U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2018
Commission File Number: 001-34661
LIANLUO SMART LIMITED
Room 2108, 21st Floor
China Railway Construction Building
No. 20 Shijingshan Road, Beijing, 100040
People’s Republic of China
(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): ☐
Receipt of Notification Letter
In connection with the previously announced resignation of Mingwei Zhang as an independent director, Lianluo Smart Limited (the “Company”) has received a notification letter dated August 21, 2018 (the “Nasdaq Letter”) from the Listing Qualifications department of the Nasdaq Stock Market (“Nasdaq”) indicating that the Company failed to comply with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.
Listing Rule 5605(b)(1) requires that a majority of the Company’s Board of Directors be comprised of independent directors. Listing Rule 5605(c)(2)(A) requires that the Company’s Audit Committee be comprised of at least three members, each of whom are independent.
Upon Mr. Mingwei Zhang’s resignation, the Company’s Audit Committee was comprised of two independent members. Further, following Mr. Mingwei Zhang’s resignation, the Company’s Board of Directors consisted of 4 members, two of whom are independent.
Under Listing Rules, the Company will be provided a cure period in order to regain compliance as follows: until the earlier of the Company’s next annual shareholders’ meeting or August 2, 2019; or if the next annual shareholders’ meeting is held before January 29, 2019, then the Company must evidence compliance no later than January 29, 2019.
On August 23, the Company’s Board of Directors appointed Xiaogang Tong to serve as an independent member of the Company’s Board of Directors to fill the vacant seat resulting from the resignation of Mingwei Zhang, and to serve on the Company’s Audit Committee, nominating committee and compensation committee.
Appointment of Independent Director
On August 23, the Company’s Board of Directors appointed Xiaogang Tong to serve as an independent member of the Company’s Board of Directors to fill the vacant seat resulting from the resignation of Mingwei Zhang, and to serve on the Company’s Audit Committee, nominating committee and compensation committee. The Company’s Board of Directors has determined that Xiaogang Tong qualifies as an audit committee financial expert in accordance with applicable Nasdaq Capital Market standards. Biographical information in respect of Xiaogang Tong is attached hereto as Exhibit 99.1.
Press Release
On August 24, the Company issued a press release announcing its receipt of the Nasdaq Letter and the appointment of independent director. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Exhibits
| Exhibit 99.1 — Biographical information of Xiaogang Tong |
| Exhibit 99.2 — Press Release |
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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.
| LIANLUO SMART LIMITED | ||
| August 24, 2018 | By: | /s/ Ping Chen |
| Ping Chen | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) and | ||
| Duly Authorized Officer | ||
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Exhibit 99.1
Biographical information of Xiaogang Tong
Mr. Xiaogang Tong, 39 years old. Mr. Tong has been appointed by the Company’s Board of Directors to serve as an independent member of the Company’s Board of Directors to fill the vacant seat resulting from the resignation of Mingwei Zhang, and to serve on the Company’s Audit Committee since August 23, 2018. Mr. Tong has extensive knowledge and experience in accounting. From December 2014 till now, Mr. Tong served as Chief Financial Officer of Talant Optronics (Suzhou) Co., Ltd.. From August 2008 to December 2014, Mr. Tong was a Partner in Zhong Xin Zi Cheng Financial Consulting Co., Ltd., providing financial consulting, financial due diligence, as well as financial analysis services to pre-IPO companies. From July 2001 to July 2008, Mr. Tong worked in Deloitte Touche Tohmatsu CPA Firm, serving as Auditing Manager (from July 2006 to July 2008) and Senior Auditor (from July 2001 to July 2006). Mr. Tong received a Bachelor’s degree in Accounting from Capital University of Economics and Business. Mr. Tong is a Certified Public Accountant of China (CPA). Mr. Tong has been chosen as a director because of his financial experience.
Exhibit 99.2
Lianluo Smart Announces Receipt of the Nasdaq Notification Letter
Beijing, China – August 24, 2018 - Lianluo Smart Limited (“Lianluo Smart” or the “Company”) (LLIT), a smart service and products provider in China, today announced that in connection with the previously announced resignation of Mingwei Zhang as an independent director, the Company has received a notification letter (the “Nasdaq Letter”) dated August 21, 2018 from the Listing Qualifications department of the Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605. Listing Rule 5605(b)(1) requires that a majority of the Company’s Board of Directors be comprised of independent directors. Listing Rule 5605(c)(2)(A) requires that the Company’s Audit Committee be comprised of at least three members, each of whom are independent.
Consistent with Listing Rule 5605(b)(1)(A) and 5605(c)(4), and as confirmed by the Nasdaq Letter, (i) until the earlier of its next annual shareholders’ meeting or August 2, 2019; or (ii) if the next annual shareholders’ meeting is held before January 29, 2019, then no later than January 29, 2019, the Company has to appoint another independent director to its Board of Directors and to name a third director as a member of the Audit Committee so that the Company regains compliance with the requirements of Listing Rule 5605.
The Company further announced that on August 23, 2018, the Company’s Board of Directors appointed Xiaogang Tong to serve as an independent member of the Company’s Board of Directors to fill the vacant seat resulting from the resignation of Mingwei Zhang, and to serve on the Company’s Audit Committee, nominating committee and compensation committee. The Company’s Board of Directors has determined that Xiaogang Tong qualifies as an audit committee financial expert in accordance with applicable Nasdaq Capital Market standards.
About Lianluo Smart Limited
Lianluo Smart Limited is a smart service and products provider, which develops, markets and sells medical wearable devices, intelligent smart devices and ecosystem platform in China. The medical wearable devices sector’s major products are wearable sleep respiratory devices. It provides medical-grade detection and monitoring to OSA (Obstructive Sleep Apnea) syndrome patients. The smart devices sector is specialized in easy-using smart devices for sports, social contact, entertainment, remote-control and family health management. The smart ecosystem platform interconnects things and things, things and human. Lianluo Smart is endeavoring to become a leading provider of intelligent smart products both in domestic and international markets. More information may be found at www.lianluosmart.com.
COMPANY CONTACT:
Lianluo Smart Limited
Estelle Sun
Tel: +86 10 8860 9850
sunxn@lianluosmart.com