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NEW YORK, May 25, 2012 - NYSE Regulation, Inc. ("NYSE Regulation") announced today that it will commence proceedings to delist the common stock of American Oriental Bioengineering, Inc. (the "Company") - ticker symbol AOB - from the New York Stock Exchange LLC ("NYSE"). Trading in the Company's common stock on the NYSE will be suspended immediately.
Trading in the Company's securities has been halted since March 16, 2012 in order 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 no longer meets the standards for continued listing on the NYSE in accordance with Section 802.01D of the NYSE Listed Company Manual.
1. Pursuant to Section 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," when the company violates any of its listing agreements with the Exchange 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 March 16, 2012, the Company announced that its independent public accounting firm noted certain "inconsistencies" during the course of its audit and that a special investigation was being commenced by the Company's audit committee.(b) On May 15, 2012, the Company filed a Form 8-K with the SEC reporting that the chairman of its audit committee resigned on May 9, 2012 for health reasons. The Company has provided no further information regarding the reasons for the resignation. The audit committee chairman's resignation during the independent investigation the audit committee was conducting into the inconsistencies identified by the Company's independent public accounting firm raises potential concerns.(c) In violation of its listing agreement with the NYSE and Section 802.01D of the Listed Company Manual, the Company has failed to provide all of the information reasonably requested by NYSE Regulation within a reasonable time frame and has not responded in writing to outstanding NYSE Regulation requests for information.(d) The Company has not publicly disclosed or provided NYSE Regulation with any reliable up-to-date information about its current financial results, operations or governance, nor has it made the public disclosures regarding material developments at the Company required by Section 202.05 of the Listed Company Manual.
2. Additionally, Sections 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 require each member of a listed company's audit committee to be independent. Prior to the audit committee chairman's resignation, the Company's representatives verbally advised NYSE Regulation that one of the other audit committee members was in poor health. The Company has not announced the appointment of any other additional board members.
3. Further, the Company did not bring its share price and average share price above $1 by six months following receipt of notice by NYSE Regulation that it had fallen below the NYSE's $1 share price standard, as required by Section 802.01C of the Listed Company Manual.
The Company had also failed to timely file its Form 10-K for the fiscal year ended December 31, 2011 after the allowable SEC extension period and is considered a late filer under Section 802.01E of the NYSE Listed Company Manual.
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 Securities and Exchange Commission to delist the issue is pending the completion of applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. The NYSE noted that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable.
Company contact:
Shujun Liu
Chief Executive Officer
86-451-8666-6601
Chief Executive Officer
86-451-8666-6601
See Section 802.00 of the NYSE Listed Company Manual for continued listing criteria and procedure for delisting
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