UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2019~~ 2020

Commission File Number: 000-54191

SINO AGRO FOOD, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	33-1219070	~~33-1219070~~
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification Number)
(State or Other Jurisdiction ofIncorporation)	(IRS Employer Identification Number)

Room 3520, Block A, China Shine Plaza

No. 9 Lin He Xi Road

Tianhe District, Guangzhou City, P.R.C. 510610

(Address of principal executive offices, including zip code)

Registrant’s Telephone Number, including area code: (~~860~~+86) -20 ~~22057860~~-22116293

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ o No x

Indicate by check mark whether the ~~registrant~~ registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨o

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). Yes x No ¨o

Indicate by check mark if disclosure of ~~delinquent~~ delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this annual ~~Form 10-K~~report or any amendment to this ~~Form 10-K~~annual report. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer xo Smaller Reporting Company x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The aggregate market value of the voting ~~stock~~ stock held by non-affiliates of the issuer on ~~December 3th,~~June ~~2019~~16th 2021, based upon the $0.07086 per share closing price of such stock on that date, was in round figure of $35,~~497~~118,~~453~~413.00.

There were 5960,~~963~~356,~~607~~776 shares of our common ~~stock~~ stock issued and outstanding asconsisting ~~at December 31~~59,516,423 ~~2020.~~free trading shares and 840,353

Documents incorporated by reference: None

FORWARD-LOOKING STATEMENTS

This Annual Report ~~on Form 10-K (the “Annual Report”)~~ contains “forward-looking statements,” within the meaning of ~~Section 27A of~~ the Private Securities Litigation Reform Act of ~~1933,~~ 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ~~These~~The ~~statements~~Company ~~relate~~intends tosuch ~~future~~forward-looking ~~events~~statements orto ~~our~~be covered by ~~future~~the ~~financial~~safe ~~performance.~~harbor Weprovisions ~~have~~for ~~attempted~~forward-looking tostatements ~~identify~~contained ~~forward~~in Section 21E of the Exchange Act. Forward-looking statements can be identified by ~~terminology~~the ~~including~~use ~~“anticipates,”~~ of ~~“believes,”~~forward-looking ~~“expects~~terminology,” ~~“can,”~~such as “~~continue~~estimates,” “~~could~~projects,” “~~estimates~~plans,” “~~expects~~believes,” “~~intends~~expects,” “~~may~~anticipates,” “~~plans~~intends,” ~~“potential,”~~or ~~“predict,”~~ the ~~“should”~~negative thereof or ~~“will”~~other variations thereon, or ~~the~~by ~~negative~~discussions of ~~these~~strategy ~~terms~~that orinvolve ~~other~~risks ~~comparable~~and ~~terminology.~~uncertainties These statements ~~are only~~reflect ~~predictions;~~management’s ~~uncertainties~~current beliefs and ~~other~~are ~~factors~~based ~~may~~on ~~cause~~information ~~our~~now ~~actual~~available ~~results,~~to ~~levels~~it. ~~of activity~~Accordingly, ~~performance~~these orstatements ~~achievements~~ are subject to becertain ~~materially~~risks, ~~different~~uncertainties ~~from~~and ~~any~~contingencies that ~~future~~could ~~results,~~cause ~~levels~~the orCompany’s ~~activity~~actual results, performance or achievements in 2017 and beyond to differ materially from those expressed in, or implied by, ~~these forward-looking~~such statements. ~~Although~~Such westatements, ~~believe~~include, ~~that~~but are not limited to, statements contained in this Annual Report relating to the ~~expectations~~Company’s ~~reflected~~business, financial performance, business strategy, recently announced transactions and capital outlook. Important factors that could cause actual results to differ materially from those in the forward-looking statements ~~are~~include: ~~reasonable~~a continued decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the impact of any litigation or infringement actions brought against us; competition from other providers and products; the inability to raise capital to fund continuing operations; changes in government regulation; the ability to complete customer transactions, weand ~~cannot~~other ~~guarantee~~factors ~~future~~relating ~~results~~to our industry, ~~levels~~our operations and results of ~~activity~~operations and any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, ~~performance~~or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or ~~achievements~~planned. ~~Our~~The ~~expectations~~Company ~~are~~has asbeen ofseverely impacted by the effects ~~date~~of COVID-19 “Pandemic 2020”, which effects continue to this ~~Annual Report~~day isas ~~filed,~~such ~~and~~presently wethe Company do not ~~intend~~have the ability to ~~update~~control ~~any~~the exact timing of ~~the~~progresses in moving forward of its business plans tangibly except best effort basis. Readers of this Annual Report should not place undue reliance on any forward-looking statements. ~~after~~Except ~~the~~as ~~date~~required ~~this~~by ~~Annual~~federal ~~Report~~securities islaws, ~~filed~~the Company undertakes no obligation to ~~confirm~~update or revise these forward-looking statements to ~~actual~~reflect ~~results,~~new ~~unless~~events ~~required~~or ~~by law~~uncertainties.

~~This~~You ~~Annual~~should ~~Report~~read ~~also~~the ~~contains~~following ~~estimates and~~discussion ~~other statistical data made by independent parties~~ and ~~by us relating to market size and growth and other industry data. This~~analysis ~~data involves a number~~ of ~~assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified~~ the ~~statistical~~financial ~~and~~condition ~~other industry data generated by independent parties~~ and ~~contained~~results inof ~~this~~operations ~~Annual Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates~~ of ~~our future performance and~~ the ~~future~~Company ~~performance~~together ofwith the ~~industries~~financial instatements ~~which we operate are necessarily subject to a high degree of uncertainty~~ and ~~risk~~the ~~due~~related tonotes ~~a variety of factors, including those described~~presented ~~in “Risk Factors” and elsewhere in this Annual Report~~herein. ~~These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.~~

~~PART I~~In this Annual Report, unless the context requires otherwise, references to the “Company,” “Sino Agro,” “SIAF,” “we,” “our company” and “us” refer to Sino Agro Food, Inc., a Nevada corporation together with its subsidiaries.

~~ITEM~~Part 1. ~~DESCRIPTION OF BUSINESS~~Business

InBack this Annual Report, unless the context requires otherwise, references to the “Company,” “Sino Agro,” “SIAF,” “we,” “our company” and “us” refer to Sino Agro Food, Inc., a Nevada corporation together with its subsidiaries.Ground：

~~BUSINESS~~Sino Agro Food, Inc.

~~Sino~~SIAF ~~Agro~~is ~~Food~~an agriculture technology and natural food holding company with principal operations in the People’s Republic of China. The Company acquires and maintains equity stakes in a cohesive portfolio of companies that SIAF forms according to its core mission to produce, ~~Inc~~ distribute, market and sell natural, sustainable protein food and produce, primarily seafood and cattle, to the rapidly growing middle class in China. SIAF provides financial oversight and strategic direction for each company, and for the interoperation between companies, stressing vertical integration between the levels of the Company’s subsidiary food chain. The Company owns or licenses patents, proprietary methods, and other intellectual properties in its areas of expertise. SIAF provides technology consulting and services to joint venture partners to construct and operate food businesses, primarily producing wholesale fish and cattle. Further joint ventures market and distribute the wholesale products as part of an overall “farm to plate” concept and business strategy.

SIAF is an agriculture technology and natural food holding company with principal operations in the People’s Republic of China. The Company acquires and maintains equity stakes in a cohesive portfolio of companies that SIAF forms according to its core mission to produce, distribute, market and sell natural, sustainable protein food and produce, primarily seafood and cattle, to the rapidly growing middle class in China. SIAF provides financial oversight and strategic direction for each company, and for the interoperation between companies, stressing vertical integration between the levels of the Company’s subsidiary food chain. The Company owns or licenses patents, proprietary methods, and other intellectual properties in its areas of expertise. SIAF provides technology consulting and services to joint venture partners to construct and operate food businesses, primarily producing wholesale fish and cattle. Further joint ventures market and distribute the wholesale products as part of an overall “farm to plate” concept and business strategy.2

~~Revenues~~The byCompany ~~division~~(SIAF) ~~were~~has asbeen ~~follows~~established (since 2007 with major activities in ~~millions~~agriculture ofindustry Uproducing food produces and products (as primary producer) using modern technologies introduced and transferred mainly from Australia.S SIAF became a SEC fully reporting company since 2010. ~~dollars):~~The Company employs a strategy of vertical integration from primary production through processing, distribution and marketing of high quality, organic food products in the food value chain. China’s fast growing middle class is creating rapidly rising demand for gourmet and high-quality protein food.

Division (on Sales of Goods)	2019		2018
Fisheries (CA) (Discontinued operation from October 5, 2016)	$		$	-
Organic Fertilizer (HSA, SJAP & QZH)		26.9		28.9
(QZH derecognized as variable interest entity from December 30, 2017)
Cattle (MEIJI)		36.2		29.6
Plantation (JHST)		4.6		3.6
Corporate, Marketing & Trading (SIAF)
Total Revenues derived on sales of goods		66.2	$	68.5

The Company’s operations and strategy are executed through a number of subsidiaries located in China, and the Company contributes financial oversight and strategic direction to otherwise independent management teams which employ the Company’s intellectual property and proprietary methods.

Division (on consulting & services)	2019		2018
CA (Fishery related developments)	$		$
Total Revenues derived on consulting & services	$	1.7	$	11.1

The Company has been severely impacted by the effects of COVID-19 “Pandemic 2020”, which effects continue to this day as such presently the Company is no longer a fully reporting company and has dropped from quoting on OTCQX to OTC Pink sheet from September 2020 onward due primarily to the Company’s auditors, which are located in Hong Kong, have been unable to do on-site inspections of the Company’s operations in China due to COVID-19 restrictions to complete the audit of 2019 and 2020. So Basically SIAF is delinquent in its Form 10-Ks for fiscal year end 2019 and 2020, Form 10-Qs for periods ended March 31, 2020, June 30, 2020, September 30, 2020, and March 31, 2021. It will need to amend and restate filings going back to December 31, 2019 to be able to apply to become a fully reporting company.

~~History~~The aggregate market value of the voting stock held by non-affiliates of the issuer on June 16th 2021, based upon the $0.086 per share closing price of such stock on that date, was in round figure of $5,118,413.00.

~~The~~There ~~Company,~~were ~~which was formerly known as Volcanic Gold~~60, ~~Inc. and A Power Agro Agriculture Development~~356, ~~Inc.,~~776 ~~was~~shares ~~incorporated on October 1, 1974 in the State~~ of ~~Nevada.~~our ~~The~~common ~~Company was formerly engaged in the mining and exploration business but ceased the mining and exploring business~~stock inissued ~~2005. On 24 August 2007, the Company entered into a merger~~ and ~~acquisition~~outstanding ~~agreement~~consisting ~~with CA~~59,516,423 afree ~~Belize~~trading ~~corporation~~shares and ~~its~~ ~~subsidiaries CS and CH. Effective of the same date~~840,353 CArestricted ~~completed~~shares aas ~~reverse~~at ~~merger~~June ~~transaction~~16th ~~with the Company~~2021.

~~For~~In ~~two~~Fiscal ~~years~~year ~~after~~ended ~~its~~31.12.2020 ~~introduction in China,~~ the Company’s strategy ~~operated~~is into ~~the~~manage ~~dairy segment, but sold the dairy business in December of 2009~~ and ~~began~~operate ~~to implement~~ its ~~five-year~~ ~~plan~~businesses tounder ~~develop~~three ~~its~~(3) ~~vertically~~business ~~integrated~~divisions ~~business~~or ~~operations~~units ~~consisting~~on ofa ~~(i) cattle~~standalone ~~fattening~~basis and ~~production of~~to ~~beef~~generate ~~products~~ revenues and ~~(ii) cultivation~~incomes offrom ~~fish~~the ~~and~~consolidated ~~prawn~~results ~~and~~of ~~related~~operations ~~products.~~as follows:

~~Our~~Business ~~principal~~(1): ~~executive~~The ~~office~~Fishery Division is ~~located~~operating atunder ~~Room~~Capital ~~3520,~~Award ~~35th~~Inc. ~~Floor~~(CA), ~~Block~~a A,fully ~~China~~owned ~~Shine~~subsidiary ~~Plaza~~of the Company, ~~No. 9~~with ~~Lin~~major Heactivity Xiin ~~Road,~~providing engineering consulting and services ~~Tianhe~~and ~~District~~technology, ~~Guangzhou~~fishery ~~City,~~developments ~~Guangdong~~global ~~Province,~~(excluding ~~PRC,~~China) ~~510610~~and agriculture developments global.

Business (2): The ~~table~~Corporate ~~below~~and ~~provides~~Other anDivision is ~~overview~~operation ofunder the corporation’s business operational teams consisting staff members from CA as well as from SIAF’s ~~key~~Guangzhou ~~events~~office, with major activity in ~~the~~trading ~~development~~(importing) of agriculture food commodities and frozen food products that are marketed and sold in China and the ~~business~~(exporting from China) of ~~the~~agricultural ~~Company~~plants and equipment to South Africa.

Year	Event
2006	•	Initiates agriculture and aquaculture consulting activities in China.
2007	•	Changes name from A Power Agro Agriculture Development, Inc. to Sino Agro Food, Inc.
	•	Acquires the Belize holding company Capital Award. Today, Capital Award is the Company’s subsidiary operating many of the Company’s aquaculture activities.
	•	Acquires the dairy operations through a 78 percent ownership stake in ZhongXing Agriculture and Husbandry.
	•	Acquires the HU Plantation through a 75 percent ownership stake in Jiang Men City Heng Sheng Tai Agriculture Development.
2009	•	Conducts a strategic review and divests the dairy business in December due to poor industry fundamentals with control of the industry concentrated in a few very large value-added manufacturers.
	•	Founded Qinghai Sanjiang A Power Agriculture (“SJAP”). SJAP manufactures bioorganic fertilizer, livestock feed and develops other agriculture projects in the County of Huangyuan, in the vicinity of Xining City, Qinghai Province.

Business (3): The Leasing and Sub-contracting Division of the following operations:

-(a). 1The -fertilizer manufacturing and piggery operation of HSA (Hunan Shenghua A Power Agriculture Development Co. Ltd.)

2010	•	Creates a five-year plan to develop vertically integrated businesses in primary production, distribution and marketing of beef cattle, beef products and seafood through proprietary recirculating aquaculture systems.
	•	Begins construction of the Company’s first fish farm, Fish Farm 1, with targeted capacity of 1,000 metric tons per year.
2011	•	Begins construction of Prawn Farm 1 & 2, Cattle Farm 1 and Fish Farm 2.
	•	Becomes a fully reporting SEC company on the OTCQB (as defined below).
2012	•	Acquires a 75 percent ownership in Fish Farm 1 and Cattle Farm 1. Advances construction of Cattle Farm 2 and Wholesale Center 1 in Guangzhou.
	•	Produces 1,800 MT of seafood and raises 6,000 head of cattle.
2013	•	Closes the Zhongshan Prawn Farm agreement, targeting production of 10,000 MT of prawn p.a. in 2016/2017 and 100,000 MT in 2024.
	•	SJAP awarded Dragon Head Enterprise status by the Qinghai provincial government.
	•	Mr. George Yap and Mr. Nils-Erik Sandberg join SIAF’s Board of Directors, as independent directors.
	•	Produces 4,700 MT of seafood and raises 15,000 head of cattle.
2014	•	SJAP’s abattoir and meat processing facilities commence operations. SJAP signs supplier and concession agreements with Tesco, PLC China for packaged meat products.
	•	Advances construction of a wholesale and distribution center in Shanghai, targeting ultimate capacity of 12,000 MT of meat and 6,000 MT of seafood per annum.
	•	Mr. Anthony Soh and Mr. Dan Ritchey join SIAF’s Board of Directors as independent directors.
	•	Ms. Olivia Lai is hired as Chief Financial Officer.
	•	Produces 5,600 MT of Seafood and raises 26,000 head of cattle during 2014.
2015	•	The Company announces a long-term vision to become a leading sustainable aquaculture company focused on organically farmed fish and prawns.
	•	Wholesale Center 2 in Shanghai initiates operations
	•	Mr. Bertil Tiusanen is hired as Chief Financial Officer. Ms. Lai becomes the Company’s Chief Corporate Affairs Officer.
	•	The Company announces contemplated plan to divest its aquaculture operations and seek a separate listing on the Oslo Stock Exchange.

(b). The plantation operation of JHST (Jiangmen City Heng Sheng Tai Agriculture Development Co., Ltd)

2016	•	The Company was admitted to the Merkur market in Oslo.
	•	The Company upgraded to OTCQX Premier from the OTCQB® Venture Market.
	•	Mr. Bertil Tiusanen resigned as Chief Financial Officer and appointed as SVP Business Development, New Ventures Europe
	•	Officer and Mr. Dan Ritchey appointed as Chief Financial Officer.
	•	The Company’s carve-out of Tri-way resulting in categorization of Tri-way as an Investor in Associate from a subsidiary status. As such, the Company’s fully owned subsidiary namely, Capital Award Inc (CA), retains its main business activity in the sector of technology and engineering consulting and related services, and Tri-way has assumed all activity regarding aquaculture operations and the sale of all products produced by them.
	•	Tri-way has purchased Master Developer and Operating licensing rights from CA for purposes of future development of aquaculture projects in China utilizing CA’s APM-indoor and ODRAS technology, and has contracted with CA to provide its turnkey contractor services for those projects in China.
2017	•	Mr. George Yap resigned as independent director and Audit Committee chairman and member of Nomination Committee.
	•	The Company increased its equity interest in Tri-way from 23.89% to 36.6% in the fourth quarter by converting the amount due from Tri-way into equity interest.
	•	On December 30, 2017 the Company sold its (35.36%) equity in QZH to a third party.
2018	•	Mr. Dan Ritchey passed away on December 1, 2018. As of the date of this Annual Report, the Company has yet to appoint a CFO; consequently, Mr. Solomon Lee currently serves as the Company’s interim CFO.
	•	Mr. Nils Erik Sandberg resigned as independent director and Audit Committee chairman
2019	•	Mr. Colanukuduru Ravindran was appointed as an independent director and the Audit Committee chairman on March 29, 2019.

(C). The cattle (Asian Yellow Cattle) of MEIJI (Macau Eiji Company Limited) and JHMC (Jiangmen City Hang Mei Cattle Farm Development Co., Ltd.)

•In MrFiscal year ended 31.12.2020 ~~Muson~~the ~~Cheung~~Company’s strategy ~~was~~is ~~appointed~~to asderive anfrom ~~independent~~investment ~~director~~incomes ongenerated ~~April~~from ~~11th~~two ~~29,~~(2) ~~2019.~~investees’ unconsolidated results of operations as follows:

•(i). ~~The~~Cattle, ~~company’s~~Beef, ~~common~~Fertilizer ~~stocks~~& ~~were~~Livestock’ and ~~delisted~~Feed ~~from~~operations ~~the~~of ~~Merkur Market (OSLO) from September 10th 2019.~~SJAP

~~• Mr~~(ii). ~~Anthony~~Fishery ~~Soh~~Development ~~resigned~~(China) asand ~~independent~~operations of ~~director~~TWL on(or ~~September~~Twi-way) ~~30th~~(Tri-way ~~2019.~~Industries Limited HK)

• On September 30th 2019, the Company contracted out the following businesses’ operations to the existing management of the corresponding operations: (i). SJAP’s integrated cattle activity to Mr. Zhao Y L, the legal representative and MD of SJAP, (ii). HSA’s manufacturing of fertilizer to Mr. Lee Ping the existing manager of HSA and (iii). JHST’s plantation operation and MEIJI’s cattle operations to Mr. Fang ZhiJun, the existing manager of both operations.3

-Please 2find -our company’s legal structure chart listed below;

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~~• On September 30th 2019, Mr. Solomon Lee resigned as the Chairman of SJAP resulting in categorization of SJAP as an Investor in Associate from a subsidiary status.~~4

•A Onsummary ~~September~~of ~~30th~~each ~~2019,~~business ~~Tri-way~~division ~~terminated the farms’ management contracts~~ and ~~ceased~~operations is ~~the~~described ~~operation of Aqua-farm 4 and 5 due to the unsatisfactory performances of the said farms of the past 3 years (from 2017 to 2019)~~below:

~~Background~~1. Businesses Division:

~~After~~· ~~successfully~~Fishery ~~developing~~Division ~~many~~refers ~~aquaculture fishery~~to ~~farms,~~the ~~cattle~~operations ~~farms~~of ~~and~~Capital ~~related~~Award ~~business~~Inc. ~~operations~~ (~~along~~“Capital ~~with~~Award” ~~sales~~or ~~and~~“CA”) ~~marketing~~covering ofits ~~produce~~engineering, technology and ~~products)~~consulting inservice ~~Australia and~~management ~~Malaysia~~of ~~since~~fishery ~~1998~~farms, ~~SIAF’s~~technology ~~management~~transfers ~~team~~and ~~introduced~~seafood ~~our~~sales ~~business~~and ~~activities~~marketing, infishery developments global (excluding China) inand ~~2006.~~agriculture developments global where;

ToCapital ~~accomplish~~Award ~~this,~~generates werevenues ~~use our expertise~~from ~~and~~providing ~~know~~engineering ~~how~~consulting inservices ~~specific~~as ~~agriculture~~turnkey ~~and~~contractors ~~aquaculture technologies. Our “A Power Re-circulating Aquaculture System,” sometimes referred~~ to ~~herein~~owners asand ~~APRAS,~~developers isof afishery ~~patented~~ and ~~proven~~agriculture ~~technology~~projects ~~for~~that ~~indoor fish farming. We have developed modern techniques~~are ~~and~~being ~~technologies~~designed ~~to grow, feed~~ and ~~house~~engineered ~~both~~into ~~fish~~turnkey ~~and~~contracts ~~cattle.~~by ~~These~~Capital ~~are~~Award ~~engineered~~globally ~~into~~(excluding ~~the~~China) ~~designs~~using ~~of,~~its ~~and~~A ~~the~~Power ~~management~~Module ~~systems~~Technology Systems (“APM”) for, ~~indoor~~fishery ~~and~~projects’ ~~outdoor~~developments ~~fishery~~ and ~~cattle~~using ~~farms.~~other ~~Our~~agricultural ~~experience managing crops, and employing~~ technologies, ~~including~~knowhow ~~hydroponic, to work within climate~~ and ~~growing~~patents ~~conditions~~expanded from ~~optimizes~~the ~~production~~development of ~~organic,~~SJAP ~~green~~for ~~and~~agriculture ~~natural~~development ~~agricultural~~projects ~~produce.~~globally as follows:

We(A). ~~have~~Engineering ~~acted~~and asTechnology Services; via Consulting and Service Contracts (“CSC’s”) for the ~~master~~development, ~~engineer~~construction, ~~pioneering~~and supply of ~~the~~plant ~~construction~~and equipment, and ~~building~~management of fishery (and prawn or shrimp) farms and related business operations. From January 2020 up to the date of this annual report CA has not been able to do any fishery project or fishery project development due to the effects of the Pandemic COVID-19 as such, there was no revenue generated from ~~raw~~January ~~land~~2020 ~~into~~to ~~fully~~May ~~operational~~31st ~~facilities~~2021. WeHowever, ~~complete~~the Company and CA have been exploring other possible business opportunities during the ~~construction~~period and ~~building~~SIAF became the joint venture partner of the China Africa Joint Chamber of ~~infrastructure~~Commerce ~~including~~and ~~staff~~Industries ~~quarters,~~(CAJCCI) ~~offices~~which is a non-profit organization established in November 2016 by the China and Africa Governments to plan and to implement agriculture projects and related developments in Africa through development fund of US$60 Billion every three years provided by and granted by the China Government to Africa Nations in Agriculture industry projects and developments etc. In March 2021, development project papers in (i). Development of Trading of exporting dried cassavas to China and exporting of plant and equipment from China to Madagascar and developments of cassavas plantations and related value added processing ~~facilities,~~and ~~storage~~drying of cassavas on 100,000 acres of land in Madagascar and ~~all~~(ii). Development of goat farms and related ~~production~~value ~~facilities.~~added ~~Our~~processing in Madagascar were submitted to CAJCCI ~~management~~and ~~teams~~Government ~~are~~of ~~responsible~~Madagascar; ~~for~~by ~~developing~~early ~~all~~May ~~business~~2021, ~~activities~~both ~~into~~CAJCCI ~~effective~~and the Government of Madagascar gave consents to both projects such that we have obtained official invitation to go to Madagascar to initiate the Projects subjecting to the Pandemic COVID-19 situation and ~~efficient~~conditions will ~~operations~~be improved and controlled, we shall have our team members (including various professionals and professionals from CAJCCI) to assist our current Madagascar management teams of two members in Madagascar to start up the Projects.

~~During~~(B). ~~the~~Seafood ~~past~~Sales ~~years,~~from ~~SIAF~~CA’s projected ~~has~~farms; ~~matured into~~became a ~~company~~discontinued ~~dedicated~~segment toof ~~the~~operations ~~agriculture~~from ~~and~~October ~~aquaculture~~5, ~~industry~~2016 when Tri-way was disposed to other third parties in ~~China~~term Tri-way was reclassified as an unconsolidated equity investee on same date.

Up until 30th September 2019, we maintained operation of our HU Plantation as well as our services in engineering consulting, specializing in the development of two major products, namely meat derived from the rearing of beef cattle and seafood derived from the growth of fish, prawns, eel and other marine species.5

~~From~~l ~~October~~ Corporate & Others Division refers to the trading segment of business operations of the Group named internally under corporate division of Sino Agro Food, Inc., including import/export business and consulting and service operations provided to projects that are not included in the above categories, and not limited to corporate affairs. Over the years up until end of fiscal year 2019 the corporate division imported mainly live seafood from South Africa countries, Vietnam, Thailand, Russian and other nearby countries and frozen beef from Australia and South America countries; however it is due to the interruptions and adverse impacts caused by the Pandemic COVID-19 made it impossible and unprofitable to continue the imports of live seafood, and the poor political relationship between China and Australia in 2020 induced high risks on the imports of Australian beef. The Corporate’s trading division based on standalone figures ended up with a loss of over $1.6 million as at 31.12 2020. However, ~~2016~~over the years the Company has built up a strong base of connections and customers in China that provides an unique opportunity to the Company to develop an additional Trading Platform aiming to generate additional revenues, profits and most importantly positive cash flows, so from July 2020 onward, ~~Tri-way~~ the corporate division started to explore the opportunities of importing some of the China markets’ niche products and managed to start to import from March 2021, frozen chicken (that China imports millions of metric tons annually) and pork products (that China has ~~assumed~~been in shortage since the ~~role~~pandemic asof ~~developer~~European Swine Diseases occurred in 2018 disrupted the domestic supply of ~~aquaculture~~pork ~~projects~~estimated until year 2026), from Brazil, USA, Argentina and other South America countries and (ii). Dried agriculture products (i.e. Dried Cassavas that has vast industrial and consumable food processing applications, that China has an annual short fall of over 4 million MT; peanuts, cashew-nuts, Soybeans that China imports multiples of millions of MT annually, etc.) from South Africa Countries (i.e. Madagascar, Ghana, Nigeria and Cote D’lovire etc.) and Brazil. Although in so far the Company achieved minimal financial impacts, (please refer to a standalone Q1 2021 income statement of the Trading division attached in the later Chapter named Subsequent events). During months of venturing into this trading activity, we experienced many teething problems and obstacles especially with the supplies of the said commodities affected mainly by the said Pandemic situations causing much stringent and constant changes of importation regulations requiring much tougher importation and cargoes release conditions and procedures, précised timely and orderly documentary presentation with the China custom authority and extremely tight controls domestically disorientated all arrangements with CAdomestic ~~contracted~~cold storages and logistic operations etc. resulting in inconstancy of the supplies and untimely deliveries etc. Disregarding all of these difficult consequences and hardship, the Company feels that persistence, tolerance and with time, the trading division will prevailed leading the Company into a positive cash path targeting encourage performances to ~~provide~~show ~~turnkey~~starting ~~contracted~~from ~~services~~the ~~for those~~early ~~projects~~quarter 1 of fiscal year 2022. ’

~~Sino~~Leasing ~~Agro Food Sweden AB Sweden (SIAF AB) was formed in 2016 to provide services to the European shareholders when SIAF listed on the Merkur Market in 2016~~ and ~~SIAF~~subcontracting ~~AB was dissolved in October 2019 after the Company effectively delisted from the Merkur Market in September 2019.~~Division:

~~However~~Over the ~~fully~~years, ~~integrated~~there ~~2nd~~has been significant capital ~~Cattle~~expenditures (CPE) and ~~Beef~~working ~~business~~capital ~~was~~(WC) ~~gradually~~required ~~being~~for ~~scaled~~and ~~down~~employed ~~from~~on ~~year~~the ~~2016~~developments, ~~onward~~expansion ~~after~~and operations of the ~~China~~minor ~~Government~~operational activities ~~relaxed~~that ~~its~~we ~~importation policies~~managed to ~~allow~~fund ~~many~~while ~~countries~~our ~~(i.e.~~two ~~Australia,~~core ~~NZ,~~businesses ~~Countries~~(in ofthe ~~South~~Cattle ~~America~~ and ~~Canada~~beef ~~etc.)~~of toSJAP ~~import~~and ~~beef~~the ~~into~~Fishery ~~China~~of ~~affecting its~~CA) ~~domestic~~were ~~cattle~~generating sufficient ~~rearing~~cash flows and ~~beef~~incomes, ~~industry.~~however ~~SJAP~~after ~~lost~~the incollapse ~~excessive~~ of ~~US$30~~the ~~million~~SJAP’s bybusiness ~~year~~from ~~ended~~2016 ~~December 31st 2017~~ and bythe ~~June 30th~~poor ~~2019,~~performances itof ~~reduced~~the Mega ~~its~~farms ~~large~~from ~~fully~~2017 ~~integrated~~(“Crises”) ~~activity~~for ~~into~~reasons amentioned ~~small~~in ~~operation~~the ~~keeping~~earlier chapters and ~~maintaining~~ the ~~production~~previous ofKs ~~fertilizer~~and atQs ~~less than 8~~reports,~~000~~ MTthe ~~per~~Company is ~~year~~no ~~comparing~~longer toin ~~over~~the ~~35,000~~position MTto ~~per~~support ~~year~~and into ~~2015~~finance ~~and~~ the ~~production~~growth of ~~concentrated~~ ~~live-stock~~these ~~feed~~minor atoperational ~~less~~businesses ~~than~~in ~~3000~~the MTway ~~per~~as ~~year~~they ~~compares~~were tobefore the ~~over 15~~Crises,~~000~~ MTtherefore in ~~2016~~order ~~and~~that ~~fattening~~capital ~~less~~spending ~~than~~could ~~1500~~be ~~heads of~~kept ~~live~~within ~~cattle~~an ataffordable ~~its~~level, ~~own~~the ~~farm~~Company ~~compares~~decided to ~~2015’s~~lease ~~around~~and ~~25,000~~sub-contract the ~~heads~~following ofoperations ~~live~~to ~~cattle~~their ~~reared~~respective ~~and~~operational ~~fattening~~managements byfrom 201st ~~corporative farms~~October ~~that~~2019 ~~consisted~~as ~~over~~such ~~2,000~~there ~~individual~~are ~~farmers~~no ~~collectively.~~sales ~~From~~revenue and ~~1st~~income ~~October 2019~~derived ~~onward,~~from ~~SJAP~~these ~~contracted the~~operations ~~said~~but ~~small~~leasing ~~maintaining~~and ~~operation~~sub-contracting torevenues ~~its~~and ~~existing~~incomes ~~management~~thereon.

The Company currently maintains operations of its services in engineering consulting and specializing in the development of agriculture and aquaculture projects whereas operations of its HU Plantation, Asian “Yellow cattle” demonstration farm, and HSA’s manufacturing of fertilizer were contracted to their respective farm’s management since 30th September 2019.6

~~Financial~~l ~~information~~The operation of ~~all~~Hunan Shenghua A Power Agriculture Co. Ltd. (“HSA”) is in manufacturing and sales of organic fertilizer. From 1st October 2019 the Company contracted out its manufacturing and sales of organic fertilizer to its operational management ~~contracts~~; ~~are~~as ~~being~~such ~~described~~income of HSA is derived mainly from said management contract. Historically, HSA was developed to enhance more sales and profits of SJAP’s fertilizer due to the availability of a direct cargo train service between Xining and Hunan having a station within close proximity to HSA’s operation site and Hunan is a strong agricultural province producing big quantity of rice, tobaccos, tea and multiple varieties of produces that requires large quantity of fertilizer (especially in organic fertilizer due to the MDGovernment’s direction to phase out the application of chemical fertilizer in China). During the period of developing HSA’s business it was discovered that Hunan is big in aquaculture having many and large areas in natural fresh water lakes where aquaculture of fresh water fish is a dominated industry, as such HSA developed a water soluble organic fertilizer specially applied for and by the lake fishery farms to provide nutrients to the water plants and micro-organism for the sea animals etc. Although it was an excellent product but aging receivables were always a big problems to HSA with the fishery operators, the constant up-keeps and replacements of new production plants &A ~~section~~equipment and the forever requirement of expending working areas and buildings to keep up with the productivity and the long (i.e. over 60 days) period of fermentation of raw materials required huge capital funds (both in CPE and WC) that the Company was not able to supply consistently and that was why HSA hasn’t reached its ultimate potential of becoming a multiple millions MT per year producer. However HSA has a block of leased hilly land of 450 Chinese Mu, in which HSA developed 50 Mu originally for a cattle station that was changed into a piggery (with the capacity to hold 4,000 pigs at a time and producing 10,000 heads of pigs per year) in 2017 after the collapse of the local cattle industry. It was necessary to cut half of the hill in the said 50 Mu to get enough leveled land to build the said piggery, then it was discovered that the 450 Mu land consisting many fine sand hills. From 2018 onward the China Government stopped most of the sand mining operations in the country so all of a sudden fine construction sand became a valuable commodity with 2019’s averaged prices (of RMB245 / cubic meter or m3) jumped more than 12 times of 2017’s averaged prices. As such HSA is sitting on a block of valuable property. But sand mining is restricted by the China Government Regulation so it is impossible to obtain any sand mining permits. By September of 2020 the Company strategically designed a business plan for HSA to expand its piggery to produce 200,000 head of pigs per annual using and developing the whole of said 450 Mu that will be financed ultimately by the fine sand recovered from said development’s leveling activities. In this ~~report~~aspect, the related Project’s business plan (including all feasibility, viability and environmental studies) have been prepared with approaches and dialogues have been made with a number of China owned entities aiming to attract enough investors to finance the Project as soon as possible. Although currently the Pandemic effects hinder many businesses’ decisions making it difficult to predict any tangible schedule for this Hunan Project, however, our management team members are working diligently on it hoping that soon a clearer road will be opened to allow them to pick up momentum on the Project.

~~The~~l ~~Company~~Plantation isDivision ~~now~~refers to the ~~investor~~operations of Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. (“JHST”) in ~~two Associates~~the ~~originated~~HU ~~from~~Plantation ~~subsidiary~~business ~~status~~where ~~namely~~dragon ~~SJAP~~fruit flowers (dried and ~~Tri-way~~fresh), crops of vegetables and immortal vegetables (dried) are sold to wholesale and retail markets. JHST’s financial statements are consolidated into the financial statements of Macau EIJI Company Ltd. (“MEIJI”) as one entity. From 1st October 2019 the Company contracted out its plantation operation to its operational management; ~~whereas~~as ~~Tri-way~~such income of JHST is inderived mainly from said management contract. Over the ~~aquaculture~~years, ~~segment~~the ~~contracting out~~Company ~~it’s~~has ~~aqua-farms’~~tried ~~operations~~many means to increase the performances of the plantation (~~inclusive~~of ~~Aqua-farm~~1,250 Chinese Mu) but failed due mainly to the plantation is situated in an area subjecting to heavy rainfalls yearly that induced root diseases to the dragon fruit plants stopping the yield of flowers. 1,250 2Mu ~~and~~plantation ~~3a &~~is btoo small for growing of other selective fruit plants except for the growing of cash crops (i.e. seasonal vegetables etc.), tohowever ~~respective~~growing ~~farm’s~~of ~~managements and~~cash ~~JFD~~crops is labor intensive, ~~it’s~~so ~~fully~~with ~~owned~~the ~~subsidiary~~forever increases of labor and operation costs in China and the seasonal unpredictable sales prices of cash crops, ~~has~~managements of the ~~sole~~Company ~~right~~has yet to ~~market~~find ~~and~~a ~~distribute~~suitable ~~the~~solution ~~said~~for ~~Aqua-farms’~~JHST ~~productions by~~but ~~buying~~keep ~~from~~on trying hoping that eventually a perfect solution will surface to revitalize JHST. In the meantime leasing and ~~selling~~contracting ~~all~~JHST ~~fishery~~‘s ~~productions~~operation ofto its existing operational management will limit the ~~said~~Company’s ~~contracted~~financing ~~aqua-farms~~exposure in both CPE and WC requirements from JHST.

~~Operation~~l Cattle Farm Division refers to the operations of ~~Aqua-farm~~Cattle 4Farm 1 under Jiangmen City Hang Mei Cattle Farm Development Co. Ltd (“JHMC”) where cattle are sold live to third party livestock wholesalers who sell them mainly to Guangzhou and 5Beijing livestock wholesale markets. The financial statements of JHMC are consolidated into MEIJI as one entity along with MEIJI’s operation in the ~~Zhongshen Mega~~consulting and service for development of other cattle farms (e.g., Cattle Farm ~~Development~~2) ~~ceased~~or ~~since~~related ~~September 30th~~projects. ~~2019~~From ~~failing~~1st October 2019 the Company contracted out its cattle operation to its operational management; as such incomes of JHMC are derived mainly from said management contract. JHMC’s ~~original~~business ~~ambition~~strategy in 2018 of changing into fattening of the Asian Yellow Cattle instead of the fattening of conventional breed of cattle (i.e. Angus and Simantals etc.) proven to ~~become one~~be a good strategic change increasing revenues and incomes each year ever since. However this cattle operation is too small (with. Cattle Farm 1 and 2 operate on 500 Chinese Mu) coupling with the increasing of land and development costs making it extremely difficult for the ~~biggest~~Company ~~prawn~~to ~~producers~~finance inits expansion plan at the ~~world~~moment as such by leasing and contracting JHMC’s cattle operation to its existing operational management will provide the Company with a small but steady incomes each year ~~end~~and ofwill ~~2024~~limit capital funding to JHMC until such time the Company is in a better financial position to consider JHMC’s expansion plan.

~~- 3 -~~7

~~Therefore from 1st October 2019 onward, Revenues of the Company are generated from (i)~~2. ~~Incomes~~The derived from CA’s Engineering Consulting and services, (ii). Incomes derived from the contractual agreements of JHST, MEIJI and HSA, (iii). CA’s (or the Corporate) marketing and Trading business and (iv). Incomes generated from its investments in SJAP and Tri-way.Investees

~~Corporate~~SJAP: ~~Acquisitions~~Qinghai Sanjiang A Power Agriculture Co., Ltd

l A fully integrated cattle and beef business was developed from 2008 under SJAP, (a joint venture company incorporated in China whereby SIAF has an equity interest of 45% and the management controlling interest allowing the VIT arrangement with consolidated financial as a subsidiary of SIAF until Q3 2019 when Mr. Solomon Lee resigned the Chairmanship from SJAP), and starting business (or income generated) operation from 2010 (consisting of fertilizer manufacturing, pasture farms, farmers’ corporative, cattle rearing and growing, abattoirs or slaughter operation, value added beef processing and packaging, primary livestock feed producing, industrial concentrated livestock feed manufacturing, marketing networks with retails as well as wholesaling operation etc.); as such by 2016 this cattle and beef segmental business was producing, processing and marketing over 20,000 heads of cattle per year managing more than 2,000 corporative farmers, 50,000 Chinese Mu (equivalent to 8,500 acres) of pasteurized farm land, over 50,000 (square meter, m2)of operational buildings developed on over 400 Chinese Mu (equivalent to about 70 acres) of Industrial and / or commercial zoned land in Huangyuen district of Xining City. In November 2015 the China Government announced a Macro Economic Policy to allow the imports of cattle and beef from many developing and developed countries that impacted adversely and directly to its local cattle and beef industry, all of a sudden the local cattle and beef industry was transformed from a protected industry to a non-protected industry, as such SJAP was on a decline financially since 2016 that took SJAP 3 full years to stop the bleeding capped the losses totaling to S$ 12 million as shown in SIAF’s 10K 31.12 2019 report. On September 5, ~~2007~~30th 2019, weMr. ~~acquired two~~Solomon ~~businesses~~Lee resigned as the Chairman of SJAP resulting in categorization of SJAP as an Investor in Associate from a subsidiary status, and SJAP contracted out its business operations to its existing management. However the ~~People~~adverse impacts of the COVID-19 Pandemic, SJAP again suffered badly with further losses of $1.28 million that was saved by a Government Grant of $1.48 million netting incomes of $200,000 for 2020. It is because SJAP became an investee of SIAF since 01102019 such that its 2020 financial is not detailed in SIAF’s ~~Republic~~annual report 2020 financial report but under Others and Subsequent events of ~~China~~SIAF’s ~~(“PRC”):~~annual report 2020 a separated information memorandum shows SJAP’s 2020 Income Statement.

~~(a) Tri-Way Industries Ltd., Hong Kong (“TRW”) (formerly known as Tri-way Industries Limited), a company incorporated in Hong Kong; and~~8

TWL (or Tri-way) Tri-way Industries Limited: l A fully integrated live fish, shrimps and seafood business from 2010 starting operation with one small in door and on land farm in Enping District Enping City and by 2015 the Company developed and started operations of 4 small to medium sized indoor as well as open land farms in Enping districts Enping City and Zhongzhen Districts Zhingzhen City that we called Aqua-Fish Farm (or AFF) 1, 2, 3a and 3 b producing and marketing over 5,000 (Metric Tons, MT) ~~Macau~~ ~~EIJI~~of live fish, shrimps and seafood per annual under its developed brood stock stations, nursery farms, grow-out farms, R & D stations, wholesale centers, restaurants and marketing net-works etc. and providing aquaculture engineering services to and activating trading relationship with 8 corporative farmers and their related farms. Apart from AFF 1 that the Corporation had 75% equity interest whereas the rest of the aqua-farms (AF2, 3a and 3b) were operated by different China incorporated entities (in accordance with the China Company regulation that operational companies must be registered in the districts where their core-operation are based) and owned by unrelated third parties consisting of various farm developers, suppliers, core farms’ operators, workers and farms’ investors etc. Whereby the Corporation has an executive marketing and sales Contract with all AFFS to market, purchase and sales all of their respective productions derived into one of the Corporation’s main sources of incomes. At the same time in 2015, the Corporation accepted the Zhongshan Government’s invitation to developed aquaculture fish and shrimps farms in a block of leased land measuring over 3,700 Chinese Mu (equivalent to about 650 acres) that was leased from a company owned by the Zhongshen Government whereas the land lease agreement was executed and secured by a newly formed company incorporated at Zhongshen City namely Zhongshen City A Power Agriculture Development Limited Co. ~~Ltd~~(ZSAPADL); whereas the ZSAPADL is the operational company of the Zhongshen Project and owned by a local company and a Hong Kong Company (that are ultimately owned by various third parties consisting of investors, developers and farm operators etc) and SIAF’s fully owned subsidiary CA is its development’s turnkey contractor, engineering services provider, sole marketing and sales agent with the option to purchase and to sell its developed farms’ productions. In the land lease agreement, ~~Macau~~the land was allocated gradually ZSAPADL as and when respective earlier lease holds to other farmers are expired such that there was a total of 1,350 Chinese Mu (equivalent to about 225 acres) available for Phase (1) of the Project’s developments as of year 2015, however during 2018 and 2019, 250 Chinese Mu were given back to the local Government by ZSAPADL for the constructions of highways and a Wet-Land Project involving part of the Project land netting about 1,100 Chinese acres (or the equivalent of less than 200 acres of the Project land available for project developments currently). This particular project’s developments are planned over 10 years in multiple phases and subsequent stages etc. with construction to start in 2015 and operation incomes to be generated from sometimes in 2017 aiming annual production over 100,000 MT by end of year 2025. By the mid-year 2017, we completed almost 85% of the development of two indoor APRAS farms (APM farms) each measuring 9,000 m2 totaling to 18,000m2 of building areas on a block of land of 60 Chinese Mu (equivalent to 10 acres) and 165 open APRAS dams (ODRAS) on about 990 Chinese Mu (equivalent to about 165 acres) of land (Phase 1 stage 1 development) that we called the “~~MEIJI~~Mega Farm”) or Aqua-farm 4 & 5 (~~formerly~~AFF ~~known~~4 & 5). In 2016 The Company’s carve-out of Tri-way resulting in categorization of Tri-way as ~~Macau~~an ~~Eiji~~Investor in Associate from a subsidiary status. As such, the Company’s ~~Limited~~fully owned subsidiary namely, Capital Award Inc. a company incorporated in Belize City, Belize (CA), retained its main business activity in the sector of technology and engineering consulting and related services and Tri-way Industries Limited, a private company incorporated in ~~Macau~~Hong Kong (Tri-way) has assumed all activity regarding aquaculture operations and the sale of all live fish and seafood products produced by all developed APM farms as well as ODRAS Dams. Therefore as from October 1, 2016, all future fishery project development in China using APM-RAS or ODRAS will be developed by Tri-way. CA has been hired by Tri-way as the Company’s turnkey contractor for its fishery developments in China and to provide consultation respective of Tri-way’s operations. CA’s aim, in addition to providing quality service to Tri-way in China, is expecting to expand its reach to introduce and help implement its APM-RAS and ODRAS plant and equipment and services, worldwide. To complete the ~~owner~~transformation of 75Tri-way From October 5th 2016 we brought out the remaining 25% equity interest in ~~Enping~~ “Jiangmen City ~~Juntang~~A ~~Town~~Power ~~Hang~~Fishery ~~Sing~~Development ~~Tai Agriculture~~ Co. Ltd., China” (“~~HST~~JFD”), aand ~~PRC~~sold ~~corporate~~the ~~Sino~~100% equity interest in JFD to Tri-way (inclusive all original assets of its one farm namely Aqua-Fish Farm 1(AFF 1) with other additional assets transferred from work in progress etc.) and converted JFD into a Wholly Owned Foreign ~~joint~~Entity ~~venture~~(WOFE) such that Tri-way is holding 100% equity interest in JFD for $51.226 million; at the same time Triway acquired a Master License from CA for the rights of future development and operation of our APRAS farms in China for $30 million and simultaneously (on October 5th 2016) JFD completed the acquisition: of the assets and operation from owners and investors of four other aquaculture farms (namely Aqua-farm 2, 3 and 4) for $215.56 Million such that the total transformation and acquisition cost of Tri-way at $340 million (in round figure) that were satisfied by 100 million Tri-way shares at unit price of $3.40 / share capitalizing into fully paid-up capital of $340 million (or HK$2.635 billion). Our corporation SIAF was to receive 36.6 million Tri-ways shares (or 36.6% of equity) for the sales of JFD and Master license for 23.89 million (or 23.89% equity) plus the conversion of the amount due from unconsolidated equity investee into equity interest during the fourth quarter of 2017, which resulted in equity interest in Tri-way from 23.89% to 36.60%.

