x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SINO AGRO FOOD, INC. |
Nevada | | 33-1219070 |
(State of Other Jurisdiction of Incorporation or | | (I.R.S. Employer Identification Number) |
Organization) | | |
| | |
Room 3801, 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) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
| | Page |
PART I FINANCIAL INFORMATION | | |
Item 1. | Financial Statements | F-1 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Plan of Operations | 3 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 70 |
Item 4. | Controls and Procedures | 70 |
| | |
PART II OTHER INFORMATION | | |
Item 1. | Legal Proceedings | 70 |
Item 1A. | Risk Factors | 70 |
Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 70 |
Item 3. | Defaults Upon Senior Securities | 71 |
Item 4. | Mine Safety Disclosures | 71 |
Item 5. | Other Information | 71 |
Item 6. | Exhibits | 71 |
SIGNATURES | | 72 |
2 | ||
F - 1 | ||
| PAGE |
| |
CONSOLIDATED BALANCE SHEETS | F - 3 |
| |
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME | F - 4 |
| |
CONSOLIDATED STATEMENTS OF CASH FLOWS | F - 5 |
| |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F - 6 - F - 41 |
F - 2 | ||
| | September 30, 2013 | | December 31, 2012 | | ||
| | (Unaudited) | | (Audited) | | ||
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 9,588,415 | | $ | 8,424,265 | |
Accounts receivable, net of allowance for doubtful accounts | | | 59,690,624 | | | 52,948,350 | |
Inventories | | | 17,933,503 | | | 17,114,755 | |
Cost and estimated earnings in excess of billings on uncompleted contracts | | | 1,759,821 | | | 2,336,880 | |
Deposits and prepaid expenses | | | 84,856,620 | | | 47,308,857 | |
Other receivables | | | 9,617,650 | | | 5,954,248 | |
Total current assets | | | 183,446,633 | | | 134,087,355 | |
Property and equipment | | | | | | | |
Property and equipment, net of accumulated depreciation | | | 37,984,694 | | | 19,946,302 | |
Construction in progress | | | 41,579,898 | | | 24,492,510 | |
Land use rights, net of accumulated amortization | | | 56,253,797 | | | 55,733,246 | |
Total property and equipment | | | 135,818,389 | | | 100,172,058 | |
Other assets | | | | | | | |
Goodwill | | | 724,940 | | | 724,940 | |
Proprietary technologies, net of accumulated amortization | | | 7,813,958 | | | 8,114,624 | |
License rights | | | 1 | | | 1 | |
Total other assets | | | 8,538,899 | | | 8,839,565 | |
Total assets | | $ | 327,803,921 | | $ | 243,098,978 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable and accrued expenses | | $ | 8,231,077 | | $ | 5,762,643 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | 2,413,455 | | | 2,790,084 | |
Due to a director | | | 4,989,134 | | | 3,345,803 | |
Dividends payable | | | - | | | 951,308 | |
Other payables | | | 10,824,617 | | | 6,654,478 | |
Short term bank loan | | | 2,439,818 | | | 3,181,927 | |
| | | 28,898,101 | | | 22,686,243 | |
Non-current liabilities | | | | | | | |
Deferred dividends payable | | | 3,146,987 | | | 3,146,987 | |
Bonds payable | | | | | | - | |
Long term debts | | | 178,920 | | | 175,006 | |
| | | 3,325,907 | | | 3,321,993 | |
Commitments and contingencies | | | - | | | - | |
Stockholders' equity | | | | | | | |
Preferred stock: $0.001 par value | | | | | | | |
(10,000,000 shares authorized, 0 share issued and outstanding | | | | | | | |
as of September 30, 2013 and December 31, 2012, respectively) | | | | | | | |
Series A preferred stock: $0.001 par value | | | | | | | |
(100 shares designated, 100 shares issued and outstanding | | | | | | | |
as of September 30, 2013 and December 31, 2012, respectively) | | $ | - | | $ | - | |
Series B convertible preferred stock: $0.001 par value) | | | | | | | |
(10,000,000 shares designated, 7,000,000 and 10,000,000 shares issued and | | | | | | | |
outstanding) as of September 30, 2013 and December 31, 2012, respectively) | | | 7,000 | | | 10,000 | |
Series F Non-convertible preferred stock: $0.001 par value) | | | | | | | |
(1,000,000 shares designated, 0 shares issued and outstanding) | | | | | | | |
as of September 30, 2013 and December 31, 2012, respectively) | | | - | | | - | |
Common stock: $0.001 par value | | | | | | | |
(130,000,000 shares authorized, 128,563,766 and 100,004,850 shares issued | | | | | | | |
and oustanding as of September 30, 2013 and December 31, 2012, respectively) | | | 128,564 | | | 100,005 | |
Additional paid - in capital | | | 103,906,407 | | | 91,216,428 | |
Retained earnings | | | 153,326,794 | | | 103,864,308 | |
Accumulated other comprehensive income | | | 5,795,406 | | | 3,868,274 | |
Treasury stock | | | (1,250,000) | | | (1,250,000) | |
Total Sino Agro Food, Inc. and subsidiaries stockholders' equity | | | 261,914,171 | | | 197,809,015 | |
Non - controlling interest | | | 32,690,742 | | | 19,281,727 | |
Total stockholders' equity | | | 294,604,913 | | | 217,090,742 | |
Total liabilities and stockholders' equity | | $ | 326,828,921 | | $ | 243,098,978 | |
F - 3 | ||
| | Three | | Three | | Nine | | Nine | | ||||
| | months ended | | months ended | | months ended | | months ended | | ||||
| | September 30, 2013 | | September 30, 2012 | | September 30, 2013 | | September 30, 2012 | | ||||
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | ||||
| | | | | | | | | | | | | |
Revenue | | $ | 70,707,697 | | $ | 48,350,688 | | $ | 180,215,777 | | $ | 89,678,991 | |
Cost of goods sold | | | 44,584,572 | | | 22,597,854 | | | 113,179,388 | | | 42,354,317 | |
Gross profit | | | 26,123,125 | | | 25,752,834 | | | 67,036,389 | | | 47,324,674 | |
General and administrative expenses | | | (2,026,989) | | | (1,317,759) | | | (5,840,681) | | | (6,275,758) | |
Net income from operations | | | 24,096,136 | | | 24,435,075 | | | 61,195,708 | | | 41,048,916 | |
Other income | | | | | | | | | | | | | |
Government grant | | | 343,481 | | | 3,312 | | | 423,240 | | | 82,164 | |
Other income | | | 41,264 | | | 127,551 | | | 107,171 | | | 564,749 | |
Gain on extinguishment of debts | | | 160,997 | | | 641,831 | | | 1,212,010 | | | 1,459,343 | |
Interest expense | | | (286,376) | | | (5,630) | | | (398,386) | | | (5,630) | |
Net income | | | 259,366 | | | 767,064 | | | 1,344,035 | | | 2,100,626 | |
Net income before income taxes | | | 24,355,502 | | | 25,202,139 | | | 62,539,743 | | | 43,149,542 | |
Provision for income taxes | | | - | | | - | | | - | | | - | |
Net income | | | 24,355,502 | | | 25,202,139 | | | 62,539,743 | | | 43,149,542 | |
Less: Net (income) loss attributable to the non - controlling interest | | | (5,602,728) | | | (2,476,834) | | | (13,077,257) | | | (4,462,754) | |
Net income from continuing operations attributable to Sino Agro Food, Inc. and subsidiaries | | | 18,752,774 | | | 22,725,305 | | | 49,462,486 | | | 38,686,788 | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation gain | | | 822,349 | | | (545,616) | | | 2,258,890 | | | 1,095 | |
Comprehensive income | | | 19,575,123 | | | 22,179,689 | | | 51,721,376 | | | 38,687,883 | |
Less: other comprehensive (income) loss attributable to the non - controlling interest | | | (165,987) | | | 186,885 | | | (331,758) | | | 55,675 | |
Comprehensive income attributable to Sino Agro Food, Inc. and subsidiaries | | $ | 19,409,136 | | $ | 22,366,574 | | $ | 51,389,618 | | $ | 38,743,558 | |
Dividend | | $ | - | | $ | 3,125,661 | | $ | - | | $ | 3,125,661 | |
Earnings per share attributable to Sino Agro Food, Inc. and subsidiaries common stockholders: | | | | | | | | | | | | | |
Basic | | $ | 0.15 | | $ | 0.27 | | $ | 0.43 | | $ | 0.51 | |
Diluted | | $ | 0.15 | | $ | 0.25 | | $ | 0.40 | | $ | 0.47 | |
Weighted average number of shares outstanding: | | | | | | | | | | | | | |
Basic | | | 122,057,655 | | | 84,475,977 | | | 115,580,104 | | | 75,676,204 | |
Diluted | | | 129,057,655 | | | 91,475,977 | | | 123,525,159 | | | 82,676,204 | |
F - 4 | ||
| | Nine months ended | | Nine months ended | | ||
| | September 30, 2013 | | September 30, 2012 | | ||
| | (Unaudited) | | (Unaudited) | | ||
Cash flows from operating activities | | | | | | | |
Net income | | $ | 62,539,743 | | $ | 38,686,788 | |
Adjustments to reconcile net income to net cash from operations: | | | | | | | |
Depreciation | | | 995,408 | | | 320,519 | |
Amortization | | | 1,469,457 | | | 1,826,424 | |
Common stock issued for services | | | 271,800 | | | 2,139,057 | |
Gain on extinguishment of debts | | | (1,212,010) | | | (1,459,343) | |
Other amortized expenses | | | 14,152 | | | - | |
Changes in operating assets and liabilities: | | | | | | | |
Increase in inventories | | | (818,748) | | | (7,458,736) | |
Decrease (increase) in cost and estimated earnings in excess of billings on uncompleted contacts | | | 577,059 | | | (1,973,803) | |
Increase in accounts receivable | | | (6,742,274) | | | (26,411,798) | |
Increase in deposits and prepaid expenses | | | (37,090,703) | | | (18,172,533) | |
(Increase) decrease in other receivables | | | (3,623,402) | | | 1,755,926 | |
Increase in due to a director | | | 1,640,331 | | | 13,966,356 | |
Increase in accounts payable and accrued expenses | | | 2,468,434 | | | 852,493 | |
(Decrease) increase in billings in excess of costs and estimated earnings on uncompleted contracts | | | (376,629) | | | 3,236,306 | |
Decrease in amount due to related parties | | | - | | | (867,413) | |
Decrease in amount due from related parties | | | - | | | 3,000,000 | |
Increase in other payables | | | 17,952,791 | | | 850,877 | |
Net cash provided by operating activities | | | 38,065,409 | | | 10,291,120 | |
Cash flows from investing activities | | | | | | | |
Acquisition of property and equipment | | | (4,188,660) | | | (2,527,245) | |
Acquisition of proprietary technologies | | | - | | | (1,500,000) | |
Acquisition of land use rights | | | (489,904) | | | - | |
Business combination of a subsidiary | | | - | | | (2,499,184) | |
Payment for construction in progress | | | (31,494,031) | | | (2,317,082) | |
Net cash used in investing activities | | | (36,172,595) | | | (8,843,511) | |
Cash flows from financing activities | | | | | | | |
Short term bank loan raised | | | - | | | 1,577,038 | |
Short term bank loan repaid | | | (742,109) | | | | |
Non - controlling interest contribution | | | - | | | 2,993,186 | |
Net proceeds of bonds | | | 339,884 | | | - | |
Dividends paid | | | (951,308) | | | (134,631) | |
Net cash (used in) provided by financing activities | | | (1,353,533) | | | 4,435,593 | |
Effects on exchange rate changes on cash | | | 624,869 | | | (1,859,527) | |
Increase in cash and cash equivalents | | | 1,164,150 | | | 4,023,675 | |
Cash and cash equivalents, beginning of period | | | 8,424,265 | | | 1,387,908 | |
Cash and cash equivalents, end of period | | | 9,588,415 | | | 5,411,583 | |
Supplementary disclosures of cash flow information: | | | | | | | |
Cash paid for interest | | $ | 398,386 | | $ | 5,630 | |
Cash paid for income taxes | | | - | | | - | |
Non - cash transactions | | | | | | | |
Common stock issued for settlement of debts | | $ | 13,782,651 | | $ | 14,683,489 | |
Common stock issued for services and compensation | | $ | 133,744 | | $ | 357,870 | |
Disposal proceeds receivable of sales of subsidiaries, HYT and ZX | | $ | - | | $ | 2,386,233 | |
Transfer construction in progress to property, plant and equipment | | $ | 14,406,643 | | $ | 4,478,667 | |
Series B Convertible preferred shares cancelled | | $ | (3,000) | | $ | - | |
F - 5 | ||
1. | CORPORATE INFORMATION |
| (a) | Hang Yu Tai Investment Limited (“HYT”), a company incorporated in Macau, the owner of a 78% equity interest in ZhongXingNongMu Ltd (“ZX”), a company incorporated in the PRC; |
| | |
| (b) | Tri-way Industries Limited (“TRW”), a company incorporated in Hong Kong; |
| | |
| (c) | Macau Eiji Company Limited (“MEIJI”), a company incorporated in Macau, the owner of 75% equity interest in Enping City Juntang Town Hang Sing Tai Agriculture Co. Ltd. (“HST”), a PRC corporate Sino-Foreign joint venture. HST was dissolved in 2010. |
| • | Qinghai Province Sanjiang Group Company Limited (English translation) (“Qinghai Sanjiang”), a company owned by the PRC with major business activities in the agriculture industry; and |
| | |
| • | Guangzhou City Garwor Company Limited (English translation) (“Garwor”), a private limited company incorporated in the PRC, specializing in sales and marketing. |
F - 6 | ||
1. | CORPORATE INFORMATION (CONTINUED) |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2.1 | FISCAL YEAR |
F - 7 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.2 | REPORTING ENTITY |
Name of subsidiaries | | Place of incorporation | | Percentage of interest | | Principal activities |
| | | | | | |
Capital Award Inc. ("CA") | | Belize | | 100% (12.31.2012: 100%) directly | | Fishery development and holder of A-Power Technology master license. |
| | | | | | |
Capital Stage Inc. ("CS") | | Belize | | 100% (12.31.2012:100%) indirectly | | Dormant |
| | | | | | |
Capital Hero Inc. ("CH") | | Belize | | 100% (12.31.2012:100%) indirectly | | Dormant |
| | | | | | |
Tri-way Industries Limited ("TRW") | | Hong Kong, PRC | | 100% (12.31.2012: 100%) directly | | Investment holding, holder of enzyme technology master license for manufacturing of livestock feed and bio-organic fertilizer and has not commenced its planned business of fish farm operations. |
| | | | | | |
Macau Meiji Limited ("MEIJI") | | Macau, PRC | | 100% (12.31.2012: 100%) directly | | Investment holding, cattle farm development, beef cattle and beef trading |
| | | | | | |
A Power Agro Agriculture Development (Macau) Limited ("APWAM") | | Macau, PRC | | 100% (12.31.2012: 100%) directly | | Investment holding |
| | | | | | |
Jiang Men City Heng Sheng Tai Agriculture Development Co. Ltd ("JHST") | | PRC | | 75% (12.31.2012: 75%) directly | | Hylocereus Undatus Plantation ("HU Plantation"). |
| | | | | | |
Jiang Men City A Power Fishery Development Co., Limited ("JFD") | | PRC | | 75% (12.31.2012: 75%) indirectly | | Fish cultivation |
| | | | | | |
Jiang Men City Hang Mei Cattle Farm Development Co., Limited ("JHMC") | | PRC | | 75% (31.12.2012: 75%) indirectly | | Beef cattle cultivation |
| | | | | | |
Hunan Shenghua A Power Agriculture Co., Limited ("HSA") | | PRC | | 26% directly and 50% indirectly (12.31.2012: 26% directly and 50% indirectly) | | Manufacturing of organic fertilizer, livestock feed, and beef cattle and sheep cultivation, and plantation of crops and pastures |
| | | | | | |
Name of variable interest entity | | Place of incorporation | | Percentage of interest | | Principal activities |
| | | | | | |
