Plastec Technologies, Ltd 20-F/A, filed Sep 22, 2023
Plastec Technologies, Ltd. (PLTYF)
About this 20-F/A
Plastec Technologies, Ltd filed this 20-F/A on September 22, 2023, covering the fiscal year ended December 31, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year
ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
| Commission file number: |
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name Into English)
(Jurisdiction of Incorporation or Organization)
(Address of Principal Executive Offices)
Tel.:
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| None |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Ordinary Shares, par value U.S.$0.001 per share, as of December 31, 2022
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. Yes ¨
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by
check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If securities are registered pursuant Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued | Other ¨ | |
| by the International Accounting Standards Board ¨ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
| Auditor Name | Auditor Firm ID | Auditor Location | ||
EXPLANATORY NOTE
This Amendment No. 2 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2022, which was originally filed with the U.S. Securities and Exchange Commission on May 30, 2023, as amended by Amendment No. 1 filed with the SEC on August 1, 2023 (as amended, the “Annual Report”). The purpose of this Form 20-F/A is (i) to amend Item 16I of the Annual Report to provide the disclosures required under Item 16I(b) of Form 20-F and (ii) to provide the documentation required by Item 16I(a) of Form 20-F in the form of an exhibit to this Form 20-F/A.
This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
During our fiscal year 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm that the PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a HFCAA determination report that vacated its December 16, 2021 determinations and removed mainland China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate the registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this Annual Report.
As of the date of this Form 20-F/A, (i) to the best of our knowledge, no governmental entities in the People's Republic of China, the Cayman Islands, Hong Kong or the British Virgin Islands own shares of Plastec Technologies, Ltd. or any of its consolidated foreign operating entities, (ii) to the best of our knowledge, governmental entities in the People's Republic of China, the Cayman Islands, Hong Kong, and the British Virgin Islands do not have a controlling financial interest in Plastec Technologies, Ltd. or any of its consolidated foreign operating entities, (iii) to the best of our knowledge, none of the members of the board of directors of Plastec Technologies, Ltd. or any of its consolidated foreign operating entities is an official of the Chinese Communist Party, and (iv) the memorandum and articles of association of Plastec Technologies, Ltd. does not, and the equivalent organizing documents of its consolidated foreign operating entities do not, contain any charter of the Chinese Communist Party, including the text of any such charter.
For information supporting our assertion that governmental entities in China do not have a controlling financial interest in our company, please see the Supplemental Submission pursuant to Item 16I(a) of Form 20-F furnished as Exhibit 99.1 to this Form 20-F/A.
ITEM 19. EXHIBITS.
| 99.1 | — | Supplemental Submission pursuant to Item 16I(a) of Form 20-F |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Form 20-F/A on its behalf.
Dated: September 22, 2023
| PLASTEC TECHNOLOGIES, LTD. | ||
| By: | /s/ Kin Sun Sze-To | |
| Name: Kin Sun Sze-To | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Supplemental Submission
Pursuant to Item 16I(a) of Form 20-F
Plastec Technologies, Ltd. (the “Company”) is submitting via EDGAR the following information as required under Item 16I(a) of Form 20-F in relation to the Holding Foreign Companies Accountable Act (the “HFCAA”).
During its fiscal year 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended December 31, 2021 with the SEC with an audit report issued by Centurion ZD CPA & Co., a registered public accounting firm retained by the Company for the preparation of the audit report on the Company’s financial statements included therein. Centurion ZD CPA & Co. is a registered public accounting firm headquartered in Hong Kong, a jurisdiction where the Public Company Accounting Oversight Board (the “PCAOB”) determined that it was unable to inspect or investigate completely registered public accounting firms headquartered there, including Centurion ZD CPA & Co., until December 2022 when the PCAOB vacated its previous determination. In response to Item 16I(a) of Form 20-F, the Company believes that the following information and materials establish that the Company is not owned or controlled by, and that the Company’s respective consolidated foreign operating entities are not owned or controlled by, any governmental entity in any foreign jurisdiction in which the Company and its consolidated foreign operating entities are incorporated or otherwise organized (the People’s Republic of China, the Cayman Islands, Hong Kong and the British Virgin Islands, as described further below) or any foreign jurisdiction that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in such foreign jurisdiction.
The Company has reviewed written affirmations from each officer of the Company and each member of the Company’s board of directors and the boards of directors of the Company’s consolidated foreign operating entities, certifying that such persons do not have any current or prior affiliation with the Chinese Communist Party or the government of the People’s Republic of China, the Cayman Islands, Hong Kong, the British Virgin Islands or any foreign jurisdiction that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in such foreign jurisdiction. Based on an examination of the Company’s audited financial statements, register of members and public filings made by the Company’s shareholders, these written affirmations collectively represent holders of over 80% of the Company’s outstanding ordinary shares, including Kin Sun Sze-To, the Company’s Chairman of the Board and Chief Executive Officer and Chief Operating Officer, who himself beneficially owns 78.3% of the Company’s outstanding ordinary shares as of May 30, 2023. No other person has a controlling financial interest in the Company.
The Company has four subsidiaries constituting consolidated foreign operating entities in the Company’s financial statements: (i) Viewmount Developments Limited, a British Virgin Islands company (“Viewmount”); (ii) Sun Line Industrial Limited, a Hong Kong company (“Sun Line”); (iii) Sun Ngai Spraying and Silk Print Co., Ltd., a British Virgin Islands company (“Sun Ngai”); and (iv) Sun Terrace Industries Limited, a British Virgin Islands company (“Sun Terrace”). The Company owns 100% of Viewmount, which owns 100% of each of Sun Line, Sun Ngai and Sun Terrace. In other words, the Company’s consolidated foreign operating entities are wholly owned and controlled by the Company and the Company is not owned or controlled by any government entity in the People’s Republic of China, the Cayman Islands, Hong Kong, the British Virgin Islands or any foreign jurisdiction that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in such foreign jurisdiction according to the materials described above.
Based on the above, each of the Company and its respective consolidated foreign operating entities is not owned or controlled by a government entity in any foreign jurisdiction in which the Company and its consolidated foreign operating entities are incorporated or otherwise organized or any foreign jurisdiction that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in such foreign jurisdiction.
Dated: September 22, 2023
| PLASTEC TECHNOLOGIES, LTD. | ||
| By: | /s/ Kin Sun Sze-To | |
| Name: Kin Sun Sze-To | ||
| Title: Chief Executive Officer | ||