On November 27, 2007, MEIJI and HST established a corporate Sino Foreign joint venture, Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd, China (“JHST”) (formerly known as Jiang Men City Heng Sheng Tai Agriculture Development Co. Ltd.), a company incorporated in the PRC with MEIJI owning a 75% interest and HST owning a 25% interest. HST was dissolved in 2010.9

InWe ~~September 2009,~~announced weour ~~formed~~(good awill) ~~100% owned~~intension ~~subsidiary~~with inthe ~~Macau,~~approval Aof ~~Power~~Tri-way’s ~~Agriculture~~management ~~Development~~of ~~(Macau)~~distributing ~~Ltd~~18.,3% ~~China~~of Tri-way equity interest (~~“APWAM”~~about half of SAIF’s holding) ~~(formerly~~from ~~known~~our 36.6% equity interest to our shareholders and prepared a F1 for filing to SEC accordingly sometimes in 2018 . However complication of USA taxation was one of the major issues that have not been resolved and at that time period Mr. Dan Ritchey was our CFO responsible for the said distribution of Tri-way shares but he passed away on December 1st 2018 as A ~~Power~~such ~~Agro~~we ~~Agriculture~~were ~~Development~~searching for a new CFO and consequently, Mr. Solomon Lee (~~Macau~~I) ~~Limited).~~serves ~~APWAM~~as ~~presently~~the ~~owns~~Company’s ~~45%~~interim CFO that enhanced the delay in processing said distribution of Tri-way shares to SIAF’s shareholders. Also 2019 was a ~~corporate~~traumatic ~~Sino~~year ~~Foreign~~for ~~joint~~the ~~venture~~Corporation having lost the services of our most brilliant CFO, ~~Qinghai Sanjiang~~our Along ~~Power~~time ~~Agriculture~~independent Codirectors namely Mr. ~~Ltd~~Nils Erik Sandberg and Mr. Anthony Soh who have been serving our Corporation since 2010, the recruitment and reappointment of new directors and audit committee members in Mr. Colanukuduru Ravindran and Mr. Muson Cheung, the reorganization of the Corporation’s other segmental operations; The Corporation’s common stocks were delisted from the Merkur Market (~~“SJAP”~~OSLO). from September 10th 2019, On ~~March 23~~September 30th 2019, ~~2017~~the Company contracted out the following businesses’ operations to the existing management of the corresponding operations: (i). SJAP’s integrated cattle activity to Mr. Zhao Y L, athe ~~third~~legal ~~party~~representative and MD of SJAP, ~~Qinghai~~(ii). ~~Quanwang~~HSA’s ~~Investment Management~~manufacturing ~~Company~~of ~~Limited~~fertilizer ~~acquired~~to aMr. 8Lee Ping the existing manager of HSA and (iii).3% ~~equity~~JHST’s ~~interest~~plantation operation and ~~APWAM~~MEIJI’s ~~owned~~cattle 41operations to Mr.~~25%~~ ~~equity~~Fang ~~interest~~Zhi ofJun, ~~SJAP~~the asexisting manager of ~~December 31~~both operations, ~~2017~~ On September 30th 2019, Mr. Solomon Lee resigned as the Chairman of SJAP isresulting ~~engaged~~in categorization of SJAP as an Investor in Associate from a subsidiary status, the ~~business~~preparation of ~~manufacturing~~S1 ~~bioorganic~~and ~~fertilizer,~~S4 ~~livestock~~for ~~feed~~the IPO exercise of 2 million G Series Preferred Shares of the Corporation to be listed on the OTCQX Market and ~~development~~the Derivative Complaint of ~~other~~Heng ~~agriculture projects~~Ren and Co. etc. that involved lots of extra costs in time, money and human resources of the ~~County~~Corporation such that it was not practically possible to carry out said distribution of ~~Huangyuan,~~Tri-way shares in 2019. Year 2020 is another disaster year for the ~~vicinity~~Corporation ofdue to the ~~Xining~~COVID-19 ~~City,~~Pandemic ~~Qinghai~~incurring ~~Province,~~losses ~~PRC.~~in excessive of $100 million (which is an earlier estimate subjecting to final derivation of the segmental accounting departments)

OnSimilarly ~~February 28,~~Tri-way ~~2011,~~experienced ~~TRW~~extremely ~~applied to~~poor ~~form~~operational aperformances ~~corporate~~from ~~joint~~its ~~venture,~~Mega ~~Enping~~Farm ~~City A Power Prawn Culture Development Co. Ltd., China~~ (~~“EBAPCD”) (formerly~~AFF ~~known~~4 as& ~~Enping City Bi Tao A Power Fishery Development Co., Limited~~5), ~~which~~and is incorporated in the PRC. TRW initially owned a 25% equity interest in EBAPFD. On November 17, 2011, TRW formed Jiangmen City A Power Fishery Development Co. Ltd, China (“JFD”) (formerly known as Jiang Men City A Power Fishery Development Co., Limited) in which it acquired a 25% equity interest, while withdrawing its ~~25%~~incomes ~~equity interest~~ in ~~EBAPFD.~~2017 As of December 31, 2011, we had invested $1,258,607 in JFD. JFD operates an indoor fish farm. On January 1, 2012, we acquired an additional 25% equity interest in JFD for total cash consideration of $1,662,365. On April 1, 2012, we acquired an additional 25% equity interest in JFD for the amount of $1,702,580. Prior to ~~October 5th~~2019 ~~2016~~were wegenerated ~~owned~~mainly afrom ~~75% equity interest in JFD and control its board of directors. As of September 30, 2012, we had consolidated~~ the ~~assets and~~ operations of ~~JFD.~~AFF From October 5th 2016 we brought out the remaining 25% equity interest in JFD for consideration of $4,517,426 and sold the 100% equity interest in JFD to Tri-way (inclusive all original assets of its one farm namely Fish Farm 1 ~~that was changed to name Aqua-Farm 1 and of other additional assets transferred from work in progress etc.) for $33~~,~~538,480;~~ and converted JFD into a Wholly Owned Foreign Entity (WOFE) such that Tri-way is holding 100% equity interest in JFD; and simultaneously (on October 5th 2016) JFD completed the acquisition: of the assets and operation from owners and investors of four other aquaculture farms (namely Aqua-farm 2, ~~3 and 4) for $277~~,~~055,897~~ ~~collectively;~~3a ~~and~~& ~~the~~3b ~~acquisition of a Master License from CA for the rights of future development~~ and ~~operation~~other ~~of our APRAS farms in China for $30,000,000 resulting that we were owing 23.89% equity interest in Tri~~sub-~~way~~contracted as at October 5th 2016. The Company converted the amount due from unconsolidated equity investee into equity interest during the fourth quarter of 2017, which resulted in equity interest in TRW from 23.89% to 36.60%.farms:

OnIn ~~April 15~~fact, ~~2011,~~the ~~MEIJI~~operation ~~applied~~of ~~to form~~the ~~Enping~~Mega ~~City~~Farms A(AF4 ~~Power~~and ~~Beef~~AF5 ~~Cattle~~and ~~Farm~~the 2ODRAS ~~Co.~~dams) ~~Ltd.~~had a poor start and performed badly in 2017 and by the first half of 2018 and the end of 2018, ~~China~~their ~~(“EAPBCF”)~~operations (~~formerly~~under ~~known~~their asoperation ~~Enping~~company ~~City~~ZSAPADL) Aincurred ~~Power Cattle~~debts ~~Farm~~over Co$4.5 million and $4 million respectively, ~~Limited~~due primarily to i). Unsuccessful management coordination resulting in low productivity and sales of products, ~~all~~(ii). Over spending on capital expenditure on Phase (1) Stage (1) of the Mega Farm Project which weexceeded ~~would~~the ~~indirectly~~original ~~own~~budget aof ~~25%~~$50 ~~equity~~million ~~interest~~by inmore than 60%, as a result, it limited available cash-flow to support the needs of ~~November 17~~working capital that affected the overall production and sales leading to, ~~2011~~there were not enough funds to complete some of the supporting facilities needed by the APM farms (i.e., Onthe ~~September 13~~external filtration systems, ~~2012~~ ~~MEIJI~~lighting, ~~formed~~electrical ~~Jiangmen~~wiring, ~~City~~external ~~Hang~~drainages ~~Mei~~for ~~Cattle~~waste ~~Farm~~water ~~Development~~and ~~Co.~~connection ~~Ltd~~and fitting for the supply of fresh water etc.), asupporting ~~company~~external ~~incorporated~~water indams and waste water treatment dams, the ~~PRC~~heating facility and part of the internal filtration systems that made it difficult for the farms to carry out their production efficiently, (~~“JHMC”~~iii) ~~(formerly~~. ~~known~~The asproduction ~~Jiang~~operation ~~Men~~of ~~City~~the ~~Hang~~Mega ~~Mei~~Farms ~~Cattle~~started ~~Farm~~prematurely ~~Development~~before ~~Co.~~all the completion of their construction & development works, ~~Limited~~(iv) inThe ~~which~~two itAPM ~~owns~~farms ~~75%~~are ~~equity~~the ~~interest~~biggest ~~with~~indoor anfarms ~~investment of~~that $3we have ever built,~~636~~ and we didn't have enough experienced personnel to support their operation,~~326,~~ ~~while~~(v). ~~withdrawing~~Guangzhou ~~its~~experienced ~~25%~~a ~~equity~~very ~~interest~~hot summary in ~~ECF.~~2017 Asthat killed and retarded many stocks in the open dams (ODRAS dams) and one of the big typhoons during August 2017 caused flooding that washed away hundreds of tons of fish and prawns in the open dams that would have been ready for harvest in September ~~30,~~ ~~2012,~~& weOctober ~~had~~of ~~consolidated~~2017. Also, the ~~assets and~~extremely ~~operations~~strong Typhoon in September 2018 caused power stoppage that killed hundreds of ~~JHMC~~tons of stock including some valuable brood stock.

~~Cross~~However, by August 2019, efforts of the Company and Tri-~~Listing~~way trying to revitalize Aqua-farm 4 and 5 failed due primarily to the lack of capital funding to continue to support farms’ developments and the necessity in adding new talents into the existing management teams to carry out the revitalization works, the Company and Tri-way finally decided to cease operation of Aqua-farm 4 and 5 during September 2019. Again the COVID-19 Pandemic of 2020 is a complete write-off for AFF 1, 2,and 3 as well as to Tri-way’s sub-contracted farms incurring losses over $77 million for the year (subjecting to final figures of their respective accounting departments) due completely to the impacts of the pandemic causing all farms to stop work for over 7 months without sufficient workers, feed, supplementary, medications, transportation and maintenances etc. to keep the live stocks going and they all died during the period calculating to multiple million pieces (equivalent to multiple of thousand metric tons). It will cost over $80 million and a minimum of two years to replace said live stocks. As such Tri-way’s current operations are concentrating on rebuilding of brood stocks, the ~~Merkur~~production ~~Market~~of fingerling and nursery stocks and repairing the damages etc. It is anticipating that under current conditions, the Triway’s fishery operation recovery will be a tall order and will take a long period before recovery.

On January 13, 2016, securities representing beneficial interests in the shares of common stock on the Company, referred to as VPS Shares, began to be traded on the Oslo Børs’ Merkur Market under the symbol “SIAF-ME.” The Company’s common shares continued to trade on the OTCQB under the symbol “SIAF.”10

-3. 4Industry -Overview

~~The~~This ~~Merkur~~section ~~Market~~discusses isthe aindustry ~~multilateral~~in ~~trading~~which the ~~facility~~Company ~~operated by Oslo Børs ASA~~operates. ~~The~~Certain ~~Merkur~~of ~~Market is subject to~~ the ~~rules~~ information in ~~the~~this ~~Norwegian~~section ~~Securities~~relating ~~Trading Act and the Securities Trading Regulations that apply~~ to ~~such~~market ~~marketplaces.~~environment, ~~These~~market ~~rules apply~~developments, togrowth ~~companies~~rates, ~~admitted to trading~~market ~~on the Merkur Market~~trends, asindustry ~~do the marketplace’s own rules~~trends, ~~which~~competition ~~are less comprehensive than the rules~~ and ~~regulations that~~similar ~~apply~~information toare ~~companies~~estimates ~~listed~~based on ~~Oslo~~data ~~Børs~~compiled ~~and~~by ~~Oslo~~professional ~~Axess. The Merkur Market is not a regulated market~~organizations, consultants and isanalysts, ~~therefore not~~in ~~subject~~addition to ~~the~~market ~~Norwegian~~data ~~Stock~~from ~~Exchange~~other ~~Act~~external orand topublicly ~~the~~available ~~Stock Exchange Regulations~~sources. ~~Investors should take this into account when making investment decisions.~~

~~Uplisting~~Economic tooutlook ~~the~~in ~~OTC QX Premier~~China

OnChina’s ~~January 19,~~economy ~~2016,~~is ~~the~~at ~~Company’s~~present second only ~~shares~~to that of ~~common~~the ~~stock~~United ~~began~~States. Due to bethe ~~traded~~impact onof the ~~OTCQX®~~COVID19 ~~Best~~pandemic, ~~Market~~China's inGDP growth was only 2.3%, the slowest pace in more than Ufour decades.S. ~~under~~Growth ~~its~~has ~~existing~~slowed ~~ticker~~significantly ~~symbol~~following ~~“SIAF~~the COVID19 outbreak in early 2020.” ~~The~~Based ~~Company~~on ~~upgraded~~the toWorld ~~OTCQX~~Bank’s ~~Premier~~classification, China has had a remarkable period of rapid growth shifting from ~~the~~a ~~OTCQB®~~centrally planned to a market based economy. Today, China is an upper ~~Venture~~middle-income ~~Market~~country that has complex needs for all kinds of consumer goods, including food.

~~The~~Agriculture ~~OTCQX® Market~~in is the top tier of the U.S. over-the-counter markets operated by OTC Markets Company. It is reserved for established investor-focused companies meeting high financial and governance standards, and sponsored by professional third party advisors. SIAF has qualified to trade on OTCQX U.S. Premier, for which eligibility standards are higher still. For comparison, as of December 31, 2015, there were 942 companies traded on the OTCQB, 425 companies traded on the OTCQX and 98 companies traded on OTCQX U.S. Premier, of which only 17 are non-bank companies.China

~~With~~Agriculture ~~OTCQX~~is ~~admission~~a vital industry in China, ~~OTC~~employing over ~~Market~~300 ~~Company’s~~million farmers. China ranks first in worldwide farm output, primarily producing rice, wheat, potatoes, tomato, sorghum, peanuts, ~~Blue~~tea, ~~Sky~~millet, ~~Monitoring~~barley, ~~Service~~cotton, ~~provides~~oilseed ~~the~~and ~~Company~~soybeans ~~with~~and aalso ~~customized~~the ~~daily~~largest ~~audit~~consumer of ~~its~~many ~~compliance~~agricultural ~~status~~products, insuch ~~all~~as 50pork, ~~states~~rice and soybeans. ~~Blue~~Although accounting for only 10 percent of arable land worldwide, it produces food for 20 percent of the world's population. ~~Sky~~While ~~compliance~~China isgenerally ~~mandatory~~has been successful in meeting its rapidly rising demand for ~~broker-dealers~~food and ~~registered~~grains ~~investment~~by ~~advisors~~increasing todomestic ~~solicit~~production, it orhas ~~recommend~~emerged as a ~~security~~leading toglobal ~~investors~~importer of several agricultural commodities, including cotton, soybeans, vegetable oils, and animal hides. As its domestic agricultural production has grown, China has also become the largest exporter in global markets for several horticultural products, including mandarin oranges, apples, apple juice, garlic and other vegetables.

UChina’s increasingly important position in global agricultural markets followed decades of gradual growth in domestic food production and consumption.S After the introduction of market-based reforms in 1978 that included the elimination of the collective production system and relaxation of government direction over certain farmer production and marketing decisions, Chinese agricultural output grew significantly. ~~investors~~Between ~~can~~1978 ~~find~~and ~~current~~2008, ~~financial~~China almost ~~disclosure~~doubled its production of grains (rice, wheat and ~~Real-Time~~corn) ~~Level~~and 2quadrupled ~~quotes~~its ~~for~~production of meats; the ~~Company~~production onof ~~www~~fruit and milk was about 30 times greater in 2008 than in 1978.~~otcmarkets~~ During these three decades, population growth of about 1 percent annually, coupled with annual per capita income growth of eight percent, fueled a large increase in demand for more and higher-value agricultural products, especially by China’s large and growing middle class.~~com~~ China’s rapid growth in food consumption was largely met by domestic production growth, enabling it to remain self-sufficient in most major commodities. However, China is also now the world's largest agricultural importer, surpassing both the European Union (EU) and the United States in 2019 with imports totaling $133.1 billion.

However since January 22nd 2020, it was due to the Covid-19 events prevented the Company to complete the 10K 2019 audited report, the Company was forced to drop down to OTC Pink-Sheet Market for failing to meet the high financial and governance standards of the OTCQX and OTCQB market. The shares of common stock of the Company are now trading in OTC Pink-sheet market currently.11

~~Delisting~~China’s ~~from~~support ~~the~~for ~~Merkur Market~~agriculture

InChina’s ~~January~~ government support for agriculture is low compared to that of ~~2019~~developed countries, such as the ~~Company~~United ~~applied~~States and European Union, but in line with that of other rapidly growing economies, according to ~~Oslo~~USITC. ~~Børs~~As ~~ASA~~measured ~~for~~by the ~~delisting~~OECD’s ~~from~~ PSE1, the ~~Merkur~~amount ~~Market.~~of ~~The~~support ~~principal~~provided ~~reason~~to ~~for~~Chinese ~~the~~farmers ~~delisting~~was ~~from~~low (and sometimes negative) during the ~~Merkur~~1990’s, isbut gradually rose during the period 2008-2010. Compared with other countries at a similar level of development, including Brazil, Mexico, Russia, and South Africa, ~~difference~~China’s support for farmers falls in the ~~disclosure~~middle ~~rules that~~of the ~~Merkur~~range. ~~requires;~~China’s ~~the~~PSE ~~Merkur~~reflects ~~requires~~changes in the ~~disclosure~~central ofgovernment’s policy ~~information~~priorities ~~prior~~from tograin ~~occurrence~~self-sufficiency and low consumer prices toward a stronger focus on raising farm household incomes, according ofto USITC. Government support to China’s agricultural sector indicates that Chinese policymakers are placing a ~~particular~~renewed ~~event~~emphasis ~~which~~on the isrural ~~inherently~~economy. ~~forward-looking~~Indirect support, in ~~nature~~the ~~and~~form ~~thus~~of ~~potentially~~general ~~speculative; consequently~~services, ~~any~~is ~~such~~very ~~disclosure could~~high ~~thus~~relative beto similar support programs in ~~conflict~~other ~~with~~countries, due USlargely ~~securities~~to ~~laws~~investments in agricultural infrastructure. OnGeneral ~~September 10th~~services ~~2019,~~include ~~the~~modern ~~Company~~research ~~was~~and ~~effectively~~extension ~~delisted~~services, food safety ~~from~~agencies, ~~the~~and ~~Merkur~~agricultural ~~Market~~price ~~with~~information ~~all~~services, ~~shares~~most of ~~common~~which ~~stock~~provide ofbenefits ~~the~~to ~~Company~~producers ~~were~~and ~~trading~~consumers inthroughout the ~~OTC~~economy. Compared QXwith ~~Premier~~direct ~~Market~~payments to farmers, general services support is less production-distorting to the sector.

~~Emerging~~Agricultural ~~Growth Company~~consumption

WeChina ~~are~~is ana ~~“emerging~~major ~~growth~~global ~~company,” as~~consumer ~~defined in the Jumpstart Our Business Startups Act~~ of ~~2012~~agricultural products. WeIt ~~will~~consumes ~~remain~~one-third anof ~~emerging growth company until~~ the ~~earlier~~world’s ofrice, ~~(1) the last~~one-fourth ~~day~~ of ~~the~~all ~~fiscal~~corn, ~~year~~and ~~(a) in~~half ~~which we have total annual gross revenue~~ of atall ~~least~~pork ~~$1.0~~and ~~billion or (b) in which we are deemed to be a large accelerated filer~~cotton, ~~which~~and ~~means~~it is the ~~market~~largest consumer ~~value~~ of ~~our~~oilseeds ~~common~~and ~~stock~~most ~~that~~edible isoils. ~~held~~The bytraditional ~~non-affiliates exceeded~~Chinese ~~$700.0~~diet ~~million~~centers asaround ofstaple ~~the~~foods ~~prior~~(mainly ~~June 30,~~grains and (2starches) ~~the~~, ~~date on~~ which account wefor ~~have~~nearly ~~issued~~half ~~more~~of ~~than $1.0 billion in non-convertible debt during~~ the ~~prior~~daily ~~three-year~~caloric ~~period~~intake. WeAverage ~~refer~~Chinese toper ~~the~~capita ~~Jumpstart~~consumption ~~Our~~recently ~~Business~~stabilized ~~Startups~~at ~~Act~~approximately ~~of 2012 herein as the “JOBS~~3,000 ~~Act”~~calories ~~and~~per ~~references~~day, ~~herein~~one toof ~~“emerging growth company” shall have~~ the ~~meaning~~highest ~~associated~~levels ~~with~~among itAsian ~~in the JOBS Act~~countries.

AsChinese anfood ~~emerging~~consumption ~~growth~~is ~~company,~~influenced weby ~~may take~~factors ~~advantage~~such ofas ~~specified~~population ~~reduced~~size ~~disclosure~~and demographics, income, food prices, and ~~other~~general ~~requirements~~preferences. ~~that~~Per capita income growth and urbanization are the ~~otherwise~~two ~~applicable~~factors ~~generally~~most toresponsible ~~public~~for ~~companies~~altering recent consumption patterns in China. ~~These~~Rising income translates into higher per capita food ~~provisions~~consumption, ~~include:~~while increasing urbanization is driving diversification of food choices because of greater availability and choice offered through increasingly diverse sales outlets.

·Chinese ~~only~~consumers ~~two~~generally ~~years~~fall into one of ~~audited~~three categories: ~~consolidated~~rural ~~financial~~consumers; ~~statements~~urban inlow-income ~~addition~~consumers; toor ~~any~~urban ~~required~~high-income ~~unaudited~~consumers. ~~interim~~Although ~~financial~~urban ~~statements~~high-income ~~with~~consumers ~~correspondingly~~can ~~reduced~~afford to ~~“Management’s~~buy ~~Discussion~~more and ~~Analysis~~better-quality food, the ubiquity of ~~Financial~~food ~~Conditions~~outlets ~~and~~in ~~Results~~cities means that nearly every urban resident, regardless of ~~Operations”~~income, has ~~disclosure;~~available an increasingly diverse food selection. Compared to rural diets, urban diets contain less grain and more non-staple items, including processed and convenience foods. Rural migrants to cities tend to adopt the urban diet.

·Expenditure ~~reduced~~on ~~disclosure about our executive compensation arrangements;~~food

·Food nois ~~requirement~~the ~~that~~largest weclass ~~hold~~of ~~non-binding~~household ~~advisory~~expenditure for ~~notes~~all Chinese income groups; even housing takes a smaller share of average household income, according to USITC. As income rises, the absolute amount of food expenditure increases, although the share of income spent on ~~executive~~food ~~compensation~~falls. orUrban ~~golden~~residents ~~parachute~~spend ~~arrangements;~~substantially more on food than their rural counterparts, according to USITC. Higher incomes lead to an increase in both the quantity and quality of food demanded. However, while demand for higher quantities of food appears to level off in the top income households, demand for higher-quality foods continues to rise with income.

·The ~~exemption~~market ~~from~~for ~~the~~aquatic ~~auditor~~products ~~attestation~~and ~~requirement~~ aquaculture in ~~the assessment of our internal control over financial reporting.~~China

WeThe ~~have~~information ~~taken~~in ~~advantage~~this ofsection ~~some~~regarding ~~of these~~aquatic ~~reduced~~and ~~burdens~~aquaculture, ~~and~~including ~~thus~~graphs, ~~the~~is ~~information~~taken ~~we provide stockholders may be different~~ from ~~what~~the ~~you~~USDA’s ~~might~~GAIN ~~receive~~Report ~~from~~Number: ~~other~~CH12073 ~~public companies~~per in12/28/2012 ~~which~~unless ~~you~~otherwise ~~hold shares~~stated.2

-1OECD: 5PSE -is defined as the estimated monetary value of transfers from consumers and taxpayers to farmers, expressed as a percentage of gross farm receipts (defined as the value of total farm production at farmgate prices), plus budgetary support.

In2Definition ~~addition, Section 107~~ of ~~the~~terms: ~~JOBS~~China’s ~~Act~~definition ~~also provides that an emerging growth company can take advantage~~ of ~~the~~aquatic ~~extended~~products ~~transition~~includes ~~period~~both ~~provided~~cultured ~~in Section 7~~(afarm-raised)~~(2)(B) of the~~ ~~Securities~~and ~~Act~~wild ~~for~~caught ~~complying~~products; ~~with~~aquatic ~~new~~products orinclude ~~revised accounting standards. In other words~~fish, ~~an emerging growth company can delay~~shrimp/prawn/crab, ~~the~~shellfish, ~~adoption~~algae, ofand ~~certain accounting standards until those standards would otherwise apply to private companies~~other. ~~However,~~Aquatic wecatch ~~are choosing~~production tois ~~“opt~~total ~~out”~~volume of ~~such~~both ~~extended~~fresh ~~transition period,~~ and asseawater awild ~~result,~~caught weaquatic ~~will~~products; ~~comply with new or revised accounting~~Aquaculture ~~standards~~production onis the ~~relevant~~total ~~dates~~volume ~~on which adoption~~ of ~~such~~both ~~standards~~fresh isand ~~required~~seawater ~~for~~cultured ~~non-emerging~~(farmed) ~~growth~~aquatic ~~companies~~products. ~~Section 107 of~~This ~~the~~report ~~JOBS~~will ~~Act~~use ~~provides~~Chinese ~~that our decision~~ terminology to ~~opt~~maintain ~~out~~consistency ofbetween ~~the~~Chinese ~~extended~~statistics ~~transition~~and ~~period~~product ~~for~~categories. ~~complying~~Total ~~with~~aquatic ~~new~~trade orstatistics ~~revised~~below ~~accounting standards~~do isnot ~~irrevocable~~include fishmeal.

~~Legal structure~~12

~~The~~Total ~~Company~~Aquatic isProducts ~~primarily a holding company whose operations are carried out through its subsidiaries.~~Production

~~The~~China ~~table~~has ~~below~~the ~~sets~~world’s ~~out~~largest ~~information~~aquatic ~~about~~production and its market share of the ~~entities~~world’s fish production has risen from 7 percent in ~~which~~1961 ~~the~~to ~~Company,~~37 aspercent by 2012. China alone accounted for 62.5 percent of the ~~date~~aquaculture ofproduction ~~this~~in ~~Annual~~the ~~Report,~~world ~~holds~~by ~~(directly~~volume orin ~~indirectly)~~2015. Aquaculture represents more than 1071.9 percent of the total fish production in China. Total 2015 aquatic production in China increased 4.38 percent to reach 47.9 million tons, compared to the ~~outstanding~~45.8 million ~~capital~~tons ~~and~~in ~~votes~~2014, per the FAO.

-Fish production accounts for 59 percent of the total aquatic production, followed by shellfish and crustaceans at 22.6 -percent and 10 percent, respectively. Fish production is, according to the USDA, expected to continue its upward growth trend to reach 34.5 million tons in 2012, up from 33 million tons in 2011 and 31.3 million tons in 2010.

~~The~~In ~~table~~2011, ~~below~~Shandong, ~~sets~~Guangdong, ~~out~~Fujian aand ~~brief description~~Zhejiang ofprovinces ~~the~~profited ~~companies~~from ~~within~~favorable ~~the~~coastal ~~Company~~locations asand ~~well~~abundant freshwater resources/facilities to rank as the ~~Company’s~~top ~~respective~~four ~~holdings~~aquatic ~~within~~production areas. ~~such~~In ~~companies~~terms of freshwater cultured production, Hubei, Guangdong, and ~~their~~Jiangsu ~~domiciles~~provinces are the largest producers.

Company	Country of incorporation	Field of activity	% Holding
Sino Agro Food, Inc.	US	General types of agricultural developments, business management, trading, sales and marketing
Capital Award Inc. (CA)	Belize	Engineering consulting in development of fishery, management of fishery operation, marketing and sales of fishery produces and products		100
Tri-way Industries Limited (TRW)	Hong Kong	Holding company and holder of technology licenses		36.6
Macau Eiji Company Limited (MEIJI)	Macau	Developments of cattle farming and vegetable farming), management service and marketing and sales of cattle and related products		100
A Power Agro Agriculture Development (Macau) Limited (APWAM)	Macau	Holding company		100
Capital Stage Inc. (CS)	Belize	Dormant		100
Capital Hero Inc. (CH)	Belize	Dormant		100
Jiangmen City A Power Fishery Development Co. Ltd. (JFD)	China	(1): Operator in growing of fish (sleepy cod species), eels (flower pattern species) and prawns; Research and Development of growing technique and knowhow of live-seafood and (2) Marketing and Trading of seafood		100% owned by Tri-way
Jiangmen City Hang Mei Cattle Farm Development Co. Ltd. (JHMC or Cattle Farm 1)	China	A demonstration farm for growing cattle in a semi-tropical climate		75
Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. (JHST)	China	HU plantation, immortal vegetable and cash crops of vegetables planting, processing and sales of produces and products		75
Hunan Shenghua A Power Agriculture Co. Ltd. (HSA)	China	Existing activities: manufacturing of organic fertilizer, 100% pure organic mixed fertilizer and lake fish farming organic fertilizer. Cattle rearing.		76

According to @2020 undercurrent news, China’s seafood imports increased by 39% to $15bn in 2018. China has the largest aquaculture industry in the world, accounting for approximately two-thirds of total cultivated aquatic products worldwide. In 2020, output of the Marin culture segment in China is estimated to total 22.3 million tons, up 4.7% from 2019.

In addition to the legal entities included in the chart and table above, the Company is providing technology know-how with consulting service and turnkey contracting services (“C&S”) to various Chinese owned Project Companies (“C&S Project Company”) which mainly are private companies formed in China with Chinese citizens acting as legal representatives. The ~~Company~~market ~~does~~for ~~not~~meat ~~have any ownership~~ in these C&S Project Companies. However, in consideration of the Company’s right to protect its technology and know-how granted to the C&S Project Companies, the Company has an option to acquire equity stakes in the future SFJVC at an agreed value equivalent to the project’s development cost.China

InChina ~~addition,~~is ~~regarding~~by far the ~~investment~~world’s ~~agreement~~largest producer ~~between~~and ~~QZH~~consumer of meat which includes pork, poultry and ~~QQI~~beef. Historically, ~~(i) QQI~~this ~~enjoyed~~situation 6%did ~~annual~~not ~~interest~~have a large impact on ~~its~~the ~~capital~~rest ~~contribution~~of the world, ~~but~~as ~~not~~China, ~~any~~for ~~profit~~the ~~distribution;~~most ~~(ii) investment period~~part, ~~was~~maintained 3self-sufficiency ~~years~~in meat. However, ~~and~~since ~~(iii) SJAP~~2007 ~~shared~~the ~~100% (2016:~~situation ~~100%)~~has onchanged ~~profit~~dramatically. orChina has ~~loss after~~gradually 6%turned ~~interest~~into ~~payment~~a tonet ~~QQI and enjoyed~~importer ~~100% (2016:~~of ~~100%)~~meats. ~~voting~~In ~~rights~~2019, ofChina ~~QZH’s~~consumed ~~board~~around 28% of the ~~and~~global ~~stockholders~~meat ~~meetings~~supply.

AsWorld ofmeat ~~December 30,~~production ~~2017,~~was ~~the~~340 ~~Company~~million tons in ~~register~~2017.3 ~~authority~~Global ~~approved~~trade ~~the~~in ~~transferred~~meat ofis ~~the~~projected to ~~Company’s~~be ~~(35.36~~20%) ~~equity~~higher ~~interest~~ in ~~QZH~~2027, representing a slowing down of meat trade growth to an ~~unrelated~~annual ~~third~~average ~~party,~~of 1.5% compared to 2.9% during the previous ~~such~~decade.4 ~~that~~Meat asimports ~~from~~into ~~December 30~~Asia account for 56% of global trade, ~~2017~~and ~~QZH~~poultry ~~was~~will ~~derecognized~~constitute asmore athan ~~variable~~half ~~interest~~of ~~entity.~~this ~~(Further~~additional ~~related~~import ~~information~~demand. isChina’s ~~provided~~meat production reached ~~throughout~~86.60 ~~this~~million ~~report)~~tons in 2018, where total meat production in the United States amounted to 47.06 million tons in 2018.

~~Business~~With ~~model~~strong economic growth and the improvement of living standards, the demand for beef in China is rising.5 China’s animal feed market is projected to grow at a CAGR of over 16% till 2019.6

~~The~~3Review ~~Company~~of ~~works~~Recirculation ~~with Chinese investors~~Aquaculture toSystem ~~form~~Technologies ~~operating companies, in which the Company retains the option to acquire equity interest. After a certain period of time~~ and ~~successful~~their ~~operating~~Commercial ~~results~~Application, ~~the~~Stirling ~~Company and the Chinese investor may form a Sino Foreign Joint Venture Company (“SFJVC”). Prior to the formal naming~~Aquaculture, ~~registration,~~Institute ~~and incorporation~~ of ~~an anticipated SFJVC, the Company prepays a deposit toward the consideration of its future SFJVC stake as a percentage of the assets of the fully developed farm~~Aquaculture. ~~Upon conversion, the prepayments become equity capital.~~

-4 7Food -Outlook, FAO, November 2018

~~Prior~~5 toResearch ~~September 30th 2019,~~Report ~~the~~on ~~Company~~Beef ~~oversees~~Import ~~financing and provides interoperating strategies, encouraging vertically integrated growth. China has problems with quality assurance~~ in ~~primary production~~ China, distribution and poor origin traceability, as well as low food quality. This has created a market where consumers will eventually pay significant price premiums for “BAP (Best Aquaculture Practice) Certified” seafood with brands guaranteeing quality and consistency.2019-2023

A6 ~~vertically~~China ~~integrated~~Animal ~~operation~~Feed inMarket aForecast ~~fragmented~~ and ~~poorly~~Opportunities, ~~regulated environment such as in China is the strategy that will yield the most success for the Company.~~2019

Integration into fertilizer and feed production for rearing of beef cattle together with breeding of prawn brood stock help decrease primary production operational risks as well as helping to offset price fluctuations that sometimes occur in raw product input prices.13

~~The~~There ~~Company~~are ~~uses~~several ~~expertise~~other ~~and know-how in~~ specific ~~agriculture~~market ~~for~~drivers which ~~indoor~~underpin ~~fish~~the ~~farming.~~increase ~~The~~in ~~Company~~demand ~~has~~for ~~developed~~red ~~modern techniques and technologies to grow, feed and house both fish and cattle~~meat. ~~These~~One ~~are~~driver ~~engineered~~is ~~into~~ the ~~designs~~improved ~~of,~~living ~~and~~standard ~~the~~in ~~management~~China ~~systems~~which ~~for,~~stimulates ~~indoor~~the ~~and~~growth ~~outdoor fishery~~of ~~and~~beef ~~cattle~~markets ~~farms.~~since Inbeef ~~all~~often ~~developments~~sells ~~the~~at ~~Company~~a ~~acts~~much ashigher ~~the~~price ~~master~~and ~~engineer,~~traditionally ~~pioneering~~has ~~the~~been ~~construction~~more ~~and~~expensive ~~building~~than ofwhat ~~farms, from~~most ~~raw~~people ~~land~~can ~~into fully operational facilities~~afford. Another ~~The~~is ~~Company builds~~ the ~~infrastructure~~fact ~~including~~that ~~staff~~Chinese ~~quarters,~~people’s ~~offices,~~dietary ~~processing facilities,~~structure ~~storage,~~is ~~and~~becoming ~~all~~more ~~related~~diversified ~~production~~and ~~facilities; then~~reasonable, ~~manages~~bringing ~~developing~~larger amount of ~~all~~beef ~~business~~consumption ~~activities~~since ~~into~~beef ~~effective and~~has ~~efficient~~nutritional ~~operations~~benefits. ~~The~~Lastly, ~~Company’s~~a ~~largest~~gradual ~~customer~~lowering ~~represents~~of aimport ~~Company~~taxes ofis ~~thirty~~likely ~~separate~~to ~~live~~support ~~seafood~~sufficient ~~wholesalers~~supply atof ~~the Guangzhou wholesale markets~~cattle.

Feed grain prices are projected to remain low during 2018-2027. The ~~Company~~year ~~holds~~2017 ~~patents~~was ~~for~~affected ~~fertilizer~~by numerous outbreaks of Avian Influenza (AI) around the world which resulted in a slower ~~and~~increase ~~aromatic~~in ~~feed~~world ~~formulas~~output. China, 6the ~~enzyme~~second ~~patents~~largest producer after the United States, ~~and~~was ~~for~~particularly 5affected ~~indoor~~by ~~fish~~several ~~farm~~outbreaks ~~techniques~~over the last years. Thus, ~~including~~China can expect a ~~“master~~return ~~license”~~to historical trend growth in poultry production from 2018 onwards. Globally, the share ~~China~~of ~~for~~meat “Aoutput ~~Power~~traded ~~Technology”~~is ~~(“APT”)~~expected to remain constant at around 10%, awith ~~modular~~most ~~land-based~~of ~~fish~~the ~~growing~~increase ~~system~~in volume coming from poultry meat. The projected production growth in developing countries remains insufficient to satisfy demand grown, particularly in Asia and ~~technology~~Africa. As ~~utilizing~~a ~~RAS~~result, import demand is expected to remain strong.7

~~The~~Market ~~Company~~drivers ~~partners with Chinese investors in food projects as a turnkey project manager~~

The ~~Company~~improvement engages in projects as a technological and engineering expert, partnering with local and regional investors in food related projects. The Company generally has exclusive marketing, sales and distribution rights for each project company. For example, MEIJI purchases all marketable cattle from Cattle farm 2 and distributes them to wholesale markets. Up until September 30, 2016, prior to SIAF becoming an investment associate of ~~Tri-way~~living ~~(i.e.~~standard ~~post-carve-out), CA had been purchasing all seafood produced by~~stimulates the ~~fishery~~growth ~~farms and also supplied the fishery farms with fingerling, baby or adult fish or prawns and stock feed. Thus, CA is no longer involved in any sales, marketing and supplies~~ of ~~fishery~~beef ~~goods being operated by Tri-way yet will continue to carry out its current contracts with other entities, as well as developing other business ties that are interested in utilizing its services.~~markets:

~~Generally~~Traditionally, ~~the~~Chinese ~~Company~~people ~~exercises~~eat anpork ~~option~~and chicken to ~~acquire~~satisfy atheir ~~majority~~desire ~~equity~~for ~~stake~~meat. inThis ~~the~~is ~~project~~largely ~~company~~due ~~once~~to ~~development~~the ofmuch ~~the~~higher ~~operating~~price ~~company~~of ~~has~~beef ~~matured~~which ~~and~~goes ~~successful operating~~beyond ~~results~~normal ~~are~~people’s ~~demonstrated~~affordable level. ~~Upon~~With ~~acquisition~~the ~~and~~improvement ~~conversion~~of ~~into~~living ~~a SFJVC~~standards, ~~the~~Chinese ~~pre-payments~~people ~~together~~have ~~with~~begun athe ~~cash~~upgrade ~~consideration become~~of ~~equity~~their ~~capital,~~consumption ~~with~~of ~~the~~meat, ~~Company~~and ~~becoming~~began ato ~~major~~eat more ~~shareholder~~beef.

~~Acquired~~Chinese ~~project~~people’s ~~companies~~dietary ~~are~~structure ~~operated~~becomes ~~and~~more ~~managed~~diversified ~~by the management team~~ and ~~the Chinese investor~~reasonable, ~~and~~bringing ~~overseen~~larger byamount ~~the~~of ~~Company.~~beef consumption:

~~Presently~~At present, asChinese ~~from~~people ~~October 1st~~are changing their ~~2019~~diet ~~onward,~~patterns itto ishigher ~~due~~and toricher ~~the~~nutrition. ~~collapse~~From ofa ~~the~~nutritional ~~cattle~~perspective, ~~industry~~beef ~~domestically~~not inonly ~~China,~~contains ~~the~~high ~~poor~~unsaturated ~~performances~~fatty ofacids ~~Tri-way’s~~and ~~aqua-farm~~high 4protein, ~~and~~it 5also has low fat and ~~the~~lots ~~delisting~~of ~~from~~nutrition, ~~Merkur~~which ~~Market~~makes ~~etc.;~~it asperfect ~~such~~for bythe ~~year~~healthy ~~ended~~diet. ~~31st~~Thus, ~~December 2019~~in the ~~Company reduced~~future, ~~its~~beef ~~quantum~~is ofexpected to ~~operation~~replace ~~into~~some aparts ~~small~~of ~~scale~~the ~~described~~market shares in ~~the~~pork, ~~earlier~~chicken ~~chapter~~and other meats.8

~~Subsequently,~~The itmarket isfor ~~due~~fertilizer ~~to the impacts caused by the Covid-19 events~~ in ~~2020, the Company further scaled down its operations whilst working on means to initiate business opportunities for the Company.~~China

~~Business~~Sales ~~overview~~of fertilizers are expected to be supported by healthy expansion of agricultural activities as the amount of sown areas continues to grow and rural income levels rise. Farmers will continue to register steadily increasing incomes, the result of growing crop prices and government subsidies designed to supplement their revenues and reduce their material costs. Subsidies aimed directly at cutting the cost of fertilizers is expected to encourage additional use. In addition, rising crop prices have encouraged farmers to invest in fertilizers to further boost crop yields. Advances will also be driven by increases in the acreage of sown land dedicated to growing cash crops. However, increasing demand for organic food and improved understanding of the correct application of fertilizers is expected to prevent demand from rising at a faster pace.

~~Introduction~~7 Meat - OECD-FAO Agricultural Outlook 2018-2027

~~The~~8 ~~Company~~Frost is& anSullivan: ~~agriculture technology and natural food holding company with principal operations in~~ China ~~participating in the ongoing transformation of China~~’s ~~fragmented agrarian sector into a modern food production industry using sustainable and profitable methods. The Company focuses on seafood and~~ beef production with integrated wholesale distribution. The Company acquires and maintains equity stakes in a cohesive portfolio of companies that the Company forms according to its core mission to produce, distribute, market ~~and~~has ~~sell~~great ~~natural,~~growth ~~sustainable protein food and produce, primarily seafood and cattle, to the rapidly growing middle class in China.~~potential

The Company employs a strategy of vertical integration from primary production through processing, distribution and marketing of high quality, organic food products in the food value chain. China’s fast growing middle class is creating rapidly rising demand for gourmet and high-quality protein food. The Company’s core products are live prawns, live eels, whole beef cattle and packaged beef meat.14

-In 8value terms, fertilizer demand is expected to grow from over $195 billion in 2016 to over $245 billion in 2020.9 Faster value growth will be driven by strong demand for higher value multi-nutrient fertilizers. In addition, advances will be supported by continued growth in fertilizer prices as the cost of natural gas, oil, coal, and other raw materials continues to increase.

~~The~~Demand ~~Company’s~~for ~~operations~~fertilizer ~~and~~nutrients ~~strategy~~in China is projected ~~are~~to ~~executed~~grow 4.4 percent annually through a2015 ~~number~~to 98.1 million metric tons. Nutrient demand will be stimulated by increasing use of ~~subsidiaries~~higher nutrient ~~located~~level products as income levels grow in rural areas in China. In addition, ~~and~~government ~~the~~efforts ~~Company~~to ~~contributes~~promote ~~financial~~multi-nutrient ~~oversight~~fertilizers will ~~and~~also ~~strategic~~support ~~direction to~~gains ~~otherwise~~in ~~independent~~fertilizer ~~management~~nutrient ~~teams~~demand. ~~which~~Accounting ~~employ~~for more than three-fourths of total fertilizer demand in 2010, single-nutrient fertilizers will remain the ~~Company’s~~larger ~~intellectual~~product ~~property~~type ~~and~~through ~~proprietary~~2015, ~~methods~~despite a relatively low growth rate of 2.1 percent per year. Sales of single nutrient fertilizers will continue to be supported by their relatively low prices.