Qinghai Sanjiang A Power Agriculture Co., Ltd ("SJAP") | | PRC | | 45% (12.31.2012: 45%) indirectly | | Manufacturing of organic fertilizer, livestock feed, and beef cattle and plantation of crops and pastures |
| | | | | | |
Name of unconsolidated equity investee | | Place of incorporation | | Percentage of interest | | Principal activities |
| | | | | | |
Enping City Bi Tao A Power Prawn Culture Development Co., Limited ("EBAPCD") (pending approval) | | PRC | | 25% (12.31.2012: 25% indirectly) | | Prawn cultivation |
F - 8 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.3 | BASIS OF PRESENTATION |
| 2.4 | BASIS OF CONSOLIDATION |
2.5 | BUSINESS COMBINATION |
2.6 | NON - CONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS |
| 2.7 | USE OF ESTIMATES |
F - 9 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| 2.8 | REVENUE RECOGNITION |
F - 10 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.9 | COST OF GOODS SOLD |
2.10 | SHIPPING AND HANDLING |
2.11 | ADVERTISING |
2.12 | FOREIGN CURRENCY TRANSLATION AND OTHER COMPREHENSIVE INCOME |
2.13 | CASH AND CASH EQUIVALENTS |
2.14 | ACCOUNTS RECEIVABLE |
F - 11 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.15 | INVENTORIES |
(a) | raw materials purchase cost on a weighted average basis; |
(b) | manufactured finished goods and work-in-progress cost of direct materials and labor and a proportion of manufacturing overhead based on normal operation capacity but excluding borrowing costs; and |
(c) | retail and wholesale merchandise finished goods purchase cost on a weighted average basis. |
2.16 | PROPERTY AND EQUIPMENT |
Plant and machinery | | 5 - 10 years | |
Structure and leasehold improvements | | 10 - 20 years | |
Mature seeds | | 20 years | |
Furniture and equipment | | 2.5 - 10 years | |
Motor vehicles | | 5 -10 years | |
2.17 | GOODWILL |
F - 12 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| 2.18 | PROPRIETARY TECHNOLOGIES |
2.19 | CONSTRUCTION IN PROGRESS |
2.20 | LAND USE RIGHTS |
2.21 | CORPORATE JOINT VENTURE |
F - 13 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.22 | VARIABLE INTEREST ENTITY |
(a) | equity-at-risk is not sufficient to support the entity's activities; |
(b) | as a group, the equity-at-risk holders cannot control the entity; or |
(c) | the economics do not coincide with the voting interest |
2.23 | TREASURY STOCK |
(a) | to meet additional stock needs for various reasons, including newly implemented stock option plans, stock for convertible bonds or convertible preferred stock, or a stock dividend. |
(b) | to make more shares available for acquisitions of other entities. |
| 2.24 | INCOME TAXES |
F - 14 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.24 | INCOME TAXES (CONTINUED) |
2.25 | POLITICAL AND BUSINESS RISK |
F - 15 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.26 | CONCENTRATION OF CREDIT RISK |
| | Three | | | | Three | | | Nine | | | Nine | | |||
| | months ended | | | months ended | | | months ended | | | months ended | | ||||
| | September 30, 2013 | | | September 30, 2012 | | | September 30, 2013 | | | September 30, 2012 | | ||||
| | | | | | | | | | | | | | | | |
Customer A | | | 17.99 | % | | | 30.37 | % | | | 17.21 | % | | | 29.16 | % |
Customer B | | | 13.95 | % | | | 19.85 | % | | | 16.76 | % | | | 23.64 | % |
Customer C | | | 0.00 | % | | | 13.17 | % | | | 8.41 | % | | | 11.16 | % |
Customer D | | | 11.38 | % | | | 11.04 | % | | | 8.24 | % | | | 8.26 | % |
Customer E | | | 7.29 | % | | | 6.23 | % | | | 3.80 | % | | | 8.79 | % |
| | | 50.61 | % | | | 80.66 | % | | | 54.42 | % | | | 81.01 | % |
| | | | Nine months ended September 30, 2013 | | | Amount | | ||
| | Segment | | Percentage of total revenue | | | $ | | ||
| | | | | | | | | | |
Customer A | | Fishery Development Division | | | 17.21 | % | | | 31,015,135 | |
Customer B | | Fishery Development and Corporate and others Division | | | 16.76 | % | | | 30,202,616 | |
| | | | | 33.97 | % | | | 61,217,751 | |
F - 16 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.26 | CONCENTRATION OF CREDIT RISK (CONTINUED) |
| | September 30, 2013 | | | December 31, 2012 | | ||
| | | | | | | | |
Customer A | | | 14.44 | % | | | 11.14 | % |
Customer B | | | 11.38 | % | | | 14.32 | % |
Customer C | | | 10.50 | % | | | 9.94 | % |
Customer D | | | 9.96 | % | | | 18.18 | % |
Customer E | | | 6.73 | % | | | 8.23 | % |
| | | 53.01 | % | | | 61.81 | % |
2.27 | IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS |
F - 17 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
2.28 | EARNINGS PER SHARE |
2.29 | ACCUMULATED OTHER COMPREHENSIVE INCOME |
2.30 | RETIREMENT BENEFIT COSTS |
2.31 | STOCK-BASED COMPENSATION |
F - 18 | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| 2.32 | FAIR value of financial INSTRUMENTS |
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
F - 19 | ||
2.33 | NEW ACCOUNTING PRONOUNCEMENTS |
F - 20 | ||
3. | SEGMENT INFORMATION |
| | For the three months ended September 30, 2013 | | ||||||||||||||||
| | Fishery Development Division (1) | | HU Plantation Division (2) | | Organic Fertilizer and Bread Grass Division (3) | | Cattle Farm Development Division (4) | | Corporate and others (5) | | Total | | ||||||
| | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 26,704,244 | | $ | 10,534,960 | | $ | 20,434,953 | | $ | 4,639,397 | | $ | 8,394,143 | | $ | 70,707,697 | |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 9,762,014 | | | 5,322,211 | | $ | 1,443,930 | | $ | 575,134 | | $ | 1,649,485 | | $ | 18,752,774 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 79,561,093 | | $ | 44,908,550 | | $ | 131,498,783 | | $ | 44,808,248 | | $ | 27,027,247 | | $ | 327,803,921 | |
| | For the three months ended September 30, 2012 | | ||||||||||||||||
| | Fishery Development Division | | HU Plantation Division | | Organic Fertilizer and Bread Grass Division | | Cattle Farm Development Division | | Corporate and others | | Total | | ||||||
| | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 27,088,699 | | $ | 7,236,186 | | $ | 5,496,650 | | $ | 8,529,153 | | $ | - | | $ | 48,350,688 | |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 11,830,875 | | $ | 4,320,995 | | $ | 1,267,065 | | $ | 5,154,959 | | $ | 151,411 | | $ | 22,725,305 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 25,975,865 | | $ | 31,370,316 | | $ | 73,208,017 | | $ | 19,847,979 | | $ | 67,335,029 | | $ | 217,737,206 | |
F - 21 | ||
3. | SEGMENT INFORMATION |
| | For the nine months ended September 30, 2013 | | ||||||||||||||||
| | Fishery Development Division | | HU Plantation Division | | Organic Fertilizer and Bread Grass Division | | Cattle Farm Development Division | | Corporate and others | | Total | | ||||||
| | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 68,826,877 | | $ | 14,089,946 | | $ | 52,259,230 | | $ | 19,423,115 | | $ | 25,616,609 | | $ | 180,215,777 | |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 20,815,367 | | | 7,533,778 | | $ | 10,786,509 | | $ | 3,945,015 | | $ | 6,381,817 | | $ | 49,462,486 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 79,561,093 | | $ | 44,908,550 | | $ | 131,498,783 | | $ | 44,808,248 | | $ | 27,027,247 | | $ | 327,803,921 | |
| | For the nine months ended September 30, 2012 | | ||||||||||||||||
| | Fishery Development Division | | HU Plantation Division | | Organic Fertilizer and Bread Grass Division | | Cattle Farm Development Division | | Corporate and others | | Total | | ||||||
| | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 53,983,072 | | $ | 9,318,049 | | $ | 15,125,291 | | $ | 11,252,579 | | $ | - | | $ | 89,678,991 | |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 25,423,347 | | $ | 5,411,573 | | $ | 2,302,083 | | $ | 6,341,554 | | $ | (791,769) | | $ | 38,686,788 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 25,975,865 | | $ | 31,370,316 | | $ | 73,208,017 | | $ | 19,847,979 | | $ | 67,335,029 | | $ | 217,737,206 | |
| (1) | Operated by Capital Award, Inc. and Jiangmen City A Power Fishery Development Co. Ltd. |
| (2) | Operated by Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. |
| (3) | Operated by Qinghai Sanjiang A Power Agriculture Co. Ltd, A Power Agro Agriculture Development (Macau)Limited and Hunan Shenghua A Power Agriculture Co., Limited. |
| (4) | Operated by Jiangmen City Hang Mei Cattle Farm Development Co. Ltd and Macau Meiji Limited. |
| (5) | Operated by Sino Agro Food, Inc. |
4. | DIVIDEND |
| | Three months | | Three months | | Nine months | | Nine months | | ||||||
| | ended | | ended | | ended | | ended | | ||||||
| | September 30, 2013 | | September 30, 2012 | | September 30, 2013 | | September 30, 2012 | | ||||||
| | | | | | | | | | | | | | | |
Dividend | | $ | | - | | $ | 3,125,661 | | $ | - | | $ | 3,125,661 | |
F - 22 | ||
5. | INCOME TAXES |
F - 23 | ||
5. | INCOME TAXES (CONTINUED) |
| | Three | | Three | | Nine | | Nine | | ||||
| | months ended | | months ended | | months ended | | months ended | | ||||
| | September 30, 2013 | | September 30, 2012 | | September 30, 2013 | | September 30, 2012 | | ||||
| | | | | | | | | | | | | |
Income tax provision | | | | | | | | | | | | | |
- SIAF | | $ | - | | $ | - | | $ | - | | $ | - | |
- CA, CS and CH | | | - | | | - | | | - | | | - | |
- TRW | | | - | | | - | | | - | | | - | |
- MEIJI and APWAM | | | - | | | - | | | - | | | - | |
- JHST, JFD, JHMC, HSA and SJAP | | | - | | | - | | | - | | | - | |
Deferred tax provision | | | - | | | - | | | - | | | - | |
| | $ | - | | $ | - | | $ | - | | $ | - | |
6. | CASH AND CASH EQUIVALENTS |
| | September 30, 2013 | | December 31, 2012 | |
| | | | | |
Cash and bank balances | | 9,588,415 | | 8,424,265 | |
7. | INVENTORIES |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Sleepy cods, prawns, eels and marble goble | | $ | 5,684,730 | | $ | 4,612,090 | |
Bread grass | | | 4,100,388 | | | 1,473,653 | |
Beef cattle | | | 1,037,967 | | | 2,569,659 | |
Organic fertilizer | | | 858,645 | | | 737,166 | |
Forage for cattle and consumable | | | 3,640,752 | | | 278,900 | |
Raw materials for bread grass and organic fertilizer | | | 1,198,784 | | | 6,765,536 | |
Raw material for harvested HU plantation | | | 692,908 | | | - | |
Harvested HU planation | | | 719,329 | | | - | |
Immature seeds | | | - | | | 677,751 | |
| | $ | 17,933,503 | | $ | 17,114,755 | |
F - 24 | ||
8. | DEPOSITS AND PREPAID EXPENSES |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Deposits for | | | | | | | |
- purchases of equipment | | $ | 1,025,161 | | $ | 318,192 | |
- acquisition of land use rights | | | 7,826,508 | | | 7,826,508 | |
- inventory purchases | | | 1,843,325 | | | 2,228,854 | |
- aquaculture contract | | | 4,719,101 | | | 7,062,600 | |
- building materials | | | 1,281,935 | | | 2,000,000 | |
- proprietary technologies | | | 4,404,210 | | | 2,254,839 | |
- construction in progress | | | 29,173,167 | | | 14,423,021 | |
Miscellaneous | | | 907,629 | | | 4,892,258 | |
Shares issued for employee compensation and overseas professional | | | 133,744 | | | 271,800 | |
Temporary deposits payments for acquring equity investments | | | 33,541,840 | | | 6,030,785 | |
| | | 84,856,620 | | | 47,308,857 | |
9. | ACCOUNTS RECEIVABLE |
| September 30, 2013 | | December 31, 2012 | | ||
| | | | | | |
0 - 30 days past due | $ | 30,916,835 | | $ | 10,813,981 | |
31 - 90 days past due | | 16,344,038 | | | 27,784,784 | |
91 - 120 days past due | | 5,233,809 | | | 6,866,842 | |
over 120 days and less than 1 year past due | | 7,195,942 | | | 7,482,743 | |
over 1 year past due | | - | | | - | |
| | 59,690,624 | | | 52,948,350 | |
10. | OTHER RECEIVABLES |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Cash advances paid as consideration to acquire investments | | $ | 5,542,586 | | $ | 4,657,728 | |
Advanced to employees | | | 461,893 | | | 166,722 | |
Advanced to suppliers | | | 3,327,138 | | | 205,088 | |
Miscellaneous | | | 286,033 | | | 924,710 | |
| | $ | 9,617,650 | | $ | 5,954,248 | |
F - 25 | ||
11. | PLANT AND EQUIPMENT |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Plant and machinery | | $ | 4,394,531 | | $ | 3,681,644 | |
Structure and leasehold improvements | | | 29,863,406 | | | 15,446,062 | |
Mature seeds | | | 5,347,229 | | | 1,369,626 | |
Furniture and equipment | | | 171,403 | | | 212,479 | |
Motor vehicles | | | 244,555 | | | 277,513 | |
| | | 40,021,124 | | | 20,987,324 | |
| | | | | | | |
Less: Accumulated depreciation | | | (2,036,430) | | | (1,041,022) | |
Net book value | | $ | 37,984,694 | | $ | 19,946,302 | |
12. | CONSTRUCTION IN PROGRESS |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Construction in progress | | | | | | | |
- Oven room for production of dried flowers | | $ | - | | $ | 828,905 | |
- Office, warehouse and organic fertilizer plant in HSA | | | 11,621,388 | | | 10,450,518 | |
- Organic fertilizer and bread grass production plant | | | | | | | |
and office building | | | 528,627 | | | 7,921,105 | |
- Rangeland for beef cattle and office building | | | 28,050,651 | | | 5,291,982 | |
- Pond in JFD | | | 1,379,232 | | | - | |
| | $ | 41,579,898 | | $ | 24,492,510 | |
F - 26 | ||
13. | LAND USE RIGHTS |
| | September 30, 2013 | | December 31,2012 | | ||
| | | | | | | |
Cost (Note) | | $ | 60,325,199 | | $ | 58,630,950 | |
Less: Accumulated amortisation | | | (4,071,402) | | | (2,897,704) | |
Net carrying amount | | $ | 56,253,797 | | $ | 55,733,246 | |
Fiscal year | | Expiry date | | Location | | Cost | | |
| | | | | | | | |
Balance at 1.1.2012 | | | | | | $ | 57,845,573 | |
2012 | | 2051 | | Xining city, Qinghai Province, PRC | | | 528,240 | |
| | Exchange adjustment | | | | | 257,137 | |
Balance at 12.31.2012 | | | | | | $ | 58,630,950 | |
2013 | | 2023 | | Enping City, Guangdong Province, PRC. | | | 489,904 | |
| | Exchange adjustment | | | | | 1,204,345 | |
Balance at 09.30.2013 | | | | | | $ | 60,325,199 | |
14. | PROPRIETARY TECHNOLOGIES |
| | September 30, 2013 | | December 31, 2012 | |
| | $ | | $ | |
| | | | | |
Cost | | 9,507,351 | | 9,512,258 | |
Less: Accumulated amortization | | (1,693,393) | | (1,397,634) | |
Net carrying amount | | 7,813,958 | | 8,114,624 | |
F - 27 | ||
15. | GOODWILL |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Goodwill from acquisition | | $ | 724,940 | | $ | 724,940 | |
Less: Accumulated impairment losses | | | - | | | - | |
Net carrying amount | | $ | 724,940 | | $ | 724,940 | |
16. | VARIABLE INTEREST ENTITY |
F - 28 | ||
17. | LICENSE RIGHTS |
18. | OTHER PAYABLES |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Due to third parties | | $ | 3,256,804 | | $ | 877,259 | |
Promissory notes issued to third parties | | | 2,950,414 | | | 3,352,394 | |
Convertible notes payable | | | - | | | 232,000 | |
Due to local government | | | 2,408,101 | | | 2,192,825 | |
