GLG Life Tech Corporation (TSX:GLG)(NASDAQ:GLGL) ("GLG" or the
"Company") wishes to announce that its former auditor,
PricewaterhouseCoopers LLP ("PwC"), has resigned effective May 22,
2012, at the request of the Company, and Thomson Penner & Lo
LLP ("TPL") has been appointed as the successor auditor. In
accordance with National Instrument 51-102, the Company has filed
the attached Change of Auditor Notice on Sedar, together with
letters from PwC and TPL, each confirming that it is in agreement
with the statements contained in the notice, as applicable. Thomson
Penner & Lo LLP were the Company's previous auditor from 2005
to 2008.
PWC had not expressed any audit opinion in relation to the
Company's most recently completed fiscal year, nor any subsequent
periods. A description of the "reportable event" in connection with
PwC's resignation is set out in the attached notice of change of
auditor and PwC resignation letter. PwC had required an independent
investigation from another large international accounting firm with
respect to confirmation of third party information in connection
with its audit opinion. The Company assessed the costs, delays, and
uncertainties associated with the process proposed by PwC and
determined that it was more likely to obtain a complete audit in a
reasonable time and at a cost that it could afford if the Company
appointed its previous auditor.
NASDAQ Update
The Company also announced today its intention to delist its
shares from the Nasdaq Global Select Market as soon as practicable.
The Company's shares of common stock will continue to be listed on
the Toronto Stock Exchange. Following its delisting from Nasdaq,
the Company intends to voluntarily terminate its public reporting
obligations under the U.S. Securities Exchange Act as soon as
possible.
The Company has determined that the costs of maintaining GLG's
listing and registration in the U.S. and complying with SEC
reporting and other applicable U.S. obligations, including the
provisions of the Sarbanes-Oxley Act of 2002, outweighs the
benefits of continuing such listing and registration of the
Company's shares.
As previously announced on May 4, 2012, the Company received
notice from Nasdaq regarding noncompliance with Nasdaq Listing Rule
5250(c)(1) as a result of not timely filing its Form 40-F for the
period ending December 31, 2011. In light of the Company's change
in its independent auditor, the Company does not anticipate that it
will be able to regain compliance with the Nasdaq rules within the
time periods prescribed by Nasdaq.
About GLG Life Tech Corporation
GLG Life Tech Corporation is the global leader in the supply of
high purity stevia extracts, an all-natural, zero-calorie sweetener
used in food and beverages. The Company's vertically integrated
operations cover each step in the stevia supply chain including
non-GMO stevia seed breeding, natural propagation, stevia leaf
growth and harvest, proprietary extraction and refining, marketing
and distribution of finished product. Through its consumer food
products subsidiary, AN0C, the company formulates and markets a
wide range of stevia sweetened beverages and foods products within
the Chinese marketplace - a true seed to shelf model. For further
information, please visit www.glglifetech.com.
About AN0C(TM)
AN0C focuses on the sale and distribution of all-natural
zero-calorie food and beverage products in China that are sweetened
with stevia provided by GLG Life Tech Corporation. GLG is a global
leader in the supply of high quality stevia extracts and holds an
80% controlling stake in AN0C with China and Healthy Foods Company
Limited (CAHFC) holding 20%. Dr. Luke Zhang, Chairman and CEO of
AN0C, is supported by an experienced team of senior executives
recruited from the beverage industry in China. For further
information, please visit www.an0c.com.
Forward-looking statements: This press release contains certain
information that may constitute "forward-looking statements" and
"forward looking information" (collectively, "forward-looking
statements") within the meaning of applicable securities laws. Such
forward-looking statements include, without limitation, statements
evaluating the market, potential demand for stevia and general
economic conditions and discussing future-oriented costs and
expenditures. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes" or variations of such words and phrases
or words and phrases that state or indicate that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved.
While the Company has based these forward-looking statements on
its current judgments and future expectations concerning the impact
of delisting its shares of common stock from the Nasdaq Global
Select Market on the Company's business, the statements are not
guarantees of the Company's future performance and are subject to
risks, uncertainties, assumptions and other factors which could
cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. These
factors include, among others, the receipt and timing of applicable
regulatory approvals from the U.S. Securities and Exchange
Commission, which may be delayed or which we may not receive at
all, and our anticipated cost savings, which may not materialize.
Other factors include risks that the Company may not be able to
terminate its reporting obligations under the U.S. Securities
Exchange Act or that such reporting obligations will resurface in
the future, that the Company may not realize the cost savings it
expects from the change in its auditor and the termination of its
reporting obligations in the U.S., and other risk factors set forth
under the heading "Risk Factors" in the Company's Annual
Information Form for the financial year ended December 31, 2010 and
in the Company's public filings in Canada with the Canadian
Securities Administrators (CSA), available on the CSA's website at
www.sedar.com. In light of these factors, the forward-looking
events discussed in this press release might not occur.
Further, although the Company has attempted to identify factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
As there can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements,
readers should not place undue reliance on forward-looking
statements.
