BEIJING, Jun 25, 2009 (MARKETWIRE via COMTEX) -- 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.
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
SOURCE: Agria Corporation
mailto:matt.feng@agriacorp.com
mailto:david.pasquale@agriacorp.com