The ~~Company~~size, ~~has~~growth ~~enjoyed~~and ~~strong~~composition ~~growth~~of fertilizer ~~since~~demand in the ~~Company~~six ~~initiated~~regions ~~its~~that ~~business~~make ~~activities~~up in China invary ~~2006~~considerably. ~~During~~The ~~the~~Central-South ~~fiscal~~and ~~year~~Central-East ofwill ~~2019,~~remain the ~~Company’s~~two ~~consolidated~~largest regional ~~revenues~~fertilizer ~~amounted~~markets. Due to ~~USD~~the ~~$135~~comparatively high income levels in the Central-South and Central-East ¨¨which enable residents to afford more expensive food items ¨ demand for cash crops such as fruits and vegetables will rise in these regions,~~598,314~~ which in turn will fuel demand for fertilizer. ~~The~~Sales ~~four~~in ~~principal~~the ~~factors~~Northeast and Northwest regions will outpace the average through 2015, benefiting from ~~that~~the ~~have~~Great ~~enabled~~Western Development Strategy, the ~~growth~~Northeast ~~are:~~Revitalization Policy, and increasing income levels for farmers.10

·In ~~Joint~~2006, ~~venture~~the ~~investment~~central ~~models~~government ~~with~~started ~~existing~~a ~~local~~program intended ~~Chinese~~to ~~investors~~partially compensate farmers for price increases in ~~agriculture~~fuel, fertilizer and ~~aquaculture;~~other agricultural inputs. In the case of fertilizers, government support is part of several separate programs targeting fertilizer producers, with cost reductions being passed along to farmers purchasing the input.

·Fish ~~Technological~~production accounts ~~competitive~~for ~~advantages~~59 inpercent ~~recirculating~~of ~~aquaculture~~the total aquatic production, ~~beef~~followed ~~rearing~~by shellfish and ~~livestock~~crustaceans ~~slaughter;~~at 22.6 percent and 10 percent, respectively. Fish production is, according to the USDA, expected to continue its upward growth trend to reach 34.5 million tons in 2012, up from 33 million tons in 2011 and 31.3 million tons in 2010.

·In ~~Strong~~2011, ~~growth~~Shandong, inGuangdong, ~~Chinese~~Fujian ~~consumers’~~and ~~demand~~Zhejiang provinces ~~for~~profited ~~quality~~from ~~protein~~favorable ~~food;~~coastal locations and abundant freshwater resources/facilities to rank as the top four aquatic production areas. In terms of freshwater cultured production, Hubei, Guangdong, and Jiangsu provinces are the largest producers.

·According ~~The~~to ~~Chinese~~@2019 ~~Government~~undercurrent news, China’s seafood ~~policy~~imports increased by 44% to ~~consolidate~~$12bn ~~the~~in ~~agrarian~~2018. ~~sector~~In ~~and~~the ~~increase~~twelve months to the ~~efficiency~~end of December 2018, China’s ~~food~~imported ~~production~~CNY ~~industry~~787bn worth of seafood, according to Chinese customs data.

The ~~Company~~market ~~provides consulting and services to a number of private Chinese third party companies to construct and operate primary production facilities~~ for ~~fish,~~meat ~~prawn and beef cattle, as well as wholesale marketing and distribution centers. As part of its consulting and service agreements, the Company has the option to acquire these operations~~ in ~~order to expand the Company’s proprietary production and wholesaling capacity.~~China

~~Revenues~~China ~~are~~is ~~generated~~by ~~from~~far ~~activities~~the world’s largest producer and consumer of meat which includes pork, poultry and beef. Historically, this situation did not have a large impact on the rest of the world, as ~~follows:~~China, for the most part, maintained self-sufficiency in meat. However, since 2007 the situation has changed dramatically. China has gradually turned into a net importer of meats.

World meat production was 323 million tons in 2017.11 Global trade in meat is projected to be 20% higher in 2027, representing a slowing down of meat trade growth to an annual average of 1.5% ~~Beef~~compared ~~cattle~~to ~~rearing~~2.9% during the previous decade.12 Meat imports into Asia account for 56% of global trade, and ~~fattening~~poultry will constitute more than half of this additional import demand. China’s meat production reached 86.60 million tons in 2018, ~~live-stock~~where ~~feed~~total ~~and~~meat ~~fertilizer~~production ~~under~~in ~~SJAP~~the United States amounted to 47.06 million tons in 2018.

~~SJAP’s~~9 Fertilizer ~~business~~Market ~~operations~~Global ~~are~~Report ~~consisting beef cattle rearing and fattening~~2017, ~~the~~Business ~~bulk~~Research ~~and concentrated livestock feed producing and manufacturing and the production of organic fertilizer.~~Company

~~However~~10 ~~SJAP~~Fertilizers ~~has~~in ~~slowed~~China, ~~down its beef cattle~~Industry ~~rearing~~Study ~~and fattening division since 2017 and is no longer involved~~ with ~~the~~Forecasts ~~corporative~~for ~~growers~~2015 in& the fattening of beef cattle due primarily to the depressed markets of the local cattle and beef industry caused mainly by the opening of the beef imports from a great number of developed countries that un-balanced the local cattle industry in turn2020, ~~the~~Freedonia ~~revenues~~Group; ~~derived~~June ~~from production of livestock feed and fertilizer also went down accordingly.~~2012

~~Revenue for fiscal year ended December 31, 2019 was USD~~ 11~~.29~~ ~~million~~Review ~~or 8.3 percent~~ of ~~the~~Recirculation ~~Company’s total sales of goods revenue of USD 135.60 million in the same~~Aquaculture ~~period.~~System ~~Gross~~Technologies ~~profit~~and ~~for~~their ~~same~~Commercial ~~division in the fiscal year ended December 31~~Application,~~2019~~ ~~was~~Stirling ~~at USD3.02 million~~Aquaculture, orInstitute ~~14.66%~~ of ~~the Company’s total gross profit in sales of goods of USD 20~~Aquaculture.~~60 million in the same period.~~

~~SJAP~~12 ~~now~~Food ~~has in its own property twelve cattle houses~~Outlook, ~~housing a minimum of 200 to 350 heads of cattle in each building fattening up to 2000 heads of cattle per year. As from 1st October 2019~~FAO, ~~SJAP~~November became an investee of the Company when Mr. Solomon Lee resigned as chairman and losing management control of SJAP, as such SJAP is an unconsolidated associate of the Company. Also from 1st October 2019, SJAP leased its business operations to Mr. Zhou Yi Lim & Co. (the existing management team of SJAP) as such SJAP’s main revenue is derived from the said leasing incomes.2018

~~2. The Organic fertilizer of HSA:~~15

~~HAS’s~~With ~~main~~strong ~~business~~economic ~~operation~~growth ~~is in~~and the ~~manufacturing~~ improvement of ~~organic~~living ~~fertilizer~~standards, ~~having~~the ~~other~~demand ~~incomes~~for ~~generated~~beef ~~from~~in ~~leasing~~China ofis ~~its pig farm complex situated on 35,000~~rising.13 m2China’s ofanimal ~~land~~feed ~~and~~market ~~building~~is ofprojected ~~10,000~~to m2grow toat a ~~third~~CAGR ~~party to rear pigs and leasing~~ of ~~land~~over of16% ~~13,200~~till ~~m2 to another third party to do sand processing~~2019.14

~~HSA’s~~There ~~fertilizer~~are ~~division’s revenue~~several ~~for~~other ~~fiscal~~specific ~~year~~market ~~ended~~drivers which ~~December 31,~~underpin ~~2019~~the ~~was~~increase ~~USD~~in ~~15.58~~demand ~~million~~for orred 11meat.48 ~~percent~~One ofdriver is the ~~Company’s~~improved ~~total~~living ~~sales of~~standard ~~goods~~in ~~revenue~~China ofwhich ~~USD~~stimulates ~~135.6~~the ~~million~~growth inof beef ~~the~~markets ~~same~~since ~~period.~~beef ~~Gross~~often ~~profit~~sells ~~for~~at ~~same~~a ~~division~~much inhigher ~~the~~price ~~fiscal~~and ~~year~~traditionally ~~ended~~has ~~December 31, 2019~~been ~~was~~more ~~USD~~expensive ~~2.3~~than ~~million~~what ormost 11people can afford.1% Another ofis the ~~Company~~fact that Chinese people’s ~~total~~dietary ~~gross~~structure ~~profit~~is inbecoming ~~sales~~more ofdiversified ~~goods~~and reasonable, bringing larger amount of ~~USD~~beef 20consumption since beef has nutritional benefits.60 ~~million~~Lastly, ina ~~the~~gradual ~~same~~lowering of import taxes is likely to support sufficient supply ~~period~~of cattle.

~~From~~Feed ~~1st~~grain ~~October 2019,~~prices ~~HSA~~are ~~leased~~projected ~~its~~to ~~fertilizer~~remain ~~operation~~low toduring Mr2018-2027. ~~Lee~~ ~~Ping~~The year 2017 was affected by numerous outbreaks of Avian Influenza (AI) around the ~~head~~world ofwhich resulted in a slower increase in world output. China, the ~~existing~~second ~~management~~largest ~~team)~~producer asafter ~~such~~the ~~HSA’s~~United ~~revenues~~States, ~~are~~was ~~derived~~particularly ~~from~~affected ~~leasing~~by ~~contracts~~several outbreaks over ~~thereon~~the last years. ~~(Please~~Thus, ~~see~~China ~~MD&A~~can ~~Sector~~expect ~~for~~a ~~more~~return ~~details~~to historical trend growth in poultry production from 2018 onwards. Globally, the share of meat output traded is expected to remain constant at around 10%, with most of the ~~Leasing~~increase ~~Contract)~~in volume coming from poultry meat. The projected production growth in developing countries remains insufficient to satisfy demand grown, particularly in Asia and Africa. As a result, import demand is expected to remain strong.15

3.Market ~~Cattle farms (MEIJI) division~~drivers

The ~~business~~improvement ~~division Cattle Farms, or MEIJI, refers to SIAF’s cattle rearing operations in Jiangmen, Guangdong Province. Revenue for fiscal year ended December 31, 2019 was $36.19 million, or 26.69%,~~ of ~~the~~living ~~Company’s~~standard ~~total sales of goods revenue of USD 135.60 million in the same period.~~stimulates ~~Gross profit for~~ the ~~Cattle~~growth ~~Farm (MEIJI) division for the 12 months ended December 31, 2019 was $6.9 million, or 33.5% percent~~ of ~~the~~beef ~~Company’s total gross profit on sales of goods of $20.60 million in the same period.~~markets:

UpTraditionally, ~~until~~Chinese ~~30th~~people ~~September 2019,~~eat pork and chicken to satisfy their desire for meat. This is largely due to the much higher price of beef which goes beyond normal people’s affordable ~~Cattle~~level. ~~Farms~~With ~~(MEIJI)~~the ~~division~~improvement ~~has~~of ~~two~~living ~~operational~~standards, ~~farms~~Chinese ~~namely~~people ~~Cattle~~have ~~Farm~~begun 1the ~~and~~upgrade ~~Cattle~~of ~~Farm~~their 2consumption of meat, ~~whereas~~and began to eat more beef.

-Chinese 9people’s -dietary structure becomes more diversified and reasonable, bringing larger amount of beef consumption:

~~Cattle~~At ~~Farm~~present, 1:Chinese ~~Cattle~~people ~~Farm~~are 1changing ~~was~~their ~~built~~diet aspatterns ~~a demonstration farm~~ to ~~show~~higher ~~that cattle can be raised in a semi-tropical climate using the Company’s semi-grazing~~ and ~~housing~~richer ~~method~~nutrition. ~~Using~~From ~~the~~a ~~Company’s~~nutritional ~~semi-free growing management system~~perspective, ~~the~~beef ~~cattle~~not ~~are~~only ~~allowed~~contains tohigh ~~graze~~unsaturated infatty ~~the~~acids ~~field~~and ~~during~~high ~~the~~protein, ~~early~~it ~~morning~~also ~~and~~has ~~kept~~low ~~indoors~~fat and ~~out~~lots of ~~the~~nutrition, ~~sun~~which ~~during~~makes ~~the~~it ~~hot~~perfect ~~summer~~for ~~days.~~the ~~This~~healthy ~~method~~diet. ~~has proven reliable~~Thus, ~~with~~ in the ~~growth~~future, ~~rate~~beef ofis ~~the~~expected to ~~cattle~~replace ~~measuring~~some ~~slightly~~parts ~~higher~~of ~~than~~ the ~~cattle~~market atshares ~~SJAP~~in ~~(i.e.~~pork, ~~averaging~~chicken ~~around~~and ~~0.28~~other ~~kg per day per cattle)~~meats.16

~~Cattle~~13 ~~Farm~~Research 2:Report ~~Cattle~~on ~~Farm~~Beef ~~2 is~~Import ~~a beef cattle farm situated~~ in ~~Guangdong Province, Guangzhou City. Cattle Farm 2 is operated by a private company formed in~~ China ~~with Chinese citizens acting as its legal representative as required by Chinese law. Cattle Farm 2 is complementary to Cattle Farm 1~~, having an additional 76 acres of land suitable for growing the Company’s type of pasture (a cross between elephant grass and yellow grass) that has a very high yield rate of over 35 MT per 1/6 acre per year, and containing an average of over 9 percent protein that is very suitable for consumption by cattle. Between the two farms, under normal seasons, they have a capacity to produce up to 30,000 MT of pasture/year collectively that is capable to feed up to 5,000 head of cattle/year based on the consumption rate on average of 6 MT/head.2019-2023

~~These~~14 ~~farms~~China ~~are~~Animal ~~carrying~~Feed onMarket ~~with the growing~~Forecast and ~~fattening~~Opportunities, ~~mainly AYC.~~2019

~~MEIJI~~15 isMeat ~~the~~- ~~marketing and distribution agent for all cattle farms that have been and will be developed by MEIJI using its “Semi~~OECD-~~free~~FAO ~~growing”~~Agricultural ~~management systems~~Outlook ~~and aromatic~~2018-~~feed programs and systems to grow beef cattle.~~2027

~~MEIJI~~16 ~~purchases~~Frost ~~fully-grown~~& ~~cattle~~Sullivan: ~~from~~China’s Cattle Farm 1 and sells them to the cattle wholesalers. MEIJI also buys young cattle from other farmers and sells the young stock to Cattle Farm 1. All cattle farms developed by MEIJI will utilize its “semi-free growing” management system and aromatic-feed programs and systems (which is a feeding program with special selected Chinese herbs to improve the health of the cattle to avoid the use of antibiotics) to raise beef ~~cattle,~~market ~~such~~has ~~that~~great ~~cattle~~growth ~~raised under this program have a distinct aromatic flavor sought by many restaurants in the Guangdong Provinces.~~potential

From 1st October 2019, MEIJI leased its Cattle farms’ operation to Mr. Fan Xin June (the head of the existing management team) as such MEIJI’s revenues are derived from leasing contracts thereon. (Please see MD&A Sector for more details of the Leasing Contract16

The 4.market ~~Plantation~~for ~~(JHST)~~fertilizer ~~division~~in China

~~The~~Sales ~~business~~of ~~division~~fertilizers ~~Plantation~~are ~~refers~~ expected to ~~SIAF’s~~be ~~produce~~supported by ~~production,~~healthy ~~situated~~expansion atof ~~Enping~~agricultural ~~City,~~activities ~~Guangdong~~as ~~Province~~the amount of sown areas continues to grow and rural income levels rise. ~~Revenue~~Farmers ~~for~~will continue 12to ~~months~~register ~~ended~~steadily ~~December 31~~increasing incomes, the result of growing crop prices and government subsidies designed to supplement their ~~2019~~revenues ~~was~~and ~~$4.59~~reduce ~~million~~their ormaterial 22costs.~~28%~~ ofSubsidies ~~the~~aimed ~~Company’s~~directly ~~total~~at ~~sales~~cutting the cost of ~~goods~~fertilizers ~~revenue~~is ofexpected ~~$135~~to encourage additional use.6 ~~million~~In addition, rising crop prices have encouraged farmers to invest in ~~the~~fertilizers ~~same~~to ~~period~~further boost crop yields. ~~Gross profit~~Advances ~~for~~will ~~the~~also be ~~plantation~~driven ~~division~~by ~~for~~increases in the 12acreage ~~months~~of ~~ended~~sown ~~December 31,~~land ~~2019~~dedicated ~~was~~to $0growing cash crops.88 ~~million~~However, orincreasing ~~4.27%~~demand ~~percent~~for oforganic ~~the~~food ~~Company’s~~and improved ~~total~~understanding ~~gross~~of ~~profit~~the ~~for~~correct ~~sales~~application of ~~goods~~fertilizers ofis ~~$20.60~~expected ~~million~~to inprevent ~~the~~demand ~~same~~from ~~period~~rising at a faster pace.

~~JHST~~In isvalue anterms, ~~SFJVC~~fertilizer ~~that~~demand is ~~75% owned by SIAF~~expected consolidated as a subsidiary, and up until 30th September 219, was the owner and operator of a Plantation where mainly Hylocereus Undatus, or Dragon Fruit, and cash crop vegetables, are grown. It was due mainly to ~~the~~grow ~~suffering~~from ~~and combating of plant disease~~ over a$195 ~~long~~billion ~~period~~in of2016 ~~time (2015~~ to ~~2019)~~over ~~and~~$245 ~~the~~billion ~~heavy damages resulted from the strong typhoon~~ in ~~2017~~2020.17 Faster ~~and~~value ~~2018~~growth ,will ~~the~~be ~~Company found~~driven itby nostrong ~~longer~~demand ~~viable~~for tohigher ~~keep~~value ~~working~~multi-nutrient ~~on the plantation~~fertilizers. ~~Therefore~~In ~~from 1st October 2019~~addition, ~~JHST~~advances ~~leased~~will ~~its~~be ~~Cattle farms’~~supported ~~operation~~by tocontinued ~~Mr. Fan~~growth ~~Xin~~in ~~June (the~~fertilizer ~~head~~prices ofas the ~~existing~~cost ~~management~~of ~~team)~~natural asgas, ~~such~~oil, ~~MEIJI’s~~coal, ~~revenues~~and ~~are~~other ~~derived~~raw ~~from leasing~~materials ~~contracts~~continues ~~thereon.~~to ~~(Please see MD&A Sector for more details of the Leasing Contract)~~increase.

Demand 5for fertilizer nutrients in China is projected to grow 4.4 ~~Marketing &~~percent ~~Trading~~annually ~~Division~~through 2015 to 98.1 million metric tons. Nutrient demand will be stimulated by increasing use of higher nutrient level products as income levels grow in rural areas in China. In addition, government efforts to promote multi-nutrient fertilizers will also support gains in fertilizer nutrient demand. Accounting for more than three-fourths of total fertilizer demand in 2010, single-nutrient fertilizers will remain the larger product type through 2015, despite a relatively low growth rate of 2.1 percent per year. Sales of single nutrient fertilizers will continue to be supported by their relatively low prices.

~~Revenue~~The ~~for~~size, 12growth ~~months~~and ~~ended~~composition ~~December 31,~~of fertilizer ~~2019~~demand ~~was~~in ~~$66.23~~the ~~million~~six orregions 48that make up China vary considerably.8% ofThe ~~the~~Central-South ~~Company’s~~and ~~total~~Central-East ~~sales~~will ofremain ~~goods~~the ~~revenue~~two oflargest ~~$135~~regional fertilizer markets.6 ~~million~~Due to the comparatively high income levels in the ~~same~~Central-South ~~period.~~and ~~Gross~~Central-East ¨¨which enable residents ~~profit~~to ~~for~~afford ~~the~~more ~~plantation~~expensive ~~division~~food items ¨ demand for ~~the~~cash 12crops ~~months~~such ~~ended~~as ~~December 31,~~fruits ~~2019~~and ~~was~~vegetables ~~7.36~~will ~~million~~rise in these regions, orwhich 35in turn will fuel demand for fertilizer.~~72%~~ ofSales in the ~~Company’s total~~Northeast ~~gross~~and ~~profit~~Northwest ~~for~~regions ~~sales~~will ofoutpace ~~goods~~the ~~$20.60~~average ~~million~~through in2015, benefiting from the ~~same~~Great ~~period~~Western Development Strategy, the Northeast Revitalization Policy, and increasing income levels for farmers.18

~~Primarily,~~17 ~~the~~Fertilizer ~~Company~~Market ~~distributes~~Global ~~beef~~Report ~~meat~~2017, ~~imported~~Business ~~from~~Research ~~Australia and live-seafood from other countries through its distribution agents in China under their import and export permits conditioned under the China Government’s regulations.~~Company

~~Over~~18 ~~the~~Fertilizers ~~years~~in ~~this~~China, ~~division has developed~~Industry ~~many~~Study ~~reliable~~with ~~suppliers~~Forecasts ~~and~~for ~~supplied~~2015 ~~sources~~& ~~that~~2020, ~~are~~Freedonia ~~supplying~~Group; ~~quality~~June foods to our trust-worthy customers / agencies. Therefore it is within reason to assume that this division will eventually become an effective and major revenue drive of the group once when some of the financing plans will have materialized to allow more working capital being employed in the division.2012

~~- 10 -~~17

~~6. Project~~4．Material ~~Development Division~~Agreements

~~The~~Joint ~~project~~Venture ~~developments (or Technology engineering consulting and services) works are carried out by CA on aquaculture related projects and by SIAF and MEIJI on non-aquaculture and agriculture projects:~~Agreements

The Project Development division earns revenue by providing turnkey project management, engineering services and financing mainly within aquaculture and related up and down-stream activities. Project development revenue for the12 months ended December 31 2019 was $1.72 million or 1.26% of the Company’s ~~total~~has ~~revenue~~two oftypes ~~$135.06 million and gross profit for project development for the same period was $0.13 million or 0.6%~~ of ~~the~~SFJVCs ~~Company’s~~established ~~total~~under ~~gross~~Chinese profit of $20.6 million representing minimal financial contribution due primarily to the Company’s policy of recent years, (since end of year 2017), to restrict employment of capital development funds such that there was hardly any development being carried out since, affecting revenues and gross profits of this division.law:

~~7. Investments~~· inContractual ~~investee~~Joint ~~associates:~~Ventures (“CJV”); and

~~The~~· ~~Company~~Equity ~~presently~~Joint ~~has~~Ventures investments in two associates that their financials are not being consolidated into the Company’s consolidated financials; from 1st October 2016 the carve-off of Tri-way mentioned in earlier 10Ks and 10Qs reports that the Company is holding 36(“EJV”).~~6 % equity interest in Tri-way and from 1st October 2019, the Company lost management control of and is the minority shareholder holding 45% equity stake in SJAP.~~

~~Historical~~Of ~~events:~~the five Chinese joint venture project companies which are CJVs or EJVs, four are CJVs (JFD, JHMC, JHST and SJAP) and one is an EJV (HSA).19

~~Historical~~The ~~Information~~main difference between an EJV and ~~status~~a CJV is that in a CJV, the obligation of CAcapital contribution shall be determined by the contractual parties themselves. The proportions of capital contribution do not have to be fixed between the Chinese and foreign parties. Profit distribution and risk sharing ratio shall also be determined by the contracting parties themselves which do not have to be the same proportions as the parties’s capital contribution ~~consulting~~or shareholding therein. The capital contributing parties may specify their profit and ~~engineering~~risk ~~service~~sharing ~~are~~ratio ~~shown~~only and may or may not specify their shareholdings in the ~~table~~CJV. ~~below:~~One party may make capital contribution by way of non-monetary assets such as rights in lands, factories and machineries etc. while the other party may make capital contribution by way of cash.

Number	Year	Name	Stage of completion
1	2010	Fish Farm 1 (JFD)	Completed and acquired by SIAF
2	2011	Fish Farm 2	Under expansion by Tri-way
3	2011	Cattle Farm 1 (JHMC)	Completed and acquired by SIAF
4	2011	Prawn Farm 1 (EBAPCD)	Completed with hydroponic farm to go
5	2011	Prawn Farm 2 (ZSAPP)	Under expansion by Tri-way
6	2012	Cattle Farm 2 (EAPBCF)	Completed
7	2012	Wholesale Center 1 - Guangzhou (APNW)(Phase 1 & 2)	Completed
8	2012	Central kitchen, distribution network, signature restaurants	Completed
9	2014	Zhongshan New Prawn Project (ZSNP)	Commencing construction
10	2014	Wholesale Center 2 - Shanghai (APNW) (Phase 1)	Completed
11.	2016	Aqua-farm 4 & 5 of the (ZSNP)	90% completed under Tri-way’s direction

In an EJV, the shareholders contribute capital and operate business jointly, and share profits, risks and losses in proportion to their equity contributions. Foreign investor’s capital contribution shall not be less than 25 percent of the total registered capital.

~~Together~~The ~~with its subsidiaries, the~~ Company ~~essentially~~ ~~constitutes~~engages ~~an engineering company providing services~~ in ~~engineering~~projects ~~consultancy,~~based ~~supervision and management~~ on ~~the~~consulting ~~development of agriculture~~ and ~~food~~service ~~based~~agreements ~~projects~~(as indescribed ~~China.~~under ~~These~~“Consulting ~~include~~and ~~the~~Services ~~construction~~Agreements” ofbelow), ~~farms~~whereby ~~(or~~the ~~other~~Company ~~facilities)~~can aschoose ~~well~~whether as the ~~development~~cooperation ofshall ~~business~~continue ~~operations~~under ofa ~~related~~consulting ~~projects that are apply~~ and ~~use~~service ~~the~~agreement ~~Company’s~~or ~~principal~~be ~~technologies, including~~acquired by the ~~following:~~Company.

·Consulting ~~An indoor recirculating aquaculture system (APM-RAS)~~ and ~~designs~~Services ~~for the growing of aquatic animals (fishery indoor);~~Agreement

·Consulting Anand ~~open-dam~~service ~~recirculating Aquaculture System~~ (~~ODRAS~~“C&S”) agreements are important for the ~~growing~~operation of ~~aquatic~~the ~~animals~~Company’s ~~(Fishery~~subsidiaries ~~outdoor);~~and partners. Only the Company’s subsidiaries SJAP and HSA do not and have not operated under C&S agreements.

·19According ~~Semi-free~~to ~~range~~the ~~cattle~~official ~~growing~~documents of ~~systems~~the ~~and~~Company’s ~~design~~Chinese ~~for~~subsidiary ~~raising~~JHMC, ~~cattle~~the registered capital of such subsidiary is USD 2 million that was paid in full by year ended 31 December 2014. As of the date of this Annual Report, MEIJI, a subsidiary of the Company, has contributed USD 400,000 of the subscribed capital, whereas USD 1.6 million of the subscribed capital has not been paid. Moreover, according to the official documents of the Company’s Chinese subsidiary HSA, the registered capital of such subsidiary is USD 2.5 million and ~~sheep~~shall be paid in ~~China~~full no ~~tropical~~later ~~climate~~than ~~locations~~18 July 2013. As of the date of this Annual Report, (eMEIJI, a subsidiary of the Company, has contributed USD 865,000 of the subscribed capital, whereas USD 234,500 of the subscribed capital has not been paid by the Chinese owner.g The aforementioned deadlines can be re-arranged by all the promoters. ~~Cattle~~If ~~Farm~~no 1new atdeadline ~~Enping~~is ~~district);~~agreed upon, failure by MEIJI to make full payment may lead to the other promoters making full payment of the capital contribution on MEIJI’s behalf and requesting MEIJI to compensate for their payment and losses.

~~· Other associated technologies.~~18

~~CA’s~~Initially, ~~standard~~agriculture ~~principal~~and ~~terms~~aquaculture ~~and~~investors ~~conditions~~invite ~~for~~the ~~its~~Company ~~Aquaculture~~to act as a developer and project ~~development~~manager ~~consulting~~of an agribusiness or food-related project. If the management of the Company sees the proposal as interesting, the Company carries out an in-depth study of the target company including legal due diligence, business plan, budget and ~~service~~projected ~~contracts~~financial ~~are~~information. ~~outlined~~The ~~below:~~Company makes the decision through a resolution of the Board of Directors. If the Company determines to proceed, the Chinese investor forms a private Chinese company dedicated to the project and the parties sign a C&S agreement.

·The CACompany isacts as the ~~consulting~~project ~~and~~manager ~~service~~providing turnkey ~~provider~~services asto the ~~turnkey~~Chinese ~~contractor~~developer of the project;, meaning that the Company builds the project using its technology, systems, know-how, and management expertise and systems. As such, the Company’s expenditure in the project includes the Company’s own administration and operational expenses provided for and incurred in the project (charged and recorded under the Company’s general and administrative operation expenses), which are billed to the Chinese developer. All other development expenditures (inclusive of the Company’s subcontractors’ and sub-suppliers’ costs and the Company’s marked up profits) are billed to the Chinese developer who will pay accordingly.

·When ~~The~~the ~~Chinese~~C&S ~~businessmen~~Project ~~are~~Company initiates production the ~~clients~~Company acts as the sole marketer of CAfood products and as the ~~investors~~supplier ~~and~~for ~~owners~~the C&S Project Company under the terms and conditions of the ~~project~~C&S agreement. The Company acts as the selling supplier and buying wholesaler to the company; supplying items such as feed, young cattle, and RAS technological components and buys mature prawns, sleepy cod, eels and live cattle. The Company earns a gross profit of between 10-15% based on the C&S Project Company’s revenue on this exclusivity.

·The CAC&S ~~creates~~Project Company will remain wholly-owned by the Chinese developer until the Company exercises the acquisition option and ~~manages~~subsequently ~~development~~converts ~~schedules~~the company into an SFJVC where the Chinese investor remains as a minority shareholder. The acquisition price is normally determined in accordance with the book value of the Chinese company as of the acquisition date. Consideration will normally consist partly of cash and partly of project loans owed by the Chinese investor, which offset and decrease the purchase proceeds in the corresponding amount. Generally, the agreements that the Company has entered into governing the formation of the unincorporated companies into SFJVCs do not regulate the maturity date for the formation of SFJVC. The date for the formation of the SFJVC is generally left to the discretion of the Company, based on the development and profitability of the relevant project;.

·As CAof isthe ~~responsible~~date toof ~~build~~this Annual Report, the ~~Aquaculture~~Company has ~~project~~entered ~~(including~~into ~~development~~ten C&S agreements. A portion of ~~its~~the ~~business~~C&S ~~operation)~~agreements ~~using~~contain an acquisition premium clause, in which the accumulated C&S project development fees billed by the Company’s ~~APRAS~~will ~~technology,~~be ~~systems,~~paid ~~know-how~~in addition to the equity book value at the time of acquisition. In the event that either of the investors decides to sell all or part of its equity in the SFJVC to any third party, ~~and~~a ~~management~~portion ~~expertise~~of ~~and~~the ~~systems~~agreements require ~~for~~the selling investor to obtain prior consent of the other investor before such sale and onto ~~behalf~~grant the right of first refusal to the ~~developer;~~other investor on the like terms for the intended sale.

As of October 1, 2016, when Tri-way 11became the developer and operator of all fishery C&S Projects formerly under SIAF, CA’s new role is one of turnkey operator appointed by and working on behalf of Tri-way.

·Land ~~The developer is responsible to pay CA for its work, including all subcontractors and suppliers appointed by CA in a timely manner, normally a 60-day term;~~leases

·Private ~~Provision~~ownership ~~clauses~~of ~~allow~~land CAis tonot ~~appoint~~permitted ~~and~~in China. toTherefore, ~~select~~the ~~sub-contractors~~Company leases land that is either collectively owned land or state owned land, through land use rights. Corporate entities and ~~suppliers;~~individuals may own the property (buildings) erected on the land.

~~· Clauses allow extra work and additional work and extra cost provisions; and~~19

·Land ~~Contracts~~use ~~generally~~rights ~~include~~may i)be ~~warranty~~transferred, but they are based on agricultural contracts and ~~limitation~~cannot ofbe ~~liabilities~~changed arbitrarily to non-agricultural purposes. The lease term varies from 27 to 60 years. There are certain uncertainties (e.g., ~~ii)~~lease ~~scope~~term ofmay ~~work~~not exceed 30 years and ~~lists~~all transfers have not yet been registered correctly) in respect of ~~supplies~~certain ~~(including~~leased land due to the fact that not all ~~plant~~requirements have been fulfilled or not yet registered. However, the Company believes it is protected against these uncertainties through its agreements with the relevant local Chinese partners and ~~equipment)~~relevant registration processes have been initiated. The Company’s subsidiary HSA has acquired land use rights for state owned land located in OuChi Village, FengHuo ~~iii)~~Town, ~~installation~~LinLi County, ~~training~~Hunan ~~and~~Province. ~~commissioning~~However, ofHSA has not obtained a land use right certificate for such land, which therefore, for the ~~developments~~time ~~and~~being, ~~business~~cannot ~~operation;~~be ~~and~~lawfully ~~iv)~~mortgaged ~~granting~~or totransferred. Moreover, the Company’s subsidiary CA has entered into a Rural Land Management Rights Sub-Sales Agreement for the acquisition of the contractual operating and use rights toof ~~management~~202 mu of ~~operation~~collective owned land located in Da San Dui Wei You Nan Village, Shenwan Town, Zhongshan City for a period of 30 years. However, the transfer procedures for the land in question have not been completed. CA is not an enterprise registered in mainland China and ~~marketing~~therefore, according to Chinese law, cannot acquire the contractual operating and ~~sales~~use rights of collective owned land. The Company is currently negotiating with Beijing Hengxintianyi Investment Guarantee Co. Ltd. to designate a subsidiary of the ~~produce~~Company ~~and~~in ~~products~~China ~~from~~for the ~~farm’s~~purpose ~~operation~~of entering into a new Rural Land Management Rights Sub-Sales Agreement.

~~The~~License Company’s services are comprehensively supportive with vertically integrated operational activities to provide service for the construction of and the business development of the projects to joint ventures. Consulting services include research and development on grown and growing animals, supply of foundation animals (baby calves, fingerling and breeding stocks etc.), supplying designed and configured plants and equipment to the marketing and sales of the end product.Rights

Through the past 10 years (from 2007 to present) the Company has improved and modified the Recirculating Aquaculture ~~Project~~System ~~Development~~(“RAS”) originally pioneered in Germany into a unique system designed for indoor systems referred to as A Power Module (“APM indoor”) and an outdoor module called open dam RAS (“ODRAS”). We provide two types of licenses under this technology namely, a Developer License permitting a fishery project license to utilize the technology in its design of the APM indoor or ODRAS farms, and an Operator license permitting the use of APM-indoor or ODRAS technology at their respective farms. Each license is granted a 50-year term per assigned module unit for a one-time fee of $50,000 per license, that is a $50,000 fee for rights to the Developer license and a $50,000 fee for rights to the Operator license for 50 years per developed module.

~~Engineering~~On ~~consulting~~November ~~and services provide a comprehensive range of services in the field of aquaculture. These include research and development~~12, ~~brood stock supply~~2008, ~~nurturing of~~the fish fingerlings and prawn post-larvae as well as growing of fish and prawns, engineering designs and planning of farms and associated operations, technology and related implementation, supervision, training and conducting trials, management of farm operation and construction, supply of plants and equipment, training of maintenance and operational services, sales, transportation and marketing of fish and prawns, as well as financing. The Company’s ~~management~~subsidiary TRW ~~team~~entered ~~and~~into ~~staff~~an inagreement ~~Guangzhou~~with ~~conduct~~ the ~~engineering~~inventor ~~and consulting work. The Company directs the scope~~ of ~~work~~a sopatent, ~~that building subcontractors deliver projects efficiently and cost effectively~~Mr. ~~Using~~ ~~locally~~Shan ~~manufactured equipment~~Dezhang, ~~parts~~concerning ~~and components customized to~~ the ~~Company’s~~sale ~~proprietary designs~~ and ~~engineering specifications,~~purchase ~~production~~of ~~costs~~the ~~for~~master ~~machinery and facilities are far lower compared to foreign aquaculture systems. The Company~~license ~~believes~~rights ~~that~~of ita ~~delivered~~patent ~~the~~registered ~~first~~in ~~indoor~~China ~~re-circulated~~with ~~aquaculture~~patent ~~prawn~~number ~~farm in Asia~~ZL200510063039.9.

~~From~~On ~~October 1~~May 15, ~~2016~~2009, ~~onward:~~Tri-way (as licensor) entered into a sub-license agreement with SJAP (as licensee) concerning the sub-licensing of the above-mentioned patent (ZL200510063039.9). For further information on the aforementioned agreements, please refer to the section entitled “Intellectual Property Rights” above.

CA has granted to Tri-way a Technology Master License for China, such that starting from October 1, 2016, all future fishery project development in China using APM-RAS or ODRAS will be developed by Tri-way5. CAGovernment ~~has been hired by Tri-way as the Company’s turnkey contractor to provide consultation respective of Tri-way’s operations.~~regulation:

~~CA’s~~Regulation ~~aim,~~of ~~in addition to providing~~M&A ~~quality service to Tri-way in China, is expecting to expand its reach to introduce~~ and ~~help~~Overseas ~~implement its APM-RAS and ODRAS plant and equipment and services, worldwide.~~Listings

~~2017~~On ~~Research~~August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce (the “MOFCOM”), the State Assets Supervision and ~~development~~Administration Commission, the State Administration of Taxation (R“SAT”), the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission (“CSRC”), and the State Administration of Foreign Exchange (the “SAFE”), jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&DA Rules”), which ~~works~~became effective on ~~technologies~~September 8, 2006 and was amended on June 22, 2009. The M&A Rules include provisions that purport to require that an offshore special purpose vehicle formed for purposes of the overseas listing of equity interests in PRC companies and ~~associated~~controlled directly ~~future~~or ~~developments~~indirectly by PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

On September 21, 2006, the CSRC published on its official Website procedures regarding its approval of overseas listings by special purpose vehicles. The ~~Mexican~~CSRC approval ~~White~~procedures ~~Prawns~~require ~~(MWP)~~the filing of a number of documents with the CSRC. The application of this new PRC regulation remains unclear, with no consensus currently existing among leading PRC law firms regarding the scope of the applicability of the CSRC approval requirement.

During Q4 2017, CA started the construction and development of an indoor APM-RAS experimental farm (“MWEF”) at Enping’s Aqua-farm (1) (or FF1) for the growing of Mexican White prawns (“MWP”) which is a salt water spices of prawns grown mostly in China or other countries in open dams and channels that have access to sea water. However, due to the rapid growth of industrialization and the increase of prawn growing farms over the past years, pollution has been affecting the quality of sea water in terms of increasing diseases and other associated problems to the MWP industry, thus, reducing the economic viability of the prawn industry by reducing its productivity. The aim of the MWEF is to achieve the growing of MWP economically and commercially in stable environmental conditions supported by economic sustainability so that they can be developed at a lower capital expenditure and returning on capital investments within a reasonable period of time (targeting within 18 to 24 months).20

~~Our~~The ~~teams~~M&A ~~(including~~Rules ~~some newly recruited~~also ~~technicians~~establish ~~and~~procedures ~~experts) are working diligently on the project having already overcome various problems in construction~~ and ~~associated preparation~~requirements work on growing MWP, expecting to stock prawn fingerling (PL7days) within the 1st week in April 2018 and if all goes according to plan, are anticipating harvests to begin taking place 7 weeks later (beginning of June 2018) for the smaller sized prawns (i.e. 50/60 pieces/Kg) and final harvest on or before end of June for the larger sized prawns (i.e. 20/25 pieces/Kg). This MWEF is being constructed on a 1000 m2 surface area that ~~has~~could 4make ~~grow-out~~some ~~tanks (to~~acquisitions ~~contain 480 m3~~ of ~~water,~~Chinese ~~collectively)~~companies ~~with each tank to have 120m3 of water that is being recycled and serviced~~ by 2foreign ~~tanks (each~~investors ofmore ~~25m3) that have inbuilt filtration and water treatment systems aiming to produce 3Kg of small sized prawns/m3 of water~~time-consuming ~~within 7 weeks~~ and ~~6Kg/m3 of larger sized prawns within 10 weeks. This production aims to enhance harvests by approximately 3~~complex,~~000 Kg~~ ~~(or~~including 3requirements ~~MT)~~in ~~per~~some ~~harvest~~instances ~~(15~~that ~~MT/year) of larger sized prawns based on 5 harvests per year. In 2017,~~ the ~~average~~MOFCOM ~~of wholesale prices of (MWP) prawns is RMB50/kg for small sized prawn and RMB150/Kg for larger sizes. This will mean that there will~~ be ~~RMB2.25~~notified ~~million sales~~in ~~revenues~~advance ~~generated per year per 1,000 m2~~ of ~~developed~~any ~~floor area. We are optimistic to achieve this milestone~~ change-of-control ~~securing sound~~transaction ~~fundamentals for the growing MWP~~ in ~~high salinity water in China under our APRAS system. Up to the end December 2018,~~which at AF1 we had conducted 5 trials in growing MWP in high salinity water (up to 26/1000) with mixed results. We had three trials associated with high mortality, low yield and disease problems, one trial affected by heavy minerals in the water and the final trial with good results where 85% of MWP reached an average body weight of 25 gram per piece during a ~~grow-out~~foreign ~~period~~investor oftakes ~~100~~control ~~days from 10 days old where the quality~~ of ~~the MWP were excellent and had~~ a ~~great~~Chinese ~~natural~~domestic ~~taste~~enterprise.

-In 12February -2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“Circular 6”), which established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire “de facto control” of domestic enterprises with “national security” concerns. In August 2011, the MOFCOM promulgated the Rules on Implementation of Security Review System (the “MOFCOM Security Review Rules”), to replace the Interim Provisions of the Ministry of Commerce on Matters Relating to the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the MOFCOM in March 2011. The MOFCOM Security Review Rules, which came into effect on September 1, 2011, provide that the MOFCOM will look into the substance and actual impact of a transaction and prohibit foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions.

~~Although~~On ~~the~~October ~~final~~23, ~~trial’s result~~2019, ~~was~~the ~~encouraging,~~SAFE issued the ~~Company’s~~Notice ~~desire~~of tothe ~~develop~~State ~~and~~Administration ~~construct~~of aForeign ~~production~~Exchange ~~plant~~to onFurther ~~100~~the MuFacilitation of ~~land~~Cross-border ~~next~~Trade toand ~~AF1~~Investment, which ~~using~~cancelled ~~green-house construction~~restrictions ~~systems~~on ~~has~~the ~~been~~use ~~put~~by onforeign-invested ~~temporary~~companies ~~hold~~that ~~until~~are ~~such~~not ~~time~~investment ~~that~~companies ~~the~~of ~~Company~~their ~~improves~~capital ~~its~~funds ~~cash-flow~~for equity investments.

·Regulation ~~The~~of ~~Fresh~~Foreign Currency ~~Water~~Exchange ~~Prawns~~and ~~(BJP)(~~Dividend ~~M. Rosenbergii) & AF4/AF5~~Distribution

~~During~~The ~~2017,~~principal regulations governing foreign currency exchange in China are the ~~Aqua-farm~~Foreign Exchange Administration Regulations (~~4) (~~the “~~AF4~~FX Regulations”), atwhich were last amended in August 2008. Under the ~~Mega~~FX ~~Farm~~Regulations, ~~Project~~the ~~tried~~RMB tois ~~grow~~freely ~~multiple~~convertible ~~batches~~for current account items, including the distribution of ~~Fresh~~dividends, ~~Water~~interest ~~Prawns~~payments, ~~(“BJP”)~~trade inand ~~commercial~~service-related ~~quantity~~foreign exchange transactions, but not for capital account items, ~~(i.e.~~such ~~stocked~~as ~~over~~direct 1investments, ~~million~~loans, ~~fingerling~~repatriation (of ~~PL24~~investments ~~days)~~and ~~per~~investments ~~APM~~in ~~tank~~securities outside of ~~200m3~~China, ofunless ~~water~~the toprior ~~nurture~~approval of the ~~fingerling~~SAFE upis toobtained 54and ~~days~~prior ~~old supported~~registration with 4the ~~other~~SAFE ~~APM~~is ~~tanks~~made. ~~for~~On ~~further~~August ~~grow-out~~29, up2008, tothe 18SAFE ~~weeks~~issued ~~old)~~a ~~but~~notice, ~~did~~Circular ~~not~~142, ~~obtain~~regulating the ~~optimal~~conversion ~~results~~by ~~mainly~~a ~~due~~foreign-invested tocompany ~~the BJP~~of ~~having~~foreign ~~not~~currency ~~reached~~into ~~their~~RMB ~~desired~~by ~~size~~restricting onhow ~~schedule,~~the ~~with~~converted RMB may be used. Circular 142 requires that the ~~majority~~registered capital of ~~them~~a ~~not~~foreign-invested ~~showing~~company ~~any~~settled ~~further~~in ~~growth~~RMB ~~occurring~~converted ~~after~~from foreign currencies may only be used for ~~week~~purposes ~~12.~~within Asthe ~~such,~~business AFscope 4approved ~~had~~by tothe ~~alter~~applicable ~~its~~governmental ~~plan~~authority ofand ~~growing~~may ~~mainly~~not ~~BJP~~be toused ~~growing~~for ~~fish~~equity (iinvestments within the PRC.e. ~~Jade~~In ~~Perch~~addition, ~~Silver~~the ~~cods~~SAFE ~~and~~increased ~~other~~its ~~mixed fish)~~oversight ~~within~~of ~~some~~the flow and use of the ~~APM~~registered ~~tanks~~capital of a foreign-invested company settled in ~~order~~RMB toconverted ~~maintain~~from aforeign ~~certain~~currencies. ~~level~~The use of ~~productivity~~such atRMB ~~the~~capital ~~farm.~~may Innot ~~conjunction~~be ~~with~~changed ~~this~~without ~~exercise~~the SAFE’s approval, and may not ~~AF4~~in ~~had~~any case be used to ~~develop~~repay ~~800~~RMB Muloans if the proceeds of ~~open~~such ~~dams~~loans ~~(“ODRAS”)~~have ~~that~~not ~~were~~been ~~built~~used. ~~using~~Violations ~~CA’s~~of ~~2nd~~Circular ~~generation~~142 ~~open~~will ~~dam~~result ~~recirculating~~in severe ~~aquaculture~~penalties, ~~systems)~~such toas ~~grow~~heavy ~~fish~~fines. toAs ~~certain~~a ~~sizes~~result, ~~before~~Circular ~~they~~142 ~~were~~may ~~transferred~~significantly limit our ability to ~~the~~transfer ~~indoor~~cash ~~APM~~or ~~farm~~other ~~for~~assets ~~final~~from ~~grow-out,~~The Company and ~~allow~~/or ~~the~~our ~~transfer~~other ofnon-PRC subsidiaries into our subsidiaries in the 12PRC, ~~week~~which ~~old~~may ~~BJP~~adversely ~~grown~~affect inour ~~the~~business ~~indoor~~expansion ~~APM~~and we ~~tanks~~may tonot be ~~moved~~able to convert the ~~ODRAS~~net ~~dams~~proceeds ~~for~~into ~~further~~RMB ~~grow-out~~to invest in aor acquire any other PRC companies, or establish other variable interest ~~larger~~entities ~~area~~(“VIEs”) in the PRC.

