Notification That Annual Report Will Be Submitted Late (nt 10-k)
May 15 2020 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(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
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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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.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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x
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(b)
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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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
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.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Lee Yip Kun Solomon
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86
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20 22057860
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(Name)
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(Area Code)
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(Telephone Number)
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(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.
SINO AGRO FOOD, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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SINO AGRO FOOD, INC.
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Date: May 15, 2020
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By :
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/s/ Lee Yip Kun Solomon
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Lee Yip Kun, Solomon,
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Chief Executive Officer
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