Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - Asia Green Agriculture Corp | exhibit23-1.htm |
EX-31.2 - EXHIBIT 31.2 - Asia Green Agriculture Corp | exhibit31-2.htm |
EX-31.1 - EXHIBIT 31.1 - Asia Green Agriculture Corp | exhibit31-1.htm |
EX-32.1 - EXHIBIT 32.1 - Asia Green Agriculture Corp | exhibit32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A
(Amendment No.
1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to_________
Commission File No. 000-53343
ASIA GREEN AGRICULTURE
CORPORATION
(Exact name of registrant as specified in its
charter)
Nevada | 26-2809270 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Shuinan Industrial Area, Songxi County, | |
Fujian Province 353500, China | 353500 |
(Address of principal executive offices) | (Zip Code) |
(+86) 0599-2335520
Registrant's telephone
number
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class | Name of Each Exchange on Which |
None | Registered |
None |
Securities registered pursuant to Section 12(g) of the
Exchange Act:
Common Stock, Par Value $0.001 per Share
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 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 reports), 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 during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes [X] 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 registrants 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.
[X]
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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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
(Do not check if a smaller company) |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The aggregate market value of the shares of common stock held by non-affiliates of the registrant (based upon the $0.81 closing price of the common stock as of the last business day of the registrant's most recently completed second fiscal quarter as reported on the OTC Bulletin Board), was approximately $8.4 million. Shares of common stock held by each executive officer and director and by each person who owned 10% or more of the outstanding common stock have been excluded from the calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 27, 2013, there were 36,823,626 shares of the registrant's common stock outstanding. The common stock is the registrant's only class of stock currently outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after registrant's fiscal year ended December 31, 2012 are incorporated by reference into Part III of this report.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on March 29, 2013 (the Original Filing), for the sole purposes of (1) filing a new Exhibit 23.1 to conform the date of the independent auditor’s consent to the date of the Original Filing, and (2) adding the Exhibits related to the XBRL filing to the Exhibit Index. Additionally, the certifications pursuant to both Section 302 and 906 of the Sarbanes-Oxley Act of 2002 included in the Original Filing have been updated to reflect the filing date of this Amendment.
Except for the aforementioned amended information, this Amendment does not amend or update any information contained in the Original Filing, and we have not updated the disclosures contained therein to reflect events that occurred at any subsequent date.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(3) Exhibits
Exhibit | |||
No. | Document Description | Incorporation by Reference | |
3.1 | Amended and Restated Articles of Incorporation of Asia Green Agriculture Corporation. | Filed as Exhibit 3.1 to the registrants Form S-1/A filed on March 22, 2011 | |
3.2 | Bylaws of SMSA Palestine Acquisition Corp. | Filed as Exhibit 3.5 to the registrants Form 10-12G filed on February 12, 2009 | |
4.1 | Lock Up Agreement, dated August 20, 2010. | Filed as Exhibit 4.1 to the registrants Form 8-K filed on August 25, 2010 | |
4.2 | Form of Warrant Agreement, dated August 20, 2010. | Filed as Exhibit 4.2 to the registrants Form 8-K filed on August 25, 2010 | |
10.1+ | 2010 Stock Incentive Plan. | Filed as Exhibit 4.5 to the registrants Form S-8 filed on February 18, 2011 | |
10.2+ | Employment Agreement dated November 10, 2010 between the Company and Mr. Zhan Youdai | Filed as Exhibit 10.1 to the registrants Form 8-K filed on November 18, 2012. | |
10.3+ | Employment Agreement dated September 21, 2012 between the Company and Mr. Chin Hon Siang Alex | Filed as Exhibit 10.1 to the registrants Form 10-K filed on November 14, 2012. | |
10.4 | English Translation of Contract on Transfer of State-Owned Land for the Companys corporate headquarters | Filed as Exhibit 10.36 to the registrants Form 10-Q filed on November 15, 2010 |
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14 | Code of Conduct and Ethics | Filed as Exhibit 14 to the registrants Form 10-K filed on March 31, 2011. | |
21 | List of Subsidiaries. | Filed as Exhibit 21 to the registrants Form 10-K filed on March 31, 2011. | |
23.1 | Consent of PKF Hong Kong, Certified Public Accountants. | Filed herewith. | |
24 | Power of Attorney. | Incorporated from signature page to the registrants Form 10-K filed on March 29, 2013. | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C, Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |
101.INS | XBRL Instance Document | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. | |
101.SCH | XBRL Taxonomy Extension Schema | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Incorporated by reference to the registrant's Annual Report on Form 10-K filed on March 29, 2013. |
+ Denotes management contract.
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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.
Asia Green Agriculture Corporation | |
(Registrant) | |
Date: April 1, 2013 | /s/ Zhan Youdai |
By: Zhan Youdai | |
Title : Chief Executive Officer |
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