Attached files
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| EX-23.1 - RENMIN TIANLI GROUP, INC. | e614799_ex23-1.htm |
| EX-31.2 - RENMIN TIANLI GROUP, INC. | e614799_ex31-2.htm |
| EX-32.2 - RENMIN TIANLI GROUP, INC. | e614799_ex32-2.htm |
| EX-32.1 - RENMIN TIANLI GROUP, INC. | e614799_ex32-1.htm |
| EX-31.1 - RENMIN TIANLI GROUP, INC. | e614799_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 001-34799
AOXIN TIANLI GROUP, INC.
(Exact name of registrant as specified in its charter)
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British Virgin Islands
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N/A
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Suite K, 12th Floor, Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (+86) 27 8274 0726
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 shares, $0.001 par value
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Nasdaq Capital Market
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Securities registered pursuant to section 12(g) of the Act:
(Title of class): None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o 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 o
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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) 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 o
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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2015, the aggregate market value of the outstanding shares of the registrant's common stock held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was $11,089,440, based upon a closing price of $1.36 per common share on June 30, 2015.
At March 14, 2016, the registrant had outstanding 33,183,000 common shares.
Documents incorporated by reference: Not Applicable.
Explanatory Note
This amendment is being filed to include as exhibit 23.1 the consent of our registered independent certified public accountant to the incorporation by reference to our consolidated financial statements for the fiscal years ended December 31, 2015 and 2014 in our registration statement on Form S-8 relating to our Share Incentive Plan.
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3.1
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Memorandum and Articles of Association (incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 28, 2014).
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4.1
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Specimen Share Certificate (incorporated by reference to exhibit 4.1 to Amendment No. 4 to the Company’s registration statement on Form S-1 (Registration No. 333- 165522) filed on June 30, 2010).
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4.2
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Form of Placement Agent Warrant (included in Exhibit. 10.1)
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10.1
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Form of Placement Agent Warrant Agreement (incorporated by reference to exhibit 10.1 to the Company’s registration statement on Form S-1 (Registration No. 333- 165522) filed on March 17, 2010 (the “2010 Registration Statement’), and declared effective as amended, on June 30, 2010).
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10.2
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English Translation of Entrusted Management Agreement for Fengze (incorporated by reference to exhibit 10.2 to the 2010 Registration Statement).
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10.3
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English Translation of Shareholder Voting Proxy Agreement for Fengze (incorporated by reference to exhibit 10.3 to the 2010 Registration Statement).)
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10.4
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English Translation of Pledge of Equity Interest Agreement for Fengze (incorporated by reference to exhibit 10.4 to the 2010 Registration Statement).
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10.5
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English Translation of Exclusive Option Agreement for Fengze (incorporated by reference to exhibit 10.5 to the 2010 Registration Statement).
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10.6
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Tianli Agritech, Inc. 2012 Share Incentive Plan (incorporated by reference to exhibit 10.26 to the Company’s Registration Statement on Form S-8 (Registration No. 333- 181860) filed on June 4, 2012)
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10.7
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Aoxin Tianli Group, Inc. 2014 Share Incentive Plan (incorporated by reference to exhibit 10.30 to the Company’s Registration Statement on Form S-8 (Registration No. 333- 201815) filed on February 2, 2015.)
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10.8
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Subscription Agreement with Wei Gong dated September 28, 2013 for the purchase of 2,760,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 24, 2013).
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10.9
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English Translation of Employment Agreement between the Registrant and Mr. Jun Wang (incorporated by reference to exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
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10.10
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English Translation of Land Lease Contract – Zhulin (incorporated by reference to exhibit 10.10 to the 2010 Registration Statement).
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10.11
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English Translation of Land Lease Contract – Fengze (incorporated by reference to exhibit 10.11 to the 2010 Registration Statement).
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10.12
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English Translation of Land Lease Contract – Jinmu (incorporated by reference to exhibit 10.12 to the 2010 Registration Statement).
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10.13
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English Translation of Side Agreement Related to Land Lease Contract – Jinmu (incorporated by reference to exhibit 10.13 to the 2010 Registration Statement).
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10.14
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English Translation of Land Lease Contract – Tianjian (incorporated by reference to exhibit 10.14 to the 2010 Registration Statement).
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10.15
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English Translation of Side Agreement Related to Land Lease Contract – Tianjin (incorporated by reference to exhibit 10.15 to the 2010 Registration Statement).
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10.16
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English Translation of Land Lease Contract – Nanyan (incorporated by reference to exhibit 10.16 to the 2010 Registration Statement).
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10.17
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English Translation of Side Agreement Related to Land Lease Contract – Nanyan (incorporated by reference to exhibit 10.17 to the 2010 Registration Statement).