Miscellaneous | | | 2,209,298 | | | - | |
| | $ | 10,824,617 | | $ | 6,654,478 | |
19. | CONSTRUCTION CONTRACT |
| (i) | Billings in excess of costs and estimated earnings on uncompleted contracts |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Billings | | $ | 11,012,232 | | $ | 9,810,427 | |
Less: Cost | | | (3,249,040) | | | (1,886,705) | |
Estimated earnings | | | (5,349,737) | | | (5,133,638) | |
Billing in excess of costs and estimated earnings on uncompleted contract | | $ | 2,413,455 | | $ | 2,790,084 | |
F - 29 | ||
19. | CONSTRUCTION CONTRACT (CONTINUED) |
| (ii) | Costs and estimated earnings in excess of billings on uncompleted contract |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Cost | | $ | 6,827,484 | | $ | 3,755,046 | |
Estimated earnings | | | 14,693,875 | | | 8,307,452 | |
Less: Billings | | | (19,761,538) | | | (9,725,618) | |
Costs and estimated earnings in excess of billings on uncompleted contract | | $ | 1,759,821 | | $ | 2,336,880 | |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
Billings | | $ | 30,773,770 | | $ | 19,536,045 | |
Less: Costs | | | (10,076,524) | | | (5,641,751) | |
Estimated earnings | | | (20,043,612) | | | (13,441,090) | |
Billing in excess of costs and estimated earnings on uncompleted contract | | $ | 653,634 | | $ | 453,204 | |
20. | BORROWINGS |
Name of bank | | Interest rate | | Term | | | September 30, 2013 | | | | December 31, 2012 |
| | | | | | | | | | | |
Agricultural Bank of China | | 6% | | August 8, 2013 - August 29, 2014 | | | | | | | |
Huangyuan County Branch, Xining , Qinghai Province, P.R.C. | | | | | | $ | 2,439,818 | ^* | | $ | 3,181,927 |
| ^ | personal and corporate guaranteed by third parties. |
| * | secured by land use rights with net carrying amount of $514,381. |
F - 30 | ||
20. | BORROWINGS (CONTINUED) |
Name of lender | | Interest rate | | Term | | | September 30, 2013 | | | December 31, 2012 | |
| | | | | | | | | | | |
Gan Guo Village Committee | | 12.22% | | June 2012 - June 2017 | | | | | | | |
Bo Huang Town Huangyuan County, Xining City, Qinghai Province, P.R.C. | | | | | | $ | 178,920 | | $ | 175,006 | |
21. | SHAREHOLDERS’ EQUITY |
| (i) | does not pay a dividend; |
| | |
| (ii) | votes together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of Series A Preferred Stock outstanding and as long as at least one of such shares of Series A Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80%, which is allocated to the outstanding shares of Series A Preferred Stock; and |
| | |
| (iii) | ranks senior to common stockholders, holders of Series B convertible preferred stockholders and any other stockholders on liquidation. |
F - 31 | ||
21. | SHAREHOLDERS’ EQUITY (CONTINUED) |
| (i) | is not redeemable; |
| | |
| (ii) | except for (iv), with respect to dividend rights, rights on liquidation, winding up and dissolution, rank junior and subordinate to (a) all classes of Common Stock,(b) all other classes of Preferred Stock and (c) any class or series of capital securities of the Company. |
| | |
| (iii) | except for (iv), shall not entitled to receive any dividend; and |
| | |
| (iv) | on May 30, 2014, the holders of record of shares of Series F Non-Convertible Preferred Stock shall be entitled to a coupon payment directly from the Company at the redemption rate of $3.40 per share. Upon redemption, the Record Holder shall no longer own any shares of Series F that have been redeemed, and all such redeemed shares shall disappear and no longer exist on the books and records of the Company; redeemed shares of Series F which no longer exist upon redemption shall thereafter be counted toward the authorized but unissued “blank check” preferred stock of the Company. |
F - 32 | ||
21. | SHAREHOLDERS’ EQUITY (CONTINUED) |
22. | CONVERTIBLE NOTES PAYABLE |
F - 33 | ||
23. | WARRANTS |
Expected annual dividend rate | | | 0.00 | % |
Weighted average exercise price | | $ | 0.50 | |
Risk-free interest rate | | | 2.00 | % |
Average expected life | | | 6 months | |
Expected volatility of common stock | | | 80.00 | % |
Forfeiture rate | | | 0.00 | % |
Expiry date | | Exercise date | | September 30, 2013 | | ||
| | | | | | | |
April 9, 2013 | | $ | 0.50 | | | 0 | |
| | September 30, 2013 | | Exercise price | | ||
Number of warrants outstanding as of January 1, 2013 | | | - | | | - | |
Issued | | | 385,000 | | $ | 0.50 | |
Exercised | | | - | | | - | |
Expired | | | (385,000) | | | - | |
Number of warrants outstanding as of September 30, 2013 | | | - | | | | |
F - 34 | ||
24. | OBLIGATION UNDER OPERATING LEASES |
| | September 30, 2013 | | |
| | $ | | |
| | | | |
Year ended December 31, 2013 | | | 37,526 | |
Year ended December 31, 2014 | | | 85,038 | |
Thereafter | | | - | |
| | | 122,564 | |
25. | BUSINESS COMBINATION |
F - 35 | ||
25. | BUSINESS COMBINATION (CONTINUED) |
Net assets at fair value acquired: | | | | |
Property, plant and equipment | | $ | 34,919 | |
Construction in progress | | | 4,495,306 | |
Inventory | | | 1,838,337 | |
| | | 6,368,562 | |
Less: Other payables | | | (92,603) | |
Non-controlling interest | | | (3,324,729) | |
25% held by the Company | | | (1,662,365) | |
| | $ | 1,288,865 | |
| | | | |
Satisfied by | | | | |
Purchase consideration | | $ | 1,662,365 | |
Less: Cash acquired | | | (373,500) | |
| | $ | 1,288,865 | |
F - 36 | ||
25. | BUSINESS COMBINATION (CONTINUED) |
Net assets at fair value acquired: | | | | |
Property, plant and equipment | | $ | 33,535 | |
Construction in progress | | | 4,499,376 | |
Inventory | | | 1,970,387 | |
Accounts receivable | | | 1,337,519 | |
| | | 7,840,817 | |
Less: Other payables | | | (292,663) | |
Accounts payable | | | (1,230,096) | |
Non-controlling interest | | | (1,702,580) | |
50% held by the Company | | | (3,405,159) | |
| | $ | 1,210,319 | |
| | | | |
Satisfied by | | | | |
Purchase consideration | | $ | 1,702,580 | |
Less: Cash acquired | | | (492,261) | |
| | $ | 1,210,319 | |
Net assets at fair value acquired: | | |
Property, plant and equipment | $ | 512,450 |
Construction in progress | | 4,177,007 |
Inventory | | 671,429 |
| | 5,360,886 |
Less: Non - controlling interest | | (1,340,221) |
| $ | 4,020,665 |
| | |
Satisfied by | | |
Purchase consideration | $ | 4,020,665 |
F - 37 | ||
26. | BONDS PAYABLE |
Issue size: | $16,800,000 |
| |
Number of units: | 840 units |
| |
Principal value per unit: | $25,000 per unit |
| |
Net payable value /bond: | $20,000 per unit |
| |
Discounted value/bond: | $5,000 paid to bond holder |
| |
Maturity date: | 2 years (September 30, 2015) |
| |
Participating interest: | 5% per annum |
| |
Effective yield: | 11.80% per annum |
| | September 30, 2013 | | December 31, 2012 | | ||
| | | | | | | |
5% Participating zeron coupon bonds repayable on September 30, 2015 | | $ | 975,000 | | $ | - | |
27. | STOCK BASED COMPENSATION |
28. | CONTINGENCIES |
F - 38 | ||
29. | GAIN ON EXTINGUISHMENT OF DEBTS |
30. | RELATED PARTY TRANSACTIONS |
| Name of related party | | Nature of transactions |
| | | |
| Mr. Solomon Yip Kun Lee, Chairman | | Included in due to a director, due to Mr. Solomon Yip Kun Lee is $4,989,134 and $3,345,803 as of September 30, 2013 and December 31, 2012, respectively. The amounts are unsecured, interest free and have no fixed term of repayment. |
F - 39 | ||
| | Three months ended | | Three months ended | | ||
| | September 30, 2013 | | September 30, 2012 | | ||
BASIC | | | | | | | |
Numerator for basic earnings per share attributable to the Company’s common stockholders: | | | | | | | |
Net income used in computing basic earnings per share | | $ | 18,752,774 | | $ | 22,725,305 | |
Basic earnings per share | | $ | 0.15 | | $ | 0.27 | |
| | | | | | | |
Basic weighted average shares outstanding | | | 122,057,655 | | | 84,475,977 | |
| | Three months ended September 30, 2013 | | Three months ended September 30, 2012 | | ||
DILUTED | | | | | | | |
Numerator for basic earnings per share attributable to the Company’s common stockholders: | | | | | | | |
Net income used in computing basic earnings per share | | $ | 18,752,774 | | $ | 22,725,305 | |
Diluted earnings per share | | $ | 0.15 | | $ | 0.25 | |
| | | | | | | |
Basic weighted average shares outstanding | | | 122,057,655 | | | 84,475,977 | |
Add: weight average Series B Convertible preferred shares outstanding | | | 7,000,000 | | | 7,000,000 | |
Diluted weighted average shares outstanding | | | 129,057,655 | | | 91,475,977 | |
F - 40 | ||
| | Nine months ended | | Nine months ended | | ||
| | September 30, 2013 | | September 30, 2012 | | ||
BASIC | | | | | | | |
Numerator for basic earnings per share attributable to the Company’s common stockholders: | | | | | | | |
Net income used in computing basic earnings per share | | $ | 49,462,486 | | $ | 38,686,788 | |
Basic earnings per share | | $ | 0.43 | | $ | 0.51 | |
| | | | | | | |
Basic weighted average shares outstanding | | | 115,580,104 | | | 75,676,204 | |
| | Nine months ended September 30, 2013 | | Nine months ended September 30, 2012 | | ||
DILUTED | | | | | | | |
Numerator for basic earnings per share attributable to the Company’s common stockholders: | | | | | | | |
Net income used in computing basic earnings per share | | $ | 49,462,486 | | $ | 38,686,788 | |
Diluted earnings per share | | $ | 0.40 | | $ | 0.47 | |
| | | | | | | |
Basic weighted average shares outstanding | | | 115,580,104 | | | 75,676,204 | |
Add: weight average Series B Convertible preferred shares outstanding | | | 7,945,055 | | | 7,000,000 | |
Diluted weighted average shares outstanding | | | 123,525,159 | | | 82,676,204 | |
32. | SUBSEQUENT EVENTS |
F - 41 | ||
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
3 | ||
4 | ||
5 | ||
# | Abbreviation | Names of entities | Date of formation |
| | Incorporated Companies | |
1 | SIAF | Sino Agro Food, Inc. | 1974 |
2 | CA | Capital Award Inc. | 2003 |
3 | MEIJI | Macau EIJI Company Ltd. | 2005 |
4 | APWAM | A Power Agro Agriculture Development (Macau) Ltd. | 2007 |
5 | TRW | Tri-way Industries Ltd. (Hong Kong) | 2009 |
6 | CS | Capital Stage Inc. | 2003 |
7 | CH | Capital Hero Inc. | 2003 |
8 | JHST or HU Plantation | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | 2009 |
9 | JHMC or Cattle Farm 1 | Jiangman City Hang Mei Cattle Farm Development Co. Ltd. | 2012 |
10 | SJAP | Qinghai Sanjiang A Power Agriculture Co. Ltd. | 2009 |
11 | JFD or Fish Farm 1 | Jiangmen City A Power Fishery Development Co. Ltd. | 2011 |
12 | HSA | Hunan Shenghua A Power Agriculture Co. Ltd. | 2011 |
| | Unincorporated Project Companies | |
13 | Wholesale Center1 or APNW | Guangzhou City A Power Nawei Trading Co. Ltd. China | 2012 |
14 | ZSAPP or Prawn Farm 2 | Zhongshan A Power Prawn Culture Farms Development Co. Ltd. China | 2012 |
15 | EBAPCD or Prawn Farm 1 | Enping City A Power Prawn Culture Development Co. Ltd. China | 2011 |
16 | Cattle Farm 2 | Enping City A Power Beef Cattle Farm 2 Co. Ltd. China | 2011 |
17 | Fish & Eel Farm 2 | XinHui City Gao A Power Aquaculture Fishery Development co. Ltd. | 2011 |
All “Unincorporated Project Companies” are private companies formed in China with Chinese citizens acting as their legal representatives as required by Chinese law. These companies’ names will be changed in accordance with the names granted by the relevant authorities once their corresponding Sino Foreign Joint Venture companies have officially been formed. |
6 | ||
7 | ||
ABBREVIATION | Business activities |
SIAF | Engineering consulting (in general types of developments), business management, trading, sales and marketing |
CA | Engineering consulting (mainly in development of fishery), management of fishery operation, marketing and sales of fishery produces and products. |
MEIJI | Engineering consulting (mainly in cattle farming and vegetable farming), management service and marketing and sales of cattle and related products. |
APWAM | Holding Company |
TRW | Holding Company and holder of Technology Licenses. |
CS | Dormant |
CH | Dormant |
JHST or HU Plantation | HU Plantation, Immortal Vegetable farming, processing and sales of produces and products. |
JHMC or Cattle Farm 1 | Growing of cattle at Cattle Farm 1 which is a demonstration farm |
SJAP | Existing activities: Manufacturing of organic fertilizer, bulk and concentrated livestock feed, and rearing of cattle and corporative farming Expected added activities by 2014 Slaughter and de-boning of cattle and value added processing of beef products Manufacturing of Enzyme Electricity generation via Mash Gas Station |
JFD or Fish Farm 1 | Growing of fish (sleepy cod species), eels (Flower Pattern species) and prawns (or shrimp) |
HSA | Existing Activities Manufacturing of organic fertilizer, 100% pure organic mixed fertilizer and lake fish farming organic fertilizer. Expected added activities by 2014 Cattle farming |
Wholesale Center1 | Marketing, sales and distribution of seafood and meats and related products. |
ZSAPP or Prawn Farm 2 | Hatchery and Nursery operation of prawns (or shrimp), production started from Q2, 2012 Growing of prawns (or shrimp) using open-dams applying re-circulating filtration systems, with production started from Q3 2013, although construction work is still in progress. |
EBAPCD or Prawn Farm 1 | Growing of prawns (or shrimp), production starting in Q3 2013 |
Cattle Farm 2 | By year 2014 Cattle Growing |
Fish & Eel Farm (2) | Growing of fish, eels and prawns (or shrimps), production will start by year 2014 although construction work is still in progress. |
8 | ||
1. | | Fishery Division operated by Capital Award Inc. (“CA”) |
Name of the developments | | Location of development | | Designed capacity per year | | Land area or Built up area | | Current Phase & Stage | | Commencement date of development | | (Estimated) development's completion date on or before | | Contractual amount | | % of completion as at 30.09.2013 |
| | | | | | | | | | | | | | $ | | |
Fish Farm (1) | | Enping City | | 1,200 MT | | 9,900 m2 | | fully operational | | July. 2010 | | Jun-11 | | $5.3 million | | Fully operational |
| | | | | | | | | | | | | | | | |
Prawn Farm (1) | | Enping City | | 2013=400MT 2014=800MT 2015=1200 MT | | 23,100 m2 | | 2 phases and road work | | Phase 1 on June 2011 Phase (2.1) Phase (2.2) Road work Started Aug. 2012 | | Phase (1) on December 2012 Phase (2) completed Q1 2013 | | Phase (1) $11.6 million Phase (2) 6.39 million Road work $2.94 million | | In operation |
| | | | | | | | | | | | | | | | |
