Attached files
| file | filename |
|---|---|
| EX-32.1 - China Green Agriculture, Inc. | v206858_ex32-1.htm |
| EX-31.1 - China Green Agriculture, Inc. | v206858_ex31-1.htm |
| EX-31.2 - China Green Agriculture, Inc. | v206858_ex31-2.htm |
| EX-10.2 - China Green Agriculture, Inc. | v206858_ex10-2.htm |
| EX-10.1 - China Green Agriculture, Inc. | v206858_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K/A
(Amendment
No. 1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended June 30, 2009
or
¨ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _____________
Commission
file number: 001-34260
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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36-3526027
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification No.)
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3rd Floor, Borough A, Block
A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China
710065
(Address
of Principal Executive Offices, Including Zip Code)
Registrant’s
telephone number: +86-29-88266368
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
|
|
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Common
Stock, $0.001 Par Value Per Share
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NYSE
Amex
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Securities
registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such report(s)), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
|
Large
accelerated filer
o
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Accelerated
filer o
|
|
Non-accelerated
filer
o
Do
not check if a smaller reporting company
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Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter: $20,902,260.54 as of
December 31, 2008, based on the average bid and asked price ($2.67) of the
Company’s common stock on such date as reported by the Over-the-Counter Bulletin
Board.
The number of outstanding shares of the
registrant’s common stock on September 3, 2009 was 22,681,425.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive Proxy Statement for the 2009 Annual Meeting of
Stockholders, which the registrant plans to file with the Securities and
Exchange Commission within 120 days after June 30, 2009 are incorporated by
reference in Part III of this Form 10-K to the extent described
herein.
Explanatory
Note
China Green Agriculture, Inc. (the
“Company”, “we”, “us”, or “our” is filing this Amendment No. 1 on Form 10-K/A
(this “Amendment”) to supplement the disclosure regarding certain relationships
and related transactions in Item 13 of Part III of its Annual Report on Form
10-K for the year ended June 30, 2009 filed with the Securities and Exchange
Commission (the “Commission”) on September 17, 2009 (the “Form 10’K”) (as
incorporated by reference to the Company’s Notice and Proxy Statement for the
2009 Annual Meeting of Stockholders (the “Proxy Statement”), as filed with the
Commission on October 28, 2009). No other changes have been made to
the Form 10-K. This Amendment does not reflect events occurring after
the filing of the Form 10-K or Proxy Statement, does not update disclosures
contained in the Form 10-K or Proxy Statement, and does not modify or amend the
Form 10-K or Proxy Statement except as specifically described in this
explanatory note. Accordingly, this Amendment should be read in conjunction with
our Form 10-K, the Proxy Statement, our other filings made with the Commission
subsequent to the filing of the Form 10-K, including any amendments to those
filings.
Pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, this Amendment contains the
complete text of Item 13 and currently dated certifications of our Chief
Executive Officer and Chief Financial Officer.
PART
III
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
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Certain
Relationships and Related Transactions
On June 19, 2008, Shaanxi TechTeam
Jinong Humic Acid Product Co., Ltd., our wholly-owned subsidiary (“Jinong”),
signed an agreement with Xi’an Kingtone Information Technology Co., Ltd., a PRC
company (“Kingtone Information”), pursuant to which Kingtone Information
produced certain fertilizer processing equipment for Jinong. Mr. Tao
Li, our Chairman, President and Chief Executive Officer, is a principal
shareholder and the Chairman of Kingtone Information. Kintone
Information is now an indirect contractually-controlled subsidiary of Kingtone
Wirelessinfo Solution Holding, Ltd (KONE), a publicly traded company
(“Kingtone”). Mr. Li beneficially owns a controlling interest in
Kingtone and serves as Kingtone’s Chairman. The total contracted
value of this agreement, including value-added taxes and other taxes, was RMB 4
million, or approximately $586,000. The project was performed from May 2009 to
June 2009. Pursuant to the agreement, Kingtone Information provided certain
services including designing, manufacturing, installing and adjusting the
production facilities for Jinong’s compound fertilizer for drip irrigation.