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10.18
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English Translation of Land Lease Contract – Mingxiang (incorporated by reference to exhibit 10.18 to the 2010 Registration Statement).
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10.19
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English Translation of Side Agreement Related to Land Lease Contract – Mingxiang (incorporated by reference to exhibit 10.19 to the 2010 Registration Statement).
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10.20
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English Translation of Land Lease Contract – Huajian A & B (incorporated by reference to exhibit 10.20 to the 2010 Registration Statement).
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10.21
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English Translation of Side Agreement Related to Land Lease Contract – Huajian A & B (incorporated by reference to exhibit 10.12 to the 2010 Registration Statement).
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10.22
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English Translation of Feed Sale Agreements (incorporated by reference to exhibit 10.23 to the 2010 Registration Statement).
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10.23
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English Translation of Land Use Rights Transfer Agreement – Qingsonggang (incorporated by reference to exhibit 10.24 to the 2010 Registration Statement).
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10.24
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Summary of Terms of Demand Note with Hanying Li (incorporated by reference to Amendment No. 2 to the 2010 Registration Statement filed on June 1, 2010).
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10.25
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English translation of Marketing Consulting Agreement for Enshi Black Hogs (North China Area) dated June 28, 2012 (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2012).
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10.26
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English translation of Agreement of Contract Termination effective June 15, 2012 (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2012).
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10.27
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Subscription Agreement with Ping Wang dated March 24, 2014 for the purchase of 3,000,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 27, 2014).
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10.28
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Subscription Agreement with Ping Wang dated April 10, 2014 for the purchase of 2,600,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 11, 2014).
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10.29
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Subscription Agreement with Houliang Yu dated June 6, 2014 for the purchase of 1,600,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 18, 2014).
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10.30
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Stock Purchase Agreement dated July 15, 2014 for the acquisition of 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 18, 2014).
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10.31
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Subscription Agreement with Hubei Aoxin Science and Technology Group Co., Ltd. dated August 18, 2014 for the purchase of 3,000,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2014).
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10.32
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Stock Purchase Agreement dated August 26, 2014 for the acquisition of 95% equity interest in Wuhan Optical Valley Orange Technology Co., Ltd. (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2014).
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10.33
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Subscription agreement dated November 25, 2014 for the issuance and sale of a total of 4,600,000 common shares to Kai Xiao (1,500,000 shares), Wei Huang (1,500,000 shares), Yingjian Li (800,000 shares) and Ruinao Yang (800,000 shares) (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 2, 2014).
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10.34
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Director Retainer Agreement dated October 1, 2014 with Peter E. Gadkowski, including stock option grant (incorporated by reference to exhibit 10.34 to the Company’s Report on Form 10-K filed March 18, 2015).
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10.35
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Director Retainer Agreement dated October 1, 2014 with Zihui Mo, including stock option grant (incorporated by reference to exhibit 10.35 to the Company’s Report on Form 10-K filed March 18, 2015).
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10.36
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Director Retainer Agreement dated October 1, 2014 with Anthony S. Chan, including stock option grant (incorporated by reference to exhibit 10.36 to the Company’s Report on Form 10-K filed March 18, 2015).
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10.37
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Restricted Stock Award Agreement with Ping Wang dated February 3, 2015 (incorporated by reference to exhibit 10.37 to the Company’s Report on Form 10-K filed March 18, 2015).
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10.38
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Restricted Stock Award Agreement with Hanying Li dated February 3, 2015 (incorporated by reference to exhibit 10.38 to the Company’s Report on Form 10-K filed March 18, 2015).
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10.39
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Restricted Stock Award Agreement with Jung Wang dated February 3, 2015 (incorporated by reference to exhibit 10.39 to the Company’s Report on Form 10-K filed March 18, 2015).
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14.1
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Code of Business Conduct and Ethics (incorporated by reference to exhibit 14.1 to the 2010 Registration Statement).
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16.1
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Letter of RBSM LLP to the Commission (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 30, 2013).
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21.1*
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Subsidiaries of the Registrant
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23.1
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Consent of HHC
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Exchange Act
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31.2
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Exchange Act
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32.1
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Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation
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101.DEF*
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XBRL Taxonomy Extension Definition
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101.LAB*
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XBRL Taxonomy Extension Label
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101.PRE*
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XBRL Taxonomy Extension Presentation
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___________
*Previously filed on March 14, 2016 with the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AOXIN TIANLI GROUP, INC.
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Dated: March 16, 2016
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By:
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/s/ Hanying Li
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Hanying Li
Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ Houliang Yu
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Houliang Yu
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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