UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K/A
Amendment No. 1
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012 | |
OR | |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ |
COMMISSION FILE NO. 001-34444 |
YONGYE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA | 20-8051010 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6th Floor, Suite 608, Xue Yuan International Tower,
No. 1 Zhichun Road, Haidian District, Beijing, PRC
(Address of principal executive offices)
+86 10 8231 8866
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value US$0.001 per share | NASDAQ Global Select Market |
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ¨ No x
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yesx No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer £ | Accelerated Filer x | Non-Accelerated Filer £ | Smaller Reporting Company £ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £ No x
The aggregate market value of the 39,573,497shares of common equity stock held by non-affiliates of the Registrant was approximately US$122,282,106 on the last business day of the Registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on the most recent date on which a trade in such stock took place prior thereto.
There were a total of 50,685,216 shares of the registrant’s Common Stock, par value US$0.001 per share, outstanding as of March 9, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2012 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
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EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Yongye International Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on April 1, 2013, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101, which provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language), and to update Item 15 “Exhibits and Financial Statement Schedules” to reflect the furnishing of Exhibit 101.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.
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ITEM 15. Exhibits and Financial Statement Schedules
Exhibit No. | Description | |
2.1 | Share Exchange Agreement, dated as of April 17, 2008.(1) | |
2.2 | Articles of Merger with Agreement and Plan of Merger.(6) | |
3.1 | Amended Articles of Incorporation.(1) | |
3.2 | Articles of Merger with Agreement and Plan of Merger.(6) | |
3.3 | Bylaws.(5) | |
3.4 | Certificate of Designation. (10) | |
4.1 | Form of Investor Warrant (i).(1) | |
4.2 | Form of Investor Warrant (ii).(1) | |
4.3 | Form of Placement Agent Warrant.(5) | |
4.4 | Registration Rights Agreement, dated as of April 17, 2008.(1) | |
4.5 | Registration Rights Agreement, dated as of September 5, 2008.(2) | |
4.6 | Registration Rights Agreement, dated as of May 9, 2009.(3) | |
4.7 | Registration Rights Agreement, dated as of May 29, 2011. (10) | |
10.1 | Securities Purchase Agreement, dated as of April 17, 2008.(1) | |
10.2 | Cooperation Agreement dated January 15, 2008 by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and Yongye Nongfeng Biotechnology Co., Ltd.(1) | |
10.3 | Sino-foreign Cooperative Joint Venture Contract, dated November 16, 2007 by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and Asia Standard Oil Limited.(1) | |
10.4 | Supplemental Agreement to the Sino-foreign Cooperative Joint Venture Contract by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and Asia Standard Oil Limited.(1) | |
10.5 | Securities Purchase Agreement, dated as of September 5, 2008.(2) | |
10.6 | Make Good Escrow Agreement, dated as of September 5, 2008.(2) | |
10.7 | Securities Purchase Agreement, dated as of May 8, 2009.(3) | |
10.8 | Employment Contract of Zishen Wu, dated as of March 12, 2012 (effective January 1, 2010), and amendments thereto. (11) | |
10.9 | Employment Contract of Sam (Yue) Yu, dated as of March 12, 2012 (effective March 25, 2009), and amendment thereto. (11) | |
10.10 | Employment Contract of Nan Xu, dated as of March 12, 2012 (effective September 1, 2011). (11) | |
10.11 | Form of Non-Independent Director Contract.(5) | |
10.12 | Form of Independent Director Contract.(5) | |
10.13 | Form of Vehicle Usage Agreement. (8) | |
10.14 | Working Capital Loan Contract dated April 2, 2011, by and between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China Everbright Bank, Hohhot Branch. (9) | |
10.15 | Working Capital Loan Contract dated April 18, 2011, by and between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China Everbright Bank, Hohhot Branch. (9) | |
10.16 | Maximum Amount Guarantee Contract dated April 2, 2011, by and between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China Everbright Bank, Hohhot Branch. (9) | |
10.17 | Comprehensive Credit Facility Agreement dated April 2, 2011, by and between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China Everbright Bank, Hohhot Branch. (9) | |
10.18 | Securities Purchase Agreement, dated as of May 29, 2011. (10) | |
10.19 | Stockholders’ Agreement, dated as of May 29, 2011. (10) | |
10.20 | Pledge Agreement, dated as of May 29, 2011. (10) | |
10.21 | Loan Agreement dated December 23, 2011 by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and China Citic Bank, Hohhot Branch. (11) | |
10.22 | Maximum Amount Pledge Contract; dated December 23, 2011, by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and China Citic Bank, Hohhot Branch. (11) | |
10.23 | Loan Agreement dated December 26, 2011 by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and China Citic Bank, Hohhot Branch. (11) | |
10.24 | Personal Property Pledge Contract, dated December 23, 2011, by and between Inner Mongolia Yongye Biotechnology Co., Ltd. and China Citic Bank, Hohhot Branch. (11) | |