Fish Farm (2) "The Fish & Eel Farm | | Xin Hui District, Jiang Men. | | 2014=800 MT 2015= 1600 MT 2016=2000MT | | 165,000 m2 | | 3 Phases | | Phase 1 January 15, 2012 Bridge & Road Oct. 2012 Phase (3) 2013 & (4)2014 | | Phase 1 June 2014 Bridge & Road Dec. 2013 Phase (3) & (4) 2015 | | Phase (1) $8.73 million Bridge & Road $2.48 Phase (3) $4.38 M Phase (4) $10.63 Million | | Phase (1) & Bridge and Road completed Jan. 2013 Phase (3) 43% and Phase (4) not started. |
| | | | | | | | | | | | | | | | |
Prawn Farm (2) The Hatchery & Nusery & Grow-out prawn farm | | San Jiao Town, Zhong San City, | | 2013=1.6 Billion Fingerling and 400MT of prawns increasing yearly and by 2015 = 3.2 billion fingerling and 1200 MT of Prawns | | 120,000 m2 | | 2 phases | | Phase (1) and Phase (2) May 2012 Phase (3) 2014 | | Phase (1) Dec. 2012 and Phase (2) December 2013.Phase (3) Dec. 2014 | | Phase (1) $9.26 m and Phase (2) 8.42 Million Phase (3) 11.5 Million | | Phase (1) fully operational and Phase (2) in operation and Phase (3) not started |
| | | | | | | | | | | | | | | | |
Prawn Farm (3) | | Xining City, Qinghai | | | | Expanded to 10,560 m2 | | Phase (1) | | 41,122 | | Dec-14 | | Pending approval | | 10% |
| | | | | | | | | | | | | | | | |
Wholesale Center (1) | | Guangzhou City | | | | 5,000 m2 | | One Phase | | 41,030 | | March 2013 | | $3.2 million | | in operation |
| (a) | Phase 1 development work on a prawn hatchery and nursery farm (Prawn Farm 2) with Zhongshan A Power Prawn Culture Development Co. Ltd. (“ZSAPP”) (a proposed name of this future SJVC), where the Company owns a direct 25% equity interest, was completed in May 2012. Prawn Farm 2 has generated income since May 2012. Phase 2 development involves development of facilities for the production of prawns, brood stock, and associated expansion activities commencing in May 2012 and completed in June 2013with production of prawns starting from August 2013. The work that has been completed during the second quarter of 2013 included the development of: (i) an additional indoor prawn nurturing apartment, (ii) three brood stock open dams with all under-ground in built filtration systems that capable of holding up to 3,000 mother prawns at a time, (iii) all external fences of the farm, and (iv) two open dams with all in built filtration systems that has the capacity to grow out up to 12 MT of fish per year and all associated infrastructure. There are 30 Mu (equivalent to 5 acres) of land that has been reserved for the construction of an indoor APRAS farm designed with the capacity to grow up to 1,200 MT of prawns per year at the complex. Its construction work is planned to start during Q1 2014 when most of the existing open dams’ work will be completed sometime within the same quarter. The Company has pre-paid $5,558,057 toward the consideration of its future SJVC toward the assets of the fully developed farm, equivalent to just under 20% equity interest of the future SJVC that is targeted to be formalized within year 2014. |
9 | ||
| | (b) | The development work on the fish and eel farm (Fish Farm 2) with an unrelated entity, Gao A Power Fishery Development Co. Ltd., is still in progress. The project is delayed because the property is situated on an inlet and drainage is extremely difficult to resolve and costly to fix. We have engineered a solution resolving this problem by constructing semi-enclosed growing dams that will be built with light building materials on land to be filled by soil collected from the extra water holding dams constructed at the same complex, outfitted with re-circulated filtration systems built externally adjacent to the water holding dams and the grow-out dams to suit the growing of prawns, fishes and/or eels in this farm. We are dividing workflow into phases and stages to yield the optimal financial efficiency and benefits. As of September 30, 2013, infrastructure construction work has begun with Phase1’s construction work expected to be completed during year 2014. | ||
| | | | ||
| (c) | The development work on a prawn farm at Huanyuan County, Xining City (Prawn Farm 3) is for an unrelated third party Chinese investor, Wu Aquaculture A Power Development Co. Ltd. (a proposed name for this future SJVC) originally planned to be on SJAP property. All engineering design and related pre-development work has been completed, with original plans to begin construction and infrastructure work in May 2013. However, management decided in February 2013 to relocate Prawn farm 3 to another block of land adjacent to SJAP’s existing property consisting of a much bigger area to accommodate future expansion whenever necessary. As a result of the relocation, the block of land where Prawn Farm 3 will be situated sets on a 45Mu area requiring rezoning from agriculture to industrial status. Any rezoning on parcels greater than 40Mu requires central government approval versus from local authorities (for parcels less than 40Mu), unfortunately requiring more time and causing delays in completing the process. | |
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Name of the developments | | Location of development | | Land area or Built up area | | Estimated Capacity / year | | Current Phase & Stage | | Commencement date | | Estimated completion date on or before | | Contractual amount | | % of completion as at 30.09.2013 | |
Cattle Farm (1) | | LiangXi Town, Enping City | | 165,013 m2 | | 1,500 Heads | | 2 phases | | Apr-11 | | Dec. 2011 | | $4.17 million | | Fully Operational | |
Cattle Fram (2) | | LiangXi Town, Enping City | | 230,300 m2 | | 2,500 heads | | 2 Phases | | Feb. 2012 | | March. 2014 | | $10.6 million | | 80% | |
Cattle Farm (1) external road work | | LiangXi Town, Enping City | | 4.5 Km road | | | | One Phase | | Sept. 2012 | | March. 2013 | | $4.32 million | | Completed | |
Cattle Farm (2) External Road work. | | LiangXi Town, Enping City | | 5.5 Km Road | | | | One Phase | | Sept. 2012 | | March. 2013 | | $5.28 Million | | Completed | |
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2. | | SJAP and HSA Division in fertilizer, livestock feed and cattle: |
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Type of wholesalers, distributors or retailers | | Mark-up Margin in | | ||||
Localities | | 1st Tier cities | | 2nd and 3rd tier cities | | 4th& 5th tier & lower tier cities | |
| | Low / High | | Low / High | | Low / High | |
Slaughter cum de-boning houses | | 30% / 35% | | 33% / 38% | | 39% / 42% | |
1st tier wholesalers and distributors | | 10% / 12% | | 12% / 15% | | 15% / 20% | |
2nd and 3rd tier wholesalers and distributors | | 15% / 20% | | 18% / 25% | | 20% / 30% | |
1st tier retailers (i.e. super market chains) | | 22% to 35% | | 22% / 35% | | 22% / 35% | |
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Period of development | | Items of developments and through marketing channels of | | Estimated annual production of beef | | Shares of sales | | ||||||||||
| | | | | | 2014 | | 2015 | | 2016 | | 2014 | | 2015 | | 2016 | |
From / to | | | | MT | | MT | | MT | | | | | | | | ||
| | | | | | 6,000 | | 9,000 | | 18,000 | | | | | | | |
Q4 2013/ | | 31 /12/ 2014 | | Development of up to 5 sales and distribution out-lets in Beijing, Guangzhou, Tianjin, Chongqing & Shanghai City, to distribute sales through and by | | | | | | | | | | | | | |
| | | | (A). Existing localized 1st , 2nd and 3rd tier wholesalers and distributors in these cities | | | | | | | | 60% | | 45% | | 35% | |
| | | | (B). Own sales and distribution outlets* | | | | | | | | 40% | | 30% | | 30% | |
Jan. 2014 | | 31.12.2015 | | Development of up to 5 sales and distribution out-lets in Fuzhou, Changsha, Suzhou, Shenzhen and Xiamen City, to distribute sales through and by | | | | | | | | | | | | | |
| | | | (A). Existing localized 1st , 2nd and 3rd tier wholesalers and distributors in these cities | | | | | | | | | | 15% | | 20% | |
| | | | (B). Own sales and distribution out-lets * | | | | | | | | | | 10% | | 15% | |
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City | Name of wholesale (cold storage) Markets | Address |
Beijing | XinFa Di Wholesale Market of Agricultural Produce 新发地农产品批发市场 | XinFa Di Bridge, Jingkai Highway, Fengtai District, Beijing |
| Jing Hua Jin Niu Qing Zhen wholesale Market of Meat and Aquatic Produce 京华金牛清真肉类水产批发市场 | No.6 Nanding Road, Fengtai District, Beijing |
| YueGeZhuang wholesale Market 岳各庄批发市场 | No.34 Fengtai Road, Beijing |
| Jin Xiu Da Di Wholesale Market of Meat 锦绣大地肉类批发市场 | No.69 Fushi Road, Haidian District, Beijing |
Shanghai | Shanghai City Beef and mutton wholesale trade Market 上海市牛羊肉批发交易市场 | No.178 Nanda Road, Baoshan District, Shanghai |
| Cao An Hu Tai Agricultural wholesale Market 曹安沪太农贸批发市场 | Mei Ling North Road, Putuo District, Shanghai |
| Shanghai Agricultural Produce wholesale Market Centre 上海农产品中心批发市场 | Hunan Road, Pudong District, Shanghai |
| Shanghai Qi Bao Agricultural and Sideline Products Integrated Trading Market 上海七宝农副产品综合交易市场 | Laiting North Road, Minxing District, Shanghai |
| Shanghai Jiang Yang Agricultural Produce wholesale Market 上海江杨农产品批发市场 | Jiang Yang North, Baoshan Distric, Shanghai |
Guangzhou | HuiFeng Frozen Produce Market 汇丰冷冻品市场 | No.5 Shui Chang Road, Huang shi Xi Road, GZ |
| Zi You Ma Frozen Produce Wholesale Market 自由马冷冻批发市场 | No.1 Huang shi Xi Road, GZ |
| Da Luo Tang International Frozen Produce Centre 大罗塘国际冷冻中心 | Qiao Xing Avenue, Panyu District, GZ |
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Revenue components | | Quantity | | Unit price (Round average figures) | | Revenues generated | | Yielding information & statistic (Average) | | ||||||
(based on one head of cattle) | | | | At cost | | Sales value | | (From each head of cattle) | | Fertilizer / Mu / year | | 0.65 MT | | 1 Mu = 660 m2 | |
(Ex-factory) | | | | RMB | | RMB | | | | Bulk livestock feed | | 6 MT / year | | consumption | |
Organic Fertilizer | | 1 MT | | 650 / MT | | 1200 / MT | | 1,200 | | Concentrated feed | | 4 Kg / Day | | consumption | |
Bulk Livestock feed | | 3 MT | | 705 / MT | | 1250 / MT | | 3,750 | | Harvest of pasture | | 3.5 MT / Mu | | yield / Mu/year | |
Concentrated feed | | 600 Kg | | 1500 / MT | | 2600 / MT | | 1,560 | | Average weight / cattle | | 500 kg / head | | 15 to 16 months old | |
Live Cattle | | Live-weight | | 27 / Kg | | 29 / Kg | | 22,330 | | Average weight / cattle | | 770 Kg / head | | 20 to 22 months old | |
Slaughter house | | Service fee | | 2200 / head | | 5000 / head | | 5,000 | | Average weight gain | | 1.5 Kg / day | | Fattening period | |
Meats | | 423 Kg | | 65 / Kg | | 78 / Kg | | 32,995 | | Meat recovery rate | | 55% | | 423 Kg / head | |
Bones | | 116 Kg | | Nil | | 60 / Kg | | 6,960 | | Bone weight | | 25% | | 116 Kg / head | |
Value added Beef products | | 42 Kg | | 78 / Kg | | 156 / Kg | | 6,552 | | Value added product | | 10% | | 42 Kg / head | |
Government Subsidy | | 1 head | | | | | | 1,000 | | | | | | | |
Total sales Revenue / head | | | | | | | | 81,347 | | | | | | | |
Note: As primary producer, SJAP’s revenue generated from one head of cattle | = RMB29, 940. |
As a value added processor, SJAP’s added revenue generated from one head of cattle | = RMB51, 507. |
Total Revenue generated from one head of cattle | = RMB81, 347. |
Revenue component | | 2013 | | 2014 | | 2015 | |
Organic Fertilizer | | 40,000 MT | | 40,000 MT | | 40,000 MT | |
Bulk Livestock feed | | 60,000 MT | | 60,000 MT | | 60,000 MT | |
Concentrated feed | | 20,000 MT | | 30,000 MT | | 40,000 MT | |
Live cattle from | | | | | | | |
Own farms | | 4,000 heads | | 6,000 heads | | 9,000 heads | |
Corporative growers | | 4,000 Heads | | 6,000 heads | | 9,000 heads | |
Slaughter House | | | | | | | |
Cattle | | 0 | | 20,000 heads | | 35,000 heads | |
Sheep | | 0 | | 75,000 heads | | 110,000 heads | |
De-boning meats | | 0 | | 6,000 MT | | 9,000 MT | |
De-boning Bones | | 0 | | 1,500 MT | | 2,250 MT | |
Meat Products | | 0 | | 450 MT | | 1,350 MT | |
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(1) | The Central Kitchen and related facilities development project including design, construct, project management of development and management of business operation for Guangzhou City Wangxiangcheng (“WXC”), an unrelated Chinese company, of a Central Kitchen, a Central Bakery, a fast food restaurant and 3 mobile food stores (Central Facility 1) situated adjacent to Wholesale Center 2. Work started in November 2012, and as of the date of this Quarterly Report, the construction work of the Central Kitchen is completed and in operation. |
| |
(2) | The Restaurant development project including design, construction, project management, and management of its business operation for WXC. As of July 30, 2013, Restaurant 1 at River South District has been operating for over 18 months, Restaurant 2 (at the UU Park Complex, Tianhe District) has been in operation for 10 months, Restaurant 3 (at the Sporting Complex, Tianhe District) has commenced operation since March 2013,the work at Restaurant 4, which is located at Harbor City Shopping Center, Guangzhou City, is almost completed and is targeted to open for business by end of August 2013, design and construction plans for Restaurant 5 (located at the center of Zhungzhen City, about a 35 minute drive from the Guangzhou City)have been submitted to the authorities for approval targeting construction work to start in August 2013. In this respect Restaurant (4) has commenced business operation on October 31st 2013 and renovation of restaurant (5) was 40% completed, and Restaurant 6 (at the Li Wan District, next to Wholesale Center 1) started renovation work since 15th September 2013.Collectively, these 6 restaurants cover a total gross area of 5,800 m2 (about 63,800 ft2) with seating capacity for 1,370 persons. As at October 31st 2013 planning on the establishment of 3 additional smaller shops selling and catering for specialized gourmet food were initiated, targeting completion for business operation on or before the end of December 2013. |
Restaurant (1) | Restaurant (2) | Restaurant (3) | Restaurant (4) |
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(3) | We are constructing a trading complex for the Import and Export trades of the Company itself at another building adjacent to the Wholesale Center 1 and 2 (the “Trading Center”).As of the date of this Quarterly Report, the Trading Center is importing frozen and fresh chilled and live seafood (i.e. cuttlefish, squid, prawns, salmon, crabs and eels) from Malaysia, Thailand, Russia and Madagascar and other local coastal fishing towns, that were sold to Wholesale Center 1 for Wholesale Center 1’sdistribution and sales into various reputable food chain outlets, wholesale market stores and super market chains in the Guangzhou City, Shanghai City as well as in the southern coastal towns of the Guangdong Province. |