Also, in Q3 2017, AF4’s ODRAS open dams suffered damage to its temporary built properties (i.e. the staff quarters, offices, laboratory, etc.) as well as use of AF4, itself, losing many fish and prawns stocked in the open ODRAS dams by one of the strongest typhoons in the past decade hitting the Mega Farm property and other areas of the southern coast of Guangdong Province. Although there was no structural damage done to the main APM farm buildings the damage had interrupted production until repairs were performed to both the APM tanks and ODRAS dams for the transfer of the prawn and fish, and, as such, AF4 decided in Q4 2017 to slow down its grow-out activities until after the Chinese New Year (ended end of February 2018) and in the interim to concentrate on its research and development work on the grow-out of BJP in the APM tanks aiming to find a solution to improve the growth rates and grow-out sizes of BJP to 18-weeks. Research will be focused on system design and water quality limitations. Progress is being made to improve in-tank water chemical and physical characteristics, and source water mineral composition for prawn growth. In addition, progress has been made to understand and manipulate in-tank bacterial populations to create a healthier overall rearing environment. During the first quarter of 2018, research will also assess the biological and economic feasibility of all-female and all-male populations of prawns, using patented endocrine disruptor technologies from third-party collaborators. Such non-GMO technologies result in overall faster and more uniform growth of cohorts compared to mixed populations of both males and females.21

InDividends ~~fact,~~paid ~~the~~by ~~operation~~a PRC subsidiary to its overseas shareholder are deemed income of ~~AF4~~the ~~(Production~~shareholder and are taxable in the PRC. Pursuant to the Administration ~~factory~~Rules ~~1),~~of the ~~operation~~Settlement, Sale and Payment of ~~AF5~~Foreign Exchange (~~Production~~1996), ~~factory~~foreign-invested 2)enterprises ~~and~~in the ~~open~~PRC ~~dams~~may atpurchase ~~the~~or ~~Mega~~remit ~~Farm~~foreign currency, ~~Project~~subject ~~had~~to a ~~poor~~cap ~~start~~approved ~~and~~by ~~performed badly~~the inSAFE, ~~2017~~for settlement of current account transactions without the approval of the SAFE. ~~During~~Foreign currency transactions under the ~~first~~capital ~~half~~account ofare ~~2018,~~still wesubject ~~incurred~~to ~~debts~~limitations ~~over~~and ~~RMB~~require 30approvals ~~million~~from, ~~due~~or ~~the~~registration ~~followings~~with, ~~events~~the SAFE and ~~reasons:~~other relevant PRC governmental authorities.

In October 2005, the SAFE promulgated the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles (i“Circular 75”). ~~Unsuccessful~~Under ~~management~~Circular ~~coordination~~75, ~~resulting~~which was issued by SAFE effective November 1, 2005, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in ~~low~~an ~~productivity~~onshore ~~and~~enterprise ~~sales~~located in the PRC. An amendment to the registration or filing with the local SAFE branch by such PRC resident is also required for the injection of ~~products~~equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company. Moreover, Circular 75 applies retroactively. As a result, PRC residents who, prior to November 1, 2005, had established or acquired control of offshore companies that had made onshore investments in the PRC prior to were required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006.

~~(ii)~~Since May 2007, the SAFE has issued a series of guidance to its local branches with respect to the operational process for the SAFE registration under Circular 75. ~~Over~~The ~~spending~~guidance onprovides ~~capital~~more ~~expenditure~~specific onand ~~Phase~~stringent ~~(1)~~supervision of the ~~Mega~~registration ~~Farm~~required ~~Project~~by ~~which~~Circular ~~exceeded~~75. For example, the ~~original~~guidance imposes ~~budget~~obligations on onshore subsidiaries of ~~US$50~~an ~~million~~offshore entity to make true and accurate statements to the local SAFE authorities regarding any shareholder or beneficial owner of the offshore entity who is a PRC citizen or resident. Untrue statements by ~~more~~the ~~than~~onshore ~~60%~~subsidiaries will lead to potential liability for the subsidiaries and, in some instances, for their legal representatives and other related individuals.

·Under Asthe arelevant ~~result~~rules, failure itto ~~limited~~comply ~~cash-flow~~with tothe ~~support~~registration procedures set forth in Circular 75 may result in restrictions being imposed on the ~~needs~~foreign exchange activities of ~~working~~the relevant onshore company, including increases in its registered capital, ~~that~~payment ~~affected~~of dividends and other distributions to its offshore parent or affiliate and capital inflows from the ~~overall~~offshore ~~production~~entity, and ~~sales~~may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who control our company from time to time are required to register with the SAFE in connection with their investments in us.

·On ~~And~~December as25, ~~a result~~2006, the ~~there~~People’s ~~were~~Bank ~~not~~of ~~enough~~China ~~funds~~(the to“PBOC”) ~~complete~~issued ~~some~~the ofAdministration ~~the~~Measures ~~supporting~~on ~~facilities~~Individual ~~needed~~Foreign Exchange Control and related Implementation Rules were issued by the ~~APM~~SAFE ~~farms~~on (iJanuary 5, 2007.e. Both became effective on February 1, ~~the~~2007. ~~external~~Under ~~filtration~~these ~~systems~~regulations, all ~~lighting~~foreign exchange transactions involving an employee share incentive plan, ~~electrical~~share ~~wiring~~option plan, ~~external~~or ~~drainages~~similar ~~for~~plan ~~waste~~participated ~~water~~in ~~and~~by ~~connection~~onshore individuals ~~and~~may ~~fitting~~be ~~for~~conducted only with approval from the ~~supply~~SAFE ofor ~~fresh~~its ~~water~~authorized ~~etc~~branch. Under the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company (“Offshore Share Incentives Rules”), ~~supporting~~which ~~external~~was ~~water~~issued ~~dams~~by ~~and~~the ~~waste~~SAFE ~~water~~on ~~treatment~~February ~~dams~~15, 2012, PRC citizens who are granted share options, restricted share units or restricted shares by an overseas publicly listed company are required to register with the ~~heating~~SAFE ~~facility~~or its authorized branch and ~~part~~to comply with a series of other requirements. If we, or the ~~internal~~PRC ~~filtration~~employees ~~systems~~of ~~that~~ours ~~made~~who ithold ~~difficult~~options, ~~for~~restricted ~~the~~share ~~farms~~units or restricted shares fail to ~~carry~~comply ~~out~~with ~~their~~these ~~production~~registration ~~efficiently~~or other procedural requirements, we, and/or such employees may be subject to fines and other legal sanctions.

(iii). AP4 and AP5 are the biggest AP farms that the Company built and the Company did not have a sufficient management team to support their production operations; most of the newly recruited APM farm management personnel & workers did not have the knowledge and experience with the APRAS technology and systems and as a result, there were many mistakes made during their learning curve affecting the farms’ production.22

The principal regulations governing distribution of dividends of foreign holding companies include the Foreign Investment Enterprise Law (iv1986)., ~~The~~which ~~two~~was ~~APM~~amended in ~~farms~~October ~~are~~2000, and the ~~biggest~~Administrative ~~indoor~~Rules ~~farms~~under ~~that~~the weForeign ~~have~~Investment ~~ever~~Enterprise ~~built~~Law (2001). Under these regulations, ~~and~~foreign weinvestment enterprises ~~didn't~~in ~~have~~China ~~enough~~may ~~experienced~~pay ~~personnel~~dividends toonly ~~support~~out of their ~~operation;~~accumulated profits, if any, determined in accordance with PRC accounting standards and ~~managers~~regulations. In addition, foreign investment enterprises in China are required to allocate at least 10% of ~~other~~their ~~smaller~~accumulated ~~sized~~profits each ~~APM~~year, ~~farms~~if ~~could~~any, ~~not~~to ~~work~~fund ~~with~~certain reserve funds unless these reserves have reached 50% of the ~~Mega~~registered ~~Farm’s~~capital ~~top~~of ~~management~~the orenterprises. These ~~his~~reserves ~~team~~are ~~under~~not ~~his~~distributable ~~management~~as cash dividends.

-Laws 13and -Regulations Related to Employment and Labor Protection

On ~~(v).~~June ~~The~~29, ~~production~~2007, ~~operation~~the National ofPeople’s Congress promulgated the ~~AF4~~Employment ~~and~~Contract ~~AF5~~Law ~~started~~of ~~prematurely~~PRC ~~before~~(“Employment ~~all~~Contract ~~the~~Law”), ~~completion~~which became effective as of ~~their~~January ~~construction &~~1, ~~development~~2008, ~~works~~and ~~leading~~was toamended ~~the~~on ~~situation~~December ~~that~~28, at2012. ~~times,~~The ~~the~~Employment ~~property~~Contract ~~management~~Law ~~team~~requires ofemployers ~~the~~to ~~Mega~~provide written ~~Farm~~contracts ~~Project~~to ~~gave~~their ~~direction~~employees, torestricts the ~~farm~~use ~~production~~of ~~operation~~temporary ~~teams~~workers ~~resulting~~and inaims ~~wrong~~to ~~decisions~~give ~~that~~employees ~~caused~~long-term ~~many~~job ~~mistakes~~security.

Pursuant ~~(vi). Guangzhou~~to ~~experienced~~the aEmployment Contract ~~very~~Law, ~~hot~~employment ~~summary~~contracts inlawfully ~~2017~~concluded ~~that~~prior ~~killed~~to ~~and retarded many stocks in~~ the ~~open~~implementation ~~dams and one~~ of the ~~big typhoons~~Employment ~~during~~Contract ~~August 2017~~Law ~~caused~~and ~~flooding~~continuing ~~that~~as ~~washed away hundreds~~ of the ~~tons~~date of ~~fish~~its ~~and~~implementation ~~prawns~~shall incontinue ~~the~~to ~~open~~be ~~dams~~performed. ~~that would~~Where ~~have~~an ~~been~~employment ~~ready~~relationship ~~for~~was ~~harvest~~established inprior ~~September &~~to ~~October~~ the implementation of ~~2017.~~the ~~Also,~~Employment ~~the~~Contract ~~extremely~~Law ~~strong~~but ~~Typhoon~~no ~~in September 2018~~written ~~caused~~employment ~~power~~contract ~~stoppage that~~was ~~killed~~concluded, ~~hundreds~~a ofcontract ~~tons~~must ofbe ~~stock~~concluded ~~including~~within ~~some~~one ~~valuable~~month ~~brood~~after ~~stock~~its implementation.

·On BySeptember ~~May~~18, ~~2018~~2008, the ~~our~~State ~~CEO~~Council &promulgated ~~teams~~the (Implementing Regulations for the ~~“Team”)~~PRC atEmployment ~~head~~Contract ~~office~~Law ~~took~~which came into effect immediately. These regulations interpret and supplement the ~~following~~provisions ~~actions:~~of the Employment Contract Law.

1.As ~~Stop~~of ~~all~~December ~~production~~31, &2020, we ~~operation~~had ofentered ~~all~~written ~~farms~~employment ~~(covering~~contracts ~~both~~with ~~in-door~~three ~~APM~~of ~~farms~~our ~~and open dam farms)~~employees.

2.Income ~~Sell off most inventories in all farms.~~Tax

3On March 16, 2007, the National People’s Congress approved and promulgated the Enterprise Income Tax Law (the “EIT Law”). ~~Trim~~On ~~down~~December 6, 2007, the State Council approved the Implementing Rules. Both the EIT Law and its ~~work~~Implementing ~~force~~Rules bybecame 85effective on January 1, 2008. Under the EIT Law and the Implementing Rules, which superseded the previous Income Tax Law, the enterprise income tax rate for both domestic companies and foreign invested enterprises is unified at 25%. On December 26, 2007, the State Council promulgated the Circular on Implementation of Enterprise Tax Transition Preferential Policy, or ~~more~~the ~~from~~Preferential ~~155~~Policy ~~persons~~Circular. The EIT Law, its Implementing Rules and the Preferential Policy Circular provide a five-year transitional period for certain entities that had enjoyed a favorable income tax rate of less than 25% under the previous Income Tax Law and were established before March 16, 2007, during which period the applicable enterprises income tax rate shall gradually increase to 25%.

4On April 14, 2008, the Administration Measures for Recognition of High and New Technology Enterprises, or the Recognition Measures, were jointly promulgated by the Ministry of Science and Technology, the Ministry of Finance, and the SAT, which sets out the standards and process for granting the high and new technology enterprises status. ~~Trim~~According ~~down~~to ~~all~~the ~~operational~~EIT ~~expenditures~~Law and its Implementing Rules as well as the Recognition Measures, enterprises which have been granted the high and new technology enterprises status shall enjoy a favorable income tax rate of 15%. The new EIT Law and its Implementation Rules also provide that “software enterprises” enjoy a two-year income tax exemption starting from the ~~farms~~first profit making year, followed by a reduced tax rate of 12.5% for the subsequent three years.

~~5. Stop all capital expenditure of the MFP~~23

6The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. ~~Reorganize~~The Implementing Rules merely defines the location of the “de facto management ~~team~~body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” The SAT issued the Circular regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. The SAT issued the Bulletin regarding the Administrative Measures on the Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Interim) on July 27, 2011, which became effective on September 1, 2011, providing more guidance on the implementation of Circular 82. This bulletin clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although both Circular 82 and the bulletin only apply to offshore enterprises controlled by PRC enterprises, not companies like us, the determining criteria set forth in Circular 82 and the bulletin may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. Based on a review of surrounding facts and circumstances, the Company does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history of the EIT Law, should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% retroactive to January 1, 2008.

7The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a Foreign Invested Enterprise (an “FIE”) to its immediate holding company outside of China if such immediate holding company is considered a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. ~~Form~~Such withholding income tax was exempted under the previous law. The State of Nevada, where the Company is incorporated, does not have such tax treaty with China. The SAT further promulgated a ~~selective~~circular, ~~team~~or Circular 601, on October 27, 2009, which provides that the tax treaty benefits will be denied to ~~start~~“conduit” ~~talking~~or shell companies without business substance and that a beneficial ownership analysis will be used based on a “substance-over-form” principle to determine whether to grant the ~~creditors~~tax treaty benefits. Most our subsidiaries in China are directly held by our non-Chinese subsidiaries. If we are regarded as a non-resident enterprise and our non-Chinese subsidiaries are regarded as resident enterprises, then our non-Chinese subsidiaries may be required to pay a 10% withholding tax on any dividends payable to us. If our non-Chinese subsidiaries are regarded as non-resident enterprises, then our PRC subsidiaries may be required to pay a 5% withholding tax for any dividends payable to our non-Chinese subsidiaries, however, it is still unclear at this stage whether Circular 601 applies to dividends from our PRC subsidiaries paid to our non-Chinese subsidiaries, and if our non-Chinese subsidiaries were not considered as “beneficial owners” of any dividends from their PRC subsidiaries, whether the dividends payable to our non-Chinese subsidiaries would be subject to withholding tax at a rate of 10%.

·The ByEIT ~~July~~Law ~~2018~~and its Implementation Rules have tried to scrutinize transactions between related parties. Pursuant to the ~~Team~~EIT ~~managed~~Law and its Implementation Rules, the tax authorities may impose mandatory adjustment on tax due to ~~rectify~~the extent a related party transaction is not in line with arm’s-length principle or was entered with a purpose to reduce, avoid or delay the ~~following:~~payment of tax. On January 8, 2009, the SAT issued the Implementation Measures for Special Tax Adjustments (Trial), which clarifies the definition of “related party” and sets forth the tax-filing disclosure and documentation requirements, the selection and application of transfer pricing methods, and transfer pricing investigation and assessment procedures.

~~1. All open dam operations stopped with about two tanks of stock remaining in the APM farms.~~24

2On December 10, 2009, the SAT issued a circular on Strengthening the Administration of Enterprise Income Tax Collection on Income Derived from Equity Transfer by Non-resident Enterprise, or Circular 698. ~~There~~Pursuant ~~were~~to ~~just~~Circular 20698, ~~workers~~non-resident ~~remaining~~enterprises atshould declare any direct transfer of equity interest of PRC resident enterprises and pay taxes in accordance with the ~~farm~~EIT ~~complex~~Law and relevant laws and regulations. For an indirect transfer, if the effective tax rate for the transferor (a non-PRC-resident enterprise) is lower than 12.5% under the law of the jurisdiction of the direct transferred target, the transferor is required to submit relevant transaction materials to PRC tax authorities for review. If such indirect transfer is determined by PRC tax authorities to be a transaction without any reasonable business purpose other than for tax avoidance, the gains derived from such transfer will be subject to PRC income tax.

On February 3, 2015, the SAT issued a Public Notice [2015] No. 7, ~~Closed~~or Public Notice 7, to supersede existing provisions in relation to the ~~operation~~Indirect atTransfer as set forth in Circular 698, while the ~~head~~other ~~quarter~~provisions ~~office~~of atCircular ~~Zhongshan~~698 ~~City~~remain in force. Public Notice 7 introduces a new tax regime that is significantly different from that under Circular 698. Public Notice extends its tax jurisdiction to capture not only Indirect Transfer as set forth under Circular 698 but also transactions involving transfer of immovable property in China and assets held under the establishment and place in China of a foreign company through the offshore transfer of a foreign intermediate holding company. Public Notice 7 also addresses the transfer of the equity interest in a foreign intermediate holding company widely. In addition, Public Notice 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and introduces safe harbor scenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee of the Indirect Transfer as they have to make self-assessment on whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly.

4The PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Public Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. ~~Cut~~We ~~down~~may pursue acquisitions in the future ~~Mega~~that ~~Farm’s~~may ~~monthly~~involve ~~expenditures~~complex ~~from~~corporate ~~RMB1~~structures.5 ~~million/month~~If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to ~~within~~the ~~RMB~~taxable ~~450~~income of the transactions under SAT Circular 59,~~000/month~~ Circular 698 and Public Notice 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

56. ~~Cut~~RISK ~~off more than 95% in capital expenditure spending~~FACTORS.

6Investing in our common stock involves a high degree of risk. ~~Temporary~~You ~~clamming~~should ~~down~~carefully ~~many~~consider ~~creditors~~each of the following risks and ~~reduced~~all ~~the~~other ~~Mage~~information ~~Farm’s~~in ~~debt~~this Annual Report before deciding to invest in our common stock. If any of ~~RMB~~these 30risks ~~million~~actually tooccur, ~~just~~our ~~under~~business, ~~RMB~~financial 21condition, ~~million~~results ~~financed~~of byoperations, ~~other~~and ~~Segments~~our future growth prospects would suffer. Under these circumstances, the share price and value of ~~operation~~our common stock could decline and ~~loans~~you ~~granted~~could lose byall ~~friendly~~or ~~third~~part ~~parties~~of your investment. The risks and uncertainties described in this Annual Report are the only material risks and uncertainties that we presently know to be facing our company.

7This Annual Report contains forward-looking statements. Forward-looking ~~Starting~~statements anticipate future events or future financial performance. This Annual Report also contains market data related to ~~look~~our ~~into~~business and industry. This market data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from projections based on them. As a result, our markets may not grow at the ~~revitalized~~rates ~~plan~~projected by these data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, results of operations, financial condition and the ~~MFP~~market price of our common stock.

~~· By August 2018, the Team initiated the interim direction of the MFP aiming to achieve the following objectives & directions as soon as possible:~~25

1.Currently, ~~Production~~we ofconduct ~~the~~our ~~APM~~business ~~farms~~operations in ~~are~~ the ~~most~~People’s ~~important~~Republic ~~fundamentals and it will not mean anything if that cannot be achieved within a short space~~ of ~~time~~China. ~~considering~~As ~~that~~China’s ~~the~~economy ~~Mega~~and ~~Farm~~its ~~Project still has a monthly operational expenditure of RMB 450~~laws,~~000/month~~ ~~excluding~~regulations ~~depreciation & amortization~~ and ~~the~~policies ~~Research~~may and ~~Development~~do ~~(R&D)~~differ ~~Team~~from ~~monthly~~those found ~~wages~~in ~~and~~the ~~expenses are adding an extra (RMB 230~~West,~~000~~ toand ~~RMB~~change ~~240~~continually,~~000/month)~~ ~~making~~we ~~the~~face ~~total~~certain ~~operation~~risks ~~expenses~~that atare ~~RMB~~summarized ~~690,000/month~~in ~~collectively~~this section.

2.Risks ~~Must~~Related ~~develop an operational team that can work effectively and cohesively for the benefit of the Company without fraction among one another and be friendly with one another~~ to ~~help~~Our each other to develop efficiency and proficiency as a team that can be relied upon. The Team must be able to work hard, relentlessly and diligently under the Chinese farming customs and practice that is a 24/7 hours per week such that management must keep that in mind and organize their respective roster schedule accordingly.Company

3.Subsequent ~~All management must try~~ to dothe ~~all~~Tri-way ~~interim retrofitting~~carve-out, ~~remodeling, and reconstruction work at~~ the number ~~lowest cost as possible and to use whatever is available from inventory without having to buy more new plants and equipment, materials and parts and component etc. The moral~~ of ~~the~~direct ~~spirit~~major iscustomers ~~that~~associated nowith ~~matter~~SIAF ~~how~~subsidiaries ~~hard~~has ~~and~~been ~~difficult, the priority is production that must be made to happen, and watch every penny that needs to be spent and don't spend any unless it is absolutely necessary~~reduced.

4.Subsequent Toto ~~have~~the ~~all~~Tri-way ~~production~~carve-out, ~~sections~~the ~~find~~number of ~~some~~direct ~~extra-funds~~major ~~(whether~~customers ~~from~~associated ~~its~~with ~~own~~SIAF ~~savings~~subsidiaries orhas ~~from~~been ~~friendly~~reduced, ~~investors)~~with tothe ~~support~~concentration ~~part~~ of ~~the~~major ~~working~~customers ~~capital~~now handled through the SJAP and ~~capital~~SIAF/CA’s ~~expenditure~~import/export ~~needs~~trading ~~during~~division (the ~~interim~~“Corporate ~~periods.~~Division”) Invia ~~this~~its ~~respect~~main distribution agent, Shanghai ~~the~~Virgo ~~past~~Trading ~~attitude~~Co. Ltd. (“Virgo”) such that a loss of ~~looking~~business atwith ~~hand~~Virgo -will ~~out~~have ~~from~~an adverse effect on SIAF’s Corporate Division operational performance. The Corporate Division accounted for 8.2% of consolidated revenues during the ~~head~~fiscal ~~quarter~~year ended isDecember ~~definitely~~31, ~~out~~2018.

5.We ~~There~~may isbe nounable ~~borrowing~~to ~~unless~~maintain ~~production~~an ~~will~~effective system ~~have~~of ~~the~~internal ~~ability~~control over financial reporting, and as a result we may be unable to ~~repay~~accurately ~~the~~report ~~borrowings~~our ~~satisfactorily~~financial results.

6.Our ~~All~~reporting ~~production~~obligations ~~must~~as bea ~~profitable~~public ~~ultimately~~company place ~~within~~a ~~schedule;~~significant strain on our management, operational and ~~any~~financial ~~mistakes~~resources ~~(if~~and ~~any)~~systems. ~~must~~If bewe ~~rectified~~fail ~~within~~to ~~the~~maintain ~~shortest~~an ~~time~~effective ~~possible~~system of internal control over financial reporting, we could experience delays or inaccuracies in reporting our financial information, or non-compliance with SEC reporting and ~~repetition~~other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of ~~the~~public ~~same~~confidence in ~~mistakes~~our ~~will~~management, ~~not~~which becould, ~~tolerated~~among other things, cause our stock price to drop.

7.Because Awe ~~suitable~~will ~~program~~require inadditional ~~"Award~~financing to ~~and~~expand ~~Penalty"~~our ~~must~~vertically beintegrated ~~formulated~~operations according to ~~provide~~our ~~incentives~~business plan and growth strategy, our failure to ~~all~~obtain ~~working~~necessary ~~teams~~financing will impair our growth strategy; in addition, the risks of vertical integration are significant.

·As Byof ~~end~~December ~~August~~31, 2018, ~~the~~we ~~Interim~~had ~~Revitalization~~net ~~Plan~~working ~~was~~capital of ~~formulated~~$175,208,848, including cash and ~~put~~cash ~~into~~equivalents ~~motion~~of $4,950,799. Our capital requirements to accomplish our planned vertically integrated development and growth plan of our business are significant.

-In 14most -developed countries, risks of agriculture operations are shared to a certain degree by different sectors in the industry. For example:

~~The~~· ~~revitalization~~Research ~~plan~~and ~~has the~~development ~~following~~are ~~basic~~often ~~fundamentals:~~initiated and supported by government departments;

~~Essentially,~~· ~~the~~Primary ~~current~~producers ~~Mega~~are ~~Farm~~mainly ~~Project has~~concerned ~~two~~with ~~major divisions: (i)~~ the ~~Property~~growing ~~Management~~risks ~~division~~of ~~and (ii)~~ the ~~Production division:~~produce;

· ~~The~~Marketing ~~Property~~companies ~~Management~~assume ~~division is managing~~ the ~~properties~~risks of ~~the~~marketing ~~Mega Farm Project by leasing out all of~~ the land either to external operators or internal divisional operators at rental fees according to leasing market values (includes the open dams, in-door APM production factories and plantation land, etc.). This division supports the leases with basic maintenance, security and supplies of utilities, etc.produce;

· ~~The~~Trading ~~Production~~houses ~~division~~sell ~~will~~the ~~have~~produce and assume the ~~following~~credit ~~subdivisions:~~risks of the sales; and

At· ~~AF4~~Logistics ~~(Factory~~companies 1)assume the risks of transporting the produce.

1However, as a vertically integrated operator, we must assume all the above-mentioned risks. ~~Fish~~China ~~fingerling~~is ~~production~~a developing country; compared to other developed nations, its agriculture industry is not modern. Thus, management believes that it is essential for us to develop our business operation in a vertically integrated manner so that we can achieve reasonable profit margins for our products. We believe that the multiple layers of profits generated through vertical integration may compensate to some degree for the variety of risks that we face through the multiple operations; however, the overall risks are much greater. At the same time, our five year plan for vertically integrated developments is not fully completed, and the remaining developments may require significant capital expenditures and management resources. Failure to implement these vertically integrated developments could hurt our ability to manage our growth and our financial position.

~~2. Mexican White Prawn (“MWP”) production~~26

3To accomplish the objectives discussed above and to execute our business strategy, we need access to capital on appropriate terms. ~~Research~~We currently have no commitments with any third party to obtain such additional financing and ~~Development~~we ~~(R&D)~~cannot assure you that we will be able to obtain the requisite additional financing on any terms and, ~~Bio-security~~if ~~Operation~~we are able to raise additional funds, it may be necessary for us to sell our securities at a price which is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investors in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price. We cannot assure you that our business objectives, particularly over the longer term, will be met on a timely basis, if at all. Consequently, we may be unable to meet fixed obligations and expenses that will be generated in the operation of our business, whether as presently in existence or as proposed. Any failure to obtain requisite financing on acceptable terms could have material and adverse effect on our business, financial condition and future prospects.

AtNo ~~AF5~~assurance ~~(Factory~~of 2)successful expansion of operations.

1Our significant increase in the scope and the scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. ~~Nurturing~~We anticipate that our operating expenses will continue to increase. Expansion of ~~fish~~our ~~fingerling~~operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

2.We ~~Grow-out~~may ~~fish~~be orunable ~~MWP~~to successfully expand our production capacity, which could result in material delays, quality issues, increased costs and loss of business opportunities, which may negatively impact our product margins and profitability.

AtPart ~~the end~~ of ~~December 2018,~~our ~~the~~future ~~early winter~~growth ofstrategy ~~the~~is ~~Guangdong~~to ~~districts~~increase our ~~slowed~~production ~~down~~capacity ~~the~~to ~~revitalization~~meet ~~programs~~increasing ~~planned~~demand for ~~AF4~~our ~~and~~goods. ~~AF5~~Assuming ~~due~~we ~~primarily~~obtain sufficient funding to ~~the~~increase ~~external~~our production capacity, ~~supporting~~any ~~facilities~~projects ~~(i.e.~~to ~~water~~increase ~~holding~~such ~~dams,~~capacity ~~waste~~may ~~water~~not ~~treatment~~be ~~dams,~~constructed ~~external~~on ~~disinfection~~the ~~tanks~~anticipated ~~and~~timetable ~~proper~~or ~~heating~~within ~~facilities etc~~budget.) ~~were~~We ~~not~~may ~~completed.~~also Asexperience ~~such,~~quality control ~~the~~issues ~~revitalization~~as ~~plan~~we ofimplement ~~these~~any ~~two~~production ~~farms~~upgrades. ~~was~~Any ~~delayed.~~material Indelay ~~the~~in ~~meantime,~~completing ~~operations~~these onprojects, aor ~~small scale~~any ~~are~~substantial ~~being~~cost ~~carried~~increases or ~~out~~quality issues in ~~both~~connection ~~AF4~~with ~~and~~these ~~AF5~~projects ~~with~~could ~~the~~materially ~~aim~~delay ofour ~~slowly~~ability ~~recruiting~~to ~~the~~bring ~~right~~our ~~personnel~~products to ~~move~~market ~~ahead~~and ~~after~~adversely ~~the spring~~affect our business, reduce our revenue, income and available cash, all of ~~2019~~which could harm our financial condition.

However, by August 2019, efforts of the Company trying to revitalize Aqua-farm 4 and 5 failed due primarily to the lack of capital funding to continue to support farms’ developments and the necessity in adding new talents into the existing management teams to carry out the revitalization works, the Company finally decided to cease operation of Aqua-farm 4 and 5 during September 2019.27

·Our ~~R&D~~business ~~work~~and operations are growing rapidly. If we fail to effectively manage our growth, our business and ~~development~~operating ~~the~~results ~~3rd~~could ~~generation~~be ~~ODRAS~~harmed.

~~During~~We Q1have ~~2017 CA acted as the turnkey contractor to Tri-way’s Aqua-Farm 3 (formerly~~experienced, ~~PF2) helping it complete the construction~~ and ~~development~~may ofcontinue ~~a 150 Mu open dam farm (with effective production dams totaled~~ to ~~90 Mu) using its 3rd generation~~experience, ~~ODRAS~~rapid ~~technology~~growth ~~and system (ODRAS (3G) Farm 1) at a sea-shore property~~ in ~~YangJiang~~our ~~district of Guangdong Province (the “YangJiang Farm”) to grow Mexican White Prawns (MWP)~~operations. This ~~farm~~has ~~started~~placed, ~~operation in Q2 2017~~ and bymay ~~the~~continue ~~end~~to ~~of Q4 2017~~place, itsignificant ~~produced over~~demands aon 9our ~~month-period~~management, aoperational ~~total~~and offinancial infrastructure. ~~600~~If MTwe ofdo ~~small~~not tomanage ~~large~~our ~~sized~~growth ~~MWP~~effectively, ~~generating~~the ~~sales~~quality ~~revenue~~ of ~~RMB7.2~~our ~~million~~products ~~(or~~and ~~$1.152~~services ~~million) representing~~could ansuffer, ~~average~~which ~~yield~~could ofnegatively affect 6our ~~MT/Mu/9~~operating ~~months/3 harvests (annually yielding 8 MT/Mu) on 100 Mu of net-effective grow-out areas~~results. ~~This~~ ~~farm~~To ~~was~~effectively ~~operating~~manage ~~smoothly~~our ~~in 2018; however~~growth, ~~its~~we ~~productivity~~must ~~was~~continue ~~not~~to asimprove ~~high~~our asoperational, ~~anticipated~~financial ~~(i.e.~~and ~~current figures show 5~~management ~~MT/Mu/year~~controls ~~instead~~and ofreporting ~~the~~systems ~~planned~~and ~~8 MT/Mu/year)~~procedures. ~~This~~These ~~was~~systems ~~due~~improvements ~~mainly~~may torequire ~~the~~significant ~~inconsistent~~capital ~~quality~~expenditures ofand ~~the sea water over the year~~management ~~affecting~~resources. ~~the~~Failure ~~growing~~to ~~conditions~~implement inthese ~~the~~improvements ~~open dams; as a result, we~~ could ~~not~~hurt ~~restock~~our atability ~~the~~to ~~planned~~manage ~~frequencies~~our ~~thereby~~growth ~~reducing the~~and ~~productiveness~~our offinancial ~~the farm~~position.

OnIf ~~December 2017,~~the CAChinese ~~also~~government ~~acted~~were asto change aits ~~turnkey~~presently ~~contractor~~favorable topolicy ~~AF3~~toward ~~starting~~ the ~~construction~~agriculture ~~and~~industry, ~~development~~we ofwould ~~ODRAS~~no ~~(3G)~~longer ~~Farm~~enjoy 2our onpresent ~~186~~tax-related Muprivileges, ofwhich ~~land located opposite to~~would ~~AF3’s~~materially ~~old~~and ~~open~~adversely ~~dam~~impact ~~farm’s~~our ~~property~~sales ~~at Shenwan Town~~performance, ~~Zhongshan City~~margins, ~~Guangdong~~and ~~Province. ODRAS (3G) farm (2) is expecting to start production operation within April 2018 targeting annual production to exceed 1000 MT (annually yielding 8 MT/Mu) on~~ net~~-effective~~ ~~grow-out~~profit ~~area of 130 Mu. Up to date the farm is doing better than Yangjiang farm~~ and onour ~~target~~costs ~~(to get 8 MT/Mu/Year) judging on its harvest during Q2 2018 due to its location where there are good sources of water underground for supply of both salt and fresh water~~structure.

~~AF3’s~~As ~~old~~producers ~~open~~active ~~dam~~in ~~farm’s~~the ~~property located~~agriculture ~~at Shenwan Town~~industry, our ~~Zhongshan~~subsidiaries ~~City,~~are ~~Guangdong~~presently ~~Province~~exempt ~~was~~from ~~originally~~income ~~390~~tax Muand ~~that~~enjoy ~~had~~various ~~been~~incentive ~~expanded~~grants toand ~~600~~subsidies Mugiven inby ~~2016~~the ~~and~~Chinese government. ~~among~~If ~~which~~the ~~350~~Chinese Mugovernment ~~are~~were ~~still~~to ~~operating~~change on its ~~old~~presently ~~ODRAS~~favorable ~~systems,~~policy ~~wherein~~toward ~~250~~the Muagriculture ~~was~~industry, ~~retrofitted~~we ~~into~~would ~~ODRAS~~no ~~(2G)~~longer ~~using~~enjoy ~~CA’s~~our ~~2nd~~present ~~generation~~tax-related ~~ODRAS technology and systems~~privileges, ~~starting~~which ~~production~~would inmaterially Q2and ~~2017.~~adversely ~~It is~~impact ~~the~~our ~~intension~~sales ofperformance, ~~Tri-way~~margins, toand ~~retrofit~~net ~~the~~profit ~~original~~and ~~350~~our mucosts structure. ~~farm~~We ~~into~~have ~~ODRAS (3G) within 2019~~experienced, ~~again~~and ~~dependent~~may oncontinue ~~when~~to ~~Tri-way~~experience, ~~will secure~~quick ~~long-term~~changes ~~financing.~~of Uppolicies toby ~~date AF3 didn’t retrofit~~ the ~~350~~Chinese Mugovernment. ~~due~~If towe ~~limited~~do ~~funds~~not ~~allocated for capital expenditures~~effectively ~~such~~and ~~that~~efficiently ~~these~~manage ~~dams~~our ~~were~~growth ~~stocked~~on ~~with~~time ~~mixed~~due ~~fish~~to ~~(i.e.~~lack ~~mainly~~of ~~fresh~~capital, ~~water~~we ~~Carp~~could ~~species~~suffer ~~and~~adversely ~~other~~from ~~low~~the ~~priced~~consequences ~~fish~~of ~~with~~any ~~constant demands~~such ~~and~~policy ~~stable prices)~~changes.

-Our 15intellectual -property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceability or scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigation to protect our intellectual property rights may be costly.

AtWe ~~the~~attempt ~~same~~to ~~time~~strengthen ~~since~~and ~~2017~~differentiate our product portfolio by developing new and innovative products and product improvements. As a result, CAour ~~has~~patents, ~~been~~trademarks, trade secrets, ~~servicing~~copyrights ~~groups~~and ofother ~~farmers~~intellectual ~~aiming~~property torights ~~develop~~are ~~some~~important ofassets ~~their~~to ~~properties~~us. ~~(estimated~~Various ~~over~~events ~~600~~outside Muof ~~collectively)~~our incontrol ~~nearby~~pose ~~regional~~a threat to our ~~districts~~intellectual property rights as well as ~~over~~to ~~400~~our Muproducts and services. For example, effective intellectual property protection may not be available in China and other countries in which our products are sold. Also, although we have registered our trademark in China, our efforts to protect our proprietary rights may not be sufficient or effective. Any significant impairment of ~~land~~our ~~next~~intellectual property rights could harm our business or our ability to ~~ODRAS~~compete ~~(3G)~~and ~~farm~~hurt ~~(1)~~our results of operation. InAlso, soprotecting ~~far~~our ~~only~~intellectual aproperty rights ~~fraction~~is costly and time consuming. Policing unauthorized use of our proprietary technology can be difficult and expensive. Litigation might be necessary to protect our intellectual property rights. But due to the ~~land~~relative ~~(up~~unpredictability of the Chinese legal system and potential difficulties to ~~200~~enforce ~~Mu)~~a ~~has~~court’s judgment in China, there is no guarantee that litigation would result in a favorable ~~been~~outcome. ~~developed~~Furthermore, any such litigation may be costly and may divert our management’s attention from our core business. An adverse determination in ~~2018~~any lawsuit involving our intellectual property is likely to jeopardize our business prospects and reputation. Although we are not aware of any of such litigation, we have no insurance coverage against the litigation costs so we would be forced to bear all litigation costs if we cannot recover them from other parties. All foregoing factors could harm our business, financial condition, and results of operations. Any unauthorized use of our intellectual property could make it more expensive for us to do business and harm our operating results.

During 2017, CA improved its designs in ODRAS (3G) technology to have more frequencies in water flows, smaller sized grow-out dams (i.e. average of 6 Mu per dam reduced to 2.5 Mu) that will reduce energy costs by having the dams covered by greenhouse designed structures shaded by trees in between to act as wind breakers and weather adjusters that we think will be very adaptable in southern China to grow both MWP and BJP. These ODRAS (3G) farms can be built at 1/3 of the price of the MWP Farm (1) mentioned earlier for approximately RMB700/m2.28

~~Other~~We ~~Project~~may ~~Development~~be ~~(historical)~~exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect our business and subject us to significant liability to third parties.

~~The~~Our ~~Company~~success ~~has~~mainly ~~also~~depends on our ability to use and develop our technology and product designs without infringing upon the intellectual property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings may be unknown to us, ~~acting~~which asmay make it difficult for us to acquire a ~~turnkey~~license on commercially acceptable terms. There may also be technologies licensed to us and that we rely upon that ~~project~~are ~~developer~~subject to infringement or other corresponding allegations or claims by third parties which may damage our ability to rely on such technologies. In addition, ~~built~~although 8we ~~restaurants~~endeavor to ensure that companies that work with ~~central~~us ~~kitchen~~possess ~~and~~appropriate ~~bakery~~intellectual ~~facilities~~property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our current or potential competitors may have obtained or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products. The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming, and may significantly divert the ~~greater~~efforts ~~Guangzhou~~and ~~area~~resources of our technical personnel and management. These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential customers deferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business, financial condition and results of operations.

·We ~~Restaurant~~rely 1on highly skilled personnel and the continuing efforts of our executive officers and, atif ~~River~~we ~~South~~are ~~District~~unable to retain, ~~Guangzhou.~~motivate ~~Operated~~or ~~since~~hire Q1qualified ~~2012~~personnel, our business may be severely disrupted.

·Our ~~Restaurant~~performance 2largely depends on the talents, knowledge, atskills, know-how and efforts of highly skilled individuals and in particular, the UUexpertise ~~Park~~held ~~Complex~~by our chief executive officer, Solomon Lee. His absence, were it to occur, could impact development and implementation of our projects and businesses. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to attract new technology developers and to retain and motivate our existing contractors. If one or more of our executive officers are unable or unwilling to continue in ~~Tianhe~~their ~~District~~present positions, ~~Guangzhou~~we may not be able to replace them readily, if at all. ~~Operated~~Therefore, ~~since~~our Q3business ~~2012~~may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some customers.

·Our ~~Restaurant~~financial 3,and ~~at the Sporting Complex in Tianhe District, Guangzhou. Operated since Q1 2013. The Company stopped~~ operating ~~Restaurant~~performance may 3be inadversely Q3affected ~~2013~~by ~~due~~adverse toweather ~~landlord’s~~conditions, ~~failure~~natural todisasters ~~provide~~and aother ~~Fire Safety Permit~~catastrophes.

·Our ~~Restaurant~~financial 4and operating performance may be affected adversely by epidemics, bad weather conditions, natural disasters and other catastrophes. Our HU plantation and Mega Farm is situated in Enping district and Zhongshan district which are subject to flooding, especially during the typhoon season (from July through September); for examples we lost many live fish and prawns grown in our open dam area of 450 Mu at ~~Harbor~~the ~~City~~Zhongshan ~~Shopping~~Mage ~~Center~~Farm due to flooding in 2017 and again the same farm lost most of its fish breed stocks due to power stoppage caused by the typhoon; meanwhile, ~~Guangzhou.~~at ~~Operated~~Enping’s HU ~~since~~Plantation Q3we ~~2013~~lost all the winter cash crops planted during August 2018 and 50 Mu of nursery herbal tea plants and 200 Mu of passion fruit tree planted during Q2 2018.

·We ~~Restaurant~~do 5not expect to encounter any epidemics in our aquaculture fishery farms in districts of the Guangdong Province or cattle farms in Huangyuan District of the Qinghai Province. However in the event of epidemics, atwe expect that our marine animals and our cattle will be quarantined until such time as a sanitary certificate for clean bill of health is obtained, before any of our products will be sold. In an extreme situation where our products would fail to obtain the ~~center~~sanitary certificate, they will be destroyed subject to the direction of ~~Zhungzhen~~the ~~City~~Inspection Authorities of the Agriculture Department of China. ~~Operated~~There ~~since~~is Q1compensation ~~2014~~granted by the Chinese government for the destruction of our products but only for a fraction of our cost of production; as such the Company will bear virtually all losses under such circumstances.

