Exhibit 99.1
Stanley Higgins
Director
Listing Qualifications
The Nasdaq Stock Market LLC
+1 301 978 8041
By Electronic Delivery to: williamxin@chldinc.com
October 27, 2008
Mr. William Xin
Chief Financial Officer
China Housing & Land Development, Inc.
6 Youyi Dong Lu, Han Yuan 4 Lou
Xi'An, Shaanxi Province
China 710054
Re: China Housing & Land Development, Inc. (the "Company")
Nasdaq Symbol: CHLN
Dear Mr. Xin:
On October 10, 2008, the Company notified Staff that due to the resignation of
Mr. Edward Meng the Company no longer complies with Nasdaq's independent
director and audit committee requirements as set forth in Marketplace Rule 4350.
However, consistent with Marketplace Rules 4350(c)(1) and 4350(d)(4), Nasdaq
will provide the Company a cure period in order to regain compliance as follows:
o until the earlier of the Company's next annual shareholders' meeting
or October 10, 2009; or
o if the next annual shareholders' meeting is held before April 8, 2009,
then the Company must evidence compliance no later than April 8, 2009.
The Company must submit to Nasdaq documentation, including biographies of any
new directors, evidencing compliance with the rules no later than this date. In
the event the Company does not regain compliance by this date, Nasdaq rules
require Staff to provide written notification to the Company that its securities
will be delisted. At that time, the Company may appeal the delisting
determination to a Listing Qualifications Panel.
Marketplace Rule 4803(a) requires that the Company, as promptly as possible but
no later than four business days from the receipt of this letter, make a public
announcement through the news media which discloses receipt of this letter and
the Nasdaq rules upon which it is based.(1) The Company must provide a copy of
this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications
Department, and the Listing Qualifications Hearings Department (the "Hearings
Department") at least 10 minutes prior to its public dissemination.(2) For your
convenience, we have enclosed a list of news services.(3)
In the event the Company does not make the required public announcement, trading
in your securities will be halted.
In addition, an indicator will be broadcast over Nasdaq's market data
dissemination network noting the Company's non-compliance. The indicator will be
displayed with quotation information related to the Company's securities on
Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data
information. Also, a list of all non-compliant Nasdaq companies and the
reason(s) for such non-compliance is posted on our website at www.nasdaq.com.
The Company will be included in this list commencing five business days from the
date of this letter.
If you have any questions, please contact Wayne Bush, Lead Analyst, at +1 301
978 8034.
Sincerely,
___________________
(1) We also note that Item 3.01 of Form 8-K requires disclosure of the receipt
of this notification within four business days. See, SEC Release No. 34-49424.
(2) The notice should be submitted to Nasdaq's MarketWatch Department through
the Electronic Disclosure service available at www.NASDAQ.net. The facsimile
numbers for Nasdaq's Listing Qualifications and Hearings Departments are +1 301
978 4028 and +1 301 978 8080, respectively.
(3) The Company must ensure that the full text of the required announcement is
disseminated publicly. The Company has not satisfied this requirement if the
announcement is published as a headline only or if the news service determines
not to publish the full text of the story. Nasdaq cannot render advice to the
Company with respect to the format or content of the public announcement. The
following is provided only as a guide that should be modified following
consultation with securities counsel: the Company received a Nasdaq Staff
Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating
that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID
PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued
listing set forth in Marketplace Rule(s)
DIRECTORY OF NEWS SERVICES
News Media Outlets*
*The use of any of these services will satisfy NASDAQ's listing rules that
require the disclosure of specific information in a press release or public
announcement through the news media.