Kingtone Information was also responsible for debugging the system and training
Jinong employees to operate the production line. The agreement required Kingtone
Information to complete the project within 25 days unless there were causes for
delay beyond its control. The agreement sets forth an eighteen month warranty
period during which Jinong is entitled to receive certain spare parts for the
facilities and to receive maintenance and repair services at no
cost.
On October 20, 2008, we entered into an
agreement with Kingtone Information with respect to the construction of the
phase II expansion of an integrated pipeline control project for Jinong. The
total contracted value, including VAT and other taxes, was RMB 5.2 million, or
approximately $760,000. The project was performed from December 2008 to June
2009. The term of the agreement is from the date of its signing until one year
after the operation of the subject project. Pursuant to the agreement, Kingtone
Information provided services in order to develop and install the automation
system solution for Jinong’s phase II production line and to upgrade the
automation system solution for its phase I production line. Work related to the
phase II production line included the development of automation system software,
setup of integrated automation management and control computer network to
realize relevant data collection, and automatic management and control of the
production process. Work related to the phase I production line included
upgrading the existing automation system so that phase I and phase II automation
systems become integrated into the same management and control system. In
addition to the wired automation system, Kingtone Information also developed and
installed a wireless system solution for Jinong. This wireless system solution
integrates into Jinong’s production automation system and the plant video
surveillance system.
Independence
of the Board of Directors
Our Board
of Directors during the fiscal year ended June 30, 2009 was composed of five (5)
members. Messrs. Yizhao Zhang, Barry Raeburn and Lianfu Liu qualified as
independent directors in accordance with the published listing requirements of
the NYSE Amex (formerly the American Stock Exchange). The NYSE Amex independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director nor any of his or her family members has engaged in various
types of business dealings with us. In addition, as further required by NYSE
Amex rules, our Board of Directors made an affirmative determination as to each
independent director that no relationship existed which, in the opinion of our
Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these determinations,
our directors reviewed and discussed information provided by the directors and
us with regard to each director’s business and personal activities as they may
relate to us and our management. Our directors hold office until their
successors have been elected and qualified or their earlier death, resignation
or removal.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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China
Green Agriculture, Inc.
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Date:
December 30, 2010
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By:
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/s/ Tao Li
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Tao
Li
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President
and CEO
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
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December
30, 2010
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/s/ Tao Li
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Tao
Li, Chairman of the Board of Directors, President and
CEO
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(principal
executive officer)
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December
30, 2010
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/s/ Ken Ren
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Ken
Ren, Chief Financial Officer
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(principal
financial officer and principal
accounting
officer)
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December
30, 2010
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/s/ Yu Hao
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Yu
Hao, Director
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December
30, 2010
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/s/ Lianfu Liu
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Lianfu
Liu, Director
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December
30, 2010
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/s/ Yizhao Zhang
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Yizhao
Zhang, Director
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December
__, 2010
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Robert
B. Fields, Director
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China
Green Agriculture, Inc.
Exhibit
Index to Amendment No. 1 to Annual Report on Form 10-K
For
the Year Ended June 30, 2009
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No.
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Description
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10.1
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English
translation of Processing Contract for the Complete Equipment Installation
of Drip Fertilizer dated June 19, 2008 between Xi’an Kingtone Information
Technology Co., Ltd. and Shaanxi Techteam Jinong Humic Acid,
Ltd.
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10.2
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English
translation of Contract for Integrated & Wireless Pipeline Control
System of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd dated
October 20, 2008 between Xi’an Kingtone Information Technology Co., Ltd.
and Shaanxi Techteam Jinong Humic Acid, Ltd.
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31.1
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Certification
of Tao Li pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
of Ken Ren pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
of Tao Li and Ken Ren pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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