EX-99.2 3 ea020636101ex99-2_jlong.htm LETTER FROM THE NASDAQ STOCK MARKET DATED MAY 13, 2024, REGARDING THE FAILURE TO COMPLY WITH THE MINIMUM BID PRICE REQUIRED UNDER LISTING RULE 5450(A)(2)

Exhibit 99.2

 

 

Sent via Electronic Delivery to: edwin.wong@j-long.com; natalie.chow@klgates.com

 

May 13, 2024

 

Mr. Edwin Wong

Chief Executive Officer

J-Long Group Ltd.

Flat F, 8/F, Houston Industrial Building

32-40 Wang Lung Street, Tsuen Wan

New Territories, Hong Kong

 

Re:

J-Long Group Ltd. (the “Company”)

Nasdaq Security: Ordinary Shares

Nasdaq Symbol: JL

 

Dear Mr. Wong:

 

Our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.

 

If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below, in order to regain compliance.2

 

In the event the Company does not regain compliance with the Rule, the Company may be eligible for additional time.3 To qualify, the Company must submit, no later than the expiration date, an on-line Transfer Application4 and submit a non-refundable $5,000 application fee in accordance with the instructions provided on the attached “Fee Payment Form”.5 The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. As part of its review process, Staff will make a determination of whether we believe the Company will be able to cure this deficiency. Should Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, we will provide notice that its securities will be subject to delisting.6

 

 

1For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2For additional information with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”
3Listing Rule 5810(c)(3)(A)(ii).
4The online Transfer Application can be accessed at listingcenter.nasdaq.com.
5Listing Rule 5920(a)(11)
6At that time, the Company may appeal the delisting determination to a Hearings Panel.

 

 

 

 

 

 

Mr. Edwin Wong

May 13, 2024

Page 2

 

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.7

 

The Company must also submit the announcement to Nasdaq’s MarketWatch Department.8 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.9

 

The following table summarizes the critical dates and information related to this matter:

 

Period below $1.00 bid price Expiration of 180 calendar day compliance period Public
Announcement
Due Date

Relevant Listing Rules

April 1, 2024

to

May 10, 2024

November 11, 2024

May 17, 2024

5450(a)(1) – bid price 5810(c)(3)(A)10 – compliance period

5810(b) – public disclosure 5505 – Capital Market criteria

 

Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

 

 

7Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
8The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
9Listing IM-5810-1.
10Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”

 

 

 

Mr. Edwin Wong

May 13, 2024

Page 3

 

If you have any questions, please do not hesitate to contact me at +1 301 978 1450.

 

Sincerely,

 

/s/ H. Jay Miller  
H. Jay Miller  
Director  
Nasdaq Listing Qualifications