10.25 | Working Capital Loan Agreement dated April 28, 2012 between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China Everbright Bank, Hohhot Branch. (12) |
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10.26 | Maximum Amount Guarantee Contract dated April 28, 2012 between Zishen Wu and China Everbright Bank, Hohhot Branch. (12) | ||
10.27 | Maximum Amount Guarantee Contract dated April 28, 2012 between Ping Yi and China Everbright Bank, Hohhot Branch. (12) | ||
10.28 | Working Capital Loan Contract dated June 20, 2012 between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and China International Trust and Investment Corporation (CITIC), Hohhot Branch. (12) | ||
10.29 | Working Capital Loan Contract dated November 13, 2012 between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and Shanghai Pudong Development Bank.* | ||
10.30 | Guarantee Engagement Contract between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and Inner Mongolia Dinxing Guarantee Co., Ltd.* | ||
10.31 | Counter-Guarantee Pledge Contract between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and Inner Mongolia Dinxing Guarantee Co., Ltd.* | ||
10.32 | Domestic Letter of Credit Financing Master Agreement dated December 5, 2012 between Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd. and China International Trust and Investment Corporation (CITIC), Hohhot Branch.* | ||
10.33 | Fufaiting Financing Contract dated December 5, 2012 between Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd. and China International Trust and Investment Corporation (CITIC), Hohhot Branch.* | ||
14 | Code of Ethics.(7) | ||
21 | Subsidiaries of the Registrant.* | ||
23 | Consent of KPMG, an independent registered public accounting firm.* | ||
99.1 | Certificate of Scientific and Technological Advancements granted by the Inner Mongolia Autonomous Region Science and Technology Bureau, dated December 8, 2008.(5) | ||
99.2 | Consent of Scientific and Technological Advancements granted by the Inner Mongolia Autonomous Region Science and Technology Bureau, dated December 8, 2008.(5) | ||
Wuchuan County Government's approval of Wuchuan Shuntong's Lignite Coal Resource Project, dated May 10, 2009. (10) | |||
Wuchuan County Government's approval of the transfer of the Lignite Coal Resource Project from Wuchuan Shuntong to Inner Mongolia Yongye Fumin Biotechnology Limited, dated July 28, 2010. (10) | |||
Inner Mongolia Government's approval of the change of the title for the Lignite Coal Resource Project from Wuchuan Shuntong to Inner Mongolia Yongye Fumin Biotechnology Limited, dated December 3, 2010. (10) | |||
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||
32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).* | ||
101.INS | XBRL Instance Document** | ||
101.SCH | XBRL Taxonomy Extension Schema Document** | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | ||
* | Filed as an exhibit to the original Form 10-K for the fiscal year ended December 31, 2012, filed April 1, 2013. |
** | Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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(1) | Incorporated by reference herein to the Report on Form 8-K filed on April 22, 2008. |
(2) | Incorporated by reference herein to the Company’s Registration Statement on Form S-1/A (Reg. No. 333-150949) filed with the Securities and Exchange Commission on September 9, 2008. |
(3) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2009. |
(4) | Incorporated by reference herein to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2009. |
(5) | Incorporated by reference herein to the Company’s Registration Statement on Form S-1 (Reg. No. 333-159892) filed with the Securities and Exchange Commission on June 11, 2009. |
(6) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2009. |
(7) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2009. |
(8) | Incorporated by reference herein to the Company’s Registration Statement on Form S-1/A (Reg. No. 333-159892) filed with the Securities and Exchange Commission on August 13, 2009. |
(9) | Incorporated by reference herein to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2011. |
(10) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2011. |
(11) | Incorporated by reference herein to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2012. |
(12) | Incorporated by reference herein to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
YONGYE INTERNATIONAL, INC. | ||
Date: April 1, 2013 | By: | /s/ Zishen Wu |
Name: Zishen Wu | ||
Title: Chief Executive Officer | ||
Date: April 1, 2013 | By: | /s/ Sam Yu |
Name: Sam Yu | ||
Title: Chief Financial Officer |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
Date: April 1, 2013 | By: | /s/ Zishen Wu |
Name: Zishen Wu | ||
Title: Chief Executive Officer and Chairman (principal executive officer) | ||
Date: April 1, 2013 | By: | /s/ Sam Yu |
Name: Sam Yu | ||
Title: Chief Financial Officer (principal financial and accounting officer) | ||
Date: April 1, 2013 | By: | /s/ Nan Xu |
Name: Nan Xu | ||
Title: Director | ||
�� | ||
Date: April 1, 2013 | By: | /s/ Homer Sun |
Name: Homer Sun | ||
Title: Director | ||
Date: April 1, 2013 | By: | /s/ Xiaochuan Guo |
Name: Xiaochuan Guo | ||
Title: Director | ||
Date: April 1, 2013 | By: | /s/ Rijun Zhang |
Name: Rijun Zhang | ||
Title: Director | ||
Date: April 1, 2013 | By: | /s/ Xindan Li |
Name: Xindan Li | ||
Title: Director | ||
Date: April 1, 2013 | By: | /s/ Sean Shao |
Name: Sean Shao | ||
Title: Director |
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