Attached files
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| EX-99.1 - NEW DRAGON ASIA CORP | v208660_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): January 18, 2011
NEW DRAGON ASIA
CORP.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other jurisdiction of incorporation)
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001-15046
(Commission
File Number)
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88-0404114
(IRS
Employer Identification No.)
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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 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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o |
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 |
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 January 18, 2011, New Dragon Asia
Corp. (the “Company”) received a notice from NYSE Amex, LLC (the “Exchange”)
indicating that the Company was not in compliance with Section 704 of the NYSE
Amex Company Guide (the “Company Guide”), in that it did not hold an annual
meeting of its stockholders during 2010.
In order to maintain its Exchange
listing, the Company must submit a plan of compliance by February 17, 2011
advising the Exchange of action it has taken, or will take, that would bring it
into compliance with Section 704 of the Company Guide by July 18,
2011. The Corporate Compliance Department of the Exchange will
evaluate the plan and make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain compliance with the
continued listing standards by July 18, 2011, in which case the plan will be
accepted. If the plan is accepted, the Company may be able to
continue its listing during the plan period up to July 18, 2011, during which
time it will be subject to periodic review to determine whether it is making
progress consistent with the plan. If the Company does not submit a
plan, if the Company submits a plan that is not accepted or if the plan is
accepted but the Company is not in compliance with the continued listing
standards at the conclusion of the plan period or does not make progress
consistent with the plan during the plan period, the Company may become subject
to delisting proceedings in accordance with Section 1010 and Part 12 of the
Company Guide.
The Company intends to submit a plan to
the Exchange and to hold an annual meeting of its stockholders to regain
compliance with the Exchange’s listing standards. 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) Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release, dated January 21, 2011, issued by New Dragon Asia
Corp.
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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 hereunto
duly authorized.
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New
Dragon Asia Corp.
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By:
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/s/ Ling Wang | |
| Name: Ling Wang | |||
| Title: Chief Financial Officer | |||
Dated:
January 21, 2011
EXHIBIT
INDEX
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Exhibit Number
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Description
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99.1
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Press
Release, dated January 21, 2011, issued by New Dragon Asia
Corp.
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