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Item | | Owner | | Location | | Project | | Area (acre) | | Nature of Ownership | | Tenure | | Date Acquired | | Expiry Date |
Hunan Lot 1 | | Hunan Shenghua A Power Agriculture Co. Ltd. | | Ouchi Village, Fenghuo Town, Linli County | | Fertilizer production | | 31.92 | | Lease | | 43 | | 5-Apr-2011 | | 4-Apr-2054 |
Hunan Lot 2 | | Hunan Shenghua A Power Agriculture Co. Ltd. | | Ouchi Village, Fenghuo Town, Linli County | | Pasture growing | | 247.05 | | Management Rights | | 60 | | 18-Jul-2011 | | |
Hunan Lot 3 | | Hunan Shenghua A Power Agriculture Co. Ltd. | | Ouchi Village, Fenghuo Town, Linli County | | Fertilizer production | | 8.24 | | Land Usage Rights | | 40 | | 24-May-2011 | | 23-May-2051 |
Guangdong Lot 1 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Yane Village, Liangxi Town, Enping City | | HU Plantation | | 8.23 | | Management Rights | | 60 | | 10-Aug-2007 | | |
Guangdong Lot 2 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Nandu Village of Yane Village, Liangxi Town, Enping City | | HU Plantation | | 27.78 | | Management Rights | | 60 | | 14-Mar-2007 | | 13-Mar-2067 |
Guangdong Lot 3 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Nandu Village of Yane Village, Liangxi Town, Enping City | | HU Plantation | | 60.72 | | Management Rights | | 60 | | 18-Apr-2007 | | |
Guangdong Lot 4 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Nandu Village of Yane Village, Liangxi Town, Enping City | | HU Plantation | | 54.68 | | Management Rights | | 60 | | 12-Sep-2007 | | |
Guangdong Lot 5 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Jishilu Village of Dawan Village, Juntang Town, Enping City | | HU Plantation | | 28.82 | | Management Rights | | 60 | | 12-Sep-2007 | | |
Guangdong Lot 6 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Liankai Village of Niujiang Town, Enping City | | Fish Farm, HU Plantation | | 31.84 | | Management Rights | | 60 | | 1-Jan-2008 | | 31-Dec-2068 |
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GuangdongLot 7 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Nandu Village of Yane Village, Liangxi Town, Enping City | | HU Plantation | | 41.18 | | Management Rights | | 26 | | 1-Jan-2011 | | 31-Dec-2037 |
Guangdong Lot 8 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Shangchong Village of Yane Village, Liangxi Town, Enping City | | HU Plantation | | 11.28 | | Management Rights | | 26 | | 1-Jan-2011 | | 31-Dec-2037 |
Guangdong Lot 9 | | Jiangmen City Hang Mei Cattle Farm Development Co. Ltd. | | Xiaoban Village of Yane Village, Liangxi Town, Enping City | | Cattle Farm | | 41.18 | | Management Rights | | 20 | | 1-Apr-2011 | | 31-Mar-2031 |
Qinghai Lot 1 | | Qinghai Sanjiang A Power Agriculture Co. Ltd. | | No. 498, Bei Da Road, Chengguan Town of Huangyuan County, Xining City, Qinghai Province | | Cattle farm, fertilizer & livestock feed production | | 21.09 | | Land Usage Rights & Building ownership | | 40 | | 1-Nov-2011 | | 30-Oct-2051 |
| | | | | | | | 6.27 | | | | | | | | |
Guangdong Lot 10 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Niu Jiang Town Enping City, | | HU Plantation Processing factory | | | | Management Right Lease | | 10 | | 1-April-2013 | | 1-April-2023 |
| | | | | | | | | | | | | | | | |
Total | | | | | | | | 620.28 | | | | | | | | |
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| | Company | | Location | | Usage | | Landlord | | Tenure |
| | | | | | | | | | |
1 | | Sino Agro Food, Inc. Guangzhou Representative Office | | Room 3801, Block A, China Shine Plaza, No. 9, Linhexi Rd., Tianhe district, Guangzhou City | | Head office | | Guangzhou Shine Real Property Development limited Company | | 9 July 2012 to 8 July 2014 |
| | | | | | | | | | |
2 | | Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. | | Unit 1-3, JiangzhouShuizha Building, No. 19 Jiangjun Rd., Juntang Town, Enping City | | Office | | Enping City Jiangzhou Water Engineering Management Department | | 1 April 2013 to 31 March 2018 |
| | | | | | | | | | |
3 | | Jiangmen City A Power Fishery Development Co. Ltd. | | Room 202, Finance Building Chang’an Street, Niujiang Town, Enping City | | Office | | The Economic Development Office of Enping Government | | 15 July 2011 to 14 July 2016 |
| | | | | | | | | | |
4 | | Jiangmen City Hang Mei Cattle Farm Development Co. Ltd. | | Unit 4-5, JiangzhouShuizha Building No. 19 Jiangjun Rd., Juntang Town, Enping City | | Office | | Enping City Jiangzhou Water Engineering Management Department | | 1 June 2012 to 30 June 2017 |
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Revenue | | | | | | | | | |
| | | | 2013 | | 2012 | | | |
Category | | Referring to | | Q3 | | Q3 | | Difference | |
| | | | $ | | $ | | $ | |
Fishery | | CA | | 26,704,244 | | 27,088,699 | | -384,445 | |
| | | | | | | | | |
Plantation | | JHST | | 10,534,960 | | 7,236,186 | | 3,298,774 | |
| | | | | | | | | |
Beef | | SJAP | | 8,164,934 | | 3,785,964 | | 4,378,970 | |
| | | | | | | | | |
Organic fertilizer | | SJAP AND HSA | | 12,270,019 | | 1,710,686 | | 10,559,333 | |
| | | | | | | | | |
Cattle farm | | MEIJI | | 4,639,397 | | 8,529,153 | | -3,889,756 | |
| | | | | | | | | |
Corporate and others | | SIAF | | 8,394,143 | | - | | 8,394,143 | |
| | | | | | | | | |
Total | | | | 70,707,697 | | 48,350,688 | | 22,357,009 | |
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| | 2013 | | 2012 | | | | | | | | |
| | Q3 | | Q3 | | Difference in | | | Primarily due to | | ||
Revenue | | $ | | $ | | $ | | % | | | | |
| | | | | | | | | | | | |
Fishery | | | | | | | | | | | | |
| | | | | | | | | | | | |
Consulting & Services | | 6,939,405 | | 11,578,519 | | -4,639,114 | | -40 | % | | Decrease in consulting work due to lesser work in farm building in 2013. | |
| | | | | | | | | | | | |
Sales of live seafoods | | 19,764,839 | | 15,510,180 | | 4,254,659 | | 27 | % | | Increase in productivities derived from natural growth. | |
| | | | | | | | | | | | |
| | 26,704,244 | | 27,088,699 | | -384,455 | | -1 | % | | | |
Informations | | | | 2013 Q3 | | 2012 Q3 | | | | | | | | | ||||||||
Live seafood consisting: | | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | |
Sleepy cods | | MT | | 453 | | 15.9/Kg | | 7,212,375 | | 460 | | 26.16 / Kg | | 12,054,266 | | -4,841,891 | | -40 | % | | Marketable sized fish (from 500 g & upward) / fish | |
Sleepy cods | | Pieces | | 580,122 | | 4.83 / Piece | | 2,801,989 | | 493,702 | | 7 / Piece | | 3,455,914 | | -653,925 | | -19 | % | | Fingerling and small fish (From 200 g & upward) | |
Dark Ring circle eels | | MT | | 413 | | 18.85/Kg | | 7,790,875 | | - | | - | | - | | 7,790,875 | | | | | Marketable sizes (From 1.5K & upward) / Eel. | |
Flower Pattern eels | | Pieces | | 380,000 | | 1.62 / Piece | | 615,600 | | - | | - | | - | | 615,600 | | | | | Fingerling and small eels (from 6 mm to 30 mm) | |
Prawns | | MT | | 112 | | 12 / Kg | | 1,344,000 | | - | | - | | - | | 1,344,000 | | | | | Marketable sized prawns (From 75 pieces & larger) / Kg. | |
| | | | | | | | 19,764,839 | | | | | | 15,510,180 | | 4,254,659 | | 27 | % | | | |
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Revenue | | | | | | | | | | | | | | | | | | | | | | |
Plantation | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2013 Q3 | | 2012 Q3 | | | | | | | | | ||||||||
Items of sales | | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | |
Dried Flowers | | | | | | | | | | | | | | | | | | | | | | |
own farm | | MT | | 429 | | 12,257/MT | | 5,258,253 | | 332 | | 12,170/MT | | 4,040,440 | | 1,217,813 | | 30 | % | | averaged 55 pieces of fresh flowers per | |
External farms | | MT | | 328 | | 12,257/MT | | 4,020,296 | | 223 | | 12,170/MT | | 2,716,380 | | 1,303,916 | | 48 | % | | kg of dried flowers | |
Fresh Flowers | | Pieces | | 7,309,407 | | 0.15/Piece | | 1,096,411 | | 3,576,069 | | 0.13/Piece | | 479,366.00 | | 617,045 | | 129 | % | | | |
Other value added | | Kg | | 20,000 | | 8/kg | | 160,000 | | | | | | | | 160,000 | | | | | value added packs | |
flower products | | | | | | | | 10,534,960 | | | | | | 7,236,186 | | 3,298,774 | | 46 | % | | | |
Revenue | | | | | | | | | | | | | | | | | | | | | | |
Beef | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2013 Q3 | | 2012 Q3 | | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | |
Beef cattle | | Heads | | 2,600 | | 2,747/Heads | | 8,164,934 | | 1,290 | | 2,935/Heads | | 3,785,964.00 | | 4,378,970 | | 116 | % | | Below 24 months old beef cattle | |
| | | | | | | | 8,164,934 | | | | | | 3,785,964 | | 4,378,970 | | 116 | % | | | |
36 | ||
| | | | | | | | | | 2013 Q3 | | | | | | | | 2012 Q3 | | Difference in | | | Specifications or reasons | | ||
Revenue | | From | | | | | | | | | | | | | | | | | | $ | | % | | | | |
| | | | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Quantity | | Unit price | | Revenue | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | unit | | | | $ | | $ | | unit | | | | $ | | $ | | | | | | | | |
Organic Fertilizer | | | | MT | | 16,366 | | 173.49/MT | | 2,839,360 | | MT | | 3,230 | | 163/MT | | 661,860 | | 2,177,500 | | 329 | % | | General pasture corp fertilizer | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Bulk Livestock feed | | | | MT | | 18,162 | | 156.13/MT | | 2,835,561 | | MT | | 712 | | 133/MT | | 94,597 | | 2,740,964 | | 2898 | % | | 9% protein bulk feed | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Concentrated feed | | | | MT | | 8,429 | | 414.11/MT | | 3,490,520 | | MT | | | | | | - | | 3,490,520 | | | | | Formulated concentrated feed | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | MT | | 8,578 | | 260/MT | | 3,104,578 | | MT | | 3,053 | | 313/MT | | 954,224 | | 2,150,354 | | 225 | % | | HS.A's fertilizer plane started in 2013 | |
| | | | | | | | | | 12,270,019 | | | | | | | | 1,710,681 | | 10,559,338 | | | | | | |
| | 2013 | | 2012 | | Difference in | | | Primarily due to | | ||
| | Q3 | | Q3 | | $ | | % | | | | |
Revenue | | | | | | | | | | | | |
Cattle Farm | | | | | | | | | | | | |
| | | | | | | | | | | | |
Consulting & Services | | - | | 7,194,814 | | -7,194,814 | | -100 | % | | Decrease in consulting work due to no new cattle farms being built in Q3 2013. | |
Sales of live cattle | | 4,639,397 | | 1,262,184 | | 3,377,213 | | 268 | % | | Increase in productivities derived from natural growth. | |
Sales of beef meats | | - | | 72,155 | | -72,155 | | | | | No meat being process in Q3 2013 | |
| | 4,639,397 | | 8,529,153 | | -3,889,756 | | -46 | % | | | |
Informations | | | | 2013 Q3 | | 2012 Q3 | | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | |
Live cattle | | MT | | 1,500 | | 3,093/Heads | | 4,639,397 | | 586 | | 2,154/Heads | | 1,262,184 | | 3,377,213 | | 268 | % | | Blow 24 months old beef cattle | |
Beef meats | | Kg | | | | | | | | 5,788 | | 12.47/kg | | 72,155 | | -72,155 | | -100 | % | | | |
| | | | | | | | 4,639,397 | | | | | | 1,334,339 | | 3,305,058 | | 248 | % | | | |
37 | ||
| | 2013 | | 2012 | | | | | | | |
| | Q3 | | Q3 | | Difference in | | Primarily due to | | ||
| | | | | | $ | | % | | | |
Revenue | | | | | | | | | | | |
Corporate Sector | | | | | | | | | | | |
Consulting & Services | | 1,934,460 | | - | | 1,934,460 | | | | A portion of CA's development work was reallocated to the corporate sector. | |
Sales of imported seafoods | | 6,459,683 | | - | | 6,459,683 | | | | Imports trades started only from Q4 2012 thus it is a natural growth as most trades developed. | |
| | 8,394,143 | | - | | 8,394,143 | | | | | |
Informations | | | | 2013 Q3 | | 2012 Q3 | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | |
Cattle fish,Squids & mixed seafood | | Kg | | 90,016 | | 7.43/Kg | | 668,942 | | | | | | | | | | | | Mixed size (Frozen) Mainly via Malaysia | |
Salmon | | Kg | | 96,000 | | 12.61/Kg | | 1,210,176 | | | | | | | | | | | | Large (Frozen) mainly via chilean agent | |
Live Mud Crabs | | Kg | | 132,000 | | 12.91/Kg | | 1,704,753 | | | | | | | | | | | | (Large -from 05 kg each ) from Madagasca | |
Live flower pattern Eels | | Kg | | 132,000 | | 21.79/Kg | | 2,875,812 | | | | | | | | | | | | (from 1 Kg/Piece & upward ) from Madagasca | |
| | | | | | | | 6,459,683 | | | | | | - | | - | | - | | | |
38 | ||
Cost of Goods Sold | | | | | | | |
| | 2013 | | 2012 | | | |
Category | | Q3 | | Q3 | | Difference | |
| | $ | | $ | | $ | |
Fishery | | 16,911,642 | | 12,077,613 | | 4,834,029 | |
| | | | | | | |
Plantation | | 4,832,794 | | 2,915,191 | | 1,917,603 | |
| | | | | | | |
Beef | | 6,097,904 | | 2,778,536 | | 3,319,368 | |
| | | | | | | |
Organic Fertilizer | | 6,737,283 | | 1,532,639 | | 5,204,644 | |
| | | | | | | |
Cattle farm | | 3,974,942 | | 3,293,875 | | 681,067 | |
| | | | | | | |
Corporate and others | | 6,030,007 | | - | | 6,030,007 | |
| | | | | | | |
Total | | 44,584,572 | | 22,597,854 | | 21,986,718 | |
39 | ||
Gross profit | | | | | | | |
| | 2013 | | 2012 | | | |
Category | | Q3 | | Q3 | | Difference | |
| | $ | | $ | | $ | |
Fishery | | 9,792,602 | | 15,011,086 | | -5,218,484 | |
| | | | | | | |
Plantation | | 5,702,166 | | 4,320,995 | | 1,381,171 | |
| | | | | | | |
Beef | | 2,067,030 | | 1,007,428 | | 1,059,602 | |
| | | | | | | |
Organic fertilizer | | 5,532,736 | | 178,047 | | 5,354,689 | |
| | | | | | | |
Cattle farm | | 664,455 | | 5,235,278 | | -4,570,823 | |
| | | | | | | |
Corporate and others | | 2,364,136 | | - | | 2,364,136 | |
| | | | | | | |
Total | | 26,123,125 | | 25,752,834 | | 370,291 | |
40 | ||
| | Fishery: | | 2013 | | 2012 | | | | | | | | |
| | | | Q3 | | Q3 | | Difference in | | | Primarily due to | | ||
| | | | | | | | $ | | % | | | | |
Revenues | | Consulting & Services | | 6,939,405 | | 11,578,519 | | -4,639,114 | | -40 | % | | Decrease in consulting work due to less fishery farms being built in Q3 2013. | |
Gross Profit | | Consulting & Services | | 4,235,944 | | 8,351,712 | | -4,115,768 | | -49 | % | | | |
| | | | | | | | | | | | | | |
Revenues | | Sales of fish, prawns & eels | | 19,764,839 | | 11,510,180 | | 4,254,659 | | 27 | % | | Increase in productivities derived from natural growth. | |
Gross Profit | | Sales of fish, prawns & eels | | 5,556,658 | | 6,659,374 | | -1,102,716 | | -17 | % | | Decrease in Sleepy cod price from $27/Kg to $15.2/Kg | |
| | | | | | | | | | | | | | |
| | Total Revenues | | 26,704,244 | | 27,088,699 | | -384,455 | | -1 | % | | | |
| | Total Gross Profits | | 9,792,602 | | 15,011,086 | | -5,218,484 | | -35 | % | | | |
| | | | | | 2013 | | 2012 | | | | | | | | |
| | | | | | Q3 | | Q3 | | Difference in | | | Primarily due to | | ||
| | | | | | | | | | $ | | % | | | | |
| | Beef Sector | | SJAP | | | | | | | | | | | | |
