原文標題：Super Micro Computer : Change in Certifying Accountants Form 8 K
原文連結：https://reurl.cc/4dxznY
發布時間：2024-10-30
原文內容：
On October 24, 2024, Ernst & Young LLP ("EY") sent the members of the Audit
Committee a letter of resignation as the Company's registered public
accounting firm (the "Resignation Letter").
The Chair of the Audit Committee discussed with EY the reasons for EY's
resignation. The Company has begun the process of identifying a successor
independent registered public accounting firm. The Company will authorize EY
to respond fully to the inquiries of the successor independent registered
public accounting firm, once selected. The Company does not currently expect
that resolution of any of the matters raised by EY, or under consideration by
the Special Committee, as noted below, will result in any restatements of its
quarterly reports for the fiscal year 2024 ending June 30, 2024, or for prior
fiscal years.
EY was engaged on March 15, 2023 to perform an audit for the Company's fiscal
year ending June 30, 2024, and has not issued any report on the Company's
financial statements or the Company's internal control over financial
reporting. EY resigned while conducting the audit for the Company's fiscal
year ended June 30, 2024, EY's first audit on the Company's behalf.
In late July 2024, EY communicated to the Audit Committee concerns about
several matters relating to governance, transparency and completeness of
communications to EY, and other matters pertaining to the Company's internal
control over financial reporting, and that the timely filing of the Company's
annual report was at significant risk. In response, the Board appointed an
independent special committee of the Board (the "Special Committee") to
review the matters and certain of the Company's internal controls and certain
governance procedures (the "Review"). The Special Committee engaged Cooley
LLP, and forensic accounting firm Secretariat Advisors, LLC to perform an
investigation on behalf of and at the direction of the Special Committee. EY
and the Board received updates with preliminary information relating to the
Review. As of the date of this Current Report on Form 8-K, the Review remains
ongoing and final findings and recommendations have not yet been communicated
to EY or the Board.
After receiving additional information through the Review process, EY
informed the Special Committee that the additional information EY received
raised questions, including about whether the Company demonstrates a
commitment to integrity and ethical values consistent with Principle 1 of the
COSO Framework, about the ability and willingness of the Audit Committee and
overall Board to demonstrate and act as an oversight body that is independent
of the CEO and other members of management in accordance with Principle 2 of
the COSO Framework, and whether EY could rely on representations from certain
members of management and from the Audit Committee. In the Resignation
Letter, EY stated, in part: "we are resigning due to information that has
recently come to our attention which has led us to no longer be able to rely
on management's and the Audit Committee's representations and to be unwilling
to be associated with the financial statements prepared by management, and
after concluding we can no longer provide the Audit Services in accordance
with applicable law or professional obligations."
Although the Company recognizes EY's decision is final, it disagrees with
EY's decision to resign as the Company's independent registered public
accounting firm - the Special Committee has not yet obtained all information
relevant for the Review and has not concluded the Review. Nevertheless, the
Company has taken the concerns expressed by EY seriously, and will carefully
consider the findings of the Special Committee and any remedial or other
actions recommended by the Special Committee following conclusion of the
Review.
Other than as described above, during the fiscal years ended June 30, 2024
and 2023, and the subsequent interim period preceding EY's resignation, (1)
there were no "disagreements," as defined in Item 304(a)(1)(iv) of Regulation
S-K, with EY on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which if not resolved to
EY's satisfaction to our knowledge would have caused it to make reference to
the subject matter thereof in connection with its report, and (2) there were
no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided EY with a copy of the disclosures required by Item
304(a) of Regulation S-K contained in Item 4.01 of this Current Report on
Form 8-K and has requested that EY furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the Company's statements made in response to those requirements and, if
not, stating the respects in which it does not agree. A copy of EY's letter,
dated October 29, 2024, is filed as Exhibit 16.1 to this Current Report on
Form 8-K.
Forward Looking Statements
The disclosure contained in this Current Report on Form 8-K contains
"forward-looking statements" within the meaning of federal securities laws.
These forward-looking statements include, but are not limited to, the
Company's expectations relating to impacts on its financial statements, the
recommendations of the Special Committee that result from the Review, and the
actions that the Board may take in response. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond the
Company's control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by
these forward-looking statements. Additional factors that could cause actual
events to differ materially from those projected or suggested in any
forward-looking statements are contained in the Company's filings with the
Securities and Exchange Commission, including those factors discussed
under the caption "Risk Factors" in such filings, particularly in the
Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2023.
心得/評論：
大意就是安永(EY)不再幫美超微背書財報
已於10/24辭去公司簽證會計師職務
消息一出 SMCI 盤前直接跳水-30%
又又又又要來一次？？？
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