Item 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 15, 2021, Prager Metis CPAs, LLC ("Prager Metis") advised Lithium &
Boron Technology, Inc (the "Company") that they would not stand for re-election
as auditors of the company for the fiscal year ending 2021. On October 3, 2021,
the Audit Committee of the Board of Directors of the Company retained Benjamin &
Ko LLC ("Benjamin") as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2021 and ratified the dismissal of
Prager Metis from service as the Company's independent registered public
accounting firm as of October 3, 2021.
Prager Metis served as the auditors of the Company's consolidated financial
statements for the period from December 31, 2019 through December 31, 2020.
The reports of Prager Metis on the Company's consolidated financial statements
for the Company's year from December 31, 2019 to December 31, 2020 did not
contain any adverse opinion or a disclaimer of opinion and were not qualified or
modified, audit scope or accounting principle, except that there was an emphasis
of matter paragraph relating to going concern uncertainty and a note to the
consolidated financial statements describing conditions that raised substantial
doubt about the Company's ability to continue as a going concern for the years
ended December 31, 2019 through December 31, 2020.
From July 25, 2019 through October 3, 2021, the periods during which the Prager
Metis was engaged as the Company's independent registered public accounting
firm, there were no disagreements with Prager Metis on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Prager
Metis, would have caused Prager Metis to make reference to the subject matter of
the disagreements as defined in Item 304 of Regulation S-K in connection with
any reports it would have issued, and there were no "reportable events" as such
term is described in Item 304 of Regulation S-K.
Prager Metis advised the Company that the Company's internal control over
financial reporting based on the framework and criteria established in the
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") was not effective as of
December 31, 2019 and December 31, 2021.
The Company has provided Prager Metis with a copy of the foregoing disclosure
and requested that the Prager Metis furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements and, if not, stating the respects in which it does not
agree. A copy of Prager Metis' letter, dated October 6, 2021, is attached herein
as Exhibit 16.05 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2019 and 2020 and the subsequent
interim period through June 30, 2021, neither the Company, nor anyone on its
behalf, consulted Prager Metis regarding (i) 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 consolidated financial
statements, and no written report or oral advice was provided to the Company by
Prager Metis that Prager Metis concluded was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial
reporting issue or (ii) any matter that was the subject of a "disagreement" (as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a "reportable event" (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 5, 2021, Mr. Mao Zhang resigned from his position from the Board of
Directors of the Company. Mr. Zhang's resignation was not due to any
disagreement with the Company's operations, policies or practices.
Mr. Jimin Zhang, currently the Chief Executive Officer and director of the
Company will assume the position of Chairman of the Board of Directors. Mr.
Zhang will not be paid an additional salary as Chairman.
Mr. Jimin Zhang, 56 years old, has been the Chief Executive Officer of the
Company since December 31, 2018. Prior to that time Mr. Zhang has been the
managing director of the Zhang's family office. Since March of 2018, Mr. Zhang
served as a financial and operations consultant to Qing Hai Mining and
supervised the carve out of Qing Hai Technology from Qing Hai Mining.
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On October 5, 2021, Mr. Xudong ("Rhett") Wang, currently the Chief Financial
Officer of the Company, was appointed as a member of the Board of Directors of
the Company.
Mr. Xudong Wang, age 42, has served as the Chief Financial Officer of the
Company since December 31, 2018. Prior to that time Mr. Wang served as the Chief
Financial Officer and as Vice President of Strategic Business Development for
Smartheat, Inc, a predecessor to the Company. Mr. Wang previously served as
Chief Financial Officer of DH Gate, Inc., an ecommerce company, QKL Stores,
Inc., a NASDAQ listed company, ThyssenKrupp Presta Fawer Ltd. Mr. Wang will not
be paid an additional salary for his position as a director.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
16.05 Consent of Prager Metis CPAs, LLC, dated October 6, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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