Revenues | | Cattle | | | | 8,164,934 | | 3,785,964 | | 4,378,970 | | 116 | % | | Natural increases in productivity | |
| | | | | | | | | | | | | | | | |
Gross Profits | | Cattle | | | | 2,067,030 | | 1,007,428 | | 1,059,602 | | 105 | % | | | |
41 | ||
| | | | Q3 | | Q3 | | Difference in | | | Primarily due to | | ||
Revenue | | From | | | | | | $ | | % | | | | |
| | | | | | | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | | | | | | | | | | | |
Organic Fertilizer | | | | 2,839,360 | | 661,860 | | 2,177,500 | | 329 | % | | Increase growing of crops and of external sales | |
Bulk Livestock feed | | | | 2,835,561 | | 94,597 | | 2,740,964 | | 2898 | % | | Increase of demands internally & externally | |
| | | | | | | | | | | | | and the increase of cropping land in 2013. | |
Concentrated feed | | | | 3,490,520 | | - | | 3,490,520 | | | | | Concentrated feed manufacturing started Q1 2013 | |
| | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | 3,104,578 | | 954,224 | | 2,150,354 | | 225 | % | | HS.A's new production plan started operation in 2013 | |
| | | | 12,270,019 | | 1,710,681 | | 10,559,338 | | | | | | |
| | | | | | | | | | | | | | |
Gross Profits | | From | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | | | | | | | | | | | |
Organic Fertilizer | | | | 1,528,920 | | 258,127 | | 1,270,793 | | 492 | % | | | |
Bulk Livestock feed | | | | 1,553,735 | | 46,366 | | 1,507,369 | | 3251 | % | | | |
| | | | | | | | | | | | | | |
Concentrated feed | | | | 1,283,363 | | - | | 1,283,363 | | | | | | |
| | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | 1,166,718 | | -126,445 | | 1,293,163 | | | | | | |
| | | | 5,532,736 | | 178,048 | | 5,354,688 | | | | | | |
| | | | 2013 | | 2012 | | | | | | | | |
| | | | Q3 | | Q3 | | Difference in | | | Primarily due to | | ||
| | | | | | | | $ | | % | | | | |
| | Cattle Farm | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Revenue | | Consulting & Services | | - | | 7,194,209 | | -7,194,209 | | -100 | % | | Decrease in consulting work due to no new cattle | |
Gross profits | | | | - | | 4,822,316 | | -4,822,316 | | -100 | % | | farms being built in Q3 2013. | |
| | | | | | | | | | | | | | |
Revenue | | Sales of live cattle | | 4,639,397 | | 1,262,788 | | 3,376,609 | | 267 | % | | Increase in productivities derived from natural growth. | |
| | Sales of beef meats | | - | | 72,155 | | -72,155 | | -100 | % | | No meat being process in Q3 2013 | |
Gross Profits | | Sales of live cattle | | 664,455 | | 405,867 | | 258,588 | | | | | | |
| | Sales of beef meats | | - | | 7,096 | | -7,096 | | 100 | % | | | |
| | | | | | | | | | | | | | |
| | Total Revenue | | 4,639,397 | | 8,529,152 | | -3,889,755 | | -46 | % | | | |
| | Total Gross Profits | | 664,455 | | 5,235,279 | | -4,570,824 | | -87 | % | | | |
42 | ||
Category | | 2013 Q3 | | 2012 Q3 | | Difference | |
| | $ | | $ | | $ | |
Office and corporate expenses | | 657,741 | | 254,802 | | 402,939 | |
| | | | | | | |
Wages and salaries | | 447,717 | | 416,489 | | 31,228 | |
| | | | | | | |
Traveling and related lodging | | 19,332 | | 42,806 | | (23,474) | |
| | | | | | | |
Motor vehicles expenses and local transportation | | 47,704 | | 22,438 | | 25,266 | |
| | | | | | | |
Entertainments and meals | | 34,384 | | 36,373 | | (1,989) | |
| | | | | | | |
Others and miscellaneous | | 259,626 | | 47,930 | | 211,696 | |
| | | | | | | |
Depreciation and amortization | | 560,485 | | 496,921 | | 63,564 | |
| | | | | | | |
Sub-total | | 2,026,989 | | 1,317,759 | | 709,230 | |
| | | | | | | |
Interest expenses | | 286,376 | | 5,630 | | 280,746 | |
| | | | | | | |
Total | | 2,313,365 | | 2,735,677 | | 989,976 | |
43 | ||
Revenue | | | | | | | |
| | 2013 | | 2012 | | | |
Category | | Q1- Q3 | | Q1-Q3 | | Difference | |
| | $ | | $ | | $ | |
Fishery | | 68,826,877 | | 53,983,073 | | 14,843,804 | |
| | | | | | | |
Plantation | | 14,089,946 | | 9,318,049 | | 4,771,897 | |
| | | | | | | |
Beef | | 22,288,842 | | 11,231,389 | | 11,057,453 | |
| | | | | | | |
Organic fertilizer | | 29,970,388 | | 3,893,901 | | 26,076,487 | |
| | | | | | | |
Cattle farm | | 19,423,115 | | 11,252,579 | | 8,170,536 | |
| | | | | | | |
Corporate and others | | 25,616,609 | | - | | 25,616,609 | |
| | | | | | | |
Total | | 180,215,777 | | 89,678,991 | | 90,536,786 | |
44 | ||
| | 2013 | | 2012 | | | | | | | | | | | ||
| | Q1 to Q3 | | Q1 to Q3 | | Difference in | | | Primarily due to | | ||||||
Revenue | | | | | | | | $ | | % | | | | | ||
| | | | | | | | | | | | | | | | |
Fishery | | | | | | | | | | | | | | | | |
Consulting & Services | | | 24,490,886 | | | 28,819,981 | | | -4,329,095 | | | -15 | % | | Decrease in consulting work due to lesser work in farm building in 2013. | |
| | | | | | | | | | | | | | | | |
Sales of live seafoods | | | 44,335,991 | | | 25,163,092 | | | 19,172,899 | | | 76 | % | | Increase in productivities derived from natural growth. | |
| | | | | | | | | | | | | | | | |
| | | 68,826,877 | | | 53,983,073 | | | 14,843,804 | | | 27 | % | | | |
Informations | | | 2013 Q1-Q3 | | 2012 Q1-Q3 | | | | | | | | | |||||||||
Live seafood consisting: | | Quantity | Quantity | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||||
| | unit | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | | |
Sleepy cods | | Kg | | 2,140,687 | | 12.17/Kg | | 26,068,505 | | 682,847 | | 25.89 / Kg | | 17,678,908 | | 8,389,597 | | 47 | % | | Marketable sized fish (from 500 g & upward) / fish | |
Sleepy cods | | Pieces | | 537,063 | | 4.83/ Piece | | 2,598,692 | | 925,036 | | 8.09/ Piece | | 7,484,184 | | -4,885,492 | | -65 | % | | Fingerling and small fish (From 200 g & upward) | |
Dark Ring circle eels | | MT | | 890 | | 14.73/Kg | | 13,109,958 | | - | | - | | - | | | | | | | Marketable sizes (From 1.5K & upward) / Eel. | |
Flower Pattern eels | | Pieces | | 680,000 | | 1.78 / Piece | | 1,214,836 | | - | | - | | - | | | | | | | Fingerling and small eels (from 6 mm to 30 mm) | |
Prawns | | MT | | 112 | | 12 / Kg | | 1,344,000 | | - | | - | | - | | | | | | | Marketable sized prawns (From 75 pieces & larger) / Kg. | |
| | | | | | | | 44,335,991 | | | | | | 25,163,092 | | 3,504,105 | | 14 | % | | | |
45 | ||
| | | 2013 Q1-Q3 | | 2012 Q1-Q3 | | | | | | | | |||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | |
Dried Flowers | | | | | | | | | | | | | | | | | | | | | |
own farm | | MT | | 639 | | 12,257/MT | | 8,197,276 | | 431 | | 12,170 / MT | | 5,245,270 | | 2,952,006 | | 56 | % | | averaged 55 pieces of fresh flowers per |
External farms | | MT | | 328 | | 12,257/MT | | 4,020,095 | | 262 | | 12,170 / MT | | 3,185,253 | | 834,842 | | | | | kg of dried flowers |
Fresh Flowers | | Pieces | | 10,370,907 | | 0.15/piece | | 1,552,575 | | 7,076,069 | | 0.13/Piece | | 950,526.00 | | 602,049 | | 63 | % | | |
Other value added flower products | | Kg | | 40,000 | | 8/kg | | 320,000 | | | | | | | | 320,000 | | | | | value added packs |
| | | | | | | | 14,089,946 | | | | | | 9,381,049 | | 4,708,897 | | 50 | % | | |
Revenue | | | | | | | | | | | | | | | | | | | | | | |
Beef | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2013Q1- Q3 | | 2012 Q1-Q3 | | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | | |
Beef | | Heads | | 7,329 | | 3,041/Heads | | 22,288,842 | | 2,705 | | 4,152/Heads | | 11,231,389 | | 11,057,453 | | 98 | % | | Below 24 months old beef cattle | |
| | | | | | | | 22,288,842 | | | | | | 11,231,389 | | 11,057,453 | | 98 | % | | | |
46 | ||
| | | | | | | | | | 2013 Q1-Q3 | | | | | | | | 2012 Q1-Q3 | | Difference in | | | Specifications | | ||
Revenue | | From | | | | | | | | | | | | | | | | | | $ | | % | | | | |
| | | | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Quantity | | Unit price | | Revenue | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | unit | | | | $ | | $ | | unit | | | | $ | | $ | | | | | | | | |
Organic Fertilizer | | | | MT | | 53,713 | | 145/MT | | 7,774,568 | | MT | | 15,153 | | 156/MT | | 2,363,790 | | 5,410,778 | | 229 | % | | General pasture corp fertilizer | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Bulk Livestock feed | | | | MT | | 42,379 | | 154/MT | | 6,542,184 | | MT | | 712 | | 133/MT | | 1,475,608 | | 5,066,576 | | 343 | % | | 9% protein bulk feed | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Concentrated feed | | | | MT | | 19,167 | | 409/MT | | 7,847,243 | | MT | | | | | | - | | 7,847,243 | | | | | Formulated concentrated feed | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | MT | | 24,765 | | 315/MT | | 7,805,966 | | MT | | 3,053 | | 313/MT | | 54,503 | | 7,751,463 | | 14222 | % | | General purpose organic mixed fertilizer | |
| | | | | | | | | | 29,969,961 | | | | | | | | 3,893,901 | | 26,076,060 | | | | | | |
| | 2013 | | 2012 | | Difference in | | | Primarily due to | | ||
| | Q1-Q3 | | Q1-Q3 | | $ | | % | | | | |
Revenue | | | | | | | | | | | | |
Cattle Farm | | | | | | | | | | | | |
Consulting & Services | | 7,762,124 | | 9,885,097 | | -2,122,973 | | -21 | % | | Decrease in consulting work due to no new cattle | |
| | | | | | | | | | | farms being built in Q3 2013. | |
Sales of live cattle | | 11,660,991 | | 1,262,184 | | 10,398,807 | | 824 | % | | Increase in productivities derived from natural growth. | |
Sales of beef meats | | - | | 105,298 | | -105,298 | | | | | No meat being process in Q3 2013 | |
| | 19,423,115 | | 11,252,579 | | 8,170,536 | | 73 | % | | | |
Informations | | | | 2013 Q3 | | 2012 Q3 | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | | Specifications | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | |
Live cattle | | MT | | 3,351 | | 3,480/Heads | | 11,660,991 | | 586 | | 2,153/Heads | | 1,262,184 | | 10,398,807 | | 824 | % | | Blow 24 months old beef cattle |
Beef meats | | Kg | | | | | | | | 8,622 | | 12.21/kg | | 105,298 | | -105,298 | | -100 | % | | |
| | | | | | | | 11,660,991 | | | | | | 1,367,482 | | 10,293,509 | | 753 | % | | |
47 | ||
| | 2013 | | 2012 | | | | | | |
| | Q1-Q3 | | Q1-Q3 | | Difference in | | Primarily due to | ||
Revenue | | | | | | $ | | % | | |
| | | | | | | | | | |
Corporate Sector | | | | | | | | | | |
Consulting & Services | | 8,173,969 | | - | | 8,173,969 | | | | A portion of CA's development work was |
| | | | | | | | | | reallocated to the corporate sector. |
Sales of imported seafoods | | 17,442,640 | | - | | 17,442,640 | | | | Imports trades started only from Q4 2012 |
| | | | | | | | | | thus it is a natural growth as most trades developed. |
| | | | | | | | | | |
| | 25,616,609 | | - | | 25,616,609 | | | | |
Informations | | | | 2013 Q1-Q3 | | 2012Q1- Q3 | | | | | | | | ||||||||
| | Quantity | | Quantity | | Unit price | | Revenue | | Quantity | | Unit price | | Revenues | | Difference in | | Specifications | | ||
| | unit | | | | $ | | $ | | | | $ | | $ | | $ | | % | | | |
Cattle fish,Squids & mixed seafood | | Kg | | 787,991 | | 12.65/Kg | | 9,968,080 | | | | | | | | | | | | Mixed size (Frozen) Mainly via Malaysia | |
Salmon | | Kg | | 171,000 | | 8.64/Kg | | 1,478,763 | | | | | | | | | | | | Large (Frozen) mainly via chilean agent | |
Live Mud Crabs | | Kg | | 301,200 | | 17.27Kg | | 5,199,820 | | | | | | | | | | | | (Large -from 05 kg each ) from Madagasca | |
Live flower pattern Eels | | Kg | | 35,340 | | 22.52/Kg | | 795,977 | | | | | | | | | | | | (from 1 Kg/Piece & upward ) from Madagasca | |
| | | | | | | | 17,442,640 | | | | | | - | | - | | - | | | |
48 | ||
Cost of goods sold | | | | | | | | | | |
| | 2013 | | 2012 | | | | | ||
Category | | Q1- Q3 | | Q1-Q3 | | Difference | | |||
| | $ | | $ | | $ | | |||
Fishery | | | 45,266,534 | | | 24,168,363 | | | 21,098,171 | |
| | | | | | | | | | |
Plantation | | | 6,093,751 | | | 3,473,539 | | | 2,620,212 | |
| | | | | | | | | | |
Beef | | | 15,731,438 | | | 7,749,459 | | | 7,981,979 | |
| | | | | | | | | | |
Organic fertilizer | | | 15,869,331 | | | 2,607,968 | | | 13,261,363 | |
| | | | | | | | | | |
Cattle farm | | | 12,888,673 | | | 4,354,988 | | | 8,533,685 | |
| | | | | | | | | | |
Corporate and others | | | 17,329,661 | | | | | | 17,329,661 | |
| | | | | | | | | | |
Total | | | 113,179,388 | | | 42,354,317 | | | 70,825,071 | |
49 | ||
Gross profit | | | | | | | | | | |
| | 2013 | | 2012 | | | | | ||
Category | | Q1- Q3 | | Q1- Q3 | | Difference | | |||
| | $ | | $ | | $ | | |||
Fishery | | | 23,560,343 | | | 29,814,709 | | | -6,254,366 | |
| | | | | | | | | | |
Plantation | | | 7,996,195 | | | 5,844,510 | | | 2,151,685 | |
| | | | | | | | | | |
Beef | | | 6,557,404 | | | 3,481,930 | | | 3,075,474 | |
| | | | | | | | | | |
Organic fertilizer | | | 14,101,056 | | | 1,285,934 | | | 12,815,122 | |
| | | | | | | | | | |
Cattle farm | | | 6,534,442 | | | 6,897,591 | | | -363,149 | |
| | | | | | | | | | |
Corporate and others | | | 8,286,948 | | | - | | | 8,286,948 | |
| | | | | | | | | | |
Total | | | 67,036,388 | | | 47,324,674 | | | 19,711,714 | |
50 | ||
| | | | 2013 | | 2012 | | | | | | | | | | | ||
| | | | Q1 to Q3 | | Q1 to Q3 | | Difference in | | Primarily due to | | |||||||
| | | | | | | | | | $ | | % | | | | | ||
Fishery | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | |
Revenues | | Consulting & Services | | | 24,490,886 | | | 28,819,981 | | | -4,329,095 | | | -15 | % | | Decrease in consulting work due to less fishery | |
| | | | | | | | | | | | | | | | | farms works in 2013 & part of other development | |
Gross Profits | | | | | 11,957,912 | | | 14,890,484 | | | -2,932,572 | | | -20 | % | | work being reallocated to Corporate sector. | |
| | | | | | | | | | | | | | | | | | |
Revenues | | Sales of fish, prawns & eels | | | 44,335,991 | | | 25,163,092 | | | 19,172,899 | | | 76 | % | | Increase in productivities derived from natural growth of farms. | |
Gross Profits | | | | | 11,602,431 | | | 14,924,225 | | | -3,321,794 | | | -22 | % | | G.P.margin decreased due to Decrease in sleepy cod prices | |
| | | | | | | | | | | | | | | | | | |
| | Total Revenues | | | 68,826,877 | | | 53,983,073 | | | 14,843,804 | | | 27 | % | | | |
| | Total Gross profits | | | 23,560,343 | | | 29,814,709 | | | -6,254,366 | | | -21 | % | | | |
| | | | | | 2013 | | 2012 | | | | | | | | | | | ||
| | | | | | Q1 to Q3 | | Q1 to Q3 | | Difference in | | Primarily due to | | |||||||
| | | | From | | | | | | | | $ | | % | | | | | ||
Beef Sector | | SJAP | | | | | | | | | | | | | | | | | ||
Revenues | | Cattle | | | | | 22,288,842 | | | 11,231,389 | | | 11,057,453 | | | 98 | % | | Natural increases | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profits | | Cattle | | | | | 6,557,404 | | | 3,481,930 | | | 3,075,474 | | | 88 | % | | | |
51 | ||
| | | | | 2013 | | | 2012 | | | | | | | | | | |
| | | | | Q1 to Q3 | | | Q1 to Q3 | | | Difference in | | | Primarily due to | | |||
| | From | | | | | | | | | $ | | | % | | | | |
