UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 December 2018
CLPS INCORPORATION
(Translation of registrant’s name into English)
c/o 2nd Floor, Building 18, Shanghai Pudong Software
Park, 498 Guoshoujing Road, Pudong, Shanghai,
201203, People’s Republic of China
(Address of Principal Executive Office)
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): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 001-38505.
On December 21, 2018, Friedman LLP was dismissed as CLPS Incorporation’s independent registered public accounting firm (“Friedman”), effective as of the same date. Friedman’s reports for the financial years for which it acted as the Company’s auditor did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, there were no reportable events caused by disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures during the period. The Company has provided Friedman with a copy of the foregoing disclosures and requested that it furnish a letter to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this 6-K.
On December 21, 2018, the Company engaged the request of the Company and that Ernst & Young Hua Ming LLP (“EY”) has been appointed as the successor auditor. The appointment of EY as the successor auditor has been approved by the chair of the Audit Committee of the Company’s Board of Directors. During each of the Company’s two most recent fiscal years and through the date of this report, (a) the Company has not engaged EY as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult EY with respect to (i) either: 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 financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.
Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Friedman LLP dated January 4, 2019. | |
| 99.1 | Press release dated December 28, 2018. |
1
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.
| CLPS INCORPORATION | ||
| By: | /s/ Raymond Ming Hui Lin | |
| Raymond Ming Hui Lin | ||
| Chief Executive Officer | ||
Date: January 7, 2018
2
Exhibit 16.1
January 4, 2019
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | CLPS Incorporation File No. 001-38505 |
Dear Sir or Madam:
We have read Form 6-K dated December 21, 2018 of CLPS Incorporation (“Registrant”) and are in agreement with the statements contained there as it pertains to our firm.
We have no basis to agree to disagree with any other statements of the Registrant contained in Form 6-K.
/s/ Friedman LLP
New York, New York
Exhibit 99.1
CLPS Appoints Ernst and Young as Auditor
SHANGHAI, Dec. 27, 2018 /PRNewswire/ -- CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), a leading information technology (“IT”) consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today announced that effective December 21, 2018, Friedman LLP (“Friedman”) has tendered its resignation at the request of the Company and that Ernst & Young Hua Ming LLP (“EY”) has been appointed as the successor auditor.
The appointment of EY as the successor auditor has been approved by the chair of the Audit Committee of the Company’s Board of Directors.
“We would like to thank Friedman for its support, and we welcome EY as our new auditor,” said Mr. Raymond Lin, Co-Founder and Chief Executive Officer of CLPS. “As we execute on the next steps of our international expansion strategy, EY’s accounting expertise and global network is best suited to meet our evolving and expanding requirements.”
The reports of Friedman for all financial years for which it acted as auditor did not contain an adverse opinion or a disclaimer of opinion, nor were the auditors’ reports of Friedman qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, there were no reportable events caused by disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures during the period.
About CLPS Incorporation
Headquartered in Shanghai, China, CLPS Incorporation (the “Company”) (Nasdaq: CLPS) is a global leading information technology (“IT”), consulting and solutions service provider focusing on the banking, insurance and financial sectors. The Company serves as an IT solutions provider to a growing network of clients in the global financial industry, including large financial institutions in the US, Europe, Australia and Hong Kong and their PRC-based IT centers. The Company maintains ten delivery and/or research & development centers to serve different customers in various geographic locations. Mainland China centers are located in Shanghai, Beijing, Dalian, Tianjin, Chengdu, Guangzhou and Shenzhen. The remaining three global centers are located in Hong Kong, Singapore and Australia. For further information regarding the Company, please visit: http://ir.clpsglobal.com/.
Forward-Looking Statements
Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in the Company’s most recently filed annual report on Form 20-F and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.
Contact:
CLPS
Incorporation
Tian van Acken
Chief Financial Officer
Phone: +86-158-0198-4357
Email: ir@clpsglobal.com
ICR
Inc.
Rose Zu
Phone: +1-646-405-4868
Email: ir@clpsglobal.com