·If ~~Restaurant~~we 6,make atany ~~the~~acquisitions, Lithey ~~Wan~~may ~~District~~disrupt or ~~and~~have ~~next~~a tonegative ~~Wholesale~~impact ~~Center~~on 1,our ~~Guangzhou~~business. ~~Operated since 2014.~~

·Although ~~Restaurant~~we 7have no present plans for any specific acquisitions, atin ~~Xining~~the ~~City~~event ~~which~~that iswe make acquisitions, we could have difficulty integrating the ~~2nd~~acquired ~~“BULL”~~companies’ ~~restaurant~~personnel ~~established~~and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in ~~Qinghai~~making ~~Province~~an ~~operated~~acquisition, ~~since~~the ~~2015~~negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

~~· Restaurant 8, at JianJiang City, JianJiang District, Guangdong Province, operated since August 2015.~~29

~~Intellectual~~· ~~Property~~difficulty ~~Rights~~of integrating acquired products, services or operations; · potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

~~The~~· ~~Company~~difficulty ~~and~~of ~~its~~incorporating ~~business~~acquired ~~are, to some extent, dependent on patents, licenses and other intellectual property~~ rights. Asor ofproducts ~~the~~into ~~date~~our ofexisting this Annual Report, the Company holds intellectual property for fertilizer formulas, livestock feed fermenting formulas and indoor fish farm techniques. These include an enzyme technology master license registered under a Chinese patent for the manufacturing of livestock feed and bioorganic fertilizer, and an aromatic-feed formula technology for the production of aromatic cattle, and a bacterial cellulose technology license.business;

On· 12difficulties ~~November 2008,~~in ~~Tri-way~~disposing ~~Industries Limited entered into a Sales and Purchase~~ of ~~Technology~~the ~~Master~~excess ~~License~~or ~~Agreement~~idle ~~with~~facilities ~~the inventor~~ of aan ~~patent,~~acquired ~~Mr. Shan~~company ~~Dezhang, concerning~~or ~~the~~business ~~sale~~ and ~~purchase~~expenses ~~of the master license rights of a patent registered~~ in ~~China~~maintaining ~~under~~such ~~the name of “Zhi Wu Jei Gan Si Liao Chan Ye Hua Ji Qi Zhi Bei Fang Fa”, with patent number ZL200510063039.9.~~facilities;

~~The~~· ~~patent~~difficulties ~~relates~~in tomaintaining ~~methods~~uniform ~~of processing plant straw into animal fodder and industrialization of product of plant straw fodder. Under the agreement~~standards, ~~Tri-way Industries Limited is licensed to use and to license others to use the secrets~~controls, ~~copyrights~~procedures ~~processes~~ and other intellectual property rights associated with the patent in any territories in the world free from all encumbrances with all rights to the patented intellectual property and related brand and label as provided under the laws of China. The total purchase price of the patent was USD 8,000,000, to be paid in several installments. As Tri-way Industries Limited is not a Chinese company, relevant Chinese authorities must, under applicable Chinese law, approve the assignment. The patent assignment has not been registered. Consequently, under Chinese law, the patent shall not take priority over the interests of third parties who are in good faith.policies;

On· 15potential ~~May 2009,~~impairment ~~Tri-way~~of ~~Industries Limited~~relationships ~~(as licensor) entered into a sub-license agreement~~ with ~~SJAP~~employees ~~(as licensee) concerning the sub-licensing of the above-mentioned patent (ZL200510063039.9). The license period is 50 years,~~ and ~~the~~customers ~~annual license fee is stipulated at USD 450,000. However,~~ as ~~effective~~ ~~patent~~a ~~protection~~result ~~for the patent is 20 years, the excess part~~ of ~~the~~any ~~term~~integration ~~is void under Chinese law. The contracting parties~~ of ~~the~~new ~~aforesaid~~management sub-license agreement have never performed the terms of the said agreement and no payment has ever been made by the licensee to the licensor. The parties have no intention to perform the sub-license agreement, and the contracting parties have terminated the said agreement accordingly.personnel;

~~Rights~~· topotential ~~this~~inability ~~technology~~or ~~has~~failure ~~been transferred~~ to ~~HSA~~achieve byadditional ~~SIAF~~sales ~~after~~and ~~SIAF~~enhance ~~obtained~~our ~~it,~~customer asbase ~~well~~through ascross-marketing ~~other assets, in exchange for assumed liabilities~~ of ~~Tri-way~~the asproducts ato ~~result~~new ofand ~~the carve-out.~~existing customers;

-· 16effect -of any government regulations which relate to the business acquired;

On· 20potential ~~June 2011,~~unknown ~~SJAP~~liabilities ~~entered~~associated ~~into an agreement~~ with ~~Guangzhou~~acquired ~~City~~businesses ~~Garwor~~or ~~Trading~~product ~~Company Limited~~lines, ~~pursuant~~or to which Guangzhou City Garwor Trading Company Limited transferred its trademarks with registration numbers, 3713869 and 3713868, as well as a microbial patent with patent number ZL200610033295.8. The total transfer fee for the ~~trademarks~~need ~~and~~to ~~the~~spend ~~patent~~significant ~~was~~amounts ~~RMB 12 million and the transfer fee for the technology secrets was RMB 1 million. According~~ to ~~the said agreement~~retool, ~~the~~reposition ~~transfer~~or ~~fees~~modify ~~shall be paid by~~ the ~~interest~~marketing ~~generated~~and ~~from~~sales ~~the utilization~~ of ~~the~~acquired ~~patent.~~products ~~Moreover,~~or the ~~said~~defense ~~agreement stipulates that any new technology improvements~~ of ~~the invention shall belong to both parties, and that~~ any resulting profits shall be shared equally. Guangzhou City Garwor Trading Company Limited is a shareholder in the transferee and therefore a related party. An evaluation report was not filed with the transaction. Although this is not a formal requirement under Chinese law and the contract is validlitigation, ~~this~~whether ~~may~~or ~~lead to the contract being challenged in the future on the basis of unfairness. Moreover, as the transferor, Guangzhou City Garwor Trading Company Limited, is~~ not ~~the owner of the trademark~~successful, ~~the~~resulting ~~said~~from ~~agreement~~actions ~~is void under Chinese law and SJAP has therefore not obtained ownership~~ of the ~~aforementioned~~acquired ~~trademarks. This~~company ~~may be corrected if and when SJAP enters into an agreement with the trademark owner. If SJAP uses the trademark without~~ prior ~~consent~~ ~~of the trademark owner, this would constitute trademark infringement. However, SJAP is intending~~ to ~~write~~our ~~off said trademark, and does not intend to use the trademark in question~~acquisition.

~~Material~~Our ~~Agreements~~business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with these acquisitions, many of which cannot be presently identified, these risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

~~Joint~~We ~~Venture~~face ~~Agreements~~significant competition, including changes in pricing.

The ~~Company~~markets ~~has~~for ~~two~~our ~~types~~products ofare ~~SFJVCs~~both ~~established~~competitive and ~~under~~price ~~Chinese~~sensitive. Many competitors have significant financial, operations, sales and marketing resources, plus experience in research ~~law:~~and development, and compete with us by offering lower prices. Competitors could develop new technologies that compete with our products to achieve a lower unit price. If a competitor develops lower cost superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

·The ~~Contractual~~markets ~~Joint~~for ~~Ventures~~some ~~(“CJV”);~~of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses.

·Many ~~Equity~~of ~~Joint~~our ~~Ventures~~competitors ~~(“EJV”)~~are larger and have greater financial and other resources than we do.

OfOur ~~the~~products ~~five~~compete ~~Chinese~~and ~~joint~~will ~~venture~~compete ~~project~~with ~~companies~~similar if ~~which~~not ~~are CJVs~~identical orproducts ~~EJVs~~produced by our competitors. These competitive products could be marketed by well-established, ~~four~~successful ~~are~~companies that ~~CJVs~~possess ~~(JFD~~greater financial, ~~JHMC~~marketing, ~~JHST~~distribution personnel, and ~~SJAP)~~other resources than we do. Using said resources, these companies can implement extensive advertising and ~~one~~promotional iscampaigns, anboth ~~EJV~~generally ~~(HSA)~~and in response to specific marketing efforts by competitors.1 They can introduce new products to new markets more rapidly. In certain instances, competitors with greater financial resources may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.

The main difference between an EJV and a CJV is that in a CJV, the obligation of capital contribution shall be determined by the contractual parties themselves. The proportions of capital contribution do not have to be fixed between the Chinese and foreign parties. Profit distribution and risk sharing ratio shall also be determined by the contracting parties themselves which do not have to be the same proportions as the parties’ capital contribution or shareholding therein. The capital contributing parties may specify their profit and risk sharing ratio only and may or may not specify their shareholdings in the CJV. One party may make capital contribution by way of non-monetary assets such as rights in lands, factories and machineries etc. while the other party may make capital contribution by way of cash.30

InRisks anRelated ~~EJV, the shareholders contribute capital and operate business jointly, and share profits, risks and losses in proportion~~ to ~~their~~our ~~equity contributions. Foreign investor’s capital contribution shall not be less than 25 percent of the total registered capital.~~Industry

~~The~~Our ~~Company~~agricultural ~~engages~~assets are situated in three ~~projects~~provinces ~~based~~in ~~on consulting~~China and ~~service~~crop ~~agreements~~disease, ~~(as~~severe ~~described~~weather, ~~under~~natural ~~“Consulting~~disasters and ~~Services~~other ~~Agreements”~~conditions ~~below),~~affecting ~~whereby~~ the ~~Company~~environment, including ~~can~~the ~~choose~~effects ~~whether~~of ~~the~~climate ~~cooperation~~change, ~~shall~~could ~~continue~~result ~~under~~in asubstantial ~~consulting~~losses and ~~service~~weaken ~~agreement~~our orfinancial ~~be acquired by the Company~~condition.

~~Consulting~~Our agricultural operations are situated in Qinghai Province, Hunan and ~~Services~~Guangdong ~~Agreement~~Province. Qinghai Province in particular is subject to occasional periods of drought. Crops require water in different quantities at different times during the growth cycle. The limited water resource at any given point can adversely impact production. In Qinghai our cropping and pasture land presently comprises over 5,000 acres, an area too big and too costly to afford drip irrigation systems for our crops. In Hunan, the district of Linli where we have over 300 acres of crop and pasture land may from time to time be subject to flooding that could affect our agriculture production. In Enping, Guangdong, our HU Plants are very susceptible to dry and wet seasonal variation that could also affect our agriculture production.

~~Consulting~~Crop disease, severe weather conditions, such as floods, droughts, windstorms and ~~service~~hurricanes, ~~(“C&S”)~~and natural disasters, may adversely affect our supply of one or more products, reduce ~~agreements~~our ~~are~~sales ~~important~~volumes, ~~for~~increase ~~the~~our ~~operation~~unit production costs or prevent or impair our ability to ship products as planned. Since a significant portion of ~~the~~our ~~Company’s~~costs ~~subsidiaries~~are fixed and ~~partners.~~contracted ~~Only~~in ~~the~~advance ~~Company’s~~of ~~subsidiaries~~each operating year, volume declines due to production interruptions or other ~~SJAP~~factors could result in increases in unit production costs, which could result in substantial losses and ~~HSA~~weaken doour ~~not~~financial condition. We may experience crop disease, insect infestation, severe weather and ~~have~~other ~~not~~adverse ~~operated~~environmental ~~under~~conditions ~~C&S~~from ~~agreements~~time to time.

~~Initially,~~Severe ~~agriculture~~weather ~~and~~conditions ~~aquaculture investors~~may ~~invite~~occur ~~the~~with ~~Company~~higher frequency ~~to act as a developer and project manager of an agribusiness~~ or ~~food-related~~may ~~project.~~be Ifless ~~the~~predictable ~~management of the Company sees the proposal as interesting, the Company carries out an~~ in~~-depth~~ ~~study of~~ the ~~target~~future ~~company including legal~~ due ~~diligence,~~to ~~business plan, budget and projected financial information. The Company makes~~ the ~~decision~~effects ~~through a resolution~~ of ~~the~~climate ~~Board of Directors~~change. ~~If the Company determines to proceed, the Chinese investor forms a private Chinese company dedicated to the project and the parties sign a C&S agreement.~~

1An ~~According~~occurrence ~~to the official documents~~ of ~~the Company’s Chinese subsidiary JHMC, the registered capital of~~ such ~~subsidiary~~an isevent ~~USD~~might 2result ~~million that was paid~~ in ~~full by year ended 31 December~~ ~~2014.~~material Asdisruptions ofto ~~the~~our ~~date of this Annual Report~~operations, ~~MEIJI, a subsidiary of the Company, has contributed USD 400,000 of the subscribed capital, whereas USD 1.6 million of the subscribed capital has not been paid. Moreover, according~~ to the ~~official~~operations ~~documents~~ of ~~the~~ ~~Company’s~~our ~~Chinese~~customers ~~subsidiary~~or ~~HSA~~suppliers, ~~the~~resulting ~~registered capital of such subsidiary is USD 2.5 million and shall be paid~~ in ~~full~~ ~~no later than 18 July 2013. As of the date of this Annual Report, MEIJI,~~ a ~~subsidiary~~decline ofin the ~~Company,~~agriculture ~~has contributed USD~~industry. ~~865,000~~There ofcan ~~the~~be ~~subscribed~~no ~~capital,~~assurance ~~whereas~~that ~~USD 234,500~~our offacilities ~~the~~or ~~subscribed~~products ~~capital~~will ~~has~~ not ~~been~~be ~~paid~~affected by ~~the~~any ~~Chinese~~such ~~owner. The~~occurrence ~~aforementioned~~in ~~deadlines can be re-arranged by all~~ the ~~promoters. If no new deadline is agreed upon~~future, ~~failure~~which ~~by MEIJI to make~~occurrence ~~full payment~~ may lead to ~~the~~adverse ~~other~~conditions ~~promoters making full payment of the capital contribution on MEIJI’s behalf and requesting MEIJI~~ to ~~compensate~~our ~~for~~operations ~~their payment~~ and ~~losses~~financial results.

-Prices 17of -agricultural products are subject to supply and demand, a market condition which is not predictable.

~~The~~Because ~~Company~~our ~~acts~~agricultural asproducts ~~the~~are ~~project manager~~commodities, ~~providing~~we ~~turnkey~~are ~~services~~not able to ~~the~~predict ~~Chinese~~with ~~developer~~certainty ofwhat ~~the~~price ~~project,~~we ~~meaning~~will ~~that~~receive ~~the~~for ~~Company~~our ~~builds~~products. Additionally, the ~~project~~growth ~~using~~cycle ~~its~~of ~~technology,~~such products ~~systems,~~in ~~know-how,~~many ~~and~~instances ~~management~~dictates ~~expertise~~when ~~and~~such ~~systems.~~products Asmust ~~such,~~be ~~the~~marketed ~~Company’s~~to ~~expenditure~~achieve in the ~~project~~maximum ~~includes~~profitability. ~~the~~Excessive ~~Company’s own~~supplies ~~administration~~tend ~~and~~to ~~operational~~cause severe ~~expenses~~price ~~provided~~competition ~~for~~ and ~~incurred~~lower inprices throughout the ~~project~~industry ~~(charged~~affected. ~~and~~Conversely, ~~recorded~~shortages ~~under~~may drive the ~~Company’s~~prices higher. Shortages ~~general~~often ~~and~~result ~~administrative~~from ~~operation~~adverse ~~expenses),~~growing conditions which ~~are~~can ~~billed~~reduce to the ~~Chinese~~availability ~~developer.~~of ~~All~~the ~~other~~agricultural ~~development~~products ~~expenditures~~affected. ~~(inclusive of~~Since ~~the~~multiple ~~Company’s~~variables can ~~subcontractors’~~affect supply and ~~sub-suppliers’~~demand, ~~costs~~we ~~and~~cannot ~~the~~accurately ~~Company’s~~predict ~~marked~~or upcontrol ~~profits)~~from ~~are~~year ~~billed~~ to ~~the~~year ~~Chinese~~what ~~developer~~prices, ~~who~~either favorable or unfavorable, it will ~~pay~~receive ~~accordingly~~from the market.

~~When~~In ~~the~~addition, ~~C&S~~general ~~Project~~public ~~Company~~perceptions ~~initiates~~regarding ~~production~~ the ~~Company~~quality, ~~acts~~safety asor ~~the~~health ~~sole~~risks ~~marketer~~associated ofwith particular food products could reduce demand and asprices for some of our products. To the ~~supplier~~extent that consumer preferences evolve away from products that we produce for ~~the~~health ~~C&S~~or ~~Project~~other ~~Company~~reasons, ~~under~~and ~~the~~we are unable to modify ~~terms~~our ~~and~~products ~~conditions~~or ofto ~~the~~develop ~~C&S~~products ~~agreement.~~that ~~The~~satisfy ~~Company~~new ~~acts~~consumer aspreferences, ~~the~~there ~~selling~~will ~~supplier~~be ~~and~~a ~~buying~~decreased ~~wholesaler~~demand tofor ~~the~~our ~~company~~products. ~~supplying~~However, ~~items~~even ~~such~~if asmarket ~~feed,~~prices ~~young~~are ~~cattle~~unfavorable, ~~and~~some ~~RAS~~of ~~technological~~our ~~components~~agricultural ~~and~~products ~~buys~~which ~~mature~~are ~~prawns~~ready to be, ~~sleepy~~or ~~cod~~have been, ~~eels~~harvested ~~and~~must ~~live~~be ~~cattle~~brought to market promptly. ~~The Company~~A ~~earns~~decrease ain ~~gross~~the ~~profit~~selling ofprice ~~between~~received ~~10-15%~~for ~~based~~our onproducts due to the ~~C&S~~factors ~~Project~~described ~~Company’s~~above ~~revenue~~could have a material adverse effect on ~~this~~our ~~exclusivity~~business, results of operations and financial condition.

The C&S Project Company will remain wholly-owned by the Chinese developer until the Company exercises the acquisition option and subsequently converts the company into an SFJVC where the Chinese investor remains as a minority shareholder. The acquisition price is normally determined in accordance with the book value of the Chinese company as of the acquisition date. Consideration will normally consist partly of cash and partly of project loans owed by the Chinese investor, which offset and decrease the purchase proceeds in the corresponding amount. Generally, the agreements that the Company has entered into governing the formation of the unincorporated companies into SFJVCs do not regulate the maturity date for the formation of SFJVC. The date for the formation of the SFJVC is generally left to the discretion of the Company, based on the development and profitability of the relevant project.31

AsWe ofcould ~~the~~realize ~~date~~losses ofand ~~this~~suffer ~~Annual Report, the~~liquidity ~~Company~~problems ~~has~~due entered into ten C&S agreements. A portion of the C&S agreements contain an acquisition premium clause, in which the accumulated C&S project development fees billed by the Company will be paid in addition to ~~the~~declines ~~equity book value at the time of acquisition. In the event that either of the investors decides to sell all or part of its equity~~ in ~~the~~sales ~~SFJVC~~prices to any third party, a portion of the agreements require the selling investor to obtain prior consent of the other investor before such sale and to grant the right of first refusal to the other investor on the like terms for ~~the~~our ~~intended~~agriculture ~~sale~~products.

AsSales ofprices ~~October 1,~~for ~~2016,~~agricultural ~~when~~products ~~Tri-way~~are difficult ~~became~~to predict. It is possible that sales prices for our products will decline in the ~~developer~~future, and ~~operator~~sales ofprices ~~all~~for ~~fishery~~other ~~C&S~~agricultural ~~Projects~~products may ~~formerly~~also ~~under~~decline. ~~SIAF~~In recent years, ~~CA’s~~there ~~new~~has ~~role~~been isincreasing ~~one~~consolidation among food retailers, wholesalers and distributors. A significant portion of ~~turnkey~~our ~~operator~~costs is fixed, so that fluctuations in the sales prices have an immediate impact on our profitability. Our profitability ~~appointed~~is also affected by ~~and~~our ~~working~~production oncosts, ~~behalf~~which ofmay ~~Tri-way~~increase due to factors beyond our control.

~~Land~~We ~~leases~~are subject to the risk of product contamination and product liability claims.

~~Private~~The ~~ownership~~sales of ~~land~~our isproducts ~~not~~may ~~permitted~~involve the risk inof ~~China~~injury to consumers. ~~Therefore~~Such injuries may result from tampering by unauthorized personnel, ~~the~~product ~~Company~~contamination ~~leases~~or ~~land~~spoilage, ~~that~~including the ispresence ~~either~~of ~~collectively~~foreign ~~owned~~objects, ~~land~~substances, chemicals, or ~~state~~residues ~~owned~~introduced ~~land~~during the growing, ~~through~~packing, ~~land~~storage, ~~use~~handling ~~rights~~or transportation phases. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with ~~Corporate~~all ~~entities~~applicable laws and ~~individuals~~regulations, ~~may~~including ~~own~~internal product safety policies, we cannot be sure that consumption of our products will not cause a health-related illness in the ~~property~~future ~~(buildings)~~or ~~erected~~that onwe will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the ~~land~~negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand image. We do not maintain product liability insurance.

~~Land~~We ~~use rights~~ may benot ~~transferred, but they are based on agricultural contracts and cannot~~ be ~~changed~~successful arbitrarily to non-agricultural purposes. The lease term varies from 27 to 60 years. There are certain uncertainties (e.g., lease term may not exceed 30 years and all transfers have not yet been registered correctly) in ~~respect of certain leased land due to~~ the ~~fact that not all requirements have been fulfilled or not yet~~implementation ~~registered.~~of ~~However,~~our ~~the~~new ~~Company~~technologies ~~believes it is protected against these uncertainties through its agreements with the relevant local Chinese partners~~ and ~~relevant~~new ~~registration processes have been initiated. The Company’s subsidiary HSA has acquired land use rights for state owned land located in OuChi Village~~products, ~~FengHuo~~and ~~Town,~~our ~~LinLi~~new ~~County,~~products ~~Hunan~~may ~~Province. However, HSA has~~ not ~~obtained~~ ~~a land use right certificate for such land, which therefore, for the time being, cannot~~ be ~~lawfully~~widely ~~mortgaged or transferred~~accepted. Moreover, the Company’s subsidiary CA has entered into a Rural Land Management Rights Sub-Sales Agreement for the acquisition of the contractual operating and use rights of 202 mu of collective owned land located in Da San Dui Wei You Nan Village, Shenwan Town, Zhongshan City for a period of 30 years. However, the transfer procedures for the land in question have not been completed. CA is not an enterprise registered in mainland China and therefore, according to Chinese law, cannot acquire the contractual operating and use rights of collective owned land. The Company is currently negotiating with Beijing Hengxintianyi Investment Guarantee Co. Ltd. to designate a subsidiary of the Company in China for the purpose of entering into a new Rural Land Management Rights Sub-Sales Agreement.

~~License~~Our ~~Rights~~new technologies such as our drip irrigation system for precision agriculture or the introduction, testing and promotion of new agricultural varieties, must be able to adapt to local conditions. The term “drip irrigation” refers to a system whereby the exact amount of water is supplied to the plants’ roots at the correct moment. On the one hand, there exists the failure risk due to not being suitable for the local environment and market conditions; on the other hand, there are risks of loss of competitive advantages due to the rising of producing similar products enterprises and other enterprises that follow to produce the similar products.

Through the past 10 years (from 2007 to present) the Company has improved and modified the Recirculating Aquaculture System (“RAS”) originally pioneered in Germany into a unique system designed for indoor systems referred to as A Power Module (“APM indoor”) and an outdoor module called open dam RAS (“ODRAS”). We ~~provide~~are ~~two types of licenses under this technology namely,~~ a ~~Developer~~holding ~~License~~company ~~permitting~~whose ~~a fishery project license to utilize the technology in its design of the APM indoor or ODRAS farms,~~subsidiaries ~~and~~are angiven ~~Operator~~certain ~~license~~degree ~~permitting the use~~ of ~~APM-indoor~~independence or ODRAS technology at their respective farms. Each license is granted a 50-year term per assigned module unit for a one-time fee of $50,000 per license, that is a $50,000 fee for rights to the Developer license and aour ~~$50,000~~failure ~~fee for rights~~ to ~~the~~integrate ~~Operator~~our ~~license~~subsidiaries ~~for~~may 50adversely ~~years~~affect ~~per~~our ~~developed~~financial ~~module~~condition.

-According 18to the specific characteristics of agricultural production in China, we have given our subsidiary companies and their farms a certain degree of independency in decision-making. On one hand, this independency increases the sense of ownership at all levels, on the other hand it has also increased the difficulty of the integration of operation and management, which has resulted in increased difficulty of management integration. In the event we are not able to successfully manage our subsidiaries this will result in operating difficulties and have a negative impact on our business.

On November 12, 2008, the Company’s subsidiary TRW entered into an agreement with the inventor of a patent, Mr. Shan Dezhang, concerning the sale and purchase of the master license rights of a patent registered in China with patent number ZL200510063039.9.32

OnOne ~~May 15,~~or ~~2009,~~more ~~Tri-way~~distributors ~~(as~~could ~~licensor) entered~~engage ~~into a sub-license agreement with SJAP (as licensee) concerning the sub-licensing of the above-mentioned patent (ZL200510063039.9).~~in ~~For~~activities ~~further~~that ~~information~~harm onour ~~the~~brand ~~aforementioned~~and ~~agreements,~~our ~~please refer to the section entitled “Intellectual Property Rights” above~~business.

~~Industry~~Our ~~Overview~~products are sold primarily through distributors, who are responsible for ensuring that our products have the appropriate licenses to be sold to farmers in their provinces, and are stored at the correct temperature to ensure freshness and meet shelf life terms. If distributors do not obtain the appropriate licenses, their sales of our products in those provinces may be illegal, and we may be subject to government sanctions, including confiscation of illegal revenues and a fine of between two and three times the amount of such illegal revenues. Unlicensed sales in a province may also cause a delay for our other distributors in receiving a license from the authorities for their provinces, which could further adversely impact our sales. In addition, distributors may sell our products under another brand licensed in a particular province if our product is not licensed there. If our products are sold under another brand, the purchasers will not be aware of our brand name, and we will be unable to cross-market other seed varieties or other products as effectively to these purchasers. Moreover, our ability to provide appropriate customer service to these purchasers will be negatively affected, and we may be unable to develop our local knowledge of the needs of these purchasers and their environment. Furthermore, if any of our distributors sell inferior seeds produced by other companies under our brand name, our brand and reputation could be harmed, which could make marketing of our branded seeds more difficult. As of the date of this Annual Report, we are not aware of the occurrence of any of the potential violations by our distributors described above.

~~This~~The ~~section~~PRC ~~discusses~~agricultural ~~the industry in which the Company operates. Certain of the information in this section relating to~~ market ~~environment,~~is ~~market~~highly ~~developments, growth~~competitive ~~rates,~~and ~~market~~our ~~trends,~~growth ~~industry trends, competition~~ and ~~similar~~results ~~information~~of ~~are~~operations ~~estimates~~may ~~based~~be onadversely ~~data~~affected ~~compiled~~if bywe ~~professional organizations,~~are ~~consultants~~unable ~~and analysts, in addition~~ to ~~market~~compete ~~data from other external and publicly available sources~~effectively.

~~Economic~~The ~~outlook~~agricultural market in China is highly fragmented, largely regional and highly competitive, and we expect competition to increase and intensify within the sector. We face significant competition in our lines of business. Many of our competitors have greater financial, research and development and other resources than we have. Competition may also develop from consolidation within our industry in China or the privatization of producers that are currently operated by local governments in China. Our competitors may be better positioned to take advantage of industry consolidation and acquisition opportunities than we are. The reform and restructuring of state-owned equity in enterprises involved primarily in producing sectors will likely lead to the reallocation of market share in the agriculture industry, and our competitors may increase their market share by participating in the restructuring of state-owned agriculture companies. Such privatization would likely result in increased numbers of market participants with more efficient and commercially viable business models. As competition intensifies, our margins may be compressed by more competitive pricing and we may lose our market share and experience a reduction in our revenues and profit.

~~China’s~~We ~~economy~~may isnot atpossess ~~present~~all ~~second only to that~~ of the ~~United~~licenses ~~States.~~required to ~~China's~~operate ~~economy~~our isbusiness, ~~expected~~or towe ~~expand~~may ~~6.2~~fail ~~percent~~to inmaintain ~~2019~~the ~~from~~licenses ~~6.6~~we ~~percent~~currently ~~in 2018~~hold. ~~Growth has~~This ~~slowed~~could ~~somewhat~~subject ~~following~~us ~~government efforts~~ to ~~try~~fines and ~~rein~~other ~~in high levels of debt. China has started feeling the effects of the trade war with the United States~~penalties, which ~~has~~could ~~resulted~~materially inadversely ~~new~~affect ~~tariffs~~our onresults ~~more than $250 billion~~ of ~~Chinese exports~~operations. Based on the World Bank’s classification, China has had a remarkable period of rapid growth shifting from a centrally planned to a market based economy. Today, China is an upper middle-income country that has complex development needs.

~~Agriculture~~We are required to hold a variety of permits and licenses to conduct business in China. We may not possess all of the permits and licenses required for each of our business segments. In addition, the approvals, permits or licenses required by governmental agencies may change without substantial advance notice, and we could fail to obtain the approvals, permits or licenses required to expand our business. If we fail to obtain or to maintain such permits or licenses, or if renewals are granted with onerous conditions, we could be subject to fines and other penalties and be limited in the number or the quality of the products that we could offer. As a result, our business, results of operations and financial condition could be materially and adversely affected.

~~Agriculture~~Risks isRelated ato ~~vital~~Doing ~~industry~~Business in China, employing over 300 million farmers. China ranks first in worldwide farm output, primarily producing rice, wheat, potatoes, tomato, sorghum, peanuts, tea, millet, barley, cotton, oilseed and soybeans and also the largest consumer of many agricultural products, such as pork, rice and soybeans. Although accounting for only 10 percent of arable land worldwide, it produces food for 20 percent of the world's population. While China generally has been successful in meeting its rapidly rising demand for food and grains by increasing domestic production, it has emerged as a leading global importer of several agricultural commodities, including cotton, soybeans, vegetable oils, and animal hides. As its domestic agricultural production has grown, China has also become the largest exporter in global markets for several horticultural products, including mandarin oranges, apples, apple juice, garlic and other vegetables.

~~China’s~~Under ~~increasingly~~PRC important position in global agricultural markets followed decades of gradual growth in domestic food production and consumption. After the introduction of market-based reforms in 1978 that included the elimination of the collective production system and relaxation of government direction over certain farmer production and marketing decisionslaw, ~~Chinese~~we ~~agricultural~~are ~~output~~required ~~grew~~to ~~significantly. Between 1978~~obtain and ~~2008,~~retain ~~China~~permits ~~almost doubled its production of grains (rice, wheat~~ and ~~corn)~~business ~~and quadrupled its production of meats; the production of fruit and milk was about 30 times greater in 2008 than in 1978. During these three decades~~licenses, ~~population growth of about 1 percent annually, coupled with annual per capita income growth of eight percent, fueled a large increase in demand for more~~ and ~~higher-value agricultural~~our ~~products,~~failure ~~especially~~to bydo ~~China’s~~so ~~large~~would ~~and~~adversely ~~growing~~impact ~~middle~~our ~~class.~~ability ~~China’s rapid growth in food consumption was largely met by domestic production growth, enabling it~~ to ~~remain~~conduct ~~self-sufficient~~business in ~~most major commodities~~China.

~~China’s~~We ~~support~~hold various permits, business licenses, and approvals authorizing our operations and activities, which are subject to periodic review and reassessment by the Chinese authorities. Standards of compliance necessary to pass such reviews change from time to time and differ from jurisdiction to jurisdiction, leading to a degree of uncertainty. If renewals, or new permits, business licenses or approvals required in connection with existing or new facilities or activities, are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, we may not be able to continue to operate our facilities which would have a material adverse effect on our operations. If new standards are applied to renewals or new applications, it could prove costly for ~~agriculture~~us to meet these new standards.

China’s government support for agriculture is low compared to that of developed countries, such as the United States and European Union, but in line with that of other rapidly growing economies, according to USITC. As measured by the OECD’s PSE2, the amount of support provided to Chinese farmers was low (and sometimes negative) during the 1990’s, but gradually rose during the period 2008-2010. Compared with other countries at a similar level of development, including Brazil, Mexico, Russia, and South Africa, China’s support for farmers falls in the middle of the range. China’s PSE reflects changes in the central government’s policy priorities from grain self-sufficiency and low consumer prices toward a stronger focus on raising farm household incomes, according to USITC. Government support to China’s agricultural sector indicates that Chinese policymakers are placing a renewed emphasis on the rural economy. Indirect support, in the form of general services, is very high relative to similar support programs in other countries, due largely to investments in agricultural infrastructure. General services include modern research and extension services, food safety agencies, and agricultural price information services, most of which provide benefits to producers and consumers throughout the economy. Compared with direct payments to farmers, general services support is less production-distorting to the sector.33

~~Agricultural~~The ~~consumption~~PRC economic cycle may negatively impact our operating results.

~~China~~We isbelieve athat ~~major~~the ~~global~~rapid ~~consumer~~growth of ~~agricultural~~the PRC economy ~~products~~before 2008 generally led to higher levels of inflation. ItWe ~~consumes~~believe ~~one-third~~that the PRC economy has more recently experienced a decrease in its growth rate. We believe that a number of factors have contributed to this deceleration, including appreciation of the ~~world~~RMB, the currency of China, which has adversely affected China’s ~~rice~~exports. In addition, ~~one-fourth~~we ofbelieve ~~all~~the ~~corn,~~deceleration ~~and~~has ~~half~~been ofexacerbated ~~all~~by ~~pork~~the recent global crisis in the financial services and ~~cotton~~credit markets, which has resulted in significant volatility and itdislocation in the global capital markets. It is uncertain how long the ~~largest~~ ~~consumer~~global ofcrisis ~~oilseeds~~in the financial services and ~~most~~credit ~~edible~~markets ~~oils.~~will ~~The~~continue ~~traditional~~and the significance of the adverse impact it may have on the global economy in general or the Chinese ~~diet~~economy ~~centers~~in ~~around~~particular. ~~staple~~Slowing ~~foods~~economic ~~(mainly~~growth ~~grains~~in ~~and~~China ~~starches)~~could result in weakening growth and demand for our products, which ~~account~~could ~~for~~reduce ~~nearly~~our ~~half~~revenues and income. In the event of a recovery in the ~~daily~~PRC, ~~caloric~~renewed ~~intake~~high growth levels may again lead to inflation. ~~Average~~The ~~Chinese~~government’s ~~per~~attempts ~~capita~~to ~~consumption~~control ~~recently~~inflation ~~stabilized~~may adversely affect atthe ~~approximately~~business ~~3,000~~climate ~~calories~~and ~~per~~growth ~~day~~of private enterprise. In addition, ~~one~~our ofprofitability ~~the~~may ~~highest~~be ~~levels~~adversely ~~among~~affected ~~Asian~~if ~~countries~~prices for our products rise at a rate that is insufficient to compensate for the rise in inflation.

2Currency ~~OECD:~~fluctuations ~~PSE~~and isrestrictions ~~defined as~~on ~~the~~currency ~~estimated~~exchange ~~monetary~~may ~~value~~adversely ofaffect ~~transfers~~our ~~from~~business, ~~consumers~~including ~~and~~limiting ~~taxpayers~~our ability to ~~farmers,~~convert ~~expressed~~Chinese asRenminbi a(RMB) ~~percentage~~into offoreign ~~gross farm~~currencies ~~receipts~~and, ~~(defined~~if as the ~~value~~RMB ofwere ~~total~~to ~~farm~~decline ~~production~~in atvalue, ~~farmgate~~reducing ~~prices),~~our ~~plus~~revenue ~~budgetary~~in ~~support~~U.S. dollar terms.

-The 19exchange -rate of the RMB is currently managed by the Chinese government. On July 21, 2005, the People’s Bank of China, with the authorization of the State Council of the PRC, announced that the RMB exchange rate would no longer be pegged to the U.S. Dollar and would float based on market supply and demand with reference to a basket of currencies. According to public reports, the governor of the People’s Bank has stated that the basket is composed mainly of the U.S. Dollar, the European Union Euro, the Japanese Yen and the South Korean Won. Also considered, but playing smaller roles, are the currencies of Singapore, the United Kingdom, Malaysia, Russia, Australia, Canada and Thailand. The weight of each currency within the basket has not been announced.

~~Chinese~~The ~~food~~initial ~~consumption~~adjustment isof ~~influenced~~the RMB exchange rate bywas ~~factors~~an ~~such~~approximate as2% ~~population~~revaluation ~~size~~from ~~and~~an ~~demographics,~~exchange ~~income~~rate of 8.28 RMB per U.S. Dollar to 8.11 RMB per U.S. Dollar. The People’s Bank announced that the daily trading price of the U.S. Dollar against the RMB in the inter-bank foreign exchange market would float within a band of 0.3% around the central parity published by the People’s Bank, ~~food~~while trading prices, ~~and~~of ~~general~~non-U.S. ~~preferences~~Dollar currencies against the RMB would be allowed to move within a certain band announced by the People’s Bank. ~~Per~~The ~~capita~~People’s ~~income~~Bank ~~growth~~has stated that it will make adjustments of the RMB exchange rate band when necessary according to market developments as well as the economic and financial ~~urbanization~~situation. ~~are~~In a later announcement published on May 18, 2007, the ~~two~~band ~~factors~~was ~~most~~extended ~~responsible~~to ~~for~~0.5%. ~~altering~~Since ~~recent~~July ~~consumption~~2008, ~~patterns~~the RMB has traded at 6.83 RMB per U.S. Dollar. Recent reports indicate an upward revaluation in ~~China~~the value of the RMB against the U.S. ~~Rising~~Dollar ~~income~~may ~~translates~~be ~~into~~allowed. The ~~higher~~People’s ~~per~~Bank ~~capita~~announced ~~food~~on ~~consumption~~June 19, ~~while~~2010 ~~increasing~~its ~~urbanization~~intention isto ~~driving~~allow ~~diversification~~the ofRMB ~~food~~to ~~choices~~move ~~because~~more freely against the basket of ~~greater~~currencies, which ~~availability~~increases the possibility of sharp fluctuations in the value of the RMB in the near future and ~~choice~~thus ~~offered~~the ~~through~~unpredictability ~~increasingly~~associated ~~diverse~~with the ~~sales~~RMB ~~outlets~~exchange rate.

~~Chinese~~However consumers generally fall into one of three categories: rural consumers; urban low-income consumers; or urban high-income consumers. Although urban high-income consumers can afford to buy more and better-quality food, the ~~ubiquity~~RMB ~~of food outlets~~ in ~~cities~~2018 ~~means~~is ~~that~~very ~~nearly~~sensitive ~~every~~to ~~urban resident,~~and ~~regardless~~influenced ofby ~~income,~~its ~~has~~political ~~available~~situation anwith ~~increasingly~~USA ~~diverse~~illustrated ~~food~~by ~~selection.~~its ~~Compared~~multiple tochanges ~~rural~~in ~~diets,~~depreciation ~~urban diets contain less grain~~ and ~~more~~appreciation ~~non-staple~~against ~~items,~~the ~~including~~US$ ~~processed and convenience foods. Rural migrants to cities tend to adopt~~ during the ~~urban~~past ~~diet~~year.

~~Expenditure~~Despite onthis ~~food~~change in its exchange rate regime, the Chinese government continues to manage the valuation of the RMB. The value of our common stock will be indirectly affected by the foreign exchange rate between the U.S. dollar and the RMB. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations.

Food is the largest class of household expenditure for all Chinese income groups; even housing takes a smaller share of average household income, according to USITC. As income rises, the absolute amount of food expenditure increases, although the share of income spent on food falls. Urban residents spend substantially more on food than their rural counterparts, according to USITC. Higher incomes lead to an increase in both the quantity and quality of food demanded. However, while demand for higher quantities of food appears to level off in the top income households, demand for higher-quality foods continues to rise with income.34

The ~~market~~income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our ~~aquatic~~international ~~products~~operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We ~~aquaculture~~are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in ~~China~~consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss, which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.

~~The~~Very ~~information~~limited hedging transactions are available in ~~this~~China ~~section~~to ~~regarding~~reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may ~~aquatic~~enter ~~and~~into ~~aquaculture~~hedging transactions in the future, ~~including~~the ~~graphs~~availability and effectiveness of these transactions may be limited, isand ~~taken~~we ~~from~~may ~~the~~not be ~~USDA’s~~able ~~GAIN~~to ~~Report~~successfully ~~Number:~~hedge ~~CH12073~~our ~~per~~exposure. ~~12/28/2012~~In ~~unless~~addition, ~~otherwise~~our foreign currency exchange losses may be magnified by PRC exchange control ~~stated~~regulations that restrict our ability to convert RMB into foreign currencies.3

~~Total~~Uncertainties ~~Aquatic~~with ~~Products~~respect ~~Production~~to the PRC legal system could adversely affect us and we may have limited legal recourse under PRC law if disputes arise under our contracts with third parties.

~~China~~Since ~~has~~1979, ~~the~~we ~~world’s~~believe ~~largest~~PRC ~~aquatic production~~legislation and ~~its~~regulations have ~~market~~significantly ~~share~~enhanced protections afforded to various forms of ~~the~~foreign ~~world’s~~investments ~~fish~~in ~~production~~China. However, China has ~~risen~~not ~~from~~developed 7a fully ~~percent~~integrated inlegal ~~1961~~system toand 37recently ~~percent~~enacted bylaws ~~2012.~~and ~~China alone~~regulations ~~accounted~~may ~~for~~not ~~62.5~~sufficiently ~~percent~~cover ofall ~~the~~aspects ~~aquaculture~~of ~~production~~economic activities in ~~the~~China. ~~world~~In byparticular, ~~volume~~because inthese ~~2015.~~laws ~~Aquaculture~~and ~~represents~~regulations ~~more~~are ~~than~~relatively new, the interpretation and enforcement of these laws and regulations 71involve uncertainties.9 ~~percent~~In ofaddition, the ~~total~~PRC ~~fish~~legal ~~production~~system is based in ~~China.~~part ~~Total~~on ~~2015~~government ~~aquatic~~policies ~~production~~and ininternal ~~China~~rules ~~increased~~(some ~~4.38~~of ~~percent~~which toare not ~~reach~~published 47on a timely basis or at all) that may have a retroactive effect.~~9 million~~ ~~tons~~As a result, ~~compared~~sometimes towe ~~the~~may ~~45.8~~not ~~million~~be ~~tons~~aware inof ~~2014,~~our ~~per~~violation of ~~the~~these ~~FAO~~policies and rules until sometime after violation.

~~Fish~~The ~~production~~Chinese ~~accounts~~government ~~for~~has 59enacted ~~percent~~laws and regulations ofdealing ~~the~~with ~~total~~matters ~~aquatic~~such ~~production~~as corporate organization and governance, ~~followed~~foreign byinvestment, ~~shellfish~~commerce, taxation and ~~crustaceans~~trade. atHowever, ~~22.6~~their ~~percent~~experience in implementing, interpreting and 10enforcing ~~percent~~these laws and regulations is limited, ~~respectively.~~and ~~Fish~~our ~~production~~ability to enforce commercial claims or to resolve commercial disputes is, ~~according~~unpredictable. The resolution of these matters may be subject to the ~~USDA~~exercise of considerable discretion by agencies of the Chinese government, ~~expected~~and forces unrelated to ~~continue~~the ~~its~~legal ~~upward~~merits ~~growth~~of ~~trend~~a toparticular ~~reach~~matter 34or dispute may influence their determination.5 ~~million~~Any ~~tons~~rights inwe ~~2012~~may have to specific performance, upor ~~from~~to 33seek ~~million tons~~an injunction under PRC law, in ~~2011~~either of these cases, are severely limited, and 31without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring.3 ~~million~~The ~~tons~~occurrence inof ~~2010~~any such events could have a material adverse effect on our business, financial condition and results of operations.

InUnder ~~2011,~~the ~~Shandong,~~PRC ~~Guangdong~~EIT Law, ~~Fujian~~we ~~and Zhejiang~~may ~~provinces~~be ~~profited~~classified as ~~from~~a ~~favorable~~“resident ~~coastal~~enterprise” ~~locations~~of ~~and abundant freshwater resources/facilities to rank as~~ the ~~top four aquatic production areas~~PRC. InSuch ~~terms~~classification ofcould ~~freshwater~~result ~~cultured~~in ~~production,~~tax ~~Hubei,~~consequences ~~Guangdong,~~to ~~and~~the ~~Jiangsu~~Company ~~provinces~~or ~~are~~our ~~the~~non-PRC resident ~~largest producers~~shareholders.

~~According~~On toMarch ~~@2020~~16, ~~undercurrent news~~2007, ~~China~~the National People’s ~~seafood~~Congress ~~imports~~approved ~~increased~~and bypromulgated ~~39%~~a new tax law, the PRC Enterprise Income Tax Law, or “EIT Law,” which took effect on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to ~~$15bn~~a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as a managing body that in ~~2018~~practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise; however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the short history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatment of a foreign company on a case-by-case basis.

~~The market for meat in China~~35

~~China~~If isthe byPRC ~~far~~tax ~~the~~authorities ~~world’s~~determine ~~largest~~that we are ~~producer~~a ~~and~~“resident ~~consumer~~enterprise” offor ~~meat~~PRC ~~which~~enterprise ~~includes~~income ~~pork~~tax purposes, ~~poultry~~a ~~and~~number ~~beef~~of PRC tax consequences could follow. ~~Historically~~First, ~~this~~we ~~situation~~could be ~~did~~subject ~~not~~to ~~have~~the enterprise income tax at a ~~large~~rate ~~impact~~of 25 percent on ~~the~~ ~~rest~~our ofworldwide ~~the~~taxable ~~world~~income, as ~~China~~well as PRC enterprise income tax reporting obligations. Second, ~~for~~under the ~~most~~EIT ~~part~~Law and its implementing rules, ~~maintained~~dividends ~~self-sufficiency~~paid inbetween ~~meat~~“qualified resident enterprises” are exempt from enterprise income tax. ~~However~~As a result, ~~since~~if ~~2007~~we ~~the~~are ~~situation~~treated ~~has~~as a PRC “qualified resident enterprise,” all dividends ~~changed~~paid ~~dramatically.~~from ~~China~~our ~~has~~Chinese ~~gradually~~subsidiaries ~~turned~~to ~~into~~us awould ~~net~~be ~~importer~~exempt offrom ~~meats~~PRC tax.

~~World~~Finally, ~~meat~~the ~~production~~new ~~was~~“resident ~~340~~enterprise” classification ~~million~~could ~~tons~~ result in ~~2017.4~~a ~~Global~~situation ~~trade~~ in ~~meat~~which a 10% PRC tax is ~~projected~~ imposed on dividends we pay to beour ~~20%~~non-PRC ~~higher~~stockholders inthat ~~2027,~~are not ~~representing~~PRC atax ~~slowing~~“resident ~~down~~enterprises” ofand ~~meat~~gains ~~trade~~derived ~~growth~~by tohem anfrom ~~annual~~transferring ~~average~~our ofcommon ~~1.5%~~stock, ~~compared~~if tosuch ~~2.9%~~income is considered ~~during~~PRC-sourced income by the ~~previous~~relevant ~~decade~~PRC authorities.5 ~~Meat imports~~In ~~into~~such ~~Asia~~event, ~~account~~we ~~for~~may 56be required to withhold a 10% ofPRC ~~global~~tax ~~trade,~~on ~~and~~any ~~poultry~~dividends ~~will~~paid to ~~constitute~~non-PRC ~~more~~resident ~~than~~stockholders. ~~half~~Our ofnon-PRC ~~this~~resident ~~additional~~stockholders ~~import~~also ~~demand. China’s~~may ~~meat~~be ~~production~~responsible ~~reached~~for ~~86.60~~paying ~~million~~PRC ~~tons~~tax inat ~~2018,~~a ~~where~~rate ~~total~~of ~~meat~~10% ~~production~~on inany gain realized from the ~~United~~sale ~~States~~or ~~amounted~~transfer of our common stock in certain circumstances. We would not, however, have an obligation to withhold ~~47.06~~PRC ~~million~~tax ~~tons~~with inrespect ~~2018~~to such gain.

