Contact Information: Contacts: In China: Matt Feng Investor Relations China Tel: 133-1130-0320 matt.feng@agriacorp.com In the U.S.: David Pasquale Senior Vice President U.S. Tel: +914-337-1117 david.pasquale@agriacorp.com
Notification of Late Filing
| Source: Agria Corporation
BEIJING--(Marketwire - June 25, 2009) - Agria Corporation (NYSE : GRO ) (the "Company" or
"Agria"), an innovative China-based agri-solutions provider, today
announced it would file a Form 12b-25 with the U.S. Securities and Exchange
Commission regarding the late filing of the Company's annual report on Form
20-F for the fiscal year ended December 31, 2008 (the "2008 20-F").
Agria has been unable to complete its 2008 20-F within the prescribed time
because of delays in completing the preparation of its annual financial
statements. The delays have been caused by two investigations conducted at
the direction of the Audit Committee which are currently underway and a
delay in the independent valuation of the Company's biological assets,
including sheep and date trees, that is being conducted by an independent
valuation firm.
One such investigation related to allegations that were made by a former
employee of Primalights III Agricultural Development Co., Ltd. ("P3A"), a
consolidated affiliated entity of the Company. One allegation related to
the number of sheep purchased by P3A in August 2008 and the price that P3A
paid for these sheep. Another allegation related to the authenticity of
certain of P3A's sales contracts, bank statements, and tax invoices. The
Audit Committee has retained an independent international counsel, DLA
Piper, to conduct investigations of these allegations. DLA Piper
preliminarily concluded that the allegation regarding P3A's contracts, bank
statements, and tax invoices was unfounded. DLA Piper has conducted a
review of documents provided by P3A in relation to the sheep purchase.
While the number of sheep purchased by P3A has been verified by DLA Piper's
document review, the final investigation of the allegation relating to the
purchase of sheep is still ongoing.
In addition, the Audit Committee has also retained an independent PRC
counsel, King &Wood PRC Lawyers, to investigate and verify the chain of
titles with respect to two parcels of farm land leased by P3A in 2008. This
investigation and verification of land titles required interviews with and
gathering a long chain of title documents from third parties, including
local authorities, and such third parties were not able to comply with the
request of the independent PRC counsel promptly, which has delayed the
progress of this investigation.
Pending the completion of these investigations and the independent
valuation of our biological assets, the Company's board of directors has
not approved the annual financial statements of the Company for the year
ended December 31, 2008 and as a consequence the auditor is unable to
complete its audit of the financial statements for that year or to issue an
audit opinion. Given that the final conclusions of the ongoing
investigations are not yet known and may be different than the preliminary
conclusions to date, the Company is not able to estimate at this time when
the investigations or the audit will be completed and when the 2008 20-F
will be filed or the results of the pending work.
About Agria Corporation
Agria Corporation (NYSE : GRO ) is an innovative China-based agri-solutions
provider focusing on research and development, production and distribution
of three different types of upstream agricultural products. Its diversified
portfolio of products comprises corn seeds, sheep breeding and seedlings,
including proprietary products. For more information about Agria
Corporation, please visit www.agriacorp.com.
Safe Harbor Statement:
This announcement contains forward-looking statements. These statements are
made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "confident" and
similar statements. Agria may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange
Commission on Forms 20-F and 6-K, etc., in its annual report to
shareholders, in press releases and other written materials and in oral
statements made by its officers, directors or employees to third parties.
Statements that are not historical facts, including statements about
Agria's beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties. A
number of important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Potential risks and
uncertainties include, but are not limited to, those risks outlined in
Agria's filings with the U.S. Securities and Exchange Commission. All
information provided in this press release is as of the date of this
announcement unless otherwise stated, and Agria does not undertake any
obligation to update any forward-looking statement, except as required
under applicable law.