Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
April 11 2017 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark one)
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30,
2016
OR
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TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report: ______________________
Commission File Number: 001-35755
Delta Technology Holdings Limited
(Exact name of the Registrant as specified
in its charter)
British Virgin Islands
(Jurisdiction of incorporation or organization)
16 Kaifa Avenue
Danyang, Jiangsu, China 212300
(Address of principal executive offices)
Xin Chao
Chief Executives Officer
16 Kaifa Avenue
Danyang, Jiangsu, China 212300
Tel: +86 511-8673-3102
Email: chaoxin77@sina.com
(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:
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Title of each class
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Name of exchange on which registered
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Ordinary Shares
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NASDAQ Capital Market
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Redeemable Ordinary Share Purchase Warrants
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NASDAQ Capital Market
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Securities registered or to be registered
pursuant to Section 12(g) of the Act:
Not Applicable.
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:
Not Applicable.
As of November 11, 2016, the issuer had 9,618,852 ordinary shares
outstanding (including 1,000,000 ordinary shares subject to certain net income performance targets).
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
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 ☐ No ☒
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.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act.
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Large Accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
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US GAAP
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International Financial Reporting Standards as issued by the International Accounting
Standards Board
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Other
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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.
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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).
Yes ☐
No ☒
EXPLANATORY NOTE
Delta Technology Holdings Limited (the “Company”)
is filing this Amendment No. 1 on Form 20-F/A (the “Form 20-F/A”) to amend its annual report on Form 20-F for the fiscal
year ended June 30, 2016 (the “2016 Form 20-F”) as originally filed with the Securities and Exchange Commission (the
“SEC”) on November 15, 2016 in response to the SEC’s letter to the Company of March 14, 2017 instructing the
Company to provide all the information required by Item 16F of Form 20-F. Accordingly, Item 16F of the 2016 Form 20-F is deleted
in its entirety and replaced with the following new Item 16F. In addition, the Company is filing as an exhibit a letter from its
former auditor as required to Item 16F(a)(3) of the Form 20-F.
Other than as expressly set forth above,
this Form 20-F/A does not, and does not purport to, revise, update, amend or restate the information presented in any Item of the
2016 Form 20-F or reflect any events that have occurred after the filing of the 2016 Form 20-F.
Item
16F. Change in Registrant's Certifying Accountant.
(a) Former Independent
Registered Public Accounting Firm
On April 30, 2016, our former independent
registered public accounting firm, Dominic K.F. Chan & Co. changed its name to DCAW (CPA) Limited (“DCAW”). On
November 14, 2016, DCAW merged with Centurion ZD CPA Limited (“Centurion”). Consequently, on November 14, 2016, DCAW
resigned as our independent registered public accounting firm and on the same day, our board of directors approved the resignation
of DCAW and Centurion assuming the role of the Company’s independent public accounting firm, effective immediately.
The reports of DCAW on our financial statements
for the fiscal years ended June 30, 2014 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended June 30, 2014 and 2015,
and in the subsequent interim periods through November 14, 2016, there were no disagreements with DCAW on any matter of accounting
principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction
of DCAW, would have caused DCAW to make reference to the matter in its report.
During the fiscal years ended June 30, 2014
and 2015, and in the subsequent interim periods through November 14, 2016, there were no disagreements with DCAW on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of DCAW, would have caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports.
We provided DCAW with a copy of the foregoing
disclosures and requested DCAW to furnish us with a letter addressed to the Securities and Exchange Commission stating whether
or not it agrees with the above disclosures. A copy of the letter furnished pursuant to that request is filed as Exhibit 16.1 to
this Amendment No. 1 to the Annual Report on Form 20-F.
(b) New Independent
Registered Public Accounting Firm
On November 14, 2016, we appointed Centurion
ZD CPA Limited (“Centurion”) as our new independent registered public accounting firm, effective immediately. During
the fiscal years ended June 30, 2014 and 2015, and during all subsequent interim periods through November 14, 2016, we did not
consult Centurion regarding the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us
nor oral advice was provided that Centurion concluded was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or any matter that was either the subject of a disagreement (as defined in Item
16F(a)(1)(iv) of Form 20-F and the related instructions to this Item) or a reportable event (as described in Item 16F(a)(1)(v)
of Form 20-F.
Exhibit No.
Description
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16.1
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Letter from DCAW (CPA) Limited to the Securities and Exchange Commission regarding a change in certifying accountant.
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SIGNATURES
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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Date: April 11, 2017
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DELTA TECHNOLOGY HOLDINGS LIMITED
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/s/ Xin Chao
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Xin Chao
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Chief Executive Officer and Chairman
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