Fenbo Holdings Limited Receives Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

Rhea-AI Summary

Fenbo Holdings (NASDAQ: FEBO), an OEM manufacturer for Spectrum Brands producing Remington hair styling products, received a Determination Letter from Nasdaq on January 16, 2025. The letter indicates non-compliance with Listing Rule 5620(a) and 5810(c)(2)(G) as the company failed to hold an annual shareholders meeting within twelve months of its fiscal year end December 31, 2023.

The company has until March 3, 2025 (45 calendar days) to submit a compliance plan. If Nasdaq accepts the plan, Fenbo could receive an extension until June 30, 2025, to regain compliance. While the notification has no immediate effect on Nasdaq listing, failure to regain compliance could result in delisting. The company is preparing for an annual meeting and intends to submit a compliance plan.

Positive

• None.

Negative

• Failed to hold required annual shareholder meeting within 12 months of fiscal year end
• Risk of potential delisting from Nasdaq if compliance plan is not accepted or executed
• No guarantee of Nasdaq accepting compliance plan or granting extension

Insights

Corporate Governance & Compliance Analyst

This delisting notice represents a serious red flag for investors, particularly concerning Fenbo Holdings' corporate governance practices. The failure to hold a timely annual shareholder meeting isn't merely a technical violation - it's a fundamental breach of shareholder rights and transparency obligations that could have cascading effects:

• While the company has 45 days to submit a compliance plan, historically, companies receiving such notices face increased scrutiny from institutional investors, potentially leading to reduced liquidity and wider bid-ask spreads
• The timing is particularly problematic as it coincides with broader market concerns about overseas listings and corporate governance standards
• As an OEM manufacturer for Spectrum Brands, this governance issue could potentially strain their relationship with their primary customer, adding business risk to compliance concerns

Looking at similar cases, companies that successfully regained compliance typically demonstrated strong commitment through immediate corrective actions and transparent communication. However, Fenbo's statement lacks specific details about their compliance plan or timeline for the annual meeting, which is concerning.

The Chairman's statement about being "cognizant of the value" of the Nasdaq listing appears reactive rather than proactive, suggesting possible underlying organizational issues. For investors, this situation demands heightened vigilance, as non-compliance with basic listing requirements often precedes more serious operational or financial challenges.

Hong Kong, Jan. 28, 2025 (GLOBE NEWSWIRE) -- Fenbo Holdings Limited (NASDAQ: FEBO) (the “Company” or “Fenbo”), an established original equipment manufacturer (OEM) for Spectrum Brands, a global home essentials company, producing electrical hair styling products under the “Remington” brand, announced that the Company received a letter on January 16, 2025 (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter notified the Company that it is not in compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end (the “Annual Meeting Requirement”), because the Company did not hold an annual meeting of shareholders within twelve months of its fiscal year end December 31, 2023. The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has 45 calendar days, or until March 3, 2025 to submit a plan to regain compliance with the Annual Meeting Requirement.

The Determination Letter stated:

“Based on our records, your Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end and therefore no longer complies with our listing Rules (the “Rules”) for continued listing. Under our Rule, the Company now has 45 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 days from the fiscal year end, or until June 30, 2025, to regain compliance….”

The Company is preparing for an annual meeting for its shareholders and expects to regain compliance with the Annual Meeting Requirement thereafter. As it will take some time to organize an annual meeting, the Company intends to submit a plan to regain compliance with Annual Meeting Requirement. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Company’s fiscal year end, or until June 30, 2025, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that should Nasdaq accept the Company’s plan, the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Nasdaq Listing Rule 5815(a). If the Company fails to regain compliance with Nasdaq’s Listing Rules (including, to the extent granted by Nasdaq, any applicable extensions of time), the securities of the Company will be subject to delisting on The Nasdaq Stock Market.

“We are cognizant of the value to our shareholders of the listing of our shares on Nasdaq given the liquidity and pricing efficiency that the exchange provides. We pledge our best efforts towards improved performance, which we believe will allow us to meet the continued listing standards,” stated Mr. Huang Hongwu, the Chairman and CEO of this Company.

About Fenbo Holdings Limited

Headquartered Hong Kong and through its operating subsidiaries in Hong Kong and Guangdong Province, Fenbo represents over 30 years of experience producing personal care electric appliances (principally electrical hair styling products) and toy products to overseas markets. Since 2006, the Company has also served as an OEM for Spectrum Brands, a global home essentials company, and its sole customer, producing electrical hair styling products, under the “Remington” brand which Spectrum Brands has the right of the use of, and which it currently sells to Europe, the United States and Latin America. For more information, please visit: http://www.fenbo.com.

Forward-Looking Statement

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Investor Relations
Fenbo Holdings Limited
+852 2343 3328 

FAQ

Why did Fenbo Holdings (FEBO) receive a delisting notice from Nasdaq in January 2025?

Fenbo Holdings received a delisting notice because it failed to hold an annual shareholders meeting within twelve months of its fiscal year end December 31, 2023, violating Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

What is the deadline for Fenbo Holdings (FEBO) to submit its compliance plan to Nasdaq?

Fenbo Holdings must submit its compliance plan to Nasdaq by March 3, 2025, which is 45 calendar days from receiving the Determination Letter.

What is the maximum extension period Nasdaq could grant FEBO to regain compliance?

If Nasdaq accepts Fenbo's compliance plan, they can grant an extension of up to 180 calendar days from the fiscal year end, until June 30, 2025.

What happens if Nasdaq rejects FEBO's compliance plan?

If Nasdaq rejects the compliance plan, Fenbo will have the opportunity to appeal that decision to a Hearing Panel under Nasdaq Listing Rule 5815(a). If unsuccessful, the company's securities will be subject to delisting.