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| UNITED STATES | OMB Number: 3235-0058 |
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| SEC FILE NUMBER | |
| FORM 12b-25 | 000-52416 |
| NOTIFICATION OF LATE FILING | CUSIP NUMBER |
| G21117109 | |
| (Check one): £ Form 10-K S Form 20-F £ Form 11 -K £ Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR |
| For Period Ended: December 31, 2011 |
£ Transition Report on Form 10-K £ Transition Report on Form 20-F £ Transition Report on Form 11-K £ Transition Report on Form 10-Q £ Transition Report on Form N-SAR |
| For the Transition Period Ended: | _________________________________________________ |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
PART I — REGISTRANT INFORMATION
China TopReach Inc.
Full Name of Registrant
Not Applicable
Former Name if Applicable
6th Floor, San Shan Tower
No. 59 Dongjie Street
Address of Principal Executive Office (Street and Number)
Fuzhou City, China 350001
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
| (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| x | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant is unable to file its Annual Report on Form 20-F for the year ended December 31, 2011, within the prescribed time period because the information required for an accurate and full completion of the report, including but not limited to the financial statements that form a part thereof, could not be provided within the prescribed time period without unreasonable effort or expense. The registrant expects to file its Annual Report on Form 20-F as soon as practicable, and in no event later than the fifteenth calendar day following the prescribed due date.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Chen Zhi | +86-591 | 88310920 |
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). | |
| Yes x No ¨ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? | |
| Yes ¨ No x |
China TopReach Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | April 30, 2012 | By. | /s/ Tiezhu Zhang | |
| Name. | Tiezhu Zhang | |||
| Title. | Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
