuant to pararsuant to paragraph 802.01D of the Listed Company Manual, a listed company is subject to delisting when the company or its management engages "in operations which, in the opinion of the Exchange, are contrary to the public interest," when the company fails to "observe good accounting practices in reporting of earnings and financial position," or when the company engages in "[o]ther conduct not in keeping with sound public policy." The Company has triggered application of these provisions based on the following:
(a) On May 23, 2011, the Company announced that its chief financial officer ("CFO") had resigned on May 19, 2011 and that its independent public accounting firm had resigned on May 22, 2011.
(b) In its May 23, 2011 resignation letter, the Company's independent public accounting firm stated that its resignation was the result of, among other things, (1) the recently identified falsity of the Company's financial records in relation to cash at bank and loan balances (and seemingly in sales revenue); (2) the deliberate interference by the Company's management in its independent public accounting firm's audit process; and (3) the unlawful detention of its independent public accounting firm's audit files. The Company's independent public accounting firm further stated that it was no longer able to place reliance on management's representations in relation to prior period financial reports, that continued reliance should no longer be placed on its independent public accounting firm's audit reports on the previous financial statements, and its independent public accounting firm declined to be associated with any of the Company's financial communications in 2010 and 2011. The Company's independent public accounting firm also noted that the circumstances prompting its resignation could constitute illegal acts for purposes of Section 10A of the Securities Exchange Act of 1934.
More specifically, the Company's independent public accounting firm noted serious defects relating to bank confirmations, including statements by bank staff that their bank had no record of certain transactions, confirmation replies previously received were said to be false, significant differences in deposit balances reported by the bank staff compared with the amounts identified in previously received confirmations (and in the books and records of the Company), and significant bank borrowings reported by bank staff not identified in previously received confirmations (and not recorded in the books and records of the Company). The Company's independent public accounting firm further explained that immediately after it began a formal second round of bank confirmation to address its findings, the Company's officials (including the chief operating officer) began to interfere with its work and the confirmation process was stopped by, inter alia, calls to banks by the Company asserting that its independent public accounting firm was not their auditor, seizure by the Company's staff of second round bank confirmation documentation on bank premises, threats to stop its independent public accounting firm's staff from leaving the Company's premises unless they allowed the Company to retain its independent public accounting firm's audit files then on the premises, and the seizure by the Company of certain of the independent public accounting firm's working papers. The Company's independent public accounting firm went on to note that the chairman of the Company had called its Eastern Region Managing Partner and informed him in the course of their conversation that there had been fake revenue in the past and thus fake cash recorded on the books, and that "senior management" had been involved.
3. Finally, the Company's original listing application was authorized based on its independent public accounting firm's audit opinion dated June 19, 2007 for the three year period ended December 31, 2006. The Company's independent public accounting firm's resignation letter, and in particular its direction that the Company give notice that continuing reliance should no longer be placed on its audit reports on the Company's previous financial statements, calls into question whether the Company in fact met NYSE's original listing standards.