~~With~~Moreover, ~~strong~~the ~~economic~~SAT ~~growth~~released Circular Guoshuihan No. 698 (“Circular 698”) on December 15, 2009 that reinforces the taxation of non-listed equity transfers by non-resident enterprises through overseas holding vehicles. Circular 698 addresses indirect share transfers as well as other issues. Circular 698 is retroactively effective from January 1, 2008. According to Circular 698, where a foreigner (non-PRC resident) who indirectly holds shares in a PRC resident enterprise through a non-PRC offshore holding company indirectly transfers equity interests in a PRC resident enterprise by selling the shares of the offshore holding company, and the ~~improvement~~latter is located in a country or jurisdiction where the effective tax burden is less than 12.5 percent or where the offshore income of ~~living~~his, ~~standards~~her, or its residents is not taxable, the ~~demand~~foreign ~~for~~investor ~~beef~~is required to provide the PRC tax authority in ~~China~~charge of that PRC resident enterprise with certain relevant information within 30 days of the transfer. The tax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax authorities determine that such transfer is ~~rising~~abusing forms of business organization and a reasonable commercial purpose for the offshore holding company other than the avoidance of PRC income tax liability is lacking, the PRC tax authorities will be able to re-assess the nature of the equity transfer under the doctrine of substance over form.6 A reasonable commercial purpose may be established when the overall international ~~China~~(including U.S.) offshore structure is set up to comply with the requirements of supervising authorities of international (including U.S.) capital markets. If the SAT’s ~~animal~~challenge ~~feed~~of ~~market~~a transfer is ~~projected~~successful, it may deny the existence of the offshore holding company that is used for tax planning purposes and subject the seller to ~~grow~~PRC tax on the capital gain from such transfer. Since Circular 698 has a relatively short history, there is uncertainty as to its application. We (or a foreign investor) may become at risk of being taxed under Circular 698 and may be required to expend valuable resources to comply with Circular 698 or to establish that we (or such foreign investor) should not be taxed under Circular 698, which could have a ~~CAGR~~material adverse effect on our financial condition and results of ~~over~~operations ~~16%~~(or ~~till~~such foreign ~~2019~~investor’s investment in us).7

~~3 Definition~~If ofany ~~terms:~~such ~~China’s~~PRC ~~definition~~taxes ofapply, ~~aquatic~~a ~~products includes both cultured (farm~~non-~~raised)~~PRC ~~and wild caught~~resident ~~products;~~stockholder ~~aquatic~~may ~~products~~be ~~include~~entitled ~~fish,~~to ~~shrimp/prawn/crab,~~a ~~shellfish,~~reduced ~~algae,~~rate ~~and~~of ~~other.~~PRC ~~Aquatic~~taxes ~~catch~~under ~~production~~an isapplicable ~~total~~income ~~volume of~~tax ~~both~~treaty ~~fresh~~ and/or ~~seawater~~a ~~wild~~foreign ~~caught~~tax ~~aquatic~~credit ~~products;~~against ~~Aquaculture~~such stockholder’s ~~production~~domestic isincome ~~the~~tax ~~total~~liability ~~volume~~(subject ofto ~~both~~applicable ~~fresh~~conditions and ~~seawater cultured (farmed~~limitations). ~~aquatic~~Prospective ~~products.~~investors ~~This~~are ~~report~~encouraged to ~~will~~consult ~~use~~with ~~Chinese~~their ~~terminology~~own totax ~~maintain~~advisors ~~consistency~~regarding ~~between~~the ~~Chinese~~applicability ~~statistics and~~of ~~product~~any ~~categories.~~such ~~Total~~taxes, ~~aquatic~~the ~~trade~~effects ~~statistics~~of ~~below~~any doapplicable ~~not~~income ~~include~~tax ~~fishmeal~~treaties, and any available foreign tax credits.

~~4 Review of Recirculation Aquaculture System Technologies and their Commercial Application, Stirling Aquaculture, Institute of Aquaculture.~~36

5Failure to comply with PRC regulations relating ~~Food~~to ~~Outlook,~~the ~~FAO,~~establishment ~~November~~of ~~2018~~offshore special purpose companies by PRC residents may materially adversely affect us.

~~6 Research~~In ~~Report~~October 2005, the SAFE issued the Notice on Relevant ~~Beef~~Issues ~~Import~~in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents inside China, generally referred to as Circular 75. The policy announced in this notice required PRC residents to register with the relevant SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Failure to comply with the requirements of Circular 75 and any of its internal implementing guidelines as applied by SAFE in accordance with Notice 106 may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, ~~2019-2023~~share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

7We requested our shareholders who are PRC residents ~~China~~to ~~Animal~~make ~~Feed~~the ~~Market~~necessary ~~Forecast~~applications, filings and ~~Opportunities~~amendments as required under Circular 75 and other related rules. We attempt to comply, and ~~2019~~attempt to ensure that our shareholders who are subject to these rules comply, with the relevant requirements. However, we cannot provide any assurances that our shareholders who are PRC residents will comply with our request to make any applicable registrations, and nor can we provide any assurances that our shareholders who are PRC residents will be able to obtain such applicable registration or comply with other requirements required by Circular 75 or other related rules or that, if challenged by government agencies, the structure of our organization fully complies with all applicable registrations or approvals required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. Failure by such PRC resident shareholders or future PRC resident shareholders to comply with Circular 75 or other related rules, if SAFE requires it, could subject these PRC resident shareholders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends, or affect our ownership structure, which could adversely affect our business and prospects.

-Adverse 20changes -in political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.

~~There~~Our ~~are~~business, ~~several~~financial ~~other~~condition, ~~specific~~results ~~market~~of ~~drivers~~operations ~~which~~and ~~underpin~~prospects ~~the~~are ~~increase~~affected insignificantly ~~demand~~by ~~for~~economic, ~~red~~political ~~meat.~~and ~~One~~legal ~~driver~~developments ~~is the improved living standard~~ in China ~~which stimulates the growth of beef markets since beef often sells at a much higher price and traditionally has been more expensive than what most people can afford~~. ~~Another~~The ~~is the fact that~~ Chinese ~~people’s~~economy ~~dietary structure is becoming more diversified and reasonable,~~differs ~~bringing~~from ~~larger~~the ~~amount~~economies of ~~beef~~most ~~consumption~~developed ~~since~~countries ~~beef~~in ~~has~~many ~~nutritional benefits. Lastly~~respects, ~~a gradual lowering of import taxes is likely to support sufficient supply of cattle.~~including:

~~Feed~~· ~~grain prices are projected to remain low during 2018-2027. The year 2017 was affected by numerous outbreaks of Avian Influenza (AI) around~~ the ~~world~~amount which resulted in a slower increase in world output. China, the second largest producer after the United States, was particularly affected by several outbreaks over the last years. Thus, China can expect a return to historical trend growth in poultry production from 2018 onwards. Globally, the share of ~~meat~~government output traded is expected to remain constant at around 10%, with most of the increase in volume coming from poultry meat. The projected production growth in developing countries remains insufficient to satisfy demand grown, particularly in Asia and Africa. As a result, import demand is expected to remain strong.8involvement;

~~Market~~· ~~drivers~~the level of development;

~~The~~· ~~improvement of living standard stimulates~~ the growth ~~of beef markets:~~rate;

~~Traditionally,~~· ~~Chinese people eat pork and chicken to satisfy their desire for meat. This is largely due to~~ the ~~much~~control ~~higher price~~ of ~~beef~~foreign ~~which~~exchange; ~~goes beyond normal people’s affordable level. With the improvement of living standards, Chinese people have begun the upgrade of their consumption of meat,~~ and ~~began to eat more beef.~~

~~Chinese~~· ~~people’s~~the ~~dietary~~allocation ~~structure becomes more diversified and reasonable, bringing larger amount~~ of ~~beef consumption:~~resources.

At present, Chinese people are changing their diet patterns to higher and richer nutrition. From a nutritional perspective, beef not only contains high unsaturated fatty acids and high protein, it also has low fat and lots of nutrition, which makes it perfect for the healthy diet. Thus, in the future, beef is expected to replace some parts of the market shares in pork, chicken and other meats.937

While the Chinese economy has grown significantly in the past 20 years, we believe the growth has been uneven, both geographically and among various sectors of the economy. The ~~market~~Chinese government ~~for~~has ~~fertilizer~~implemented various measures to encourage economic growth and guide the allocation of resources. We believe some measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in ~~China~~tax regulations that are applicable to us.

~~Sales~~The ofChinese ~~fertilizers~~economy ~~are~~has ~~expected~~been totransitioning befrom ~~supported~~a byplanned ~~healthy~~economy ~~expansion~~to ofa ~~agricultural~~more ~~activities~~market-oriented aseconomy. ~~the~~Although ~~amount~~in ofrecent ~~sown~~years ~~areas~~the ~~continues~~Chinese togovernment ~~grow~~has ~~and~~implemented ~~rural~~measures ~~income levels~~emphasizing ~~rise.~~the ~~Farmers~~utilization ~~will~~of ~~continue~~market toforces ~~register~~for ~~steadily~~economic ~~increasing incomes~~reform, the ~~result~~reduction of ~~growing~~state ~~crop~~ownership ~~prices~~of ~~and~~productive ~~government~~assets ~~subsidies designed to supplement their revenues~~ and ~~reduce their material costs. Subsidies aimed directly at cutting~~ the ~~cost~~establishment of ~~fertilizers~~sound iscorporate ~~expected~~governance toin ~~encourage~~business ~~additional~~enterprises, ~~use.~~a Insubstantial ~~addition,~~portion ~~rising~~of ~~crop~~the ~~prices~~productive ~~have~~assets ~~encouraged~~in ~~farmers~~China tois ~~invest~~still inowned ~~fertilizers~~by tothe ~~further boost~~Chinese ~~crop yields~~government. The ~~Advances~~Chinese ~~will~~government also beexercises ~~driven~~significant bycontrol ~~increases~~over inChinese ~~the~~economic ~~acreage~~growth ofthrough ~~sown~~the ~~land~~allocation ~~dedicated~~of toresources, ~~growing~~controlling payment ~~cash~~of ~~crops.~~foreign ~~However~~currency-denominated obligations, ~~increasing~~ ~~demand~~setting ~~for~~monetary ~~organic~~policy ~~food~~ and ~~improved~~providing ~~understanding~~preferential oftreatment ~~the correct application of fertilizers is expected~~ to ~~prevent~~particular industries ~~demand~~or ~~from rising at a faster pace~~companies.

InContract ~~value terms~~drafting, ~~fertilizer~~interpretation ~~demand~~and ~~is expected~~enforcement ~~to grow from over $195 billion~~ in ~~2016~~China toinvolve ~~over~~significant ~~$245 billion in 2020~~uncertainty.10 Faster value growth will be driven by strong demand for higher value multi-nutrient fertilizers. In addition, advances will be supported by continued growth in fertilizer prices as the cost of natural gas, oil, coal, and other raw materials continues to increase.

~~Demand~~We ~~for~~have ~~fertilizer~~entered ~~nutrients~~into innumerous ~~China~~contracts governed isby ~~projected~~PRC tolaw, ~~grow~~many ~~4.4~~of ~~percent~~which ~~annually~~are ~~through~~material ~~2015~~ to 98our business.1 ~~million~~As ~~metric~~compared ~~tons.~~with ~~Nutrient~~contracts ~~demand~~in ~~will~~the beUnited ~~stimulated~~States, contracts governed by ~~increasing~~PRC law ~~use~~tend ofto ~~higher~~contain ~~nutrient~~less ~~level~~detail ~~products~~and asto ~~income~~not ~~levels~~be ~~grow~~as comprehensive in ~~rural~~defining ~~areas~~contracting inparties’ ~~China.~~rights Inand ~~addition,~~obligations. ~~government~~As ~~efforts~~a ~~to promote~~result, ~~multi-nutrient~~contracts ~~fertilizers~~in ~~will~~China ~~also~~are ~~support~~more ~~gains~~vulnerable into ~~fertilizer~~disputes ~~nutrient~~and ~~demand~~legal challenges. ~~Accounting~~In ~~for~~addition, ~~more~~contract ~~than~~interpretation ~~three-fourths~~and ofenforcement ~~total~~in China ~~fertilizer~~is ~~demand~~not inas ~~2010,~~developed ~~single-nutrient~~as ~~fertilizers~~in ~~will~~the ~~remain~~United ~~the~~States, ~~larger~~and ~~product~~the ~~type~~result ~~through~~of ~~2015,~~any ~~despite~~contract adispute ~~relatively~~is ~~low growth~~subject ~~rate~~to ofsignificant 2uncertainties.1 ~~percent~~Therefore, we ~~per~~cannot ~~year.~~assure ~~Sales~~you ofthat ~~single~~we ~~nutrient~~will ~~fertilizers~~not ~~will~~be ~~continue~~subject to bedisputes ~~supported~~under byour ~~their~~material ~~relatively~~contracts, ~~low~~and if such disputes arise, we cannot assure ~~prices~~you that we will prevail.

The ~~size,~~application ~~growth and composition~~ of ~~fertilizer demand~~PRC inregulations ~~the six regions that make up China vary considerably. The Central-South and Central-East will remain the two largest~~relating ~~regional fertilizer markets. Due~~ to the ~~comparatively~~overseas ~~high~~listing ~~income~~of ~~levels~~PRC indomestic ~~the~~companies ~~Central-South~~is uncertain, and ~~Central-East~~we ~~- which~~may ~~enable~~be ~~residents~~subject to ~~afford~~penalties ~~more expensive food items - demand~~ for ~~cash~~failing ~~crops such~~to asrequest ~~fruits~~approval ~~and vegetables will rise in these regions, which in turn will fuel demand for fertilizer. Sales in the Northeast~~of ~~and Northwest regions will outpace~~ the ~~average~~PRC ~~through~~authorities ~~2015,~~prior ~~benefiting~~to ~~from~~listing ~~the~~our ~~Great~~shares ~~Western~~in ~~Development Strategy,~~ the ~~Northeast Revitalization Policy, and increasing income levels for farmers~~U.11S.

As mentioned above, on August 8, 2006, six PRC ~~Meat~~government -agencies, ~~OECD-FAO~~i.e., ~~Agricultural~~MOFCOM, ~~Outlook~~the ~~2018~~SAIC, the CSRC, SAFE, the State-~~2027~~Owned Assets Supervision and Administration Commission (“SASAC”) and SAT, jointly issued the New M&A Rules, which became effective on September 8, 2006. The New M&A Rules purport, among other things, to require offshore “special purpose vehicles” that are (1) formed for the purpose of overseas listing of the equity interests of PRC companies via acquisition and (2) are controlled directly or indirectly by PRC companies and/or PRC individuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on overseas stock exchanges. On September 21, 2006, pursuant to the New M&A Rules and other PRC Laws, the CSRC published on its official website relevant guidance with respect to the listing and trading of PRC domestic enterprises’ securities on overseas stock exchanges (the “Related Clarifications”), including a list of application materials regarding the listing on overseas stock exchanges by special purpose vehicles. We were and are not required to obtain the approval of CSRC under the new M&A Rules in connection with this transaction because we were and are not a special purpose vehicle formed or controlled by PRC individuals.

9However, there are substantial uncertainties regarding ~~Frost~~the &interpretation, ~~Sullivan:~~application ~~China’s~~and ~~beef~~enforcement ~~market~~of these rules, and CSRC has ~~great~~yet ~~growth~~to ~~potential~~promulgate any written provisions or formally to declare or state whether the overseas listing of a PRC-related company structured similar to ours is subject to the approval of CSRC. Any violation of these rules could result in fines and other penalties on our operations in China, restrictions or limitations on remitting dividends outside of China, and other forms of sanctions that may cause a material and adverse effect to our business, operations and financial conditions.

~~10 Fertilizer Market Global Report 2017, Business Research Company~~38

11The New M&A Rules also established additional ~~Fertilizers~~procedures and requirements that are expected to make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise that owns well-known trademarks or China,’s ~~Industry~~traditional ~~Study~~brands. We may grow our business in part by acquiring other businesses. Complying with ~~Forecasts~~the ~~for~~requirements ~~2015~~of the New M&A ~~2020~~Rules in completing this type of transaction could be time-consuming, ~~Freedonia~~and ~~Group;~~any ~~June~~required ~~2012~~approval processes, including CSRC approval, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

-We 21may -face regulatory uncertainties that could restrict our ability to issue equity compensation to our directors and employees and other parties who are PRC citizens or residents under PRC law. The grant of stock options under any incentive plan that we adopt in the future would require registration with SAFE.

InOn ~~2006~~April 6, 2007, SAFE issued the ~~central~~“Operating Procedures ~~government~~for ~~started~~Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company,” also known as “Circular 78”. It is not clear whether Circular 78 covers all forms of equity compensation plans or only those that provide for the grant of stock options. For any equity compensation plan which is so covered and is adopted by a ~~program~~non-PRC ~~intended~~listed company after April 6, 2007, Circular 78 requires all participants who are PRC citizens to ~~partially~~register ~~compensate~~with, ~~farmers~~and ~~for~~obtain the ~~price~~approval ~~increases~~of, SAFE prior to their participation in ~~fuel~~any such plan. In addition, ~~fertilizer~~Circular 78 also requires PRC citizens to register with SAFE and ~~other~~make ~~agricultural~~the ~~inputs~~necessary applications and filings if they participate in an overseas listed company’s covered equity compensation plan prior to April 6, 2007. InAs of the date of this filing, we have not adopted any incentive plans, but may do so in the future. Any ~~case~~such plan may grant equity compensation, including, but not limited to, stock options, to our PRC employees and/or directors. The grant of ~~fertilizers~~any equity compensation under such a plan to a PRC citizen, ~~government~~however, ~~support~~may isunder ~~part~~Circular 78 require the PRC citizen to register with and obtain approval of ~~several~~SAFE. ~~separate~~We ~~programs~~believe ~~targeting~~that ~~fertilizer~~the ~~producers~~registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming. If it is determined that our such a plan, or any equity compensation grant under such a plan, is subject to Circular 78, failure to comply with ~~cost~~such ~~reductions~~provisions of Circular 78 may subject us and any recipients thereof to fines and legal sanctions and prevent us from being ~~passed~~able ~~along~~to grant equity compensation to ~~farmers~~our ~~purchasing~~PRC ~~the~~employees ~~input~~and/or directors. In that case, our ability to compensate our employees and directors through equity compensation would be hindered and/or prevented.

~~GOVERNMENT~~Capital ~~REGULATION~~outflow policies in the PRC may hamper our ability to remit income to the United States.

~~Regulation~~The PRC has adopted currency and capital transfer regulations. These regulations may require that we comply with complex regulations for the movement of ~~M&A~~capital and ~~Overseas~~as ~~Listings~~a result we may not be able to remit all income earned and proceeds received in connection with our operations or from the sale of our operating subsidiary to the U.S. or to our stockholders.

OnOur ~~August 8, 2006,~~operations ~~six PRC regulatory agencies, including the Ministry of Commerce (the “MOFCOM”), the State Assets Supervision~~ and ~~Administration~~assets ~~Commission,~~in the State Administration of Taxation (“SAT”), the State Administration of Industry and Commerce (the “SAIC”), the China Securities Regulatory Commission (“CSRC”), and the State Administration of Foreign Exchange (the “SAFE”), jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which became effective on September 8, 2006 and was amended on June 22, 2009. The M&A Rules include provisions that purport to require that an offshore special purpose vehicle formed for purposes of the overseas listing of equity interests in PRC ~~companies and controlled directly~~are orsubject ~~indirectly by PRC companies or individuals obtain the approval of the CSRC prior~~ to ~~the~~significant ~~listing~~political and ~~trading~~economic ~~of such special purpose vehicle’s securities on an overseas stock exchange~~uncertainties.

OnGovernment ~~September 21,~~policies are subject to rapid change ~~2006,~~and the ~~CSRC~~government ~~published~~of onthe ~~its~~PRC ~~official~~may ~~Website~~adopt ~~procedures~~policies ~~regarding~~that ~~its~~have ~~approval~~the effect of ~~overseas~~hindering ~~listings~~private byeconomic ~~special~~activity ~~purpose~~and ~~vehicles~~greater economic decentralization. ~~The~~There ~~CSRC~~is ~~approval~~no ~~procedures~~assurance ~~require~~that the ~~filing~~government of China will not significantly alter its policies from time to time without notice in a ~~number~~manner with reduces or eliminates any benefits from its present policies of ~~documents~~economic ~~with~~reform. In addition, a substantial portion of productive assets in China remains government-owned. For instance, all lands are state or rural collective economic organizations owned and leased to business entities or individuals through governmental grants of the ~~CSRC~~land use rights. The ~~application~~grant process is typically based on government policies at the time of ~~this~~the ~~new~~grant, ~~PRC~~which ~~regulation~~could be lengthy and complex. This process may adversely affect our business. The government ~~remains~~of ~~unclear~~China also exercises significant control over China’s economic growth through the allocation of resources, ~~with~~controlling nopayment of ~~consensus~~foreign ~~currently~~currency ~~existing~~and ~~among~~providing ~~leading~~preferential ~~PRC~~treatment ~~law~~to ~~firms~~particular ~~regarding~~industries or companies. Uncertainties may arise as a result of changing governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the ~~scope~~imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the ~~applicability~~nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in China, ~~CSRC~~could ~~approval~~have ~~requirement~~a material adverse effect on our business, results of operations and financial condition.

The M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise.39

InOur ~~February 2011, the~~use ~~General Office~~ of the ~~State~~allocated ~~Council~~land promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“Circular 6”), which established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. Under Circular 6, a security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may ~~acquire~~be ~~“de facto control” of domestic enterprises with “national security”~~subject ~~concerns. In August 2011, the MOFCOM promulgated the Rules on Implementation of Security Review System (the “MOFCOM Security Review Rules”),~~ to ~~replace~~challenges the Interim Provisions of the Ministry of Commerce on Matters Relating to the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the MOFCOM in ~~March 2011. The MOFCOM Security Review Rules, which came into effect on September 1, 2011, provide that~~ the MOFCOM will look into the substance and actual impact of a transaction and prohibit foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactionsfuture.

~~Regulation~~All land use rights that we own are land use rights relating to allocated land. The local governmental authorities have granted such land use rights to us for free use or at a discounted levy rate given our contribution to the development of ~~Foreign~~the ~~Currency~~local ~~Exchange~~economy. However, pursuant to the Catalogue on Allocated Land issued by the Ministry of Land Resources of the PRC (the “Catalogue”), the land use rights for allocated land may only be granted to those specific projects which are in compliance with the Catalogue, subject to the approval of the competent governmental authorities. We, as a privately owned agricultural producer, may not be qualified to be granted such land use rights for allocated land according to the Catalogue. Consequently, our use of such land may be subject to challenge in the future, and ~~Dividend~~the ~~Distribution~~legal consequences could include the confiscation of such land by the governmental authorities or a demand that we pay a market price for purchasing the land use rights for such land and converting the allocated land use right to a granted land use right.

~~The~~Because ~~principal regulations~~Chinese ~~governing~~law ~~foreign~~governs ~~currency~~almost ~~exchange~~all in China are the Foreign Exchange Administration Regulations (the “FX Regulations”), which were last amended in August 2008. Under the FX Regulations, the RMB is freely convertible for current account items, including the distribution of ~~dividends, interest payments, trade and service-related foreign exchange transactions,~~ ~~but~~our ~~not~~material ~~for capital account items~~agreements, ~~such~~we as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made. On August 29, 2008, the SAFE issued a notice, Circular 142, regulating the conversion by a foreign-invested company of foreign currency into RMB by restricting how the converted RMB may benot ~~used. Circular 142 requires that the registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only~~ be ~~used~~able ~~for~~to ~~purposes~~enforce ~~within~~our ~~the~~legal ~~business~~rights ~~scope approved by the applicable governmental authority and may not be used for equity investments~~ within ~~the~~China ~~PRC.~~or ~~In addition~~elsewhere, ~~the~~which ~~SAFE~~could increased its oversight of the flow and use of the registered capital of a foreign-invested company settled in RMB converted from foreign currencies. The use of such RMB capital may not be changed without the SAFE’s approval, and may not in any case be used to repay RMB loans if the proceeds of such loans have not been used. Violations of Circular 142 will result in ~~severe penalties, such as heavy fines. As~~ a ~~result, Circular 142 may significantly limit our ability to transfer cash or other assets from The Company and/or our other~~significant ~~non-PRC~~loss ~~subsidiaries~~of ~~into our subsidiaries in the PRC~~business, ~~which may adversely affect our~~ business ~~expansion and we may not be able to convert the net proceeds into RMB to invest in or acquire any other PRC companies~~opportunities, or ~~establish other variable interest entities (“VIEs”) in the PRC~~capital.

-Chinese 22law -governs almost all of our material agreements. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will be available outside of China. The system of laws and the enforcement of existing laws in China may not be as certain in implementation and interpretation as in the United States. Our inability to enforce or obtain a remedy under any of our current or future agreements could result in a significant loss of business, business opportunities or capital. It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in China.

~~Dividends~~Substantially ~~paid by~~all aof ~~PRC~~our ~~subsidiary~~assets towill ~~its~~be ~~overseas~~located in ~~shareholder~~the ~~are~~PRC ~~deemed~~and ~~income~~all of ~~the~~our ~~shareholder~~officers and ~~are~~our ~~taxable~~present indirectors reside outside of the ~~PRC~~United States. ~~Pursuant~~As toa ~~the Administration~~result, ~~Rules of~~it ~~the~~may ~~Settlement,~~not ~~Sale~~be ~~and~~possible for ~~Payment~~United ofStates ~~Foreign~~investors ~~Exchange~~to ~~(1996)~~enforce their legal rights, ~~foreign-invested~~to ~~enterprises~~effect inservice ~~the~~of ~~PRC may~~process ~~purchase~~upon orour ~~remit~~directors ~~foreign~~or ~~currency,~~officers ~~subject~~or to aenforce ~~cap~~judgments of ~~approved~~United byStates ~~the~~courts ~~SAFE,~~predicated ~~for~~upon ~~settlement~~civil liabilities and criminal penalties of ~~current~~our ~~account~~directors ~~transactions~~and ~~without~~officers under federal securities ~~the~~laws. ~~approval~~Moreover, ofwe ~~the~~have ~~SAFE.~~been ~~Foreign~~advised ~~currency~~that ~~transactions~~China ~~under~~does ~~the~~not ~~capital~~have ~~account~~treaties ~~are~~providing ~~still~~for ~~subject~~the toreciprocal ~~limitations~~recognition and ~~require approvals~~enforcement ~~from,~~of orjudgments of ~~registration~~courts with the United States. Further, it is unclear if extradition treaties now in effect between the ~~SAFE~~United States and ~~other~~China ~~relevant~~would permit ~~PRC~~effective ~~governmental~~enforcement ~~authorities~~of criminal penalties of the federal securities laws.

InWe ~~October 2005, the~~do ~~SAFE~~not ~~promulgated~~have ~~the~~insurance ~~Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles (“Circular 75”)~~coverage. Under Circular 75, which was issued by SAFE effective November 1, 2005, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendment to the registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company. Moreover, Circular 75 applies retroactively. As a result, PRC residents who, prior to November 1, 2005, had established or acquired control of offshore companies that had made onshore investments in the PRC prior to were required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006.

~~Since~~We ~~May 2007, the~~currently ~~SAFE~~do ~~has~~not ~~issued~~purchase aproperty ~~series~~insurance for ofour ~~guidance~~properties, toincluding ~~its~~raw ~~local~~materials, ~~branches~~semi-manufactured ~~with~~goods, ~~respect~~manufactured togoods, ~~the~~buildings ~~operational~~and ~~process~~machinery ~~for~~equipment, ~~the~~livestock, and ~~SAFE~~we ~~registration under~~currently ~~Circular~~do ~~75.~~not ~~The~~carry ~~guidance~~any ~~provides~~product ~~more~~liability ~~specific~~or ~~and~~other ~~stringent~~similar ~~supervision~~insurance, ofnor ~~the~~do ~~registration~~we ~~required~~have bybusiness ~~Circular~~liability ~~75.~~or ~~For~~business disruption ~~example,~~insurance ~~the~~coverage ~~guidance~~for ~~imposes~~our ~~obligations~~operations onin ~~onshore~~the ~~subsidiaries~~PR. ofThere anis ~~offshore~~no ~~entity~~insurance tocovering ~~make~~risks ~~true~~incurred ~~and~~through ~~accurate~~seasonal ~~statements~~variation toconsequences. ~~the~~In ~~local~~this ~~SAFE~~respect, ~~authorities~~we ~~regarding~~as ~~any~~an ~~shareholder~~engineering orbased ~~beneficial~~company ~~owner~~have ofqualified ~~the~~personnel ~~offshore~~and ~~entity~~staffs ~~who~~to ismanage aand ~~PRC~~to ~~citizen~~limited orthe ~~resident. Untrue~~happenings ~~statements~~of bythese relevant ~~the~~risk ~~onshore~~factors; ~~subsidiaries~~however ~~will~~there ~~lead~~is tono ~~potential~~guarantee ~~liability~~that ~~for~~accidents ~~the~~will ~~subsidiaries~~not ~~and~~happen, inand ~~some~~if ~~instances~~they happen, ~~for~~the consequences may have a material ~~their~~adverse ~~legal~~effect ~~representatives~~on our business, financial condition and ~~other~~results ~~related~~of ~~individuals~~operations.

~~Under~~Because ~~the~~our ~~relevant rules,~~cash ~~failure~~and tocash ~~comply~~equivalent ~~with~~are held ~~the registration procedures set forth~~ in ~~Circular~~banks 75that ~~may~~do ~~result~~not inprovide ~~restrictions~~capital ~~being~~guarantee ~~imposed~~insurance, on the ~~foreign~~failure ~~exchange activities~~ of ~~the~~any ~~relevant~~bank ~~onshore company, including increases~~ in ~~its~~which ~~registered~~we ~~capital,~~deposit ~~payment~~our offunds ~~dividends and~~could ~~other~~affect distributions to its offshore parent or affiliate and capital inflows from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who control our ~~company~~ ~~from~~ability ~~time~~ to ~~time~~continue ~~are required to register with the SAFE~~ in ~~connection with their investments in us~~business.

OnBanks ~~December 25, 2006,~~and ~~the~~other ~~People’s~~financial ~~Bank~~institutions ofin ~~China (~~the ~~“PBOC”) issued the Administration Measures on Individual Foreign~~ ~~Exchange~~PRC ~~Control~~do ~~and~~not ~~related~~provide ~~Implementation~~insurance ~~Rules were~~for ~~issued~~funds byheld ~~the SAFE~~ on ~~January 5, 2007~~deposit. ~~Both~~A ~~became~~significant ~~effective~~portion ~~on February 1,~~of ~~2007.~~our ~~Under~~assets ~~these~~are ~~regulations, all foreign exchange transactions involving an employee share incentive plan, share option plan, or similar plan participated~~ in bythe ~~onshore~~form ~~individuals~~of ~~may~~cash bedeposited ~~conducted only~~ with ~~approval from the SAFE or its authorized~~banks ~~branch.~~in ~~Under~~ the ~~Notice~~PRC, ofand ~~Issues~~in ~~Related to~~ the ~~Foreign~~event ~~Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan~~ of ~~Overseas~~bank ~~Listed Company (“Offshore Share Incentives Rules”)~~failure, ~~which~~we ~~was~~may ~~issued~~not byhave ~~the~~access ~~SAFE on February 15~~to, ~~2012,~~or ~~PRC~~may ~~citizens~~lose ~~who are granted share options~~entirely, ~~restricted~~our ~~share~~funds ~~units~~on ordeposit. ~~restricted~~Depending ~~shares~~upon ~~by an overseas~~the ~~publicly~~amount ~~listed~~of ~~company~~cash ~~are~~we ~~required~~maintain toin ~~register~~a ~~with~~bank ~~the~~that ~~SAFE~~fails, orour ~~its~~inability ~~authorized~~to ~~branch~~have ~~and~~access to ~~comply~~such ~~with~~cash adeposits ~~series~~could ofimpair ~~other~~our ~~requirements. If we~~operations, ~~or the PRC employees of ours who hold options~~and, if ~~restricted~~we ~~share~~are ~~units~~not orable ~~restricted~~to ~~shares~~access ~~fail~~funds to ~~comply~~pay ~~with~~our ~~these~~suppliers, ~~registration or~~employees and other ~~procedural requirements~~creditors, we, ~~and/or such employees~~ may be ~~subject~~unable to ~~fines~~continue ~~and~~in ~~other legal sanctions~~business.

The principal regulations governing distribution of dividends of foreign holding companies include the Foreign Investment Enterprise Law (1986), which was amended in October 2000, and the Administrative Rules under the Foreign Investment Enterprise Law (2001). Under these regulations, foreign investment enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign investment enterprises in China are required to allocate at least 10% of their accumulated profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends.40

~~Laws~~Failure ~~and~~to ~~Regulations~~comply with the United States ~~Related~~Foreign Corrupt Practices Act could subject us to ~~Employment~~penalties and ~~Labor~~other ~~Protection~~adverse consequences.

OnWe ~~June 29,~~are subject to the United States Foreign Corrupt ~~2007~~Practices Act, ~~the~~which ~~National~~generally ~~People’s~~prohibits ~~Congress~~United ~~promulgated~~States ~~the~~companies ~~Employment~~from ~~Contract~~engaging ~~Law~~in bribery or other prohibited payments to foreign officials for the purpose of ~~PRC~~obtaining ~~(“Employment~~or ~~Contract~~retaining ~~Law”)~~business. Foreign companies, ~~which~~ ~~became~~including ~~effective~~some asthat ofmay ~~January 1~~compete with us, ~~2008~~are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and ~~was~~other ~~amended~~fraudulent onpractices ~~December 28,~~occur ~~2012.~~from ~~The~~time ~~Employment~~to ~~Contract~~time ~~Law~~in ~~requires~~the PRC. We cannot ~~employers~~assure toyou ~~provide~~that ~~written~~our ~~contracts~~employees toor ~~their~~other agents will not engage in such conduct for which we might be held responsible. If our employees, or ~~restricts~~agents ~~the~~are ~~use~~found ofto ~~temporary~~have ~~workers~~engaged in such practices, we could suffer severe penalties and ~~aims~~other toconsequences ~~give~~that ~~employees~~may ~~long-term~~have a material ~~job~~adverse ~~security~~effect on our business, financial condition and results of operations.

~~Pursuant~~Labor tolaws ~~the Employment~~in ~~Contract Law, employment contracts lawfully concluded prior to~~ the ~~implementation~~PRC ofmay ~~the~~adversely ~~Employment Contract Law and~~affect ~~continuing~~our asresults of ~~the date of its implementation shall continue to be performed~~operations. Where an employment relationship was established prior to the implementation of the Employment Contract Law but no written employment contract was concluded, a contract must be concluded within one month after its implementation.

On ~~September 18~~June 29, ~~2008~~ 2007, the ~~State~~PRC ~~Council~~government promulgated a new labor law, namely, the ~~Implementing~~Labor ~~Regulations~~Contract ~~for~~Law of the PRC, ~~Employment~~or the New Labor Contract Law, which ~~came~~became ~~into~~effective ~~effect~~on ~~immediately~~January 1, 2008. ~~These~~The ~~regulations~~New ~~interpret~~Labor Contract Law imposes greater liabilities on employers and ~~supplement~~significantly affects the ~~provisions~~cost of an employer’s decision to reduce its workforce. Further, it requires that certain terminations be based upon seniority and not merit. In the ~~Employment~~event we decide to significantly change or decrease our workforce, the New Labor Contract Law could adversely affect our ability to effect such changes in a manner that is most advantageous to our business or in a timely and cost-effective manner, thus materially and adversely affecting our financial condition and results of operations.

-Your 23ability -to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, will be limited because we conduct substantially all of our operations in the PRC and because the majority of our directors and officers reside outside of the United States.

AsWe are a Nevada holding company and substantially all of ~~December~~our assets are located outside of the United States. Substantially all current operations are conducted in the PRC. In addition, all but one of our directors and officers are nationals and residents of countries other than the United States. Substantial portions of the assets of these persons are located outside the 31United States. Thus, it may be difficult to effect service of process within ~~2015~~the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, wenone ~~had~~of ~~entered~~whom ~~written~~are ~~employment~~residents ~~contracts~~in the United States and the substantial majority of whose assets are located outside of the United States. It is also uncertain whether the courts of the PRC would recognize or enforce judgments of U.S. courts. Our PRC legal counsel has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in the PRC may recognize and enforce foreign judgments in accordance with ~~three~~the requirements of the PRC Civil Procedures Law based on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. The PRC does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our ~~employees~~directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security or the public interest. It is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

~~Income Tax~~41

OnRisks ~~March 16, 2007,~~Related ~~the~~to ~~National~~Ownership People’s Congress approved and promulgated the Enterprise Income Tax Law (the “EIT Law”). On December 6, 2007, the State Council approved the Implementing Rules. Both the EIT Law and its Implementing Rules became effective on January 1, 2008. Under the EIT Law and the Implementing Rules, which superseded the previous Income Tax Law, the enterprise income tax rate for both domestic companies and foreign invested enterprises is unified at 25%. On December 26, 2007, the State Council promulgated the Circular on Implementation of ~~Enterprise~~our ~~Tax~~Common Transition Preferential Policy, or the Preferential Policy Circular. The EIT Law, its Implementing Rules and the Preferential Policy Circular provide a five-year transitional period for certain entities that had enjoyed a favorable income tax rate of less than 25% under the previous Income Tax Law and were established before March 16, 2007, during which period the applicable enterprises income tax rate shall gradually increase to 25%.Stock

OnVolatility ~~April 14, 2008,~~in ~~the~~our ~~Administration~~common ~~Measures~~stock ~~for~~price ~~Recognition of High and New Technology Enterprises, or the Recognition Measures, were jointly~~may ~~promulgated~~subject byus ~~the Ministry of Science and Technology, the Ministry of Finance, and the SAT, which sets out the standards and process for granting the high and new technology enterprises status. According~~ to ~~the~~securities EIT Law and its Implementing Rules as well as the Recognition Measures, enterprises which have been granted the high and new technology enterprises status shall enjoy a favorable income tax rate of 15%litigation. The new EIT Law and its Implementation Rules also provide that “software enterprises” enjoy a two-year income tax exemption starting from the first profit making year, followed by a reduced tax rate of 12.5% for the subsequent three years.

~~The~~Stock EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules merely defines the location of the “de facto management body” as “the place where the exercisingmarkets, in ~~substance~~general, ofhave ~~the~~experienced ~~overall management and control of the production and business operation,~~in ~~personnel,~~recent ~~accounting~~months, ~~properties, etc.,~~and ofcontinue ato non-PRC company is located.” The SAT issued the Circular regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodiesexperience, orsignificant ~~Circular~~price ~~82,~~and onvolume ~~April 22~~volatility, ~~2009.~~and ~~Circular 82 provides certain specific criteria for determining whether~~ the ~~“de~~market ~~facto~~price ~~management body”~~ of aour ~~Chinese-controlled~~common ~~offshore-incorporated~~stock ~~enterprise~~may ~~is located in China. The SAT~~continue ~~issued~~to ~~the~~be ~~Bulletin~~subject ~~regarding~~to ~~the~~similar ~~Administrative~~market ~~Measures~~fluctuations onunrelated ~~the~~to ~~Income~~our ~~Tax~~operating ofperformance ~~Chinese-Controlled~~or ~~Offshore Incorporated Resident Enterprises (Interim) on July 27, 2011, which became effective on September 1, 2011, providing more guidance on the implementation of Circular 82~~prospects. This ~~bulletin~~increased ~~clarifies matters including resident status determination~~volatility, ~~post-determination~~coupled ~~administration and~~with ~~competent~~depressed ~~tax~~economic ~~authorities.~~conditions, ~~Although~~could ~~both~~continue ~~Circular 82 and the bulletin only apply~~ to ~~offshore~~have ~~enterprises~~a ~~controlled~~depressing byeffect ~~PRC enterprises, not companies like us, the determining criteria set forth in Circular 82 and the bulletin may reflect the SAT’s general position~~ on ~~how~~ the ~~“de~~market ~~facto~~price ~~management body” test should be applied in determining the tax resident status~~ of ~~offshore~~our ~~enterprises, regardless~~common ~~of whether they are controlled by PRC enterprises or individuals~~stock. ~~Based~~The onfollowing ~~a review of surrounding facts and circumstances~~factors, ~~the~~many ~~Company does not believe that it is likely that its operations outside~~ of ~~the~~which ~~PRC~~are ~~should~~beyond beour ~~considered a resident enterprise for PRC tax purposes. However~~control, ~~due~~may toinfluence ~~limited~~our ~~guidance~~stock and implementation history of the EIT Law, should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% retroactive to January 1, 2008.price:

~~The~~· EIT Law also imposes a withholding income tax of 10% on dividends distributed by a Foreign Invested Enterprise (an “FIE”) to its immediate holding company outside of China if such immediate holding company is considered a non-resident enterprise without any establishment or place within China or if the ~~received~~status ~~dividends have no connection with the establishment or place~~ of ~~such immediate~~our ~~holding~~growth ~~company~~strategy ~~within~~including China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the ~~previous~~building ~~law. The State~~ of ~~Nevada,~~our ~~where~~new ~~the~~production ~~Company~~line ~~is incorporated, does not have such tax treaty~~ with ~~China.~~any ~~The~~proceeds SAT further promulgated a circular, or Circular 601, on October 27, 2009, which provides that the tax treaty benefits will be denied to “conduit” or shell companies without business substance and that a beneficial ownership analysis will be used based on a “substance-over-form” principle to determine whether to grant the tax treaty benefits. Most our subsidiaries in China are directly held by our non-Chinese subsidiaries. If we ~~are regarded as a non-resident enterprise and our non-Chinese subsidiaries are regarded as resident enterprises, then our non-Chinese subsidiaries~~ may be ~~required~~able to ~~pay~~raise ain 10% withholding tax on any dividends payable to us. If our non-Chinese subsidiaries are regarded as non-resident enterprises, then our PRC subsidiaries may be required to pay a 5% withholding tax for any dividends payable to our non-Chinese subsidiaries, however, it is still unclear at this stage whether Circular 601 applies to dividends from our PRC subsidiaries paid to our non-Chinese subsidiaries, and if our non-Chinese subsidiaries were not considered as “beneficial owners” of any dividends from their PRC subsidiaries, whether the ~~dividends payable to our non-Chinese subsidiaries would be subject to withholding tax at a rate of 10%.~~future;

~~The~~· ~~EIT~~announcements ~~Law~~of ~~and its~~technological Implementation Rules have tried to scrutinize transactions between related parties. Pursuant to the EIT Law and its Implementation Rules, the tax authorities may impose mandatory adjustment on tax due to the extent a related party transaction is not in line with arm’s-length principle or ~~was~~competitive entered with a purpose to reduce, avoid or delay the payment of tax. On January 8, 2009, the SAT issued the Implementation Measures for Special Tax Adjustments (Trial), which clarifies the definition of “related party” and sets forth the tax-filing disclosure and documentation requirements, the selection and application of transfer pricing methods, and transfer pricing investigation and assessment procedures.developments;

-· 24regulatory -developments in the PRC affecting us, our customers or our competitors;

On· ~~December 10, 2009,~~announcements ~~the~~regarding ~~SAT~~patent ~~issued~~or aother ~~circular~~intellectual onproperty ~~Strengthening~~litigation or the ~~Administration~~issuance of ~~Enterprise~~patents ~~Income~~to ~~Tax~~us ~~Collection~~or onour ~~Income~~competitors ~~Derived from Equity Transfer by Non-resident Enterprise,~~ or ~~Circular~~updates ~~698.~~with ~~Pursuant~~respect to ~~Circular~~the ~~698,~~enforceability ~~non-resident enterprises should declare any direct transfer~~ of ~~equity~~patents ~~interest~~or ofother ~~PRC~~intellectual ~~resident~~property ~~enterprises~~rights ~~and~~generally ~~pay taxes~~ in ~~accordance with~~ the ~~EIT Law and relevant laws and regulations. For an indirect transfer, if the effective tax rate for the transferor (a non-~~PRC~~-resident~~ ~~enterprise)~~or is lower than 12.5% under the law of the jurisdiction of the direct transferred target, the transferor is required to submit relevant transaction materials to PRC tax authorities for review. If such indirect transfer is determined by PRC tax authorities to be a transaction without any reasonable business purpose other than for tax avoidance, the gains derived from such transfer will be subject to PRC income tax.internationally;

In· ~~addition~~actual ~~to the~~or ~~above,~~anticipated ~~after~~fluctuations ~~the~~in ~~EIT~~our ~~Law~~quarterly ~~and~~operating ~~its Implementing Rules were promulgated, the SAT released several regulations to stipulate more details for carrying out the EIT Law and its Implementing Rules. These regulations include:~~results;

· ~~Notice of~~ ~~the~~changes ~~State~~in ~~Administration~~financial ofestimates ~~Taxation~~by onsecurities ~~the~~research ~~Issues Concerning the Administration of Enterprise Income Tax Deduction and Exemption (2008)~~analysts;

· ~~Notice of~~ ~~the~~changes ~~State~~in ~~Administration~~the ofeconomic ~~Taxation~~performance onor ~~Strengthening~~market ~~the~~valuations ~~Withholding~~ of ~~Enterprise~~our ~~Income Tax on Non-resident Enterprises’ Interest Income Sourcing from China (2008)~~competitors;

· ~~Notice of~~ ~~the~~additions ~~State~~or ~~Administration~~departures of ~~Taxation~~our onexecutive ~~Several Issues Concerning the Recognition of Incomes Subject to the Enterprise Income Tax (2008)~~officers;

· ~~Opinion of~~ ~~the~~release ~~State~~or ~~Administration~~expiration of ~~Taxation~~lock-up onor ~~Strengthening~~other ~~the~~transfer ~~Administration~~restrictions ofon ~~Enterprise~~our ~~Income~~outstanding ~~Tax~~common ~~(2008)~~stock; and

· ~~Notice of~~ ~~the~~sales ~~Ministry~~or ofperceived ~~Finance~~sales ~~and State Administration~~ of ~~Taxation~~additional onshares ~~Several Preferential Policies in Respect~~ of ~~Enterprise~~our ~~Income Tax~~common ~~(2008);~~stock.

