Scully Royalty Ltd. Reports Change of Auditor

TL;DR

Scully Royalty Ltd. swapped auditors, Smythe LLP is out.

AI Summary

Scully Royalty Ltd. is reporting a change of auditor, with Smythe LLP being the former auditor. The company is a foreign private issuer based in Shanghai, China, and files reports under the 1934 Act. This filing is made for the month of December 2024.

Why It Matters

A change in auditor can signal potential concerns about financial reporting or internal controls, which could impact investor confidence.

Risk Assessment

Risk Level: medium — A change in auditor, especially without detailed explanation, can sometimes precede or indicate underlying financial issues.

Key Players & Entities

• Scully Royalty Ltd. (company) — Registrant
• Smythe LLP (company) — Former Auditor
• 001-04192 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — TO: THE HOLDERS OF COMMON SHARES OF US$0.001 PAR VALUE EACH OF SCULLY ROYALTY LTD.

Filing Documents

• tm2429997d1_6k.htm (6-K) — 376KB
• tm2429997d1_ex99-1.htm (EX-99.1) — 5KB
• tm2429997d1_6kimg001.jpg (GRAPHIC) — 3KB
• tm2429997d1_6kimg002.jpg (GRAPHIC) — 133KB
• tm2429997d1_6kimg003.jpg (GRAPHIC) — 227KB
• tm2429997d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2429997d1_ex99-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-126350.txt ( ) — 886KB

From the Filing

U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2024 Commission File No.: 001-04192 (Translation of Registrant’s name into English) Room 2103 Shanghai Mart Tower, 2299 Yan An Road West, Changning District, Shanghai China 200336 (Address of office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Change of Auditor Scully Royalty Ltd. (the “Company”) is furnishing this current report on Form 6-K to report that Smythe LLP (the “Former Auditors”) resigned as the Company’s auditor effective December 5, 2024 at the request of the Company and that the Company has appointed AOGB CPA Limited (the “Successor Auditors”) as successor auditor of the Company effective December 5, 2024 and for the fiscal year ending December 31, 2024. 1. the resignation of the Former Auditors and the appointment of the Successor Auditors have been considered and approved by the Company’s audit committee and board of directors; 2. the Former Auditors’ reports on any of the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 or 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles; 3. during the Company’s fiscal years ended December 31, 2023 and 2022 and through the subsequent interim period on or prior to the resignation of the Former Auditors, there were no disagreements between the Company and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Former Auditors, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and 4. during the Company’s fiscal years ended December 31, 2023 and 2022 and through the subsequent interim period on or prior to the resignation of the Former Auditors no reportable events as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F have occurred. The Company provided the Former Auditors with a copy of this Form 6-K and requested that the Former Auditors provide the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of the Former Auditors’ letter is furnished as Exhibit 99.1 to this Form 6-K. During the Company’s most recent two fiscal years and through the subsequent interim period on or prior to the appointment of the Successor Auditors, neither the Company nor anyone on its behalf has consulted with the Successor Auditors on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F. The Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F for the year ending December 31, 2024 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 99.1 by reference into its Form 20-F to the extent necessary to satisfy such reporting obligations. SCULLY ROYALTY LTD. PROXY STATEMENT for the Annual General Meeting of Shareholders of SCULLY ROYALTY LTD. to be held on December 27, 2024 November 29, 2024 These materials are important and require your immediate attention. They require shareholders of Scully Royalty Ltd. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to voting your shares, please contact Scully Royalty Ltd. SCULLY ROYALTY LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 27, 2024 TO: THE HOLDERS OF COMMON SHARES OF US$0.001 PAR VALUE EACH OF SCULLY ROYALTY LTD. NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of shareholders of Scully Royalty Ltd., a corporation existing under the laws of the Cayman Islands (the “ Company ”), will be held at Unit 803, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong, SAR China on Friday, December 27, 2024 at 8:00 a.m. (Hong Kong time), for the following purposes: 1. to elect the board of directors of the Co

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View this 6-K filing on SEC EDGAR