Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
01 9월 2022 - 5:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13A-16 OR 15D-16 of The
Securities Exchange Act of 1934
For the month of August 2022
Commission File Number 001-40306
UTime Limited
(Translation of registrant’s name into English)
7th Floor, Building 5A
Shenzhen Software Industry Base, Nanshan District
Shenzhen, People’s Republic of China 518061
(Address of
principal executive offices)
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): ☐.
Note: Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security
holders.
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): ☐.
Note: Regulation
S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the
registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has
not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
UTime
Limited, a Cayman Islands business company (the “Company”) is furnishing this report on Form 6-K to report the termination
of BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO”) effective August 29, 2022 (the “Effective Date”)
and that the Company has appointed Audit Alliance LLP. (“AA”) as its independent registered public accounting firm of
the Company effective August 29, 2022 and for the fiscal year ended March 31, 2022.
The
termination of BDO and the appointment of AA have been considered and approved by the Company’s audit committee of the board
of directors. The audit reports of BDO on the consolidated financial statements of the Company as of and for the fiscal years ended
March 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the audit report on the March 31, 2020 consolidated financial
statements included an explanatory paragraph that described factors that raised substantial doubt about the Company’s ability
to continue as a going concern. There were no disagreements with BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, from the time of BDO’s engagement up to the date of termination which
disagreements that, if not resolved to BDO’s satisfaction, would have caused BDO to make reference in connection with its
opinion to the subject matter of the disagreement. Other than material weaknesses identified in the Company’s internal control
over financial reporting related to (i) the Company’s lack of sufficient qualified financial reporting and accounting
personnel with an appropriate knowledge under accounting principles generally accepted in the United States (“U.S.
GAAP”) and (ii) the Company’s lack of comprehensive accounting policies and procedures manual in accordance with U.S.
GAAP, no “reportable events”, as that term is described in Item 16F(a)(1)(v) of Form 20-F, occurred during the fiscal
years ended March 31, 2021 and 2020 and through the Effective Date.
The
Company provided BDO with a copy of this Form 6-K and requested that BDO provides the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements. A copy of BDO’s letter is furnished as Exhibit 99.1
to this Form 6-K.
During
the Company’s two most recent fiscal years and through the subsequent interim period on or prior to the appointment of AA, neither
the Company nor anyone on its behalf has consulted with AA regarding either (a) 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 neither a written report nor oral advice was provided to the Company that AA concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).
The
Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F
for the fiscal year ended March 31, 2022 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form
20-F and plans to incorporate Exhibit 99.1 reference into its Form 20-F to the extent necessary to satisfy such reporting obligations.
EXHIBIT INDEX
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, thereunto
duly authorized.
Dated: August 31, 2022 |
UTime Limited
(Registrant) |
|
|
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By: |
/s/ Minfei Bao |
|
Name: |
Minfei Bao |
|
Title: |
Chief Executive Officer |
2
UTime (NASDAQ:UTME)
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