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EX-99.1 - NEW DRAGON ASIA CORP | v210782_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): February 4, 2011
NEW DRAGON ASIA
CORP.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other jurisdiction of incorporation)
001-15046
(Commission
File Number)
|
88-0404114
(IRS
Employer Identification No.)
|
10
Huangcheng Road (N), Longku, Shandong Province,
PRC 265701
(Address
of principal executive offices and zip code)
(011-86)
535-8951-567
(Registrant’s
telephone number including area code)
(Former
name and 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 of registrant under any of the following
provisions:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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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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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Form
8-K that are not purely historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These include statements
about the Registrant’s expectations, beliefs, intentions or strategies for the
future, which are indicated by words or phrases such as “anticipate,” “expect,”
“intend,” “plan,” “will,” “the Registrant believes,” “management believes” and
similar words or phrases. The forward-looking statements are based on the
Registrant’s current expectations and are subject to certain risks,
uncertainties and assumptions. The Registrant’s actual results could differ
materially from results anticipated in these forward-looking statements. All
forward-looking statements included in this document are based on information
available to the Registrant on the date hereof, and the Registrant assumes no
obligation to update any such forward-looking statements.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On February 4, 2011, New Dragon Asia
Corp. (the “Company”) received a notice from NYSE Amex, LLC (the “Exchange”)
indicating that the Exchange intends to suspend trading in the common stock of
the Company and to apply to the Securities and Exchange Commission to delist the
Company’s common stock because the Company is not in compliance with certain of
the Exchange’s continued listing standards. Furthermore, because of
the nature and severity of the continued listing deficiencies, the Exchange
has indicated that it will truncate the procedures regarding continued listing
evaluation and follow-up as specified in Section 1009 of the NYSE Amex Company
Guide (the “Company Guide”).
The staff of the Exchange (the “Staff”)
has informed the Company that it is not in compliance with the following
continued listing standards:
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·
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Sections
132(e) and 1003(d) of the Company Guide, in that the Company failed to
adequately respond to the Exchange’s information
requests;
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·
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Section
704 of the Company Guide, in that the Company failed to hold an annual
meeting during the 2010 fiscal
year;
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·
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Section
301 of the Company Guide, in that the Company has failed to provide a
supplemental listing application in relation to all issued shares that
have not been previously authorized by the
Exchange;
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·
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Section
1003(f)(v) of the Company Guide, in that the Exchange informed the Company
on October 5, 2010 that the selling price of the Company’s Class A common
stock was abnormally low and that the selling price continues to be
abnormally low and it is unclear when the Company will be able to hold a
shareholders’ meeting to obtain the authorization for a reverse stock
split to cure this deficiency; and
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·
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Section
1003(f)(iii) of the Company Guide, in that the Company or its management
has engaged in operations, which, in the opinion of the Exchange, are
contrary to the public interest by invalidly issuing approximately 19.5
million shares (the “Excess Shares”) in excess of the 100 million shares
authorized for issuance under the Company’s certificate of
incorporation. The Company has failed to provide a satisfactory
response as to how and when it will resolve the problem of the Excess
Shares as it is unclear when the Company will be able to hold its annual
meeting and whether the proposed ratification of the issuance of the
Excess Shares at that meeting would be effective under Florida
law.
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2
The
Company intends to request an oral hearing before an Exchange Listing
Qualifications Panel to appeal the Staff’s determination. There can be no
assurance that the Company’s request for
continued listing will be granted.
The Company’s ability to hold its 2010
annual meeting of stockholders is subject to clearance by the Securities and
Exchange Commission of the Company’s preliminary proxy statement on Schedule 14A
relating to the 2010 annual meeting of stockholders.
The Company issued a press release
related to this matter, which is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits | |
Exhibit
Number
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Description
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99.1
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Press
Release, dated February 10, 2011, issued by New Dragon Asia
Corp.
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3
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.
New
Dragon Asia Corp.
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|||
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By:
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/s/ Ling Wang | |
Name: Ling
Wang
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Title: Chief
Financial Officer
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Dated:
February 10, 2011
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
Release, dated February 10, 2011, issued by New Dragon Asia
Corp.
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5