Longwei Petroleum (fka LPIH)

[MorningLightMountain]

The common stock of Longwei Petroleum Investment Holding Limited (the “Company”) does not qualify for continued listing for the following reasons:

(a)
The Company is subject to delisting pursuant to Section 132(e) of the Company Guide in that it has failed to provide requested information to the Exchange within a reasonable time frame and/or has provided information to the Exchange that omitted material information. Notwithstanding reasonable extensions of time, the Company failed to fully and completely respond to Staff’s January 25, 2013 letter and has not supplemented responsive information to certain requests as represented. The Company’s refusal to provide the requested information has impaired Staff’s ongoing assessment of the Company’s continued listing eligibility.

(b)
The Company is also subject to delisting pursuant to Section 1003(d) of the Company Guide since its failure to comply with Staff’s information request as described above is a violation of its listing agreement and/or other agreements with the Exchange.

(c)
The Company is noncompliant with Sections 134 and 1101 of the Company Guide based on its failure to file its Form 10-Q for the period ended December 31, 2012. Due to the unavailability of reliable financial information and the uncertainty of when the Company will make its required filing, Staff has determined that continued listing of the Company would be inconsistent with applicable Exchange listing standards.

(d)
The Company is noncompliant with Section 803B(4) of the Company Guide which requires the audit committee of each issuer to have the specific audit committee responsibilities, authority and procedures necessary to comply with Rule 10A-3(b)(4) and (5) under the Securities Exchange Act of 1934 (subject to the exemptions provided in Rule 10A-3(c)), concerning responsibilities relating to authority to engage advisors and funding for compensation to be paid to such advisors as determined by the audit committee. Specifically, the Company’s board of directors declined to approve the audit committee’s resolution to conduct an investigation that would include retaining independent counsel and forensic accountants.

(e)
The Company is subject to delisting pursuant to Section 1003(f)(iii) of the Company Guide in that the Company or its management has engaged in operations, which, in Staff’s opinion, are contrary to the public interest. In this regard, Staff believes that the actions (including, but not limited to, inaction) of the Company and/or its management and/or its agents raise significant public interest concerns. The Company failed to satisfactorily address allegations regarding the Company raised in a report entitled “On-the-Ground Due Diligence & Investigatory Report on Longwei Petroleum” dated January 3, 2013 by GeoInvesting LLC (the “GeoInvesting Report”). The Company had not authorized its audit committee to investigate the matters referenced in the GeoInvesting Report. The resignations of two out of the Company’s three audit committee members including the committee’s chairman during the preparation and review of the Company’s financial statements for the period ended December 31, 2012 raise serious concerns that the reasons for their resignations may have been related to financial reporting or other irregularities at the Company. Staff is also concerned as to whether the Company will be able to timely file its Form 10-Q for the period ending March 31, 2013 with the SEC. These actions by the Company and/or its management and/or its agents cast material doubt on the integrity of the Company’s financial statements. Thus, continued listing of the Company’s common stock on the Exchange would not be in the public interest.

3.
In reviewing the eligibility of the Company’s common stock for continued listing, the Exchange has complied with its standards and procedures as follows:


(a)
On January 25, 2013, the Exchange issued a request for information to the Company pursuant to Section 132(e) of the Company Guide.

(b)
On February 6, 2013, the Exchange notified the Company that, as a result of the resignations of Mr. Douglas D. Cole and Ms. Xiaoping Xue as independent directors and members of the audit committee, it was not in compliance with Section 801(h) of the Company Guide in that at least 50% of the directors on its board were not independent (only one of three directors was independent) and Section 803(B)(2)(c) in that it only had one out of the requisite two members on its audit committee.

(c)
On February 20, 2013, the Exchange notified the Company of its noncompliance with Sections 134 and 1101 of the Company Guide in that it failed to file its Form 10-Q for the period ended December 31, 2012 within the Rule 12b-25 grace period.

(d)
On March 5, 2013, the Exchange notified the Company that it is subject to delisting pursuant to additional deficiencies with respect to Sections 132(e), 803B(4), 1003(d) and 1003(f)(iii) of the Company Guide. Specifically, the Company failed to comply with its listing agreement and/or other agreements with the Exchange by not providing the requested information to the Exchange within a reasonable time frame. By declining to approve the audit committee’s resolution to conduct an investigation that would include retaining independent counsel and forensic accountants, the Company is noncompliant with the requirement that the audit committee of each issuer must have the specific audit committee responsibilities, authority and procedures necessary to comply with Rule 10A-3(b)(4) and (5) under the Securities Exchange Act of 1934. The Company or its management has engaged in operations, which, in Staff’s opinion, are contrary to the public interest. Furthermore, in light of the nature and severity of all of the Company’s continued listing deficiencies, Staff determined in accordance with Section 1009(a)(ii) that it was necessary and appropriate for the protection of investors to truncate the continued listing evaluation and follow-up procedures and move to immediate delisting proceedings (the “Staff Determination”).

(e)
Pursuant to Sections 1203 and 1009(d) of the Company Guide, the Company was given the right to request a hearing before a Listing Qualifications Panel within seven calendar days of the Staff Determination, or by March 12, 2013. The Company did not appeal the Staff Determination within the requisite time period or thereafter and has not otherwise regained compliance with the continued listing standards.

Accordingly, the Exchange, having complied with all of its procedures, is authorized to file this application in accordance with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder.

4.
In the opinion of the Exchange, all of the material facts relating to the reasons for this application are contained herein.

5.
The Exchange official whose signature is set forth below is duly authorized to file this application.

6.
In accordance with the provisions of Rule 12d2-2, the Exchange has issued public notice of its final determination to remove the Company’s common stock from listing and/or registration by issuing a press release and posting notice on http://usequities.nyx.com/mkt-equities-regulation/listed-company-compliance/form-25-filings. Further, a copy of this application has been forwarded to Mr. Michael Toups, chief financial officer of Longwei Petroleum Investment Holding Limited.





Janice O’Neill
Senior Vice President
Corporate Compliance
NYSE MKT LLC

http://www.sec.gov/Archives/edgar/data/1111817/000114331313000015/lphform2503222013.htm

http://www.sec.gov/Archives/edgar/data/1111817/000114331313000015/0001143313-13-000015-index.htm

PS: excerpts from the links above.....