UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2021
Commission File Number 001-39564
Mingzhu Logistics Holdings Limited
(Translation of registrant’s name into English)
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
(Address of principal executive offices)
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 by furnishing the information contained in this Form, the registrant 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): 82-______
Mingzhu Logistics Holdings Limited (the “Company”) is furnishing this current report on Form 6-K to report the dismissal of Friedman LLP (“Friedman”) effective May 17, 2021 and that the Company has appointed Audit Alliance LLP (the “Successor Auditor”) as successor auditor of the Company effective May 17, 2021 and for the fiscal year ended December 31, 2020.
In connection therewith, the Company provides that:
1. the dismissal of Friedman and the appointment of the Successor Auditor have been considered and approved by the Company's audit committee and board of directors;
2. The audit report of Friedman on the financial statements of the Company as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
3. There were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, from the time of Friedman’s engagement up to the date of dismissal which disagreements that, if not resolved to Friedman’s satisfaction, would have caused Friedman to make reference in connection with its opinion to the subject matter of the disagreement. None of “reportable events”, as that term is described in Item 16F(a)(1)(v)(A)-(D) of Form 20-F occurred within the two fiscal years of the Company ended December 31, 2019 and 2018 and subsequently up to the date of dismissal.
The Company provided Friedman with a copy of this Form 6-K and requested that Friedman provides the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of Friedman’s letter is furnished as Exhibit 16.1 to this Form 6-K.
During the Company’s most recent two fiscal years and through the subsequent interim period on or prior to the appointment of the Successor Auditor, neither the Company nor anyone on its behalf has consulted with the Successor Auditor on either (a) 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 (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F for the year ending December 31, 2020 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 16.1 reference into its Form 20-F to the extent necessary to satisfy such reporting obligations.
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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, thereunto duly authorized.
MINGZHU LOGISTICS HOLDINGS LIMITED | |||
Date: May 17, 2021 |
|||
By: | /s/ Jinlong Yang | ||
Name: | Jinlong Yang | ||
Title: | Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number |
Description | |
16.1 |
||
99.1 | Press Release |
3
Exhibit 99.1
MingZhu Logistics Announces Change in Auditor
SHENZHEN, May 17, 2021 – MingZhu Logistics Holdings Limited ("MingZhu" or the "Company") (NASDAQ: YGMZ), an elite provider of logistics and transportation services to businesses, today announced its Audit Committee has dismissed Friedman LLP (“Friedman”) as the Company’s independent auditor and engaged Singapore-based Audit Alliance LLP, as its new independent auditor, effective today.
The Company's Audit Committee reached its decision to engage Audit Alliance LLP as the new independent registered public accounting firm of the Company after thorough evaluation and with the concurrence of the Board of Directors. There have been no disagreements between Friedman and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that would have caused Friedman to make reference to the subject matter of the disagreement in connection with its report on the Company's consolidated financial statements. In addition, the previous auditor’s reports of Friedman on the Company’s consolidated financial statements did not contain any adverse opinion or a disclaimer of opinion, and none of those reports was qualified or modified as to uncertainty, audit scope, or accounting principles.
In light of the change in its auditor, the Company will not be filing its Form 20-F by its require filing date of May 17, 2021. The Company expects to complete preparation of its financial statements and review them with the new auditors shortly and will complete its Form 20-F filing as soon as is practical.
About MingZhu Logistics Holdings Limited (NASDAQ: YGMZ)
Founded in 2002, NASDAQ listed, Shenzhen, China based, MingZhu is 4A-grade trucking services provider, offering both network density and broad geographic coverage to meet customers' diverse transportation needs. The Company operates two regional terminals in Guangdong Province and Xinjiang Autonomous Region, respectively, with both self-own fleets of tractors and trailers and subcontractors' fleets. More information about MingZhu can be found at: www.szygmz.com/en/
Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the trucking services market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
At the Company: Mr. Jingwei Zhang Email: company@szygmz.com Phone: (+86) 186-5937-1270 |
Investor Relations: David Pasquale Global IR Partners New York Office Phone: +1-914-337-8801 YGMZ@globalirpartners.com |
Exhibit 16.1
May 17, 2021
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street NE
Washington, D.C. 20549
Re: | MingZhu Logistics Holdings Limited |
Ladies and Gentlemen:
We have read the statements in the Form 6-K dated May 17, 2021, of MingZhu Logistics Holdings Limited to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to and, therefore, do not agree or disagree with the other statements made by the Company in the Form 6-K.
Respectfully submitted,
/s/ Friedman LLP
New York, New York
May 17, 2021
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