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2021-08-10 2021-08-10 iso4217:USD xbrli:shares iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 10, 2021
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
|
001-54191 |
|
33-1219070 |
(State
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
Room 3520, Block A, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe District
Guangzhou City, P.R.C.
|
|
510610 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (860)
20 22116293
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Emerging growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
ITEM 2.02
RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
On May 16, 2022, Sino Agro Food, Inc. (the “Company”) issued a
press release and related data sheets regarding the Company’s
quarterly report and financial results for its fiscal quarter ended
31st March 2022. A copy of the Company’s press release and related
data sheets are attached hereto as Exhibit 99.1.
The information contained in this Current Report shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”) or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.
ITEM 7.01
REGULATION
FD DISCLOSURE.
The Securities and Exchange Commission encourages registrants to
disclose forward-looking information so that investors can better
understand the future prospects of a registrant and make informed
investment decisions. This Current Report on Form 8-K and exhibits
may contain these types of statements, which are “forward -looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant*s judgment as of the date of this Current
Report on Form 8-K. Forward- looking statements may relate to,
among other things, operating results and are indicated by words or
phrases such as “expects,” “should,” “will,” and similar words or
phrases. These statements are subject to inherent uncertainties and
risks that could cause actual results to differ materially from
those anticipated at the date of this Current Report on Form 8-K.
Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
The information in this Current Report on Form 8-K furnished
pursuant to Items 7.01 and 9.01 shall not be deemed “filed” for the
purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that Section. This information shall not be
incorporated by reference into any registration statement pursuant
to the Securities Act. The furnishing of the information in this
Current Report on Form 8-K is not intended to, and does not,
constitute a representation that such furnishing is required by
Regulation FD or that the information contained in this Current
Report on Form 8-K constitutes material investor information that
is not otherwise publicly available.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(a). Financial summary
Sino Agro Food is filing its 10Q1 2022 report
The Company is quoted on the OTC Pink Sheet filing a Form8K on its
10Q1 2022 quarterly report on May 16.
Summary of the financials are listed as follows:
(I). |
In
the 12 months ended 31st March 2022, the Company’s revenues and
incomes are generated from the following businesses
activities: |
1. |
Leasing
of business activities |
2. |
Investments
in investees |
Whereas
1. |
Consolidated
revenues are generated from the leasing of following business
activities: |
● |
The
Organic fertilizer operation of HSA. |
● |
Cattle
farms operation of (MEIJI) & (JHMC) |
● |
Plantation
operation of (JHST) |
2. |
Unconsolidated
incomes are generated from the investments of following 2
investees: |
● |
45%
equity holding in SJAP |
● |
36.6%
equity holding in Tri-way |
B. |
A
summary of each business division and operations is described
below: |
(ii).Division (1) of leasing of operations:
● |
The
Organic fertilizer operation of HSA. |
The operation of Hunan Shenghua A Power Agriculture Co. Ltd.
(“HSA”) is in manufacturing and sales of organic fertilizer. From
1st October 2019 the Company contracted out its manufacturing and
sales of organic fertilizer to its operational management; as such
income of HSA is derived mainly from said leasing contract.
● |
The
plantation operation of (JHST) |
Plantation operation refers to the operations of Jiangmen City Heng
Sheng Tai Agriculture Development Co. Ltd. (“JHST”) in the HU
Plantation business where dragon fruit flowers (dried and fresh),
crops of vegetables and immortal vegetables (dried) are being grown
and sold to wholesale and retail markets. JHST’s financial
statements are consolidated into the financial statements of Macau
EIJI Company Ltd. (“MEIJI”) as one entity. From 1st October 2019
the Company contracted out its plantation operation to its
operational management; as such income of JHST is derived mainly
from said leasing contract.
● |
The
cattle farms operation of (MEIJI) & (JHMC) |
Cattle Farm Division refers to the operations of Cattle Farm 1
under Jiangmen City Hang Mei Cattle Farm Development Co. Ltd
(“JHMC”) where cattle are being grown, fatten and sold live to
third party livestock wholesalers who sell them mainly to Guangzhou
and Beijing livestock wholesale markets. The financial statements
of JHMC are consolidated into MEIJI as one entity along with
MEIJI’s operation in the consulting and service for development of
other cattle farms (e.g., Cattle Farm 2) or related projects. From
1st October 2019 the Company contracted out its cattle operation to
its operational management; as such incomes of JHMC are derived
mainly from said leasing contract.
The total leasing revenues and gross profits for fiscal year ended
31st March 2022 are $2,687,305 and $1,099,447 respectively
representing 100% of the Group’s total consolidated revenue and
gross profit comparing to fiscal year ended 31st March 2021 revenue
of $2,633,393 and gross profit of $1,077,390. The differences of
the two years revenues and gross profits are primarily due to the
appreciation of RMB averaging from 2021Q1’s US$1 = RMB 6.48 to
2022Q’s US$1=RMB6.35.
Whereas the general expenses and costs of the leasing contracts are
recorded in others and miscellaneous expenses consisting cost items
of maintenances, replacements, security, legal, services,
Government levies and taxes and the group’s corporate management of
the leasing contracts etc.
(II)..Division (2) of investments in equity investees
● |
45%
equity holding in SJAP |
SJAP became an investee of SIAF since 01102019 such that its
financial is not detailed in SIAF’s consolidated financials but
reported under investments in investees.
The Company’s Share of incomes from SJAP are $(32,609) and
US$(1,255,421) for the three months ended March 31, 2022and 2021
respectively.
36.6% equity holding in Tri-way
The Company’s Share of incomes from Tri-way is $(2,824,015) and
$(7,292,096) for the three months ended March 31, 2022 and 2021
respectively.
For full financial details and related description and information
please refer to the 10Q1 2022 report reported within this 8K..
(b). Appointment of independent director
Mr. Lau Fuk Kwan has joined the Company’s board of directors as an
independent direct or effective from 1st March 2022.
(c) Exhibits.
The following exhibits are furnished herewith:
Exhibit No.
99.1
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1034,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
SINO
AGRO FOOD, INC. |
|
|
|
Date:
May 16th 2022 |
|
|
|
|
|
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By: |
/s/
LEE YIP KUN SOLOMON |
|
|
Lee
Yip Kun Solomon |
|
|
Chairman
and Chief Executive |
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