SINOHUB, INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
000-52746
|
87-0438200
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
6/F, Building 51, Road 5, Qiongyu Road,
Technology Park
Nanshan District
Shenzhen, China
|
518057
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
86 755 26612106
|
(Former name or former address, if changed since last report)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
·
|
The resignation of Baker Tilly during the review of the Company’s Form 10-Q for the period ended June 30, 2012 raises serious concerns that the reasons for the resignation may have been related to financial reporting and other irregularities at the Company.
|
|
·
|
The Company’s use of personal bank accounts in the name of its Chief Financial Officer and a finance manager raises significant concerns over whether such accounts were used for legitimate business purposes.
|
|
·
|
The Chief Financial Officer’s sole control over the Company’s bank accounts raises serious concerns about the Company’s internal controls.
|
|
·
|
The Company’s inability to retain an independent registered accounting firm, U.S. securities counsel, or audit committee raises concerns that the Company will not be able to meet its reporting and regulatory requirements in the near term.
|
|
·
|
The Company’s lack of disclosure regarding its inability to access its bank accounts and it failure to timely pay its creditors raises concerns as to whether the Company is properly communicating material news to the public.
|
|
·
|
Sections 801(h) and 802(a) of the Company Guide, in that the Company no longer has a board of directors comprised of at least 50% independent directors.
|
|
·
|
Section 803(B)(2)(c) of the Company Guide, in that the Company no longer has an audit committee comprised of at least two independent directors;
|
|
·
|
Section 804(a) of the Company Guide, in that the Company no longer has a nominating committee comprised solely of independent directors; and
|
|
·
|
Section 805(a) of the Company Guide, in that the Company no longer has a compensation committee comprised of independent directors.
|
|
·
|
Under Rule 10A-3(b)(2), the audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the issuer and each such firm must report directly to the audit committee. The company does not comply with these requirements since it no longer has an audit committee.
|
|
·
|
Under Rule 10A-3(b)(3), each audit committee must have the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties. The Company does not comply with these requirements since it no longer has an audit committee.
|
|
·
|
Under Rule 10A-3, each listed issuer must provide for appropriate funding, as determined by the audit committee for, among other things, payment of compensation to any: (1) registered public accounting firm engaged to prepare or issue a report or perform other audit, review or attest services for the issuer; or (2) advisors employed by the audit committee. The Company did not comply with these requirements when it had an audit committee insofar as the Company did not provide funding for the payment of auditors or to engage an outside consultant or audit firm to commence an investigation.
|
Exhibit No.
|
|
Description
|
99.1
|
|
Press Release of SinoHub, Inc. dated September 24, 2012
|
SINOHUB, INC.
|
|||
Date: September 24, 2012
|
By:
|
/s/ Henry T. Cochran
|
|
Henry T. Cochran
|
|||
Chief Executive Officer
|
Exhibit No.
|
|
Description
|
99.1
|
|
Press Release of SinoHub, Inc. dated September 24, 2012
|
|
·
|
The resignation of Baker Tilly during the review of the Company’s Form 10-Q for the period ended June 30, 2012 raises serious concerns that the reasons for the resignation may have been related to financial reporting and other irregularities at the Company.
|
|
·
|
The Company’s use of personal bank accounts in the name of its Chief Financial Officer and a finance manager raises significant concerns over whether such accounts were used for legitimate business purposes.
|
|
·
|
The Chief Financial Officer’s sole control over the Company’s bank accounts raises serious concerns about the Company’s internal controls.
|
|
·
|
The Company’s inability to retain an independent registered accounting firm, U.S. securities counsel, or audit committee raises concerns that the Company will not be able to meet its reporting and regulatory requirements in the near term.
|
|
·
|
The Company’s lack of disclosure regarding its inability to access its bank accounts and it failure to timely pay its creditors raises concerns as to whether the Company is properly communicating material news to the public.
|
|
·
|
Sections 801(h) and 802(a) of the Company Guide, in that the Company no longer has a board of directors comprised of at least 50% independent directors.
|
|
·
|
Section 803(B)(2)(c) of the Company Guide, in that the Company no longer has an audit committee comprised of at least two independent directors;
|
|
·
|
Section 804(a) of the Company Guide, in that the Company no longer has a nominating committee comprised solely of independent directors; and
|
|
·
|
Section 805(a) of the Company Guide, in that the Company no longer has a compensation committee comprised of independent directors.
|
|
·
|
Under Rule 10A-3(b)(2), the audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the issuer and each such firm must report directly to the audit committee. The company does not comply with these requirements since it no longer has an audit committee.
|
|
·
|
Under Rule 10A-3(b)(3), each audit committee must have the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties. The Company does not comply with these requirements since it no longer has an audit committee.
|
|
·
|
Under Rule 10A-3, each listed issuer must provide for appropriate funding, as determined by the audit committee for, among other things, paymet of compensation to any: (1) registered public accounting firm engaged to prepare or issue a report or perform other audit, review or attest services for the issuer; or (2) advisors employed by the audit committee. The Company did not comply with these requirements when it had an audit committee insofar as the Company did not provide funding for the payment of auditors or to engage an outside consultant or audit firm to commence an investigation.
|
SinoHub Inc.
Grace Wang
Tel: + 86-755-2661-1080
Email: grace.wang@sinohub.com
|
|
./"YR7M?#N5*GI>5.=&
MI./6ZA*K2C.UM5SPOKJ]#2IPGXC*#]GQO2G4^RI1KTX2:<4XN:A5<':[34)W
M;C%JSN>(?\/S_P!M,'!^&'[-_!(.?!?Q67)';_DKK; `&^#6B?!KX(ZW\)M7@\,_%^#X8Z%%J6L^"]2?Q5_:=GX7^*-AJ&G:Y>2:C)
MKL&F7^DV^H:?XEGTR]L[`"?3Y?-L[O4:OA7]ES]G'P)XFTSQ=X&_97^#GA7Q
MKX4OX-<\.>(](\/^)7U?PWJ]D6GLM7LXM2\0:A9+?Z?/-'=P/J%C=68E.ZX@
MO(WG2^\VKX'<2XO'\-XVCFW#TZ.38+)<+B''%XB2JSRZJJM>5*4,*X\LN=>S
M;Y.9QNU'3E^@RW]H+X89;PIXP<.U^#./WC/$/B/Q!SG+*D<'DJI8.AQ=E]/!
M8&GC^;./:>UP]6FWBGAXU8J*M3=22<5\*?MC?LKS?M&_`C6-!T/3#=_%;X8M
MK?CGX5);6:SWNO;[:.3QM\-4EA@N+F?_`(2?2;"+6/#-D3=Q2^+])M=+M8`?
M%.J377\M9Z[2#D$C!&X[CD88$2%V/FC&?-,@G'_'S]H_XG7]X5OX>CL-1T^5
M-1T_2-6DO6?1%N]8TO2M4NKS2+"[\0WTNC6MR8=0OIM$TG3K[7=8N]-AG31=
M,@N=1OY8;95EN?&5_9=_9!\?6UE\08_V7O@#XUM_B-8Z?XZT_P`;6NC:_-8>
M.;'QK:)XBL?%>FRZ3XAL=)N+7Q39ZU#K5M+IEG;:;/'J9EMK94N6AN/LO%SP
M@EQSQ#2S[AW'93@&VL;2S6:5UT[2K."Q@L=.LXI[J8I9Z=!;65
MN]S.L,)+$3_47[+6DC2W\>8C*>>/"P.0H/[H>(2$;;%&=ZB7