Washington, D.C. 20549


FORM 12b-25




(Check one): x Form 10-K  ¨  Form 20-F   ¨ Form 11-K  ¨  Form 10-Q  ¨ Form 10-D  ¨ Form N-SAR   ¨ Form N-CSR


For Period Ended: December 31, 2019


¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR


For the Transition Period Ended:______________________________________________________________



Read Instruction (on back page) Before Preparing Form. Please Print or Type.


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:






Sino Agro Food, Inc.


Full Name of Registrant



Former Name if Applicable


Room 3520, Block A, China Shine Plaza, No. 9 Lin He Xi Road, Tianhe District


Address of Principal Executive Office (Street and Number)


Guangzhou City, P.R. C. 510610


City, State and Zip Code







PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


The Company has encountered a delay in assembling the information, in particular its financial statements for the year ended  December 31, 2019, required to be included in its December 31, 2019 Form 10-K Annual Report (the “Report”). In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities resulting in limited support from its staff and professional advisors. The Company previously filed under the U.S. Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) to delay the filing of the Report due to the circumstances related to COVID-19. Pursuant to the Order, the Report was due on May 14, 2020. The Company expects to file the Report within 15 calendar days of the prescribed due date and if it does not, undertakes to file the Report as soon as is reasonably practicable.




(1) Name and telephone number of person to contact in regard to this notification


Lee Yip Kun Solomon 86 20 22057860  
 (Name) (Area Code) (Telephone Number)  


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). 

Yes ¨  No ¨


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes  ¨  No ¨


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


It is anticipated that there will be a loss of US$ 12.1 million in results of operations from the corresponding period for the last fiscal year, due primarily to the reorganization of the Company’s segmental operations, the disposals of and impairment losses from part of the current and non-current assets and the related adjustments to part of the current and non-current liabilities of the Company’s subsidiaries including SJAP, JHST, HSA and JHMC. Further details will be set forth in the financial statements for the fiscal year ended December 31, 2019.










(Name of Registrant as Specified in Charter)



has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:   May 15, 2020 By :  /s/ Lee Yip Kun Solomon
    Lee Yip Kun, Solomon,
    Chief Executive Officer



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