~~· Interim~~In addition, the securities markets have, from ~~Measures~~time ~~for~~to time, experienced significant price and volume fluctuations that are not related to the ~~Administration~~operating performance of ~~Collection~~particular companies. Any of ~~Enterprise~~these ~~Income~~factors ~~Tax~~could onresult in large and sudden changes in the ~~Basis~~volume and trading price of ~~Consolidation~~our common stock and could cause our stockholders to incur substantial losses. In the past, following periods of ~~Trans-regional~~volatility ~~Business~~in the market price of a company’s securities, ~~Operations~~stockholders ~~(2008);~~have often instituted securities class action litigation against that company. If we were involved in a class action suit or other securities litigation, it would divert the attention of our senior management, require us to incur significant expense and, whether or not adversely determined, have a material adverse effect on our business, financial condition, results of operations and prospects.

~~· Several~~One of our directors and officers controls ~~Issues~~a ~~Concerning~~majority ~~the~~of ~~Enterprise~~our ~~Income~~common ~~Tax~~stock ~~Treatment~~and onhis ~~Enterprise~~interests ~~Reorganization~~may ~~(2009);~~not align with the interests of our other stockholders.

~~· Circular~~Solomon Lee, our chairman, chief executive officer and president, controls our company and beneficially owns in excess of 50.1% of our issued and outstanding common stock. This significant concentration of share ownership may adversely affect the ~~State~~trading ~~Council~~price onof ~~Printing~~our common stock because investors often perceive a disadvantage in owning shares in a company with one or several controlling stockholders. Furthermore, our directors and ~~Distributing~~officers, ~~Policies~~as ~~for~~a ~~Further~~Company, ~~Encouraging~~have the ability to significantly influence or control the ~~Development~~outcome of all matters requiring stockholder approval, including the ~~Software~~election ~~Industry~~of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. This concentration of ownership may have the ~~Integrated~~effect ~~Circuit~~of ~~Industry~~delaying ~~(2011);~~or preventing a change in control of our company that could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common stock. In addition, without the consent of Mr. Lee, we could be prevented from entering into transactions that could be beneficial to us. Mr. Lee may cause us to take actions that are opposed by other stockholders as his interests may differ from those of other stockholders.

~~· Circular on Income Tax Policies for Further Encouraging the Development of Software Industry and Integrated Circuit Industry (2012).~~42

Future ~~ITEM~~issuances 1Aof capital stock may depress the trading price of our common stock. ~~RISK FACTORS.~~

~~Investing~~Any inissuance of shares of our common stock ~~involves~~(or acommon ~~high~~stock ~~degree~~equivalents) ofafter ~~risk.~~the ~~You~~date ~~should~~hereof ~~carefully~~could ~~consider~~dilute ~~each~~the interests of ~~the~~our ~~following~~existing ~~risks~~stockholders and ~~all~~could ~~other~~substantially ~~information in this Annual Report~~decrease ~~before~~the ~~deciding~~trading toprice ~~invest~~of in our common stock. IfWe ~~any~~may ofissue ~~these~~additional ~~risks~~shares ~~actually occur, our business, financial condition, results~~ of ~~operations, and~~ our ~~future~~common ~~growth~~stock ~~prospects~~in ~~would suffer. Under these circumstances,~~ the ~~share~~future ~~price~~for ~~and~~a ~~value~~number of ~~our~~reasons, ~~common~~including ~~stock~~financing ~~could~~our ~~decline~~operations and ~~you~~business ~~could~~strategy ~~lose~~(including ~~all or part of your investment. The risks and uncertainties described~~ in ~~this~~connection ~~Annual~~with ~~Report are~~acquisitions, ~~the~~strategic ~~only~~collaborations ~~material~~or ~~risks~~other ~~and uncertainties that we presently know to be facing our company~~transactions).

~~This~~Sales ~~Annual~~of ~~Report~~a ~~contains~~substantial ~~forward-looking statements. Forward-looking~~number ~~statements~~of ~~anticipate~~shares of ~~future~~our ~~events~~common orstock ~~future~~in ~~financial~~the ~~performance.~~public ~~This~~market ~~Annual~~could ~~Report~~depress ~~also~~the ~~contains~~ market ~~data~~price ~~related~~of to our ~~business~~common stock, and ~~industry. This~~impair ~~market~~our ~~data~~ability ~~includes~~to ~~projections~~raise ~~that~~capital ~~are~~through the ~~based~~sale ~~on a number~~ of ~~assumptions. If these~~additional ~~assumptions~~equity ~~turn out to be incorrect, actual results may differ from projections based on them~~securities. As aWe ~~result,~~cannot ~~our~~predict ~~markets may not grow at~~ the ~~rates~~effect ~~projected~~that byfuture ~~these~~sales ~~data, or at all. The failure~~ of ~~these~~our ~~markets~~common tostock ~~grow~~or atother ~~these~~equity-related ~~projected rates~~securities ~~may~~would have ~~a material adverse effect~~ on ~~our business, results of operations, financial condition and~~ the market price of our common stock.

~~Currently,~~We webelieve ~~conduct~~that ~~our business operations in~~ the ~~People’s~~price ~~Republic~~ of ~~China.~~our Asshares ~~China’s~~in ~~economy~~the OTC ~~and~~QX ~~its~~markets ~~laws,~~is ~~regulations~~adversely ~~and~~affected ~~policies~~by ~~may and do differ from those found in~~ the ~~West,~~current ~~and~~stigma ~~change~~associated ~~continually,~~with weChinese ~~face~~companies ~~certain~~quoted ~~risks~~or ~~that~~listed ~~are~~publicly ~~summarized~~ in ~~this~~the ~~section~~United States.

-Although 25we -managed to maintain our liquidity to a certain degree, our share price has suffered. Many Chinese companies suffer from this stigma, which tends to affect both market prices and liquidity, and our company is no exception. Reasons with varying degrees of legitimacy explain this stigma, including but not limited to: (i) investors’ experience of losses suffered in the course of investing in other Chinese companies, (ii) the difficulty some Chinese companies have had in preparing auditable financial statements, and (iii) the difficulty in enforcing US judgments in foreign courts generally. All of these have contributed to a negative perception by some US investors regarding all Chinese companies publicly traded on US markets. Regardless of the reasons for this perception, if it continues over a sustained period of time our market prices may continue to trade below net tangible asset value per share. This would increase risk that our shareholders could lose the funds they invested in our company. It could also impact our ability to maintain our growth plan on schedule, which would adversely affect our business and financial condition.

~~Risks~~The ~~Related~~issuance toof ~~Our~~any ~~Company~~of our equity securities pursuant any equity compensation plan we may adopt may dilute the value of existing stockholders and may affect the market price of our stock.

~~Subsequent~~In the future, we may issue to ~~the~~our ~~Tri-way~~officers, ~~carve-out~~directors, employees and/or other persons equity based compensation under any equity compensation plan we may adopt to provide motivation and compensation to our officers, employees and key independent consultants. The award of any such incentives could result in an immediate and potentially substantial dilution to our existing stockholders and could result in a decline in the ~~number~~value of ~~direct~~our ~~major~~stock ~~customers~~price. ~~associated~~The ~~with~~exercise ~~SIAF~~of ~~subsidiaries~~these options ~~has~~and ~~been~~the ~~reduced~~sale of the underlying shares of common stock and the sale of stock issued pursuant to stock grants may have an adverse effect upon the price of our stock. In addition, if the holders of outstanding convertible securities convert such securities into common stock, you will suffer further dilution.

Subsequent to the Tri-way carve-out, the number of direct major customers associated with SIAF subsidiaries has been reduced, with the concentration of major customers now handled through the SJAP and SIAF/CA’s import/export trading division (the “Corporate Division”) via its main distribution agent, Shanghai Virgo Trading Co. Ltd. (“Virgo”) such that a loss of business with Virgo will have an adverse effect on SIAF’s Corporate Division operational performance. The Corporate Division accounted for 8.2% of consolidated revenues during the fiscal year ended December 31, 2018.43

WeThe ~~may~~requirements beof ~~unable~~being toa ~~maintain~~public ~~an effective~~company ~~system~~may ofstrain ~~internal~~our ~~control~~resources, ~~over~~divert ~~financial~~management’s ~~reporting,~~attention and asaffect aour ~~result~~ability ~~we may be unable~~ to ~~accurately~~attract ~~report~~and ~~our~~retain ~~financial~~qualified ~~results~~board members.

~~Our~~We are a public company and subject to the reporting requirements ~~obligations~~of the Securities Exchange Act of 1934, as aamended, ~~public~~and ~~company~~the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among ~~place~~other athings, ~~significant~~that ~~strain~~we onfile annual, quarterly and current reports with respect to our ~~management~~business and financial condition. The Sarbanes-Oxley Act requires, ~~operational~~among other things, that we maintain effective disclosure controls and procedures and internal controls for financial ~~resources~~reporting. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness of our internal controls structure and ~~systems~~procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain ancompliance ~~effective~~under Section 404, or if in the future management determines ~~system~~that ofour internal control over financial reporting are not effective as defined under Section 404, we could ~~experience~~be ~~delays~~subject to sanctions or ~~inaccuracies~~investigations by the NASDAQ Stock Market should we in ~~reporting~~the ~~our~~future ~~financial~~be ~~information~~listed on this market, the SEC, or ~~non-compliance~~other ~~with~~regulatory ~~SEC~~authorities. Furthermore, ~~reporting~~investor perceptions of our company may suffer, and ~~other~~this ~~regulatory~~could ~~requirements~~cause a decline in the market price of our common stock. ~~This~~Any failure of our internal controls could ~~subject~~have usa material adverse effect on our stated results of operations and harm our reputation. If we are unable to ~~regulatory~~implement ~~scrutiny~~these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a ~~loss~~number of additional employees with public ~~confidence~~accounting and disclosure experience in order to meet our ~~management~~ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements, which ~~could~~will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, ~~among~~which may divert attention from other ~~things~~business concerns, ~~cause~~which could have a material adverse effect on our ~~stock~~business, ~~price~~financial tocondition ~~drop~~and results of operations.

~~Because~~Our weshares ~~will~~of ~~require~~common ~~additional financing~~stock tomay ~~expand~~be ~~our~~thinly traded, ~~vertically~~so ~~integrated~~you ~~operations~~may ~~according~~be tounable ~~our business plan and growth strategy, our failure~~ to ~~obtain necessary~~sell ~~financing~~at ~~will~~or ~~impair~~near ~~our~~ask ~~growth~~prices ~~strategy;~~or inat ~~addition, the risks of vertical integration are significant~~all.

AsWe ofcannot ~~December 31,~~predict ~~2018,~~the weextent ~~had~~to ~~net~~which an active ~~working~~public ~~capital~~market offor ~~$175,208,848,~~our ~~including~~common ~~cash~~stock ~~and~~will ~~cash~~develop ~~equivalents~~or ofbe ~~$4,950,799~~sustained. Our ~~capital~~common ~~requirements~~stock tois ~~accomplish~~currently ~~our~~traded on the OTC QX where the shares have ~~planned~~historically ~~vertically~~been ~~integrated~~thinly ~~development~~traded, ~~and~~meaning ~~growth~~that ~~plan~~the number of persons interested in purchasing our ~~business~~common ~~are~~stock ~~significant~~at or near bid prices at any given time may be relatively small or non-existent.

InThis ~~most~~situation ~~developed~~may ~~countries,~~be ~~risks~~attributable ofto ~~agriculture~~a number ~~operations~~of factors, including the fact that we are ~~shared~~a small company that is relatively unknown to astock ~~certain~~analysts, ~~degree~~stock bybrokers, ~~different~~institutional investors ~~sectors~~and others in the ~~industry~~investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable. ~~For~~As ~~example:~~a consequence, there may be periods of several days, weeks or months when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.

·We ~~Research~~may ~~and~~become ~~development~~involved ~~are~~in ~~often~~securities ~~initiated~~class action ~~and~~litigation ~~supported~~that bycould ~~government~~divert ~~departments;~~management’s attention and harm our business.

·The ~~Primary~~stock ~~producers~~market ~~are~~in ~~mainly~~general, ~~concerned~~and ~~with~~the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the ~~growing~~operating ~~risks~~performance of the ~~produce;~~companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

·As ~~Marketing~~a ~~companies~~public ~~assume~~company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the ~~risks~~public markets. Our management has limited experience as a management team in a public company and as a result projections may not be made timely or set at expected performance levels and could materially affect the price of ~~marketing~~our shares. Any failure to meet published forward-looking statements that adversely affect the ~~produce;~~stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

~~· Trading houses sell the produce and assume the credit risks of the sales; and~~44

·Securities ~~Logistics~~analysts ~~companies~~may ~~assume~~elect ~~the~~not ~~risks~~to ofreport on ~~transporting~~our common stock or may issue negative reports that adversely affect the ~~produce~~stock price.

~~However~~At this time, asto aour ~~vertically~~knowledge ~~integrated~~no ~~operator,~~securities analysts weprovide ~~must~~research ~~assume~~coverage ~~all~~of ~~the~~our ~~above-mentioned~~common ~~risks.~~stock, ~~China~~and issecurities aanalysts ~~developing~~may ~~country;~~not ~~compared~~elect not to ~~other~~provide ~~developed~~such ~~nations,~~coverage ~~its~~in ~~agriculture industry~~the isfuture. ~~not~~It ~~modern.~~may remain ~~Thus,~~difficult ~~management~~for ~~believes~~our ~~that~~company, itwith isits ~~essential~~small ~~for~~market uscapitalization, to ~~develop~~attract ~~our~~independent ~~business~~financial ~~operation~~analysts inthat awill ~~vertically~~cover our ~~integrated~~common ~~manner~~stock. soIf ~~that~~securities weanalysts ~~can~~do ~~achieve~~not ~~reasonable~~cover ~~profit~~our ~~margins~~common ~~for~~stock, ~~our~~the ~~products.~~lack Weof ~~believe~~research ~~that~~coverage ~~the~~may ~~multiple~~adversely ~~layers~~affect ofthe ~~profits~~stock’s ~~generated~~actual ~~through~~and ~~vertical~~potential ~~integration~~market ~~may~~price. ~~compensate~~The totrading ~~some~~market ~~degree~~ for ~~the~~our ~~variety~~common ofstock ~~risks~~may ~~that~~be weaffected ~~face~~in ~~through~~part by the ~~multiple operations;~~research ~~however,~~and ~~the~~reports ~~overall~~that ~~risks~~industry or ~~are~~financial ~~much~~analysts ~~greater~~publish about our business. AtIf ~~the~~one ~~same~~or ~~time,~~more analysts elect to cover our ~~five~~company ~~year~~and ~~plan~~then ~~for~~downgrade ~~vertically~~the ~~integrated~~stock, ~~developments~~the isstock ~~not~~price ~~fully~~would ~~completed,~~likely ~~and~~decline ~~the~~rapidly. ~~remaining~~If ~~developments~~one ~~may~~or ~~require~~more ~~significant~~of ~~capital~~these ~~expenditures~~analysts ~~and~~cease ~~management~~coverage ~~resources.~~of ~~Failure to~~our ~~implement~~company, ~~these~~we ~~vertically~~could ~~integrated~~lose ~~developments~~visibility in the market, which, in turn, could ~~hurt~~cause our ~~ability~~stock price to ~~manage~~decline. ~~our~~This ~~growth~~could ~~and~~have ~~our~~a ~~financial~~negative ~~position~~effect on the market price of our common stock.

~~To accomplish the objectives discussed above and to execute our business strategy, we need access to capital on appropriate terms~~7. We currently have no commitments with any third party to obtain such additional financing and we cannot assure you that we will be able to obtain the requisite additional financing on any terms and, if we are able to raise additional funds, it may be necessary for us to sell our securities at a price which is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investors in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price. We cannot assure you that our business objectives, particularly over the longer term, will be met on a timely basis, if at all. Consequently, we may be unable to meet fixed obligations and expenses that will be generated in the operation of our business, whether as presently in existence or as proposed. Any failure to obtain requisite financing on acceptable terms could have material and adverse effect on our business, financial condition and future prospects.PROPERTIES

NoWe ~~assurance~~use ofthe ~~successful~~following ~~expansion of operations.~~properties:

~~Our~~Summary ~~significant increase in the scope and the scale~~ of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ~~ability~~Land to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.Assets

- 26 -

Item

Owner

Location

Acres

Date
Acquired

Tenure

Expiry dates

Nature of ownership

Nature of project

Hunan Lot 1

HSA

Ouchi Village, Fenghuo Town, Linli County

31.92

4/5/2011

3/31/2054

Lease

Fertilizer production

Hunan Lot 2

HSA

Ouchi Village, Fenghuo Town, Linli County

247.05

7/18/2011

7/17/2071

Management Right

Pasture growing

Hunan Lot 3

HSA

Ouchi Village, Fenghuo Town, Linli County

8.24

5/24/2011

5/23/2051

Land Use Rights

Fertilizer production

Hunan Lot 4

HSA

Ouchi Village, Fenghuo Town, Linli County

24.71

6/1/2018

5/31/2068

Lease

Cattle fattening

Guangdong Lot 1

JHST

Yane Village, Liangxi Town, Enping City

8.23

8/10/2007

9/8/2067

Management Right

HU Plantation

Guangdong Lot 2

JHST

Nandu Village of Yane Village, Liangxi Town, Enping City

27.78

3/14/2007

4/15/2067

Management Right

HU Plantation

Guangdong Lot 3

JHST

Nandu Village of Yane Village, Liangxi Town, Enping City

60.72

4/18/2007

4/17/2067

Management Right

HU Plantation

Guangdong Lot 4

JHST

Nandu Village of Yane Village, Liangxi Town, Enping City

54.68

9/12/2007

9/11/2067

Management Right

HU Plantation

Guangdong Lot 5

JHST

Jishilu Village of Dawan Village, Juntang Town, Enping City

28.82

9/12/2007

9/11/2067

Management Right

HU Plantation

Guangdong Lot 6

JHST

Liankai Village of Niujiang Town, Enping City

31.84

1/1/2008

1/1/2068

Management Right

HU Plantation

Guangdong Lot 7

JHST

Nandu Village of Yane Village, Liangxi Town, Enping City

41.18

1/1/2011

12/31/2037

Management Right

HU Plantation

Guangdong Lot 8

JHST

Shangchong Village of Yane Village, Liangxi Town, Enping City

11.28

1/1/2011

12/31/2037

Management Right

HU Plantation

Guangdong Lot 9

MEIJI

Xiaoban Village of Yane Village, Liangxi Town, Enping City

41.18

4/1/2011

3/31/2031

Management Right

Cattle Farm

Qinghai Lot 1

SJAP

No. 498, Bei Da Road, Chengguan Town of Huangyuan County, Xining City, Qinghai Province

21.07

11/1/2011

10/30/2051

Land Use Right & Building ownership

Cattle farm, fertilizer and livestock feed production

Guangdong Lot 10

JHST

Niu Jiang Town, Liangxi Town, Enping City

6.27

4/1/2013

3/31/2023

Management Right

Processing factory

Guangdong lot 11

Da San Dui Wei ,You Nan Village, Conghua District of Guangzhou City

33.27

10/28/2014

10/27/2044

Management Right

Agriculture

We may be unable to successfully expand our production capacity, which could result in material delays, quality issues, increased costs and loss of business opportunities, which may negatively impact our product margins and profitability.45

~~Part of~~We ~~our~~do ~~future~~not ~~growth~~own ~~strategy is to increase our production capacity to meet increasing demand for our goods. Assuming we obtain sufficient funding to increase our production capacity,~~ any ~~projects~~of ~~to increase such capacity may not be constructed on~~ the ~~anticipated~~land ~~timetable~~mentioned ~~or within budget. We may also experience quality control issues as we implement any production upgrades. Any material delay~~ in ~~completing~~the ~~these~~table projects, or any substantial cost increases or quality issues in connection with these projects could materially delay our ability to bring our products to market and adversely affect our business, reduce our revenue, income and available cash, all of which could harm our financial condition.above

~~Our~~Land ~~business~~ownership ~~and~~in ~~operations are growing rapidly. If we fail to effectively manage our growth, our business and operating results could be harmed.~~China

WeIn ~~have experienced~~China, ~~and~~nearly ~~may~~all ~~continue~~land ~~to experience,~~is ~~rapid~~owned ~~growth~~by inthe ~~our~~Central Government ~~operations.~~or ~~This~~local ~~has~~village ~~placed~~collectives, ~~and~~which ~~may~~grant ~~continue~~“usufructuary” torights ~~place~~(i.e., ~~significant~~the ~~demands~~right onto ~~our~~use ~~management, operational~~ and ~~financial~~enjoy ~~infrastructure.~~the Ifderived webenefits for doa ~~not~~period ~~manage~~of ~~our~~time) ~~growth~~in ~~effectively,~~ the ~~quality~~form of ~~our~~land ~~products~~use ~~and~~rights. ~~services could~~This ~~suffer,~~is ~~which~~similar ~~could~~to ~~negatively~~“leasehold” ~~affect~~land ~~our~~rights ~~operating~~in ~~results.~~the ToUnited ~~effectively~~States. ~~manage our growth, we must continue to improve~~Corporate ~~our~~entities ~~operational,~~and ~~financial~~individuals ~~and~~may ~~management~~own ~~controls~~the ~~and~~property ~~reporting~~(buildings) ~~systems~~erected ~~and~~on ~~procedures~~Government land. ~~These~~Land ~~systems~~use ~~improvements~~rights may ~~require significant~~be ~~capital~~transferred, ~~expenditures~~but ~~and~~they ~~management~~are based ~~resources.~~on ~~Failure~~agricultural tocontracts, ~~implement~~and ~~these~~cannot ~~improvements~~be ~~could~~changed ~~hurt~~arbitrarily ~~our ability~~ to ~~manage our~~non-agricultural ~~growth and our financial position~~purposes.

IfIn general, the ~~Chinese~~Government ~~government~~owns ~~were~~all toland. In urban ~~change~~areas, ~~its~~the ~~presently~~land ~~favorable~~is ~~policy~~owned ~~toward~~directly by the ~~agriculture~~central ~~industry~~Government. In rural and suburban areas, wethe ~~would~~local novillage ~~longer~~collectives, ~~enjoy~~usually ~~our~~through the ~~present~~villagers’ ~~tax-related~~collective ~~privileges~~economic organization, or the village committees, own the agricultural land. Uncultivated land in mountain ~~which~~and ~~would~~other ~~materially~~remote areas is also Government-owned. Corporate entities and ~~adversely~~individuals ~~impact~~may ~~our~~own ~~sales~~the ~~performance~~enhancements (buildings, ~~margins~~fences, and ~~net~~other structures) ~~profit~~erected ~~and~~on ~~our~~Government ~~costs structure~~land.

As ~~producers active in the agriculture industry~~such, ~~our~~any ~~subsidiaries~~transferrable ~~are~~rights ~~presently~~to ~~exempt from income tax and enjoy various incentive grants and subsidies given by~~ the ~~Chinese~~land ~~government.~~are Ifin the ~~Chinese~~form ~~government~~of ~~were~~usufructuary torights change its presently favorable policy toward the agriculture industry, we would no longer enjoy our present tax-related privileges, which would materially and adversely impact our sales performance, margins, and net profit and our costs structure(i. ~~We have experienced~~e., ~~and~~the ~~may~~right ~~continue~~ to ~~experience,~~use ~~quick~~and ~~changes~~enjoy ~~of policies by~~ the ~~Chinese government.~~benefits Ifderived wetherefrom dofor ~~not~~a ~~effectively~~period ~~and efficiently manage our growth on time due to lack~~ of ~~capital, we could suffer adversely from the consequences of any such policy changes~~time).

~~Our~~There ~~intellectual~~are ~~property~~several types of usufructuary rights. ~~are~~These ~~valuable,~~include ~~and~~the ~~any~~right ~~inability~~ to ~~adequately~~land ~~protect,~~contractual ormanagement ~~uncertainty~~(granted ~~regarding~~by ~~validity~~local village collectives for agriculture land), ~~enforceability~~the orright ~~scope~~to use of construction ~~them~~land ~~could undermine~~(state ~~our~~land ~~competitive~~in ~~position~~urban ~~and~~areas), ~~reduce~~etc. The right to land contractual management allows a party the ~~value~~rights ofto ~~our~~possess, ~~products~~utilize, and ~~services~~obtain ~~and~~profits ~~brand~~from agricultural land. This right is transferrable, ~~and~~but ~~litigation~~this toland ~~protect~~use ~~our~~right ~~intellectual property~~is ~~rights~~based ~~may~~on agricultural household contracts and cannot be ~~costly~~changed arbitrarily to non-agricultural purposes.

WeA ~~attempt~~usufructuary toright ~~strengthen~~properly ~~and~~granted ~~differentiate our~~in ~~product portfolio by developing new and innovative products and product improvements. As a result, our patents, trademarks,~~accordance ~~trade~~with ~~secrets,~~the ~~copyrights~~laws and other intellectual property rights are important assets to us. Various events outside of our control pose a threat to our intellectual property rights as well as to our products and services. For example, effective intellectual property protection may ~~not~~ be ~~available in China and other countries in which our products are sold. Also~~transferred, ~~although we have registered our trademark in China~~leased, ~~our efforts to protect our proprietary rights may not be sufficient~~ or ~~effective.~~mortgaged ~~Any~~in ~~significant~~accordance ~~impairment of~~with ~~our~~the ~~intellectual~~laws ~~property rights could harm our business or our ability to compete~~ and hurt our results of operation. Also, protecting our intellectual property rights is costly and time consuming. Policing unauthorized use of our proprietary technology can be difficult and expensive. Litigation might be necessary to protect our intellectual property rights. But due to the ~~relative unpredictability~~terms of the ~~Chinese~~land-grant ~~legal system and potential difficulties to enforce a court’s judgment in China, there is no guarantee that litigation would result in a favorable outcome~~contract. Furthermore, any such litigation may be costly and may divert our management’s attention from our core business. An adverse determination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects and reputation. Although we are not aware of any of such litigation, we have no insurance coverage against the litigation costs so we would be forced to bear all litigation costs if we cannot recover them from other parties. All foregoing factors could harm our business, financial condition, and results of operations. Any unauthorized use of our intellectual property could make it more expensive for us to do business and harm our operating results.

We1. ~~may~~A belease ~~exposed~~confers toon ~~infringement~~the recipient the same right orto ~~misappropriation~~use ~~claims~~and byenjoy ~~third~~the ~~parties~~benefits, ~~which,~~except iffor ~~determined~~the ~~against~~right ~~us,~~to ~~could~~own ~~adversely~~the ~~affect~~building ~~our~~erected ~~business~~by the recipient and ~~subject~~the usright to transfer. In case of government acquisition of the land, the compensation paid by the government for the building will go to ~~significant~~the ~~liability~~lessor, unless the lease agreement states otherwise. The Agreement for the 109.79MU land of HSA is stated to ~~third~~be ~~parties~~a lease agreement but the terms therein seem to suggest that HSA is being granted a Management Right.

Our success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which may damage our ability to rely on such technologies. In addition, although we endeavor to ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our current or potential competitors may have obtained or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products. The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management. These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential customers deferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business, financial condition and results of operations.46

-2 27& -3. Land Use Rights and Management Rights confer the same right to use and enjoy the benefits. “Land Use Right” is one granted by the State and usually used in the context of urban land, whereas local village collectives grant “Management Rights” and the term usually applies to rural land.

We4. ~~rely~~The onterm ~~highly~~Land ~~skilled~~Use ~~personnel~~Right relates to the right ~~and~~to use the ~~continuing~~land ~~efforts~~and ofenjoy ~~our~~the ~~executive~~benefits ~~officers~~derived ~~and~~there from, ifwhereas weBuilding ~~are~~Ownership ~~unable~~Right relates to ~~retain,~~the ~~motivate~~right orto ~~hire~~ownership ~~qualified~~of ~~personnel~~the building erected on the land concerned. SJAP was granted a Land Use Right by the State for the land (state-owned land), ~~our~~and a Building Ownership ~~business~~Right ~~may~~for bethe ~~severely~~buildings ~~disrupted~~erected thereon.

~~Our~~As ~~performance~~producers ~~largely~~active ~~depends~~in on the ~~talents,~~ ~~knowledge,~~agriculture ~~skills~~industry, our ~~know-how~~subsidiaries ~~and~~are ~~efforts~~presently ofexempt ~~highly~~from ~~skilled~~income ~~individuals~~tax and inenjoy ~~particular,~~various ~~the~~incentive ~~expertise~~grants ~~held~~and bysubsidies ~~our~~given ~~chief executive~~by ~~officer,~~the ~~Solomon~~China ~~Lee~~Government. If ~~His~~the ~~absence,~~Chinese government were it to ~~occur,~~change ~~could~~its ~~impact~~presently ~~development~~favorable ~~and~~policy ~~implementation~~toward ofthe ~~our~~agriculture ~~projects~~industry, ~~and businesses.~~we ~~Our~~would ~~future~~no ~~success~~longer ~~depends~~enjoy on our present ~~continuing~~tax-related ~~ability to identify~~privileges, ~~hire,~~which ~~develop,~~would ~~motivate~~materially and ~~retain~~adversely ~~highly~~impact ~~skilled personnel for all areas of~~ our ~~organization.~~sales ~~Our~~performance, ~~continued~~margins, ~~ability to compete effectively depends on our ability to attract new technology developers~~ and tonet ~~retain~~profit and ~~motivate~~ our ~~existing contractors~~costs structure. IfWe ~~one~~have ~~or more of our executive officers are unable or unwilling to continue in their present positions~~experienced, weand may ~~not~~continue ~~be able~~ to ~~replace them readily~~experience, ifquick atchanges ~~all.~~of ~~Therefore,~~policies ~~our~~by ~~business may~~the beChinese ~~severely~~government. ~~disrupted,~~If ~~and~~ we ~~may~~do ~~incur~~not ~~additional~~effectively and ~~expenses~~efficiently tomanage ~~recruit~~our ~~and~~growth ~~retain~~on ~~new~~time ~~officers.~~due Into ~~addition,~~lack ~~if any~~ of ~~our executives~~capital, ~~joins~~we acould ~~competitor~~suffer oradversely ~~forms~~from athe ~~competing~~consequences ~~company,~~of weany ~~may~~such ~~lose~~policy ~~some customers~~changes.

~~Our~~7. ~~financial~~SIAF’s ~~and~~Company ~~operating~~of ~~performance may~~Companies be- ~~adversely~~Rented ~~affected~~Premises ~~by adverse weather conditions, natural disasters and other catastrophes.~~Profiles

Our financial and operating performance may be affected adversely by epidemics, bad weather conditions, natural disasters and other catastrophes. Our HU plantation and Mega Farm is situated in Enping district and Zhongshan district which are subject to flooding, especially during the typhoon season (from July through September); for examples we lost many live fish and prawns grown in our open dam area of 450 Mu at the Zhongshan Mage Farm due to flooding in 2017 and again the same farm lost most of its fish breed stocks due to power stoppage caused by the typhoon; meanwhile, at Enping’s HU Plantation we lost all the winter cash crops planted during August 2018 and 50 Mu of nursery herbal tea plants and 200 Mu of passion fruit tree planted during Q2 2018.

Company	Location	Usage	Landlord	Tenure

Sino Agro Food, Inc.	Room 3520, Block A, China Shine Plaza, No. 9, Linhexi Rd., Tianhe District, Guangzhou City	Head Office	Guangzhou Shine Real Property Development Limited Company	July 9, 2016 to July 8, 2018

Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd.	Unit 1-5, JiangzhouShuizha Building, No. 19 Jiangjun Rd., Juntang Town, Enping City	Office	Enping City Jiangzhou Water Engineering Management Dept.	April 1, 2014 to March 31, 2019

~~We do not expect to encounter any epidemics in our aquaculture fishery farms in districts of the Guangdong Province or cattle farms in Huangyuan District of the Qinghai Province~~8. ~~However~~ inLEGAL the event of epidemics, we expect that our marine animals and our cattle will be quarantined until such time as a sanitary certificate for clean bill of health is obtained, before any of our products will be sold. In an extreme situation where our products would fail to obtain the sanitary certificate, they will be destroyed subject to the direction of the Inspection Authorities of the Agriculture Department of China. There is compensation granted by the Chinese government for the destruction of our products but only for a fraction of our cost of production; as such the Company will bear virtually all losses under such circumstances.PROCEEDINGS

IfIn the ordinary course of business, we ~~make~~may ~~any~~be involved ~~acquisitions~~in legal proceedings from time to time. As of the date hereof, ~~they~~except as set forth herein, there are no known legal proceedings ~~may~~against ~~disrupt~~the orCompany. ~~have~~No agovernmental ~~negative~~agency ~~impact~~has oninstituted ~~our~~proceedings, ~~business~~served, or threatened the Company with any complaints.

Although we have no present plans for any specific acquisitions, in the event that we make acquisitions, we could have difficulty integrating the acquired companies’ personnel and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:47

·On ~~difficulty~~March of26, ~~integrating acquired products~~2019, ~~services~~a orshareholder ~~operations;~~derivative ·complaint was ~~potential~~filed ~~disruption~~in of the ~~ongoing~~United ~~businesses~~States ~~and~~District ~~distraction~~Court offor ~~our management and~~ the ~~management~~Southern ofDistrict ~~acquired companies; · difficulty~~ of ~~incorporating~~New ~~acquired~~York ~~rights~~against ~~or products into our existing business; · difficulties in disposing of~~ the ~~excess or idle facilities of an acquired company or business and expenses in maintaining such facilities; · difficulties in maintaining uniform standards~~Company, ~~controls,~~as ~~procedures~~well ~~and policies; · potential impairment of relationships with employees and customers~~ as afour ~~result~~ of ~~any~~its ~~integration~~current directors, ofstyled ~~new~~Heng ~~management~~Ren ~~personnel;~~Silk ·Road ~~potential~~Investments ~~inability~~LLC, orHeng ~~failure~~Ren toInvestments ~~achieve~~LP, ~~additional~~derivatively ~~sales~~on ~~and~~behalf ~~enhance our customer base through cross-marketing~~ of ~~the~~Sino ~~products~~Agro toFood ~~new~~Inc. ~~and~~v. ~~existing~~Sino Agro ~~customers;~~Food ·Inc., ~~effect~~Lee ofYip ~~any~~Kun ~~government~~Solomon, ~~regulations~~Tan ~~which~~PoayTeik, ~~relate~~Chen ~~to the business acquired; · potential unknown liabilities associated with acquired businesses or product lines~~BorHann, orLim ~~the~~Chang ~~need to spend significant amounts to retool~~Soh, ~~reposition or modify the marketing~~ and ~~sales~~Sino ofAgro ~~acquired~~Food ~~products~~Inc., oras the ~~defense~~nominal ofdefendant (Case ~~any~~No.: ~~litigation,~~1:19-cv-02680) ~~whether or not successful, resulting from actions of~~ (the ~~acquired company prior to our acquisition~~“Complaint”).

~~Our~~The ~~business~~Complaint ~~could~~alleges beviolations ~~severely~~of ~~impaired~~securities iflaws and tostate law, breaches of fiduciary duties (including gross mismanagement of the ~~extent~~Company) ~~that~~by wethe ~~are~~individual ~~unable~~defendants, toa ~~succeed~~material default inof ~~addressing~~its ~~any~~obligations under a commercial loan agreement, misleading and false statements (including material omissions) by the individual defendants, and unauthorized issuance of ~~these~~new ~~risks~~shares orof ~~other~~Common ~~problems~~Stock ~~encountered~~to pay debts that, in ~~connection with~~the ~~these~~view ~~acquisitions~~of the plaintiffs, ~~many~~has diluted shareholder ownership and oppressed shareholders of ~~which~~the ~~cannot~~Company be(the ~~presently~~litigated ~~identified,~~claims). ~~these~~The ~~risks~~Company and ~~problems~~the ~~could~~individual ~~disrupt~~defendants ~~our~~believe ~~ongoing~~that ~~business,~~these ~~distract~~claims ~~our~~are ~~management~~without merit and ~~employees~~intend to vigorously defend against the Complaint. Based on the Company’s assessment of the facts underlying the claims, ~~increase~~the ~~our~~uncertainty ~~expenses~~of litigation, and ~~adversely~~the ~~affect~~preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, an unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations.

On July 23, 2020, the Court issued an Order (the “Order”) preliminarily approving settlement, authorizing notice and scheduling the settlement hearing for the Complaint. Under the terms of the Order, among other things, within 10 calendar days of the Order (i) the Company shall provide notice of the Settlement by filing with the SEC a Form 8-K, 28which shall include as exhibits (A) the Notice of Proposed Settlement of Shareholder Derivative Litigation (the “Notice”) and (B) the Settlement, (ii) counsel for the Plaintiffs shall file the Notice via a national wire service and (iii) the Company shall make available on its corporate website the Form 8-K and exhibits for the time period set forth in the Order. In addition, the Order scheduled a settlement hearing for October 13, 2020 to consider whether to grant final approval to the Settlement.The Settlement contains no admission of wrongdoing. The Company has always maintained and continues to believe that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws.

WeOn ~~face~~October ~~significant~~13th ~~competition~~2020, the Court granted ~~including~~the ~~changes~~final approval to the Settlement of Shareholder Derivative Litigation and dismissed the Shareholder Derivative Litigation with prejudice. The Court found that the terms of the settlement are fair, reasonable and adequate as to each of the parties, and hereby approved the Settlement in ~~pricing~~all respects and as of October 13th 2020 SIAF, Lee Solomon Yip Kun, Tan PoayTeil, Chen Bor Hann and Lim Chang Sohhave, fully, finally and forever released, relinquished, discharged and dismissed with prejudice from the litigated claims.

~~The markets for our products are both competitive and price sensitive~~9. ~~Many~~COMMON ~~competitors~~EQUITY ~~have~~AND ~~significant~~RELATED ~~financial,~~STOCKHOLDER operations, sales and marketing resources, plus experience in research and development, and compete with us by offering lower prices. Competitors could develop new technologies that compete with our products to achieve a lower unit price. If a competitor develops lower cost superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.MATTERS

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses.Holders

~~Many~~As the date of ~~our~~this ~~competitors~~report ~~are~~21.06.2021, ~~larger~~an aggregate ~~and~~of ~~have~~60,352,942 ~~greater~~shares ~~financial~~of our common stock were issued and ~~other~~outstanding ~~resources~~and ~~than~~were weowned doby 1,582 holders with approximately 116 active holders of record.

~~Our~~Recent products compete and will compete with similar if not identical products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distribution personnel, and other resources than we do. Using said resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors. They can introduce new products to new markets more rapidly. In certain instances, competitors with greater financial resources may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.Sales

~~Risks~~During ~~Related~~the toperiod covered by this Annual Report, we issued an aggregate of 0 (nil) shares of our ~~Industry~~common stock; and in fiscal year 2019 we issued an aggregate of 77,443 shares of our common stock to certain Chinese persons who perform services to us. The shares were issued pursuant to the exemption from registration under the Securities Act provided by its Regulation S.

Our agricultural assets are situated in three provinces in China and crop disease, severe weather, natural disasters and other conditions affecting the environment, including the effects of climate change, could result in substantial losses and weaken our financial condition.48

~~Our agricultural operations are situated~~PART 2; inMANAGEMENT’S ~~Qinghai~~DISCUSSION ~~Province,~~AND ~~Hunan~~ANALYSIS ~~and~~OF ~~Guangdong~~FINANCIAL ~~Province.~~CONDITION ~~Qinghai~~AND ~~Province~~RESULTS inOF particular is subject to occasional periods of drought. Crops require water in different quantities at different times during the growth cycle. The limited water resource at any given point can adversely impact production. In Qinghai our cropping and pasture land presently comprises over 5,000 acres, an area too big and too costly to afford drip irrigation systems for our crops. In Hunan, the district of Linli where we have over 300 acres of crop and pasture land may from time to time be subject to flooding that could affect our agriculture production. In Enping, Guangdong, our HU Plants are very susceptible to dry and wet seasonal variation that could also affect our agriculture production.OPERATIONS

Crop disease, severe weather conditions, such as floods, droughts, windstorms and hurricanes, and natural disasters, may adversely affect our supply of one or more products, reduce our sales volumes, increase our unit production costs or prevent or impair our ability to ship products as planned1. ~~Since a~~Consolidated ~~significant~~revenues ~~portion of our costs~~ are ~~fixed~~generated and contracted in advance of each operating year, volume declines due to production interruptions or other factors could result in increases in unit production costs, which could result in substantial losses and weaken our financial condition. We may experience crop disease, insect infestation, severe weather and other adverse environmental conditions from ~~time~~business toactivities ~~time.~~as follows:

~~Severe~~1.1. ~~weather~~The ~~conditions~~Organic ~~may~~fertilizer ~~occur with higher frequency or may be less predictable in the future due to the effects~~ of ~~climate change.~~HAS

AnFrom ~~occurrence~~1st ofOctober 2019, HSA ~~such~~leased anits ~~event~~fertilizer ~~might~~operation ~~result in material disruptions~~ to ~~our~~Mr. Lee ~~operations,~~Ping to (the ~~operations~~head of ~~our customers or suppliers, resulting in a decline in~~ the ~~agriculture industry.~~existing ~~There~~management ~~can~~team) beas ~~no assurance that our facilities or products will not be affected by any~~ such ~~occurrence~~HSA’s inrevenues ~~the~~are ~~future,~~derived ~~which~~from ~~occurrence~~leasing ~~may~~contracts ~~lead to adverse conditions to our operations and financial results~~thereon.

~~Prices~~So from of1st ~~agricultural~~October 2021, ~~products~~there ~~are~~is no more sales revenue generated from HSA but leasing and contracting revenue of $5,455,188.00 ~~subject~~representing to55% ~~supply~~of the group’s revenue of $9,892.398.00 and ~~demand~~gross profit of $1,476,855.00 acompares ~~market~~to ~~condition~~the ~~which~~group’s istotal ~~not~~gross profit ~~predictable~~of -132,061.87 for fiscal year ended 31.12.2020: whereas revenue for fiscal year ended December 31, 2019 was USD 15.58 million or 11.48 percent of the Company’s total sales of goods revenue of USD 135.6 million in the same period. Gross profit for same division in the fiscal year ended December 31, 2019 was USD2.3million or 11.1% of the Company’s total gross profit in sales of goods of USD 20.60 million in the same period.

~~Because our agricultural products are commodities, we are not able to predict with certainty what price we will receive for our products~~1.2 ~~Additionally,~~Cattle ~~the~~farms ~~growth~~(MEIJI) ~~cycle~~& of such products in many instances dictates when such products must be marketed to achieve the maximum profitability. Excessive supplies tend to cause severe price competition and lower prices throughout the industry affected. Conversely, shortages may drive the prices higher. Shortages often result from adverse growing conditions which can reduce the availability of the agricultural products affected. Since multiple variables can affect supply and demand, we cannot accurately predict or control from year to year what prices, either favorable or unfavorable, it will receive from the market.(JHMC)

~~In addition, general public perceptions~~From ~~regarding~~1st ~~the quality~~October 2019, ~~safety~~MEIJI orleased ~~health~~its ~~risks~~Cattle ~~associated~~farms’ ~~with~~operation ~~particular~~to ~~food products could reduce demand and prices for some of our products~~Mr. Fan ToXin June (the ~~extent~~head that consumer preferences evolve away from products that we produce for health or other reasons, and we are unable to modify our products or to develop products that satisfy new consumer preferences, there will be a decreased demand for our products. However, even if market prices are unfavorable, some of ~~our agricultural products which are ready to be, or have been, harvested must be brought to market promptly. A decrease in~~ the ~~selling~~existing ~~price received for our products due to the~~management ~~factors~~team) ~~described~~as ~~above~~such ~~could~~MEIJI’s ~~have~~revenues aare ~~material~~derived ~~adverse~~from ~~effect~~leasing oncontracts ~~our business, results of operations and financial condition~~thereon.

-So from 291st October 2021, there is no more sales revenue generated from MEIJI but leasing and contracting revenue of $1,984,784 representing 20% of the group total revenue of 9,892,398.00 and gross profit of $819,416.00 compares to the group’s total gross profit of -132,061.87 for fiscal year ended 31.12.2020: whereas revenue for fiscal year ended December 31, 2019 was $36.19 million, or 26.69%, of the Company’s total sales of goods revenue of USD 135.60million in the same period. Gross profit for the Cattle Farm (MEIJI) division for the 12 months ended December 31, 2019 was $6.9 million, or 33.5% percent of the Company’s total gross profit on sales of goods of $20.60 million in the same period.

We1.3 ~~could~~Plantation ~~realize~~of ~~losses and suffer liquidity problems due to declines in sales prices for our agriculture products.~~(JHST)

~~Sales~~From ~~prices~~1st ~~for agricultural products are difficult to predict. It is possible that sales prices for our products will decline in the future~~October 2019, ~~and~~JHST ~~sales~~leased ~~prices~~its ~~for~~Cattle ~~other agricultural~~farms’ ~~products may also decline. In recent years, there has been increasing consolidation among food retailers, wholesalers~~operation ~~and~~to ~~distributors~~Mr. Fan AXin ~~significant~~June (the ~~portion~~head of ~~our costs is fixed, so that fluctuations in~~ the ~~sales~~existing ~~prices~~management ~~have~~team) anas ~~immediate~~such ~~impact on~~MEIJI’s ~~our~~revenues ~~profitability.~~are ~~Our~~derived ~~profitability~~from isleasing ~~also affected by our production costs, which may increase due to factors beyond our~~contracts ~~control~~thereon.