Financial outlook information contained in this press release
about prospective results of operations, capital expenditures or
financial position is based on assumptions about future events,
including economic conditions and proposed courses of action, based
on management's assessment of the relevant information as of the
date hereof. Such financial outlook information should not be used
for purposes other than those for which it is disclosed herein.
To:
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
The Manitoba Securities Commission
Ontario Securities Commission
Autorite des marches financiers
New Brunswick Securities Commission
Nova Scoctia Securities Commission
Prince Edward Island Securities Office
Securities Commission of Newfoundland and Labrador
PricewaterhouseCoopers LLP
Thomson Penner & Lo LLP
Notice of Change of Auditor pursuant to National Instrument
51-102
GLG Life Tech Corporation (the "Corporation") wishes to advise
that the Corporation's auditor, PricewaterhouseCoopers LLP ("PwC"),
has resigned effective May 22, 2012, at the request of the
Corporation. The Board of Directors of the Corporation resolved
that Thomson Penner & Lo LLP be appointed as successor auditor
to fill the vacancy in the position of auditor of the Corporation.
Thomson Penner & Lo LLP were the Corporation's previous
auditors from June 2008 to June 2009.
The resignation of PwC and the appointment of Thomson Penner
& Lo LLP have been considered and approved by the Corporation's
Audit Committee and Board of Directors. PWC had not expressed any
audit opinion in relation to the most recently completed fiscal
year and any subsequent periods. For a description of the
"reportable event" in connection with PwC's resignation, please see
the attached resignation letter from PwC dated May 22, 2012. PwC
and the chairman of the Audit Committee discussed the matter and
the Corporation has authorized PwC to respond fully to inquiries by
Thomson Penner & Lo LLP.
Dated at Vancouver, British Columbia, effective this 24th day of
May, 2012.
GLG LIFE TECH CORPORATION
(signed) "Brian Meadows"
Brian Meadows
President and CFO
GLG Life Tech Corporation, http://www.glglifetech.com/
Suite 2168, 1050 West Pender Street,
Vancouver, British Columbia Canada V6E 3S7
TEL (604) 669-2602 FAX (604) 662-8858
May 22, 2012
Mr. David Hall
Chair of the Audit Committee
GLG Life Tech Corporation
Suite 2168 - 1050 West Pender Street
Vancouver, BC V6E 3S7
Dear Mr. Hall:
We are writing to inform you that, effective immediately,
PricewaterhouseCoopers LLP hereby resigns as the independent
auditors of GLG Life Tech Corporation ("GLG" or the "Company").
On April 16, 2012, we informed you that, in our professional
judgment, we would not be able to issue an opinion with respect to
the Company's consolidated financial statements and internal
controls over financial reporting for the year ended December 31,
2011 without obtaining additional information regarding certain
transactions, including, for example, the identification of the
Company's counterparties, an assessment of the related party status
of such counterparties and an understanding of the economic
substance of the counterparties and the transactions. At that time,
we indicated that we did not believe we would be in a position to
form an opinion until such time as the audit committee completed an
independent investigation into these transactions. We further
informed you that we had not yet completed our audit in other
respect to the Company's consolidated financial statements and
internal controls over financial reporting and believed that we
should not continue with our audit work unless and until an
independent investigation was completed.
We understand that GLG began an independent investigation and
had retained KPMG to assist in such investigation. We further
understand that you have now decided not to pursue that.
The Company has suggested that we should now tender our
resignation as the Company's independent auditors in light of the
fact that the Company recognizes that we are not able to express an
opinion on the Company's consolidated financials statements or
internal controls over financial reporting at this time. As a
result of the Company's wishes and our inability in our judgment to
continue our audit without additional information, we have decided
to resign as the Company's auditors effective immediately.
We are not in a position at this time to assess what additional
audit work we would have determined in our professional judgment we
would need to perform in order to complete our audit or whether we
would have been in a position to complete our audit should it have
continued. We are also not in a position to assess what effect, if
any, the matters discussed above might have on our reports on
financial statements for any prior periods.
In our view, the matters related to the transactions discussed
above, including the company's decision to not provide us with
sufficient information regarding the transactions through an
independent investigation or otherwise, accordingly, would in our
view constitute "reportable events" under National Instrument
51-102 and Item 304(a)(1)(v) of Regulation S-K as such matters have
not been resolved to our satisfaction as of the date of our
resignation.
Yours very truly,
"PricewaterhouseCoopers LLP"
Chartered Accountants
cc: Brian Meadows, CFO
cc: Hein Poulus, Stikeman Elliott
PricewaterhouseCoopers LLP, Chartered Accountants
PricewaterhouseCoopers Place, 250 Howe Street, Suite 700,
Vancouver, British Columbia, Canada V6C 3S7
T: +I 604 806 7000, F: +I 604 806 7806, www.pwc.com/ca
"PwC" refers to PricewaterhouseCoopers LLP, an Ontarlo limited
liability partnership, which is a member firm of
PricewaterhouseCoopers International Limited, each member firm of
which is a separate legal entity.
Contacts: GLG Life Tech Corporation Stuart Wooldridge Investor
Relations +1 (604) 669-2602 ext. 104 +1 (604) 662-8858
(FAX)ir@glglifetech.com www.glglifetech.com
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