Revenue | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | | | | | | | | | | | | | | | |
Organic Fertilizer | | | | | 7,774,568 | | | 2,201,307 | | | 5,573,261 | | | 253 | % | | Increase growing of crops and of external sales | |
Bulk Livestock feed | | | | | 6,542,184 | | | 725,606 | | | 5,816,578 | | | 802 | % | | Increase of demands internally & externally | |
| | | | | | | | | | | | | | | | | and the increase of cropping land in 2013. | |
Concentrated feed | | | | | 7,847,243 | | | - | | | 7,847,243 | | | | | | Concentrated feed manufacturing started Q1 2013 | |
| | | | | | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | | 7,805,966 | | | 966,988 | | | 6,838,978 | | | 707 | % | | HS.A's new production plan started operation in 2013 | |
| | | | | 29,969,961 | | | 3,893,901 | | | 26,076,060 | | | | | | | |
Gross Profits | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Organic Fertilizer Sector | | SJAP | | | | | | | | | | | | | | | | |
Organic Fertilizer | | | | | 4,433,358 | | | 1,114,664 | | | 3,318,694 | | | | | | | |
Bulk Livestock feed | | | | | 3,756,386 | | | 297,073 | | | 3,459,313 | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Concentrated feed | | | | | 2,941,077 | | | - | | | 2,941,077 | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Organic & Mixed fertilizer | | HS.A | | | 2,970,235 | | | -125,803 | | | 3,096,038 | | | | | | | |
| | | | | 14,101,056 | | | 1,285,934 | | | 12,815,122 | | | | | | | |
52 | ||
| | 2013 | | 2012 | | | | | | | | |
| | Q1 to Q3 | | Q1 to Q3 | | Difference in | | | Primarily due to | | ||
| | | | | | $ | | % | | | | |
Revenue | | | | | | | | | | | | |
| | | | | | | | | | | | |
Cattle Farm | | | | | | | | | | | | |
Consulting & Services | | 7,762,124 | | 9,885,097 | | -2,122,973 | | -21 | % | | Decrease in consulting work due to no new cattle | |
| | | | | | | | | | | farms being built in Q3 2013. | |
Sales of live cattle | | 11,660,991 | | 1,262,184 | | 10,398,807 | | 824 | % | | Increase in productivities derived from natural growth. | |
Sales of beef meats | | - | | 105,298 | | -105,298 | | | | | No meat being process in 2013, due to food safety regulation | |
| | | | | | | | | | | being enforced by the Government it was hard to find | |
| | | | | | | | | | | processing facility in Guangzhou City. | |
| | 19,423,115 | | 11,252,579 | | 8,170,536 | | 73 | % | | | |
Gross Profits | | | | | | | | | | | | |
Consulting & Services | | 3,034,962 | | 6,024,283 | | -2,989,321 | | -50 | % | | | |
| | | | | | | | | | | | |
Sales of live cattle | | 3,499,480 | | 864,923 | | 2,634,557 | | 305 | % | | | |
Sales of beef meats | | - | | 8,385 | | -8,385 | | -100 | % | | | |
| | 6,534,442 | | 6,897,591 | | -363,149 | | -5 | % | | | |
53 | ||
Category | | 2013 Q1-Q3 | | 2012 Q1-Q3 | | Difference | |
| | $ | | $ | | $ | |
Office and corporate expenses | | 1,986,403 | | 1,406,241 | | 580,162 | |
Wages and salaries | | 1,409,818 | | 2,279,780 | | (869,962) | |
Traveling and related lodging | | 54,330 | | 63,081 | | (8,751) | |
Motor vehicles expenses and local transportation | | 121,597 | | 59,638 | | 61,959 | |
Entertainments and meals | | 99,234 | | 88,767 | | 10,467 | |
Others and miscellaneous | | 560,507 | | 977,832 | | (417,325) | |
Depreciation and amortization | | 1,608,792 | | 1,400,419 | | 208,373 | |
Sub-total | | 5,840,681 | | 6,275,758 | | (435,077) | |
Interest expenses | | 398,386 | | 5,630 | | 392,756 | |
| | | | | | | |
Total | | 6,239,067 | | 6,281,388 | | (42,321) | |
54 | ||
| | As of September 30, 2013 | | Note | |
| | $ | | | |
Cash and cash equivalents | | 9,588,415 | | | |
Inventories | | 17,933,503 | | 1 | |
Cost and estimated earnings in excess of billings on uncompleted contracts | | 1,759,821 | | | |
Deposits and prepaid expenses | | 84,856,620 | | 2 | |
Accounts receivable, net of allowance for doubtful debts | | 59,690,624 | | 3 | |
Other receivables | | 9,617,650 | | 4 | |
| | 183,446,633 | | | |
| | As of September 30 2013 | |
| | $ | |
Sleepy cods Prawns and Eels | | 5,684,730 | |
Harvested HU plantation | | 719,329 | |
Bread grass | | 4,100,388 | |
Beef cattle | | 1,037,967 | |
Organic fertilizer | | 858,645 | |
Forage for cattle and consumable | | 3,640,752 | |
Raw materials for bread grass and organic fertilizer | | 1,198,784 | |
Raw materials for HU plantation | | 692,908 | |
Immature seeds | | - | |
| | 17,933,503 | |
55 | ||
| | $ | | | |
Deposits for | | | | | |
- purchases of equipment | | 1,025,161 | | | |
- acquisition of land use right | | 7,826,508 | | 2A | |
- inventory purchases | | 1,843,325 | | | |
- aquaculture contract | | 4,719,101 | | | |
- building materials | | 1,281,935 | | | |
- proprietary technology | | 4,404,210 | | | |
- construction in progress | | 29,173,167 | | | |
Shares issued for employee compensation and oversea professional fee | | 133,744 | | | |
Temporary deposits paid to entities for investments in future Sino Foreign Joint Venture companies | | 33,541,840 | | 2.B. | |
Miscellaneous | | 907,629 | | | |
| | 84,856,620 | | | |
• | $3,182,180 (or RMB20,000,000) was for the full payment on June 6, 2012 for the Land Use Right by HSA of a block of land measuring 150 Mu (approximately 25 acres of prime agriculture land) located at Linli District of Hunan Province within 10 Km of HSA’s complex. The process of application to register the said “Land Use Right” is in progress and is expected to be finalized officially on or before the end of year 2013 as such and in the interim prior to the Land Use Right being officially registered, this payment is recorded as Deposit and Prepaid Expenses. |
| |
• | $190,930 (or RMB1,200,000) was paid by SJAP as deposit for the acquisition of “Land Use Right” on a block of land measuring 15 Mu (or 2.475 acres) located at Huangyuan district next to SJAP’s complex on October 15, 2012. This piece of land will be rezoned into Residential from its present status of agriculture and transferred from the Local Government (Huangyuan County) to SJAP to build new staff quarters; as such SJAP is waiting on the completion of such processes to finalize the said purchase of Land Use Right. |
| |
• | $4,453,398 (or RMB 27,989,606) was the full payment Capital Award made for the purchase of the Land Use Right on a block of prime agriculture land measuring 235 Mu (approximately 38.5 acres) located at the Cong Hua District Guangzhou City in late October 2010. This block of land is part of a larger block of land (of some 500 acres) that was applying to become a subdivision; however in 2011 the Land Law was changed such that the said sub-division would require the approval of the central government instead of the approval by the local government alone prior to 2011, entailing a much longer approval process. Cong Hua District was rezoned as a suburb of the Guangzhou City in 2010 and is within close proximity of the Guangzhou City; as such management evaluates it as a valuable piece of land very suitable for the development of one of our agriculture projects. |
| |
• | The new block of land namely “Guangdong Lot 10 (referred to in our “Summary of Land Assets” of this report) is land zoned as “Industrial Land” that will be used by HST to expand its processing operation of the HU Plants and Immortal Vegetables and it has a tenure period of 10 years secured under a Management Right at the cost of RMB3,040,000 (equivalent to $490,322) that was fully paid; as such as at the period ended June 30, 2013 no additional deposit and prepayment was recorded. |
56 | ||
Under account of | | Segment of | | Project name | | Estimated total | | Estimated time | | Current status | | Deposit & prepayments | | Land Bank | | % equivalent | | |
Subsidiary | | | | | | Asset value | | of Acquisition | | of Project | | made as at 30.09.2013 | | or Built Up area | | to equity paid | | |
| | | | | | $ | | | | | | $ | | m2 | | | | |
SIAF | | Corporate | | Trade Center | | 3.5 million | | own development | | 30% completed | | | 1,673,885 | | 5,000 | | 31 | % |
| | | | | | | | | | | | | | | | | | |
CA | | Fishery | | Fish Farm (1) | | 26.22 Million | | 2016 | | 2 out 4 phases completed | | | 6,000,000 | | 23,100 | | 23 | % |
| | | | Prawn Farm (1) | | 20.93 Million | | 2014 | | in operation | | | 11,682,680 | | 165,000 | | 56 | % |
| | | | Prawn Farm (2) | | 29.18 Million | | 2014 | | Part operational Part work in progress | | | 8,627,218 | | 120,000 developed 96,000 m2 undeveloped | | 29 | % |
| | | | | | | | | | | | | | | | | | |
MEIJI | | Cattle | | Cattle Farm (2) | | 15.88 Million | | 2014 | | 95% completed | | | 5,558,057 | | 230,300 | | 35 | % |
| | | | | | | | | | | | | 33,541,840 | | | | | |
57 | ||
| | As of 30.09.2013 | | ||||||||||||||||||||
| | Accounts receivable | | | Current | | 0-30 days | | | 31-90 days | | | 91-120 days | | | over 120 days and less than 1 year | | ||||||
| | $ | | | $ | | $ | | | $ | | | $ | | | $ | | ||||||
Consulting and Service (from 6 contracts) totaling | | | 21,872,041 | | | | | | | 3,585,722 | | | | 11,510,923 | | | | 4,357,906 | | | | 2,417,490 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Sales of Fish (from Farms and from imports) | | | 19,637,245 | | | | | | | 15,487,510 | | | | 715,718 | | | | - | | | | 3,434,017 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Sales of Cattle and Beef Meats (from Enping Farm) | | | 2,313,134 | | | | | | | 2,313,134 | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | |
Sales of HU Flowers (Dried) | | | 3,380,897 | | | | | | | 2,926,556 | | | | 454,341 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | |
Sales Fertilizer, Bulk Stock feed and Cattle by SJYL | | | 7,521,201 | | | | | | | 5,525,061 | | | | 1,952,641 | | | | 27,269 | | | | 16,230 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Sales Fertilizer from HSA | | | 4,966,106 | | | | | | | 1,078,852 | | | | 1,710,415 | | | | 848,634 | | | | 1,328,205 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Accounts Receivable | | | 59,690,624 | | | | | | | 30,916,835 | | | | 16,344,038 | | | | 5,233,809 | | | | 7,195,942 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Percentage of total population | | | 100 | % | | | | | | 52 | % | | | 27 | % | | | 9 | % | | | 12 | % |
58 | ||
| | Nine months ended September 30 2013 | | ||||||||
| | % of total Revenue | | | $ | | Total Revenue | | |||
Customer A | | | 17.21 | % | | | 31,015,135 | | | | |
Customer B | | | 16.76 | % | | | 30,202,616 | | | | |
Customer C | | | 8.41 | % | | | 15,156,147 | | | | |
Customer D | | | 8.24 | % | | | 14,849,780 | | | | |
| | | | | | | | | | | |
| | | 50.62 | % | | | 91,223,678 | | | 180,215,777 | |
59 | ||
Customer B with | | | | | | | Nine months ended September 30, 2013 | | |||||
Name of company | | Segments | | Operation Division | | Abbreviation name | % of total consolidated | | | Amount in | | ||
| | | | | | | Revenue | | | $ | | ||
CA | | Fishery | | Consulting and Services | | Wholesale Center (1) | | 0.98 | % | | | 1,760,135 | |
| | | | Sales of fish (from Fish Farm 1) | | | | 2.48 | % | | | 4,467,497 | |
| | | | Sales of fish / eels from Contract Growers | | | | 2.86 | % | | | 5,161,377 | |
| | | | | | | | | | | | | |
SIAF | | Corporate | | Trading sales of seafood | | | | 10.44 | % | | | 18,813,607 | |
| | | | | | | | 16.76 | % | | | 30,202,616 | |
| | As of September 30, 2013 | | Total | | ||||||
| | % of total Accounts receivables | | | amount in $ | | Accounts receivables | | |||
Customer A | | | 14.44 | % | | | 8,621,742 | | | | |
Customer B | | | 11.38 | % | | | 6,792,173 | | | | |
Customer C | | | 10.50 | % | | | 6,266,461 | | | | |
Customer D | | | 9.96 | % | | | 5,946,496 | | | | |
| | | 46.28 | % | | | 27,626,872 | | | 59,690,624 | |
60 | ||
| | As of September 30, 2013 | | Note | | |
| | $ | | | | |
Cash advances paid as consideration to secure investments | | | 5,542,587 | | | |
Advanced to employees | | | 461,893 | | | |
Advanced to suppliers | | | 3,327,138 | | | |
Miscellaneous | | | 286,033 | | 4A | |
| | | | | | |
| | | 9,617,650 | | | |
| | As at September 30, 2013 | | Note | | |
Current liabilities | | | | | | |
Accounts payable and accruals | | | 8,231,077 | | 7 | |
Billings in excess of cost and estimated earnings on uncompleted contracts | | | 2,413,455 | | | |
Due to a director | | | 4,989,134 | | | |
Other payables | | | 10,824,617 | | 8 | |
Short term bank loan | | | 2,439,818 | | | |
Total current liabilities | | | 28,898,101 | | | |
61 | ||
| 1. | We supply the following cost elements: our own staff, engineering and technology that enhanced our profit margins and reduced the overall cost of sales. Consulting and services (“C&S”) since inception is the major contributor of income to date and cost of sales averaging52% and 31% for CA and SIAF, respectively derived from its respective C&S during the quarter. |
| | |
| 2. | Implementation, supervision, training and associated management work and most of the building sub-contractors worked on sub-contract at fixed costs; consequently, thus profit margins are contained providing ample opportunity for expanded credit terms. For contracts related to the construction of farms we use plants, equipment, parts and components that were specially manufactured and made as per our own design and engineering by local manufacturers and suppliers (who carry a high amount of initial development costs and inventories for us based on the understanding that we would pay for the deliveries of goods sold within shorter trading terms such that they could afford to carry such costs). We pay promptly in this respect and believe that, as time has passed, our track record has earned us excellent credibility with all of our suppliers and sub-contractors. |
| | |
| 3. | Fish sales started gradually in late 2011, and the cost of sales averaged 47% and 63% in the three months ended June 30 and September 30, of 2013, respectively (the bulk of the cost came from the supplies of baby fingerlings and the live-bait as the main fish feed), and customary trading terms of Chinese suppliers is on a cash on delivery basis, and suppliers who provide short credit terms presently is limited to no more than a select few. |
| | |
| 4. | Cattle sales at SJAP’s own cattle stations and from its cooperative farmers started in 2011 at lower profit margins compared to the sales of fish and the cost of sales was averaging 77% and 80% for the three months ended June 30 and September 30, of 2013, respectively; it is also customary in China to pay for the young live cattle by cash on deliveries. The Enping cattle farm started to buy young cattle in 2011 and started sales of mature cattle in 2012; cost of sales is averaging 72%and 90% in the three months ended June 30 and September 30,of 2013, respectively. Most of the young cattle supplies were from small primary producers (local small farmers) who did not have great financial resources; as such we paid for these supplies of young cattle in cash on delivery or short credit term after delivery. |
