HUIZHOU, China, April 7, 2011 /PRNewswire-Asia-FirstCall/ --
China Intelligent Lighting and Electronics, Inc. (NYSE Amex: CIL)
(the "Company") today announced that the Company engaged Friedman
LLP ("Friedman") as its new independent registered public
accounting firm. Pursuant to the engagement letter, Friedman will
audit the financial statements for the years ended December 31, 2010 and 2009.
The Company also announced today that the Special Investigation
Committee has engaged the law firm of Cozen O'Connor to serve as
its independent counsel in connection with its investigation. As
previously reported, the Board of Directors established a Special
Investigation Committee to investigate allegations contained in the
resignation letter of its former auditors, MaloneBailey LLP
("MaloneBailey").
On April 5, 2011, the Company
received a notification from NYSE Amex LLC ("Amex") of its
intention to delist the Company's common stock pursuant to Section
1009(d) of the Amex Company Guide based on a determination that it
is necessary and appropriate for the protection of investors to
initiate immediate delisting proceedings. Based on Amex's review of
the resignation letter from MaloneBailey, it determined that the
Company is not in compliance with Amex listing standards and is
therefore subject to immediate delisting. Specifically, the Company
is subject to delisting pursuant to Section 1003(f)(iii) in that
the Company's actions and inactions led to MaloneBailey's
resignation and withdrawal of its audit opinions casting material
doubt on the integrity of the Company's financial statements, which
were relied upon by Amex; MaloneBailey's withdrawal of its audit
opinions and that its opinions may no longer be relied upon
constitutes a material misstatement and a violation of Section
132(e); the withdrawal of MaloneBailey's audit opinions and that
there are no current audited financial information available for
the Company as a result have caused the Company's filings to be
noncompliant with regulations of the SEC and, thus, noncompliant
with Section 1003(d); MaloneBailey's withdrawal of its audit
opinions calls into question whether the Company actually met the
listing standards subjecting the Company to delisting pursuant to
Section 1002(e); Amex states that, based on the withdrawal of
MaloneBailey's opinions, the Company is not compliant with Section
127; the resignation of Mr. Askew as a member and Chairman of the
Company's Audit Committee leaves the Audit Committee with less than
the required three independent directors and therefore, violates
Section 803B(2); Mr. Askew's resignation also resulted in the
Company having less than majority of independent directors, which
violates Section 802(a); and the filed Form 12b-25 indicates that
the Company will not be able to file its Form 10-K for the year
ended December 31, 2010 within the
extended due date and the Company is unable to estimate when it
will be able to complete the filing, which violates Sections 134
and 1101 requiring timely filing of such report.
The Company has until April 12,
2011 a limited right to request an appeal. If the Company
does not request an appeal by then, then the decision will become
final and Amex will submit an application to the SEC to strike the
Company's common stock from listing. If the Company requests an
appeal, then such request will stay a delisting action.
The Company intends to appeal the delisting determination. There
can be no assurance that the Company's request for continued
listing will be granted, or even if it is granted, the Company will
be able to execute upon such request in a timely manner or to the
satisfaction of Amex. The details of the Amex delisting notice is
set forth in Item 3.01 of the Company's Current Report on Form 8-K
filed with the SEC on April 7,
2011.
About China Intelligent Lighting and Electronics,
Inc.
China Intelligent Lighting and Electronics, Inc. (NYSE Amex:
CIL) is a China-based company that
provides a full range of lighting solutions, including the design,
manufacture, sales and marketing of high-quality LED and other
lighting products for the household, commercial and outdoor
lighting industries in China and
internationally. The Company currently offers over 1,000 products
that include LEDs, long life fluorescent lights, ceiling lights,
metal halide lights, super electric transformers, grille spot
lights, down lights, and recessed and framed lighting.
www.hyundai-elc.com/english/
Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: Certain of the statements made in the press
release constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
statements can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "should,"
"project," "plan," "seek," "intend," or "anticipate" or the
negative thereof or comparable terminology. Such statements
typically involve risks and uncertainties and actual results could
differ materially from the expectations reflected in such
forward-looking statements as a result of a variety of factors,
including the Company's ability to successfully appeal the
delisting notification from NYSE Amex; the Company's ability to
timely complete an internal investigation into allegations of
frauds from its former independent auditor; the discovery of
additional issues related to the Company's accounting records which
may extend the investigation; costs and expenses incurred by the
Company related to the internal investigation, including legal and
other professional service fees, and the ultimate findings and
conclusions of such investigation; the Company's exposure to
shareholder lawsuits that have been filed against the Company in
connection with the matters subject to the investigation, in
addition to costs and expenses that will be incurred by the Company
related to the defense of such claims, particularly in light of the
Company's lack of insurance that will cover any of the costs; the
ability of its new independent auditing firm to audit the Company's
financial statements for the years ended December 31, 2010 and 2009 and file its Form 10-K
for the year ended December 31, 2010
within a reasonable period; the Company's inability to efficiently
deploy resources to manage the process or complete it on a timely
basis; collectability of trade receivables due to the Company by
its customers; the Company's ability to develop and market new
products; the Company's ability to accurately forecast amounts of
supplies needed to meet customer demand; exposure to product
liability and defect claims; fluctuations in the availability of
raw materials and components needed for the Company's products;
changes in the laws of the PRC that affect the Company's
operations; and the Company's ability to obtain all necessary
government certifications, approvals, and/or licenses to conduct
its business. New risk factors emerge from time to time and
the Company cannot predict all such risk factors, nor can it assess
the impact of all such risk factors on the Company's business or
the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward-looking statements.
For more information, please contact:
Investor Relations:
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China Intelligent Lighting and
Electronics, Inc.
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Peter Zhu
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Tel: +1-646-380-2453
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SOURCE China Intelligent Lighting and Electronics, Inc.