| | |
| 5. | In SJAP, the bulk of our fertilizers were sold to farmers who are growing pastures and crops for us such that their fertilizer sales were kept as book entries that would be offset with the pastures and crops that we would buy back from them. In the case of JHMC, which is a very early stage company, especially in fertilizer manufacturing, such that prolonged credit term facilities have not been established for its purchase of raw materials. |
| | |
| 6. | Bulk livestock feed are produced by regional cooperative growers under contract to us and they use our supply of fertilizer and seeds that represented the main cost components enhancing cost of sales, which average 48% and 40% in the three months ended June 30 and September 30,of 2013. Again, sale of fertilizer is held on credit against crops and pasture grass purchased from them, as well as bulk livestock feed sold to them for cattle rearing, and reconciled once cattle are purchased from them. |
62 | ||
Segments | | Sales Revenue | | % of total | | | Cost of sales | | % of total cost | | | Gross Profit | | Gross | | | Note | | ||||||
As of September 30, 2013 | | Q32013 | | Revenue | | | Q32013 | | of sales | | | Q32013 | | Profit | | | | | ||||||
| | $ | | | | | | $ | | | | | | $ | | % | | | | | ||||
Fishery Sector | | | | | | | | | | | | | | | | | | | | | | | | |
CA | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting and Service | | | 6,939,405 | | | 10 | % | | | 2,703,461 | | | 6 | % | | | 4,235,944 | | | 61 | % | | a | |
Others in sales of Fish, Prawns and commissions etc. | | | 19,764,839 | | | 28 | % | | | 14,208,181 | | | 32 | % | | | 5,556,658 | | | 28 | % | | b | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sales of Fish | | | | | | | | | | | | | | | | | | | | | | | c | |
Cattle Farm Sector | | | | | | | | | | | | | | | | | | | | | | | | |
MEIJI | | | | | | | | | | | | | | | | | | | | | | | | |
Consulting and Service | | | | | | | | | | | | | | | | | - | | | | | | d | |
Others in sales of cattle, meat and commission etc. | | | 4,639,397 | | | 7 | % | | | 3,974,942 | | | 9 | % | | | 664,455 | | | 14 | % | | e | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Beef Organic fertilizer Sector | | | | | | | | | | | | | | | | | | | | | | | | |
Qinghai Sanjiang A Power, HuangYuan, Xining | | | | | | | | | | | | | | | | | | | | | | | | |
Fertilizer | | | 2,839,360 | | | 4 | % | | | 1,310,440 | | | 3 | % | | | 1,528,920 | | | 54 | % | | f | |
Bulk Live Stock Feed | | | 2,835,561 | | | 4 | % | | | 1,281,826 | | | 3 | % | | | 1,553,735 | | | 55 | % | | g | |
Concentrated Live-stock Feed and related products | | | 3,490,520 | | | 5 | % | | | 2,207,157 | | | 5 | % | | | 1,283,363 | | | 37 | % | | h | |
Cattle | | | 8,164,934 | | | 12 | % | | | 6,097,904 | | | 14 | % | | | 2,067,030 | | | 25 | % | | i | |
Hunan Shanghua A Power | | | | | | | | | | | | | | | | | | | | | | | | |
Organic Fertilizer (ex-stocks) | | | 2,198,582 | | | 3 | % | | | 1,417,380 | | | 3 | % | | | 781,202 | | | 36 | % | | j | |
100% pure organic mixed fertilizer | | | 905,996 | | | 1 | % | | | 520,480 | | | 1 | % | | | 385,516 | | | 43 | % | | k | |
HU Plant Sector | | | | | | | | | | | | | | | | | | | | | | | | |
Jiang Men HST | | | 10,534,960 | | | 15 | % | | | 4,832,794 | | | 11 | % | | | 5,702,166 | | | 54 | % | | l | |
Corporate Sector | | | | | | | | | | | | | | | | | | | | | | | | |
SIAF | | | | | | | | | | | | | | | | | - | | | | | | | |
Consulting and Service | | | 1,934,460 | | | 3 | % | | | 565,574 | | | 1 | % | | | 1,368,886 | | | 71 | % | | m | |
Import and export sales | | | 6,459,683 | | | 9 | % | | | 5,464,433 | | | 12 | % | | | 995,250 | | | 15 | % | | n | |
others | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 70,707,697 | | | 100 | % | | | 44,584,572 | | | 100 | % | | | 26,123,125 | | | | | | | |
63 | ||
Name of the developments | Location of development | Designed capacity per year | Land area or Built up area | Current Phase & Stage | Commencement date of development | (Estimated) development's completion date on or before | Contractual amount | % of completion as at 30.09.2013 |
| | $ | ||||||
Fish Farm (1) | Enping City | 1,200 MT | 9,900 m2 | fully operational | July. 2010 | Jun-11 | $5.3 million | Fully operational |
| ||||||||
Prawn Farm (1) | Enping City | 2013=400MT 2014=800MT 2015=1200 MT | 23,100 m2 | 2 phases and road work | Phase 1 on June 2011 Phase (2.1) Phase (2.2) Road work Started Aug. 2012 | Phase (1) on December 2012 Phase (2) completed Q1 2013 | Phase (1) $11.6 million Phase (2) 6.39 million Road work $2.94 million | In operation |
| ||||||||
Fish Farm (2) "The Fish & Eel Farm | Xin Hui District, Jiang Men. | 2014=800 MT 2015= 1600 MT 2016=2000MT | 165,000 m2 | 3 Phases | Phase 1 January 15, 2012 Bridge & Road Oct. 2012 Phase (3) 2013 & (4)2014 | Phase 1 June 2014 Bridge & Road Dec. 2013 Phase (3) & (4) 2015 | Phase (1) $8.73 million Bridge & Road $2.48 Phase (3) $4.38 M Phase (4) $10.63 Million | Phase (1) & Bridge and Road completed Jan. 2013 Phase (3) 43% and Phase (4) not started. |
| ||||||||
Prawn Farm (2) The Hatchery & Nusery & Grow-out prawn farm | San Jiao Town, Zhong San City, | 2013=1.6 Billion Fingerling and 400MT of prawns increasing yearly and by 2015 = 3.2 billion fingerling and 1200 MT of Prawns | 120,000 m2 | 2 phases | Phase (1) and Phase (2) May 2012 Phase (3) 2014 | Phase (1) Dec. 2012 and Phase (2) December 2013.Phase (3) Dec. 2014 | Phase (1) $9.26 m and Phase (2) 8.42 Million Phase (3) 11.5 Million | Phase (1) fully operational and Phase (2) in operation and Phase (3) not started |
| ||||||||
Prawn Farm (3) | Xining City, Qinghai | Expanded to 10,560 m2 | Phase (1) | 41,122 | Dec-14 | Pending approval | 10% | |
| ||||||||
Wholesale Center (1) | Guangzhou City | 5,000 m2 | One Phase | 41,030 | March 2013 | $3.2 million | in operation |
Name of the developments | Location of development | Land area or Built up area | Estimated Capacity / year | Current Phase & Stage | Commencement date | Estimated completion date on or before | Contractual amount | % of completion as at 30.09.2013 |
Cattle Farm (1) | LiangXi Town, Enping City | 165,013 m2 | 1,500 Heads | 2 phases | Apr-11 | Dec. 2011 | $4.17 million | Fully Operational |
Cattle Fram (2) | LiangXi Town, Enping City | 230,300 m2 | 2,500 heads | 2 Phases | Feb. 2012 | March. 2014 | $10.6 million | 80% |
Cattle Farm (1) external road work | LiangXi Town, Enping City | 4.5 Km road | | One Phase | Sept. 2012 | March. 2013 | $4.32 million | Completed |
Cattle Farm (2) External Road work. | LiangXi Town, Enping City | 5.5 Km Road | | One Phase | Sept. 2012 | March. 2013 | $5.28 Million | Completed |
64 | ||
Segments | | Corresponding | | Sales Revenue | | Corresponding derivation details and information | | | | ||||||||
As of September 30, 2013 | | Notes | | Q32013 | | Quantity | | Units | | Unit Price | | Average | | amount | | Specification | |
| | | | $ | | | | | | $ | | Weight | | $ | | | |
Fishery Sector | | | | | | | | | | | | | | | | | |
CA | | | | | | | | | | | | | | | | | |
Consulting and Service | | a. (See above) | | 6,939,405 | | | | | | | | | | | | | |
Sales of live seafood | | b & C | | 19,764,839 | | | | | | | | | | | | | |
Sleep Cod | | | | | | 453 | | MT | | 15.9 / Kg | | 0.5 Kg & above | | 7,212,375 | | Marketable (From 500 g upward) | |
Sleepy cod | | | | | | 580,122 | | Pieces | | 4.83 / Piece | | 150 g & larger | | 2,801,989 | | Small fish or fingerling | |
Dark Ring Circle Eels | | | | | | 413 | | MT | | 18.85 / Kg | | 1.5 Kg & Larger | | 7,790,875 | | Marketable (From 1.5 kg / piece upward) | |
Flower Pattern Eels | | | | | | 380,000 | | Pieces | | 1.62 / Piece | | 200 g & larger | | 615,600 | | Small eels or fingerling | |
Prawns | | | | | | 112 | | MT | | 12 / Kg | | 75pieces & larger | | 1,344,000 | | Marketable (from 75 pieces / kg & upward) | |
| | | | | | | | | | | | | | 19,764,839 | | | |
Cattle Farm Sector | | | | | | | | | | | | | | | | | |
MEIJI | | | | | | | | | | | | | | | | | |
Consulting and Service | | (d). See above | | | | | | | | | | | | | | | |
Sales of live cattle | | e | | 4,639,397 | | 1,500 | | head | | 5.33 /kg | | 580 Kg/head | | 3093/head | | Below 24 months old beef cattle | |
| | | | | | | | | | | | | | | | | |
Beef Organic fertilizer Sector | | | | | | | | | | | | | | | | | |
Qinghai Sanjiang A Power, HuangYuan, Xining | | | | | | | | | | | | | | | | | |
Fertilizer | | f | | 2,839,360 | | 16,366 | | MT | | 173.49 / MT | | 25kg/bag | | | | General pasture crop fertilizer | |
Bulk Live Stock Feed | | g | | 2,835,561 | | 18,162 | | MT | | 156.13 / MT | | 100kg/bag | | | | 9% protein bulk feed | |
Concentrated Live-stock Feed | | h | | 3,490,520 | | 8,429 | | MT | | 414.11/ MT | | 20 kg/bag | | | | Formulated concentrated feed | |
Cattle | | i | | 8,164,934 | | 2,600 | | Heads | | 5.7 / Kg | | 550 kg/head | | 3140/head | | Below 24 months old beef cattle | |
Hunan Shanghua A Power | | | | | | | | | | | | | | | | | |
Mixed Organic Fertilizer | | j | | 2,198,582 | | 8,578 | | MT | | 260 / MT | | 25 kg/bag | | | | General purpose Organic mixed fertilizer | |
65 | ||
Segments | | Corresponding | | Sales Revenue | | Corresponding derivation details and information | | | | ||||||||
As of September 30, 2013 | | Notes | | Q32013 | | Quantity | | Units | | Unit Price | | Average | | Average | | Specification | |
| | | | $ | | | | | | $ | | | | $ | | | |
HU Plant Sector | | | | | | | | | | | | | | | | | |
Jiang Men HST | | l | | 10,534,960 | | | | | | | | | | | | | |
Dried Flowers | | | | | | | | | | | | | | | | | |
own farm | | | | | | 429 | | MT | | 12,257 / MT | | 23.6 million pieces | | 5,258,253 | | averaged 55 pieces of fresh flowers per | |
External farms | | | | | | 328 | | MT | | 12,257/MT | | 18.04 Million pieces | | 4,020,296 | | kg. of dried flowers | |
Fresh Flowers | | | | | | 7,309,407 | | Pieces | | 0.15 / piece | | 200g / piece | | 1,096,411 | | | |
Other value added flower products | | | | | | 20,000 | | Kg | | 8 / Kg | | | | 160,000 | | Value added packs | |
| | | | | | | | | | | | | | 10,534,960 | | | |
Corporate Sector | | | | | | | | | | | | | | | | | |
SIAF | | | | | | | | | | | | | | | | | |
Consulting and Service | | (m). See above | | 1,934,460 | | | | | | | | | | | | | |
Import and export sales | | n | | 6,459,683 | | | | | | | | | | | | | |
Cattlefish, Squids & mixed seafood | | | | | | 90,016 | | Kg | | 7.43 / Kg | | 4 x 40' | | 668,942 | | Mixed sizes (Frozen) Mainly via Malaysia | |
Salmon | | | | | | 96,000 | | Kg | | 12.61 / Kg | | 4 x 40' | | 1,210,176 | | Large (Frozen) mainly via Chilean agent | |
Live Mud Crabs | | | | | | 132,000 | | Kg | | 12.91 / Kg | | 10 Kg / box | | 1,704,753 | | Live (Large - from 05 Kg each) from Madagascar | |
Live Flower Pattern Eels | | | | | | 132,000 | | Kg | | 21.79 / Kg | | 10 Kg / box | | 2,875,812 | | Live (from 1 Kg / Piece & upward) Madagascar | |
others | | | | | | | | | | | | | | 6,459,683 | | | |
Total | | | | 70,707,697 | | | | | | | | | | | | | |
66 | ||
Contractual Obligations | | Less than 1 year | | 1-3 years | | 3-5 years | | More than 5 years | | Total | | |||||
Short Term Bank Loan | | | | | $ | 2,439,818 | | | | | | | | | | |
Bonds payable | | | | | $ | 975,000 | | | | | | | | | | |
Long Term Debts | | $ | 0 | | $ | 0 | | $ | 178,920 | | $ | 0 | | $ | 0 | |
Promissory Notes Issued to third parties | | $ | 2,950,414 | | | | | | | | | | | | | |
67 | ||
68 | ||
Date | | | | Issurance of | | Price / share | | Consideration | | Investors | | |||||||
| | | | shares | | | | | received | | Number of Persons / Entities | | ||||||
| | | | # of shares | | US$ | | US$ | | Non-USA | | USA | | |||||
| | | | | | | | | | | | | | | | | | |
As at 30.06.2013 | | Opening Balance | | | 120,173,828 | | | | | | 96,413,610 | | | 241 | | | 5,138 | |
| | | | | | | | | | | | | | | | | | |
02.07.2013 | | Shares issued for workers' entitlements | | | 297,209 | | | 0.45 | | | 133,744 | | | 21 | | | | |
| | | | | | | | | | | | | | | | | | |
05.07.2013 | | Debt Settlements | | | 1,865,297 | | | 0.46 | | | 850,000 | | | 1 | | | | |
| | | | | | | | | | | | | | | | | | |
15.07.2013 | | Debt Settlements | | | 1,323,222 | | | 0.45 | | | 600,000 | | | 1 | | | | |
| | | | | | | | | | | | | | | | | | |
02.08.2013 | | Debt Settlements | | | 1,843,000 | | | 0.37 | | | 680,000 | | | 1 | | | | |
| | | | | | | | | | | | | | | | | | |
12.08.2013 | | Debt Settlements | | | 1,587,500 | | | 0.40 | | | 635,000 | | | 1 | | | | |
| | | | | | | | | | | | | | | | | | |
05.09.2013 | | Debt Settlements | | | 1,473,710 | | | 0.38 | | | 562,000 | | | 1 | | | | |
| | | | | | | | | | | | | | | | | | |
As at 30.09.2013 | | Total Issued and outstanding shares | | | 128,563,766 | | | | | | 99,874,354 | | | 267 | | | 5,138 | |
69 | ||
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
70 | ||
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit No. | | Description of Exhibits |
| | |
31.1 | | Section 302 Certification of Principal Executive Officer+ |
31.2 | | Section 302 Certification of Principal Financial Officer+ |
32.1 | | Section 906 Certification of Principal Executive Officer and Principal Financial Officer + |
101.INS | | XBRL Instance Document + |
101.SCH | | XBRL Taxonomy Extension Schema Document + |
101.CAL | | XBRL Taxonomy Calculation Linkbase Document + |
101.LAB | | XBRL Taxonomy Labels Linkbase Document + |
101.PRE | | XBRL Taxonomy Presentation Linkbase Document + |
101.DEF | | XBRL Definition Linkbase Document + |
71 | ||
| | SINO AGRO FOOD, INC. |
| | |
November 18, 2013 | By: | /s/ LEE YIP KUN SOLOMON |
| | Lee Yip Kun Solomon |
| | Chief Executive Officer |
| | (Principal Executive Officer |
| | Principal Financial Officer |
| | Principal Accounting Officer) |
November 18, 2013 | By: | /s/ LEE YIP KUN SOLOMON |
| | Lee Yip Kun Solomon |
| | Chief Executive Officer, Director |
| | (Principal Executive Officer |
| | Principal Financial Officer |
| | Principal Accounting Officer) |
November 18, 2013 | By: | /s/ TAN POAY TEIK |
| | Tan Poay Teik |
| | Chief Marketing Officer and Director |
| | |
November 18, 2013 | By: | /s/ CHEN BORHANN |
| | Chen BorHann |
| | Corporate Secretary and Director |
November 18, 2013 | By: | /s/ YAP KOI MING |
| | Yap Koi Ming |
| | Director |
November 18, 2013 | By: | /s/ NILS ERIK SANDBERG |
| | Nils Erik Sandberg |
| | Director |
72 | ||