WeSo from ~~are~~1st ~~subject~~October 2021, there is no more sales revenue generated from JHST but leasing and contracting revenue of $2,452,426.00 representing 24.78% of the group total revenue of 9,892,398.00 and gross profit of $528,110.00 compares to the ~~risk~~group’s total gross profit of ~~product~~-132,061.87 for fiscal year ended 31.12.2020: whereas revenue for 12 months ended December 31, 2019 was $4.59 million ~~contamination~~or ~~and~~22.28% ~~product~~of ~~liability~~the ~~claims~~Company’s total sales of goods revenue of $135.6 million in the same period. Gross profit for the plantation division for the 12 months ended December 31, 2019 was $0.88 million, or 4.27% percent of the Company’s total gross profit for sales of goods of $20.60 million in the same period.

The sales of our products may involve the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, or residues introduced during the growing, packing, storage, handling or transportation phases. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies, we cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand image. We do not maintain product liability insurance.49

We1.4 ~~may~~Marketing ~~not~~& beTrading ~~successful~~operation ~~in the implementation~~ of ~~our~~The ~~new~~Corporate ~~technologies and new products, and our new products may not be widely accepted.~~Sector

~~Our~~There was ~~new~~no ~~technologies~~sales ~~such~~revenues asgenerated ~~our~~due ~~drip~~to ~~irrigation system~~the ~~for~~adversity ~~precision~~induced ~~agriculture~~from or the ~~introduction,~~Pandemic ~~testing~~of ~~and~~COVID-19 ~~promotion~~in offiscal ~~new~~year ~~agricultural~~2020 ~~varieties,~~incurring ~~must~~a beloss ~~able~~of ~~to adapt~~$88,639,486 tofor ~~local~~fiscal ~~conditions.~~year ~~The~~ended ~~term~~31.12.2020 ~~“drip~~whereas ~~irrigation”~~sales ~~refers~~revenue tofor a12 ~~system~~months ~~whereby~~ended ~~the~~December 31, ~~exact~~2019 ~~amount~~was of$66.23 ~~water~~million isor ~~supplied~~48.8% toof the ~~plants~~Company’s ~~roots~~total atsales ~~the~~of ~~correct~~goods ~~moment.~~revenue Onof ~~the~~$135.6 ~~one~~million ~~hand,~~in ~~there exists~~ the ~~failure~~same ~~risk~~period. ~~due~~Gross toprofit ~~not~~for ~~being~~the ~~suitable~~plantation division for the ~~local~~12 ~~environment~~months ~~and~~ended ~~market~~December 31, ~~conditions;~~2019was on7.36 ~~the other hand~~million, ~~there~~or ~~are~~35.72% ~~risks~~ of ~~loss~~the ofCompany’s ~~competitive~~total ~~advantages~~gross ~~due~~profit tofor ~~the~~sales ~~rising~~ of ~~producing~~goods ~~similar~~$20.60 million ~~products~~in ~~enterprises and other enterprises that follow to produce~~ the ~~similar~~same ~~products~~period.

We1.5 ~~are~~Project aDevelopment ~~holding company whose subsidiaries are given certain degree~~ of ~~independence and our failure to integrate our subsidiaries may adversely affect our financial condition.~~(CA)

~~According~~The ~~to the specific characteristics~~project ofdevelopments ~~agricultural~~(or ~~production~~Technology inengineering ~~China,~~consulting ~~we have given our subsidiary companies~~ and ~~their~~services) ~~farms~~works aare ~~certain~~carried ~~degree~~out ofby ~~independency~~CA ~~in decision-making. On one hand, this independency increases the sense of ownership at all levels,~~ on ~~the~~aquaculture ~~other~~related ~~hand~~projects ~~it has also increased~~and ~~the~~by ~~difficulty~~SIAF ~~of the integration of operation~~ and ~~management,~~MEIJI ~~which~~on ~~has~~non-aquaculture ~~resulted in increased difficulty of management integration. In the event we are not able to successfully manage our subsidiaries this will result in operating difficulties~~ and ~~have~~agriculture ~~a negative impact on our business.~~projects:

~~One~~There orwas no ~~more~~sales ~~distributors~~revenues ~~could~~generated ~~engage~~ due to the adversity induced from the Pandemic of COVID-19 in ~~activities~~fiscal ~~that~~year ~~harm~~2020 ~~our~~incurring ~~brand~~a loss of $46,246,083.00 for fiscal year ended 31.12.2020 whereas project development revenue for the12 months ended December 31 2019 was $1.72 million or 1.26% of the Company’s total revenue of $135.06 million and ~~our~~gross ~~business~~profit for project development for the same period was $0.13 million or 0.6% of the Company’s total gross profit of $20.6 million

Our products are sold primarily through distributors, who are responsible for ensuring that our products have the appropriate licenses to be sold to farmers in their provinces, and are stored at the correct temperature to ensure freshness and meet shelf life terms1.6 IfThe ~~distributors~~unconsolidated doInvestment ~~not~~incomes obtain the appropriate licenses, their sales of our products in those provinces may be illegal, and we may be subject to government sanctions, including confiscation of illegal revenues and a fine of between two and three times the amount of such illegal revenues. Unlicensed sales in a province may also cause a delay for our other distributors in receiving a license from the authorities for their provinces, which could further adversely impact our sales. In addition, distributors may sell our products under another brand licensed in a particular province if our product is not licensed there. If our products are sold under another brand, the purchasers will not be aware of our brand name, and we will be unable to cross-market other seed varieties or other products as effectively to these purchasers. Moreover, our ability to provide appropriate customer service to these purchasers will be negatively affected, and we may be unable to develop our local knowledge of the needs of these purchasers and their environment. Furthermore, if any of our distributors sell inferior seeds produced by other companies under our brand name, our brand and reputation could be harmed, which could make marketing of our branded seeds more difficult. As of the date of this Annual Report, we are not aware of the occurrence of any of the potential violations by our distributors described above.investees

The ~~PRC~~Company ~~agricultural~~presently ~~market~~has isinvestments ~~highly competitive~~in ~~and~~two ~~our~~associates that ~~growth~~their ~~and~~financials ~~results~~are ofnot ~~operations~~being ~~may~~consolidated beinto ~~adversely~~the ~~affected~~Company’s ifconsolidated ~~we are unable to compete effectively.~~financials;

~~The agricultural market in China is highly fragmented, largely regional and highly competitive, and we expect competition to increase and intensify within the sector~~a. ~~We face~~Investment ~~significant competition~~ in our lines of business. Many of our competitors have greater financial, research and development and other resources than we have. Competition may also develop from consolidation within our industry in China or the privatization of producers that are currently operated by local governments in China. Our competitors may be better positioned to take advantage of industry consolidation and acquisition opportunities than we are. The reform and restructuring of state-owned equity in enterprises involved primarily in producing sectors will likely lead to the reallocation of market share in the agriculture industry, and our competitors may increase their market share by participating in the restructuring of state-owned agriculture companies. Such privatization would likely result in increased numbers of market participants with more efficient and commercially viable business models. As competition intensifies, our margins may be compressed by more competitive pricing and we may lose our market share and experience a reduction in our revenues and profit.SJAP

-From 1st 30October 2021, -there is no more sales revenue generated from SJAP but from investment of an investee of the Company, as such in 2020 our earning in investment in SJAP is $ 88,112.00 for fiscal year ended 31.12.2020; whereas Revenue for fiscal year ended December 31, 2019 was USD 11.29 million or 8.3 percent of the Company’s total sales of goods revenue of USD 135.60 million in the same period. Gross profit for same division in the fiscal year ended December 31,2019 was at USD3.02 million, or 14.66% of the Company’s total gross profit in sales of goods of USD 20.60 million in the same period.

~~We may not possess all of the licenses required to operate our business, or we may fail to maintain the licenses we currently hold~~b. ~~This~~Investment ~~could~~in ~~subject us to fines and other penalties, which could materially adversely affect our results of operations.~~Tri-way

WeFrom ~~are~~1st ~~required~~October 2016 tothe ~~hold a variety~~ carve-off of ~~permits and~~Tri-way ~~licenses~~mentioned ~~to conduct business~~ in ~~China.~~earlier We10Ks ~~may~~and ~~not~~10Qs ~~possess~~reports ~~all~~that of the ~~permits~~Company ~~and~~is ~~licenses~~holding ~~required for each of our business segments~~36.6 In% ~~addition,~~equity ~~the~~interest ~~approvals,~~in ~~permits or licenses required by governmental agencies may change without substantial advance notice, and we could fail to obtain the approvals, permits or licenses required to expand our business~~Tri-way. IfOur weshare ~~fail~~of ~~to obtain or~~losses toon ~~maintain such permits or licenses, or if renewals are granted with onerous conditions, we could be subject to fines and other penalties and be limited in~~ the ~~number~~investment ~~or the quality~~ of ~~the~~Tri-way ~~products~~is ~~that we could offer. As a result~~$28, ~~our business~~277,658.00 ~~results~~for ~~of operations~~fiscal ~~and~~year ~~financial~~ended ~~condition could be materially and adversely affected~~31.12.2020.

~~Risks Related to Doing Business in China~~50

~~Under PRC law, we are required to~~A ~~obtain~~summary ~~and~~of ~~retain~~each ~~permits and~~ business ~~licenses,~~division and ~~our~~operations ~~failure~~is todescribed ~~do so would adversely impact our ability to conduct business in China.~~below:

WeBusinesses hold various permits, business licenses, and approvals authorizing our operations and activities, which are subject to periodic review and reassessment by the Chinese authorities. Standards of compliance necessary to pass such reviews change from time to time and differ from jurisdiction to jurisdiction, leading to a degree of uncertainty. If renewals, or new permits, business licenses or approvals required in connection with existing or new facilities or activities, are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, we may not be able to continue to operate our facilities which would have a material adverse effect on our operations. If new standards are applied to renewals or new applications, it could prove costly for us to meet these new standards.Division:

~~The~~¨ ~~PRC~~Fishery ~~economic~~Division ~~cycle~~refers ~~may~~to ~~negatively impact~~the ~~our~~operations ~~operating~~of ~~results~~Capital Award Inc. (“Capital Award” or “CA”) covering its engineering, technology and consulting service management of fishery farms, technology transfers and seafood sales and marketing, where;

WeCapital ~~believe~~Award ~~that~~generates ~~the~~revenues ~~rapid growth of the~~from ~~PRC~~providing ~~economy~~engineering ~~before~~consulting ~~2008~~services ~~generally~~as ~~led~~turnkey tocontractors ~~higher levels of inflation. We believe that the PRC economy has more recently experienced a decrease in its growth rate. We believe that a number of factors have contributed~~ to ~~this~~owners ~~deceleration,~~and ~~including~~developers ~~appreciation~~ of ~~the~~fishery ~~RMB,~~projects ~~the~~that ~~currency~~are ofbeing ~~China, which has adversely affected China’s exports. In addition, we believe the deceleration~~designed ~~has been exacerbated by the recent global crisis in the financial services~~ and ~~credit~~engineered ~~markets,~~into ~~which~~turnkey ~~has~~contracts ~~resulted~~by inCapital ~~significant volatility~~Award ~~and dislocation~~ in the global capital markets. It is uncertain how long the global crisis in the financial services and credit markets will continue and the significance of the adverse impact it may have on the global economy in general or the Chinese economy in particular. Slowing economic growth in China ~~could~~using ~~result~~its inA ~~weakening~~Power ~~growth~~Module ~~and~~Technology ~~demand~~Systems ~~for our products, which~~(“APM”) ~~could~~as reduce our revenues and income. In the event of a recovery in the PRC, renewed high growth levels may again lead to inflation. The government’s attempts to control inflation may adversely affect the business climate and growth of private enterprise. In addition, our profitability may be adversely affected if prices for our products rise at a rate that is insufficient to compensate for the rise in inflation.follows:

~~Currency~~(A). Engineering ~~fluctuations~~and Technology Services; via Consulting and ~~restrictions~~Service Contracts (“CSC’s”) for the development, onconstruction, ~~currency~~and ~~exchange~~supply ~~may~~of ~~adversely~~plant ~~affect~~and ~~our~~equipment, and management of fishery (and prawn or shrimp) farms and related business operations. From January 2020 up to the date of this annual report CA has not been able to do any fishery project or fishery project development due to the effects of the Pandemic COVID-19 as such, ~~including~~there ~~limiting~~was ~~our~~no ~~ability~~revenue generated from January 2020 to ~~convert~~May 31st 2021. ~~Chinese~~However, ~~Renminbi~~the Company and CA have been exploring other possible business opportunities during the period and SIAF became the joint venture partner of the China Africa Joint Chamber of Commerce and Industries (~~RMB~~CAJCCI) ~~into~~which ~~foreign~~is a non-profit organization established in ~~currencies~~November 2016 by the China and, ifAfrica Governments to plan and to implement agriculture projects and related developments in Africa through development fund of US$60 Billion every three years provided by and granted by the ~~RMB~~China ~~were~~Government to ~~decline~~Africa Nations in Agriculture industry projects and developments etc. In March 2021, development project papers in (i). Development of Trading of exporting dried cassavas to China and exporting of plant and equipment from China to Madagascar and developments of cassavas plantations and related value added processing and drying of cassavas on 100,000 ~~reducing~~acres ~~our~~of ~~revenue~~land in UMadagascar and (ii).S. ~~dollar~~Development ~~terms~~of goat farms and related value added processing in Madagascar were submitted to CAJCCI and Government of Madagascar; by early May 2021, both CAJCCI and the Government of Madagascar gave consents to both projects such that we have obtained official invitation to go to Madagascar to initiate the Projects subjecting to the Pandemic COVID-19 situation and conditions will be improved and controlled, we shall have our team members (including various professionals and professionals from CAJCCI) to assist our current Madagascar management teams of two members in Madagascar to start up the Projects.

~~The exchange rate of the RMB is currently~~(B). ~~managed~~Seafood bySales ~~the~~from ~~Chinese government. On July 21, 2005, the People~~CA’s ~~Bank~~projected offarms; ~~China,~~became ~~with~~a ~~the~~discontinued ~~authorization~~segment of ~~the~~operations ~~State Council~~from ~~of the PRC~~October 5, ~~announced~~2016 ~~that~~when ~~the RMB exchange rate would no longer be pegged to the U.S. Dollar and would float based on~~Tri-way ~~market~~was ~~supply~~disposed ~~and demand with reference~~ to aother ~~basket~~third ofparties ~~currencies.~~in ~~According~~term toTri-way ~~public~~was ~~reports,~~reclassified ~~the~~as ~~governor~~an ofunconsolidated ~~the~~equity ~~People’s Bank~~investee ~~has~~on ~~stated~~same ~~that the basket is composed mainly of the U~~date.S. Dollar, the European Union Euro, the Japanese Yen and the South Korean Won. Also considered, but playing smaller roles, are the currencies of Singapore, the United Kingdom, Malaysia, Russia, Australia, Canada and Thailand. The weight of each currency within the basket has not been announced.

The initial adjustment of the RMB exchange rate was an approximate 2% revaluation from an exchange rate of 8.28 RMB per U.S. Dollar to 8.11 RMB per U.S. Dollar. The People’s Bank announced that the daily trading price of the U.S. Dollar against the RMB in the inter-bank foreign exchange market would float within a band of 0.3% around the central parity published by the People’s Bank, while trading prices of non-U.S. Dollar currencies against the RMB would be allowed to move within a certain band announced by the People’s Bank. The People’s Bank has stated that it will make adjustments of the RMB exchange rate band when necessary according to market developments as well as the economic and financial situation. In a later announcement published on May 18, 2007, the band was extended to 0.5%. Since July 2008, the RMB has traded at 6.83 RMB per U.S. Dollar. Recent reports indicate an upward revaluation in the value of the RMB against the U.S. Dollar may be allowed. The People’s Bank announced on June 19, 2010 its intention to allow the RMB to move more freely against the basket of currencies, which increases the possibility of sharp fluctuations in the value of the RMB in the near future and thus the unpredictability associated with the RMB exchange rate.51

~~However~~l Corporate & Others Division refers to the ~~RMB~~trading segment of business operations of the Group named internally under corporate division of Sino Agro Food, Inc., including import/export business and consulting and service operations provided to projects that are not included in ~~2018~~the above categories, and not limited to corporate affairs. Over the years up until end of fiscal year 2019 the corporate division imported mainly live seafood from South Africa countries, Vietnam, Thailand, Russian and other nearby countries and frozen beef from Australia and South America countries; however it is ~~very~~due ~~sensitive~~ to the interruptions and ~~influenced~~adverse impacts caused by ~~its~~the Pandemic COVID-19 made it impossible and unprofitable to continue the imports of live seafood, and the poor political ~~situation~~relationship between China and Australia in 2020 induced high risks on the imports of Australian beef. The Corporate’s trading division based on standalone figures ended up with a loss of over $1.6 million as at 31.12 2020. However, over the years the Company has built up a strong base of connections and customers in China that provides an unique opportunity to the Company to develop an additional Trading Platform aiming to generate additional revenues, profits and most importantly positive cash flows, so from July 2020 onward, the corporate division started to explore the opportunities of importing some of the China markets’ niche products and managed to start to import from March 2021, frozen chicken (that China imports millions of metric tons annually) and pork products (that China has been in shortage since the pandemic of European Swine Diseases occurred in 2018 disrupted the domestic supply of pork estimated until year 2026), from Brazil, USA, ~~illustrated~~Argentina and other South America countries and (ii). Dried agriculture products (i.e. Dried Cassavas that has vast industrial and consumable food processing applications, that China has an annual short fall of over 4 million MT; peanuts, cashew-nuts, Soybeans that China imports multiples of millions of MT annually, etc.) from South Africa Countries (i.e. Madagascar, Ghana, Nigeria and Cote D’lovire etc.) and Brazil. Although in so far the Company achieved minimal financial impacts, (please refer to a standalone Q1 2021 income statement of the Trading division attached in the later Chapter named Subsequent events). During months of venturing into this trading activity, we experienced many teething problems and obstacles especially with the supplies of the said commodities affected mainly by ~~its~~the ~~multiple~~said Pandemic situations causing much stringent and constant changes of importation regulations requiring much tougher importation and cargoes release conditions and procedures, précised timely and orderly documentary presentation with the China custom authority and extremely tight controls domestically disorientated all arrangements with domestic cold storages and logistic operations etc. resulting in ~~depreciation~~inconstancy of the supplies and ~~appreciation~~untimely ~~against~~ deliveries etc. Disregarding all of these difficult consequences and hardship, the ~~US$~~Company ~~during~~feels that persistence, tolerance and with time, the ~~past~~trading division will prevailed leading the Company into a positive cash rich path targeting encourage performances to show starting from the early quarter 1 of fiscal year 2022. ’

~~Despite~~Leasing this change in its exchange rate regime, the Chinese government continues to manage the valuation of the RMB. The value of our common stock will be indirectly affected by the foreign exchange rate between the U.S. dollar and ~~the~~subcontracting ~~RMB. Appreciation or depreciation in the value~~ of ~~the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of~~ operations.:

Over the years, there has been significant capital expenditures (CPE) and working capital (WC) required for and employed on the developments, expansion and operations of the minor operational activities that we managed to fund while our two core businesses (in the Cattle and beef of SJAP and the Fishery of CA) were generating sufficient cash flows and incomes, however after the collapse of the SJAP’s business from 2016 and the poor performances of the Mega farms from 2017 (“Crises”) for reasons mentioned in the earlier chapters and the previous Ks and Qs reports, the Company is no longer in the position to support and to finance the growth of these minor operational businesses in the way as they were before the Crises, therefore in order that capital spending could be kept within an affordable level, the Company decided to lease and sub-contract the 31following operations to their respective operational managements from 1st October 2019 as such there are no sales revenue and income derived from these operations but leasing and sub-contracting revenues and incomes thereon.

The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss, which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.52

~~Very~~l ~~limited~~The ~~hedging~~operation ~~transactions~~of ~~are~~Hunan ~~available~~ Shenghua A Power Agriculture Co. Ltd. (“HSA”) is in ~~China~~manufacturing and sales of organic fertilizer. From 1st October 2019 the Company contracted out its manufacturing and sales of organic fertilizer to ~~reduce~~its ~~our~~operational ~~exposure~~management; as such income of HSA is derived mainly from said management contract. Historically, HSA was developed to ~~exchange~~enhance ~~rate~~more ~~fluctuations~~sales and profits of SJAP’s fertilizer due to the availability of a direct cargo train service between Xining and Hunan having a station within close proximity to HSA’s operation site and Hunan is a strong agricultural province producing big quantity of rice, tobaccos, tea and multiple varieties of produces that requires large quantity of fertilizer (especially in organic fertilizer due to the Government’s direction to phase out the application of chemical fertilizer in China). ToDuring ~~date~~the period of developing HSA’s business it was discovered that Hunan is big in aquaculture having many and large areas in natural fresh water lakes where aquaculture of fresh water fish is a dominated industry, weas ~~have~~such HSA developed a water soluble fertilizer specially applied for and by the lake fishery farms to provide nutrients to the water plants and micro-organism for the sea animals etc. Although it was an excellent product but aging receivables were always a big problems to HSA with the fishery operators, the constant up-keeps and replacements of new production plants & equipment and the forever requirement of expending working areas and buildings to keep up with the productivity and the long (i.e. over 60 days) period of fermentation of raw materials required huge capital funds (both in CPE and WC) that the Company was not ~~entered~~able ~~into~~to ~~any~~supply ~~hedging~~consistently ~~transactions~~and that was why HSA hasn’t reached its ultimate potential of becoming a multiple millions of MT per year producer. ~~While we~~However ~~may~~HSA ~~enter~~has a block of leased hilly land of 450 Chinese Mu, in which HSA developed 50 Mu originally for a cattle station that was changed into ~~hedging~~a ~~transactions~~piggery (with the capacity to hold 4,000 pigs at a time and producing 10,000 heads of pigs per year) in 2017 after the ~~future~~collapse of the local cattle industry. It was necessary to cut half of the hill in the said 50 Mu to get enough land leveled to build the said piggery, then it was discovered that the ~~availability~~450 Mu land consisting many fine sand hills. From 2018 onward the China Government stopped most of the sand mining operations in the country so all of a sudden fine construction sand became a valuable commodity with 2019’s averaged prices (of RMB245 / cubic meter or m3) jumped more than 12 times of 2017’s averaged prices. As such HSA is sitting on a block of valuable property. But sand mining is restricted by the China Government Regulation so it is impossible to obtain any sand mining permits. By September of 2020 the Company strategically designed a business plan for HSA to expand its piggery to produce 200,000 head of pigs per annual using and ~~effectiveness~~developing the whole of ~~these~~said ~~transactions~~450 ~~may~~Mu that will be ~~limited~~financed ultimately by the fine sand recovered from said development’s leveling activities. In this aspect, the related Project’s business plan (including all feasibility, viability and weenvironmental ~~may~~studies) ~~not~~have bebeen ~~able~~prepared with approaches and dialogues have been made with a number of China owned entities aiming to ~~successfully~~attract ~~hedge~~enough ~~our~~investors ~~exposure~~to finance the Project as soon as possible. InAlthough ~~addition~~currently the Pandemic effects hinder many businesses’ decisions making it difficult to predict any tangible schedule for this Hunan Project, however, our ~~foreign~~management ~~currency~~team ~~exchange~~members ~~losses~~are ~~may~~working bediligently ~~magnified~~on ~~by PRC~~it ~~exchange~~hoping ~~control~~that ~~regulations~~soon ~~that~~a ~~restrict~~clearer ~~our~~road ~~ability~~will be opened to ~~convert~~allow ~~RMB~~them ~~into~~to ~~foreign~~pick ~~currencies~~up momentum on the Project.

~~Uncertainties with respect to the PRC legal system could adversely affect us and we may have limited legal recourse under PRC law if disputes arise under our contracts with third parties.~~53

~~Since~~l ~~1979,~~Plantation weDivision ~~believe~~refers ~~PRC~~to ~~legislation~~ the operations of Jiangmen City Heng Sheng Tai Agriculture Development Co. Ltd. (“JHST”) in the HU Plantation business where dragon fruit flowers (dried and ~~regulations~~fresh), ~~have~~crops ~~significantly~~of ~~enhanced~~vegetables ~~protections~~and ~~afforded~~immortal vegetables (dried) are sold to ~~various~~wholesale ~~forms~~and retail markets. JHST’s financial statements are consolidated into the financial statements of ~~foreign~~Macau ~~investments~~EIJI inCompany ~~China~~Ltd. ~~However,~~(“MEIJI”) ~~China has~~as ~~not~~one ~~developed~~entity. aFrom ~~fully~~1st ~~integrated~~October ~~legal~~2019 ~~system~~the ~~and~~Company ~~recently~~contracted ~~enacted~~out ~~laws~~its ~~and~~plantation ~~regulations~~operation ~~may~~to ~~not~~its ~~sufficiently~~operational ~~cover~~management; ~~all~~as ~~aspects~~ such income of ~~economic~~JHST ~~activities~~is inderived ~~China~~mainly from said management contract. InOver ~~particular~~the years, ~~because~~the ~~these~~Company ~~laws~~has ~~and~~tried ~~regulations~~many ~~are~~means ~~relatively~~to ~~new~~increase the performances of the plantation (of 1,250 Chinese Mu) but failed due mainly to the ~~interpretation~~plantation ~~and~~is ~~enforcement~~ situated in an area subjecting to heavy rainfalls yearly that induced root diseases to the dragon fruit plants stopping the yield of ~~these~~flowers. ~~laws~~1,250 ~~and~~Mu ~~regulations~~plantation ~~involve~~is ~~uncertainties~~too small for growing of other selective fruit plants except for the growing of cash crops (i.e. Inseasonal ~~addition~~vegetables etc.), ~~the~~however ~~PRC~~growing ~~legal~~of ~~system~~cash crops is ~~based~~labor inintensive, ~~part~~so onwith ~~government~~the ~~policies~~ forever increases of labor and ~~internal~~operation ~~rules (some~~costs in China and the seasonal unpredictable sales prices of ~~which~~cash ~~are~~crops, ~~not~~managements ~~published~~of onthe Company has yet to find a ~~timely~~suitable ~~basis~~solution orfor atJHST ~~all)~~but ~~that~~keep ~~may~~on ~~have~~trying hoping that eventually a ~~retroactive~~perfect ~~effect~~solution will surface to revitalize JHST. AsIn ~~a result,~~the ~~sometimes~~meantime weleasing ~~may~~and ~~not~~contracting beJHST ~~aware~~‘s ofoperation ~~our~~to ~~violation~~its ofexisting ~~these~~operational ~~policies~~management will limit the Company’s financing exposure in both CPE and ~~rules until~~WC ~~sometime~~requirements ~~after~~from ~~violation~~JHST.

~~The~~l ~~Chinese~~Cattle ~~government~~Farm ~~has~~Division ~~enacted~~refers ~~laws and~~to ~~regulations~~the ~~dealing~~operations ~~with~~of ~~matters~~Cattle ~~such~~Farm as1 ~~corporate~~under ~~organization~~Jiangmen ~~and~~City ~~governance,~~Hang ~~foreign~~Mei ~~investment,~~Cattle ~~commerce,~~Farm ~~taxation~~Development Co. Ltd (“JHMC”) where cattle are sold live to third party livestock wholesalers who sell them mainly to Guangzhou and ~~trade~~ Beijing livestock wholesale markets. ~~However,~~The ~~their~~financial ~~experience~~statements of JHMC are consolidated into MEIJI as one entity along with MEIJI’s operation in ~~implementing,~~the ~~interpreting~~consulting and ~~enforcing~~service ~~these~~for ~~laws~~development ~~and~~of ~~regulations~~other iscattle ~~limited~~farms (e.g., ~~and~~Cattle ~~our~~Farm ~~ability to~~2) ~~enforce~~or ~~commercial~~related ~~claims~~projects. orFrom 1st October 2019 the Company contracted out its cattle operation to ~~resolve~~its ~~commercial~~operational ~~disputes~~management; isas ~~unpredictable~~such incomes of JHMC are derived mainly from said management contract. ~~The~~JHMC’s ~~resolution~~business ofstrategy ~~these~~in ~~matters~~2018 ~~may~~of bechanging ~~subject to~~into fattening of the ~~exercise~~Asian Yellow Cattle instead of ~~considerable~~the ~~discretion~~fattening byof ~~agencies~~conventional breed of ~~the~~cattle ~~Chinese~~(i.e. ~~government,~~Angus and ~~forces~~Simantals ~~unrelated~~etc.) proven to ~~the~~be ~~legal~~a ~~merits~~good ofstrategic ~~a particular~~change ~~matter~~increasing orrevenues ~~dispute~~and ~~may~~incomes ~~influence~~each ~~their~~year ~~determination~~ever since. ~~Any~~However ~~rights~~this wecattle ~~may~~operation ~~have~~is totoo ~~specific~~small ~~performance,~~(with. orCattle toFarm ~~seek~~1 anand ~~injunction under~~2 ~~PRC~~operate ~~law,~~on in500 ~~either~~Chinese ofMu) ~~these~~coupling ~~cases,~~with ~~are~~the ~~severely~~increasing ~~limited,~~of land and ~~without~~development acosts ~~means~~making ofit ~~recourse~~extremely bydifficult ~~virtue~~for of the ~~Chinese~~Company ~~legal system,~~to wefinance ~~may~~its beexpansion ~~unable~~plan toat ~~prevent~~the ~~these~~moment ~~situations~~as ~~from~~such ~~occurring.~~by ~~The~~leasing ~~occurrence~~and ofcontracting ~~any~~JHMC’s ~~such~~cattle ~~events~~operation ~~could~~to ~~have~~its existing operational management will provide the Company with a ~~material~~small ~~adverse effect~~but onsteady ~~our~~incomes ~~business,~~each year and will limit capital funding to JHMC until such time the Company is in a better financial ~~condition~~position ~~and~~to ~~results~~consider ofJHMC’s ~~operations~~expansion plan.

~~Under the PRC EIT Law, we may be classified as a “resident enterprise” of the PRC. Such classification could result in tax consequences to the Company or our non-PRC resident shareholders.~~54

OnInvestments March 16, 2007, the National People’s Congress approved and promulgated a new tax law, the PRC Enterprise Income Tax Law, or “EIT Law,” which took effect on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise; however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the short history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatment of a foreign company on a case-by-case basis.investees:

IfSJAP: Up until 1st October 2019, cattle and beef divisional operation of our partially owned subsidiary Qinghai Sanjiang A Power Agriculture Co., Ltd. (“SJAP”) in manufacturing and sales of organic fertilizer, bulk livestock feed, concentrated livestock feed, and the ~~PRC~~sales ~~tax~~of ~~authorities~~live ~~determine~~cattle inclusive of: (a) cattle that we are anot ~~“resident~~being ~~enterprise~~slaughtered in our own slaughter house operated by Qinghai Zhong He Meat Products Co., Limited (“QZH”) ~~for~~are ~~PRC~~sold ~~enterprise~~live ~~income~~to ~~tax~~third ~~purposes~~party livestock wholesalers, aand ~~number~~(b) cattle that are sold to QZH and slaughtered and deboned and packed by QZH; and the sales of ~~PRC~~meats ~~tax~~deboned ~~consequences~~and ~~could~~packed ~~follow.~~by QZH that are sold to ~~First~~various meat distributors, wewholesalers ~~could~~and besuper ~~subject~~market tochains ~~the~~and ~~enterprise~~our ~~income~~own ~~tax~~retail atbutcher stores. QZH is a ~~rate~~fully owned subsidiary of 25SJAP; as ~~percent~~such, onthe financial statements of these three companies (SJAP, QZH and HSA) are consolidated into our ~~worldwide~~wholly ~~taxable~~owned ~~income~~subsidiary, A Power Agro Agriculture Development (Macau) Limited (“APWAM”), as ~~well~~one entity. SJAP and QZH are both variable interest entities over which we exercise significant control. As of December 30, 2017, QZH was derecognized as ~~PRC~~variable interest entity and its operating ~~enterprise~~profit ~~income~~and/or ~~tax~~loss ~~reporting~~no ~~obligations~~longer accretive to the Company’s 41.25% ~~Second~~holding in SJAP, ~~under~~a variable interest entity. More details related to QZH’s discontinuance of operations is delineated throughout other sections of this report. In November 2015 the ~~EIT~~China ~~Law~~Government announced a Macro Economic Policy to allow the imports of cattle and beef from many developing and developed countries that impacted adversely and directly to its ~~implementing~~local ~~rules~~cattle and beef industry, ~~dividends~~all ~~paid~~of ~~between~~a ~~“qualified~~sudden the local cattle and ~~resident~~beef ~~enterprises”~~industry ~~are~~was ~~exempt~~transformed from ~~enterprise~~a ~~income tax.~~protected Asindustry to a ~~result~~non-protected industry, ifas wesuch ~~are~~SJAP ~~treated~~was ason a ~~PRC~~decline ~~“qualified~~financially since 2016 ~~resident~~that ~~enterprise~~took SJAP 3 full years to stop the bleeding capped the losses totaling to S$ 12 million as shown in SIAF’s 10K 31.12 2019 report. On September 30th 2019,” ~~all~~Mr. Solomon ~~dividends~~Lee ~~paid~~resigned as the Chairman of SJAP resulting in categorization of SJAP as an Investor in Associate from ~~our~~a ~~Chinese~~subsidiary ~~subsidiaries~~status, and SJAP contracted out its business operations to usits ~~would~~existing beoperational ~~exempt~~management, as ~~from~~such ~~PRC~~it ~~tax~~is not a variable interest entity and SJAP was reclassified as an unconsolidated equity investee and SJAP’s cattle and beef operation is discontinued on same date.

~~Finally,~~However in 2020 it is due to the ~~new~~adverse ~~“resident~~impacts ~~enterprise”~~of the COVID-19 Pandemic, SJAP again suffered badly with further losses of $1.28 million that ~~classification~~was ~~could~~saved ~~result~~by a Government Grant of $1.48 million netting profit of $200,000 for 2020. It is because SJAP became an investee of SIAF since 01102019 such that its 2020 financial is not detailed in SIAF’s 10K 2020 financial report but under Chapter of Subsequent events of SIAF’s 10K 2020 a ~~situation~~separated information memorandum attached showing SJAP’s 2020 Income Statements. Before the Pandemic COVID-19 events in ~~which~~2019, a ~~10%~~revitalization ~~PRC~~plan ~~tax~~was developed between the company SIAF, SJAP and the Xining Government aiming to rebuild, turn and reorganize SJAP into one of the biggest cattle and beef operating complexes of the Country. The business and development plan of the Project is ~~imposed~~summarized onas ~~dividends~~follows: we(i). ~~pay~~The local Government of Huangyuan district Xining (where SJAP’s core operations are located), agreed in principle to ~~our~~grant ~~non-PRC~~an ~~stockholders~~additional 450 Chinese Mu zoned commercial land to SJAP such that together with SJAP’s existing land bank of 415 Chinese Mu zoned commercial and industrial land amounting to a ~~are~~total ~~not~~of ~~PRC~~865 ~~tax~~Chinese ~~“resident~~Mu ~~enterprises”~~of land collectively for the said project’s developments, (ii). The Project is to develop multiple wholesaling and ~~gains~~retailing ~~derived~~centers byand ~~hem~~outlets, ~~from~~cold ~~transferring~~storages ~~our~~and ~~common~~warehouses ~~stock~~facilities, iflogistics ~~such~~and ~~income~~distribution and servicing isestablishments, ~~considered~~abattoirs ~~PRC~~and value added processing factories and facilities, e-~~sourced~~commerce ~~income~~centers byand ~~the~~other ~~relevant~~supporting ~~PRC~~community services ~~authorities~~etc. Into ~~such~~cater ~~event~~for 4 million heads of locally breed (long hair wild cattle) grown annually in the Huangyuan county and Xining Districts, we(iii). ~~may~~The Project is to be ~~required~~developed in multiple phases for completion in 5 years with cash flows and revenues to be ~~withhold~~generated from Phase (2) of the development starting from the beginning of year 3, and its equity structure is planned to be shared between the China Central and local Government owned entities, SJAP and a ~~10%~~number ~~PRC~~of ~~tax~~Public Companies listed on the China ~~any~~Stock ~~dividends~~Exchange, ~~paid~~(iv). Financing of the Project is planned to ~~non-PRC~~be ~~resident~~shared ~~stockholders~~between the possible future development grants and incentives provided by the Central and local Governments, the shareholders of the Project Company and SJAP’s assets and operations etc. and ~~Our~~the ~~non-PRC~~final ~~resident~~exit ~~stockholders~~plan ~~also~~is ~~may~~to belist ~~responsible~~SJAP ~~for~~in ~~paying~~the ~~PRC~~Main ~~tax~~Board of China Stock Exchange sometimes within the development period of 5 atyears. It is a ~~rate~~huge project creating many businesses opportunities for the up-stream and down-stream industries and associated activities, tens of ~~10%~~thousands onof ~~any~~employment ~~gain~~opportunities ~~realized~~and ~~from~~social ~~the~~impacts ~~sale~~etc., orinvolving ~~transfer~~multiple of ~~our~~tens ~~common~~of ~~stock~~billion dollars in capital ~~certain~~expenditure ~~circumstances~~and generating multiple of hundreds of billion dollars per year in various sales and servicing revenues and incomes etc. Weas ~~would~~such ~~not~~the drafting of its comprehensive business and related development plan is still in progress and on-going after it has been interrupted, ~~however~~changed, amended and reproduced a number of times due to the change of situations and conditions impacted and up-sets caused by the Pandemic COVID-19 and in reality there have anbeen ~~obligation~~a number of progresses making positive steps (i.e. most of the relevant government departments, investor, potential up-stream and down-stream participators, heads of many labor unions and society committees, potential construction contractors and core materials suppliers etc. of the Project were introduced to ~~withhold~~the Project ~~PRC~~and ~~tax~~consenting with ~~respect~~the Project’s overall aim and directions and their involvements in the Project, the allocation of Project land is progressing having constant dialogues between SJAP and the Government’s land department, progresses have been made with a number of banking channels, property sales and marketing advisors, progress on the study of environmental impacts and various related viability and feasibility studies etc. All concerned parties are hoping for the right economics conditions and timing to ~~such~~surface ~~gain~~after and when the said pandemic will be controlled to allow the Project to accelerate with good momentum.

~~- 32 -~~55

~~Moreover,~~TWL: Up ~~the~~until ~~SAT~~5th ~~released Circular Guoshuihan No.~~October ~~698~~2016, ~~(“Circular~~our ~~698”)~~divisional onfishery ~~December 15,~~production ~~2009~~and ~~that~~sales ~~reinforces~~operation ~~the~~was ~~taxation~~with ofour ~~non-listed~~fully ~~equity~~owned ~~transfers by~~subsidiary ~~non~~Tri-~~resident~~way Industries ~~enterprises~~Limited ~~through~~(TWL ~~overseas~~or ~~holding~~Tri-way, ~~vehicles.~~a ~~Circular~~private ~~698~~company ~~addresses~~incorporated ~~indirect~~in ~~share~~Hong ~~transfers~~Kong as) ~~well~~and asour ~~other issues.~~75% ~~Circular~~owned ~~698~~subsidiary isJiangman ~~retroactively~~Fishery ~~effective~~Development Co. ~~from January 1, 2008~~Ltd. ~~According to Circular 698~~(JFD, ~~where~~ a ~~foreigner~~limited ~~(non-PRC resident)~~liability ~~who~~company ~~indirectly~~incorporated ~~holds shares~~ in aChina) ~~PRC~~operating ~~resident~~one ~~enterprise~~indoor ~~through~~APM afarm ~~non-PRC~~in ~~offshore~~Enping ~~holding~~District, ~~company~~Enping ~~indirectly~~City. ~~transfers~~On 5th ~~equity~~October 2016 ~~interests~~we incarve aout ~~PRC~~Tri-way ~~resident~~that ~~enterprise~~became byan ~~selling~~unconsolidated ~~the~~investee ~~shares~~ of the ~~offshore~~Company ~~holding~~resulted ~~company,~~with ~~and~~ the ~~latter~~Company isowning ~~located~~36.6% equity interest in aTri-way ~~country~~derived orfrom ~~jurisdiction~~(i) 23.89% ~~where~~as ~~the~~a ~~effective~~result ~~tax~~of ~~burden~~retained isinterest ~~less~~in ~~than~~Tri-way, and (ii) 12.571% ~~percent~~acquired orin ~~where the offshore income of his, her,~~exchange orfor ~~its~~outstanding ~~residents~~debt isowed ~~not~~to ~~taxable,~~ the ~~foreign~~Company ~~investor~~at isthe ~~required~~time. toAn ~~provide~~independent ~~the~~appraisal ~~PRC~~was ~~tax~~obtained ~~authority~~to indetermine ~~charge~~fair ofvalue, ~~that~~and ~~PRC~~this ~~resident~~appraisal ~~enterprise~~resulted ~~with~~in ~~certain~~a ~~relevant~~one-time ~~information~~(deemed) ~~within~~gain ~~30 days~~ of ~~the~~USD ~~transfer~~56.9 ~~The~~million ~~tax authorities in charge will evaluate the offshore transaction~~ for ~~tax purposes~~SIAF. In ~~the~~reference ~~event~~to ~~that~~ the ~~tax~~press ~~authorities~~release ~~determine~~dated ~~that~~January 17, ~~such~~2017, ~~transfer is abusing forms of business organization~~wherein ~~and a reasonable commercial purpose for~~ the ~~offshore~~Company ~~holding~~had ~~company~~indicated ~~other~~that ~~than~~legal ~~the~~due ~~avoidance~~diligence ofhad ~~PRC~~been ~~income~~completed ~~tax~~in ~~liability~~relation isto ~~lacking,~~ the ~~PRC tax authorities will be able to re~~carve-~~assess~~out ~~the nature~~ of ~~the~~its ~~equity~~aquaculture ~~transfer~~operations, ~~under~~ the ~~doctrine of substance over form.~~ Aannouncement ~~reasonable~~that ~~commercial~~legal ~~purpose~~due ~~may~~diligence behad ~~established~~been ~~when~~performed ~~the~~had ~~overall~~been ~~international~~released ~~(including~~in ~~U.S.)~~conjunction ~~offshore structure is set up to comply~~ with ~~the~~what ~~requirements~~had ofbeen ~~supervising authorities of international (including U.S.) capital markets. If~~ the ~~SAT’s challenge~~main ~~of a transfer is successful~~announcement, ~~it may deny the existence of the offshore holding company that is used for tax planning~~which ~~purposes~~was ~~and~~SIAF ~~subject~~wishing ~~the~~to ~~seller~~convey to ~~PRC~~its ~~tax~~shareholders onthat ~~the~~JFD ~~capital~~had ~~gain~~been ~~from~~officially ~~such~~registered ~~transfer. Since Circular 698 has a relatively short history, there is uncertainty~~ as ~~to its application. We (or~~ a ~~foreign~~Wholly ~~investor)~~Foreign ~~may~~Owned ~~become~~Enterprise ~~at risk~~ of ~~being~~Tri-way, making ~~taxed~~it ~~under~~legally ~~Circular~~eligible ~~698~~for ~~and may~~SIAF beshareholders ~~required~~ to ~~expend~~now ~~valuable~~own ~~resources~~shares toof ~~comply~~Tri-way, ~~with~~directly. ~~Circular~~Many ~~698~~information orrelated to ~~establish~~Tri-way ~~that we~~ (orThe ~~such foreign investor) should~~unconsolidated ~~not~~investee beof ~~taxed~~the ~~under~~Company) ~~Circular~~were ~~698,~~reported ~~which~~and ~~could~~/ ~~have~~or arecapped ~~material~~in ~~adverse~~respective ~~effect~~10K ~~on our financial condition~~ and ~~results~~10Q ofsince ~~operations (or~~2016 ~~such~~onward ~~foreign~~to ~~investor’s~~this ~~investment~~2020 in10K ~~us)~~report.

IfSomehow, ~~any~~the extremely ~~such~~poor ~~PRC~~operational ~~taxes~~performances ~~apply~~of its Mega Farm (AFF 4 & 5) and its incomes in 2017 to 2019 were generated mainly from the operations of AFF 1, a2 ~~non~~, 3a & 3b and other sub-~~PRC resident~~contracted ~~stockholder~~farms. ~~may~~Coupling bethe ~~entitled~~said topoor aperformances ~~reduced~~of ~~rate~~the Mega farm, impacts of ~~PRC~~the ~~taxes~~COVID-19 ~~under~~Pandemic anof ~~applicable~~2020 ~~income~~caused ~~tax~~a ~~treaty~~complete write-off for AFF 1, 2,and~~/or~~ a3 ~~foreign~~as ~~tax credit~~well ~~against~~as ~~such~~to ~~stockholder~~Tri-way’s ~~domestic~~sub-contracted ~~income~~farms incurring ~~tax~~losses ~~liability~~over ~~(subject~~$77 million for the fiscal year of 2020 causing all farms to ~~applicable~~stop ~~conditions~~work for over 7 months without sufficient workers, feed, supplementary, medications, transportation and ~~limitations~~maintenances etc. to keep the live stocks going and they all died during the period calculating to multiple million pieces (equivalent to multiple of thousand metric tons). ~~Prospective~~It is estimated that it will cost over $80 million ~~investors~~in ~~are~~Capital ~~encouraged~~Expenditures and Working Capital and two years to ~~consult~~replace ~~with~~said ~~their~~live ~~own~~stocks ~~tax~~and ~~advisors~~to ~~regarding~~bring the ~~applicability~~fishery operation of ~~any~~the said Aqua-farms back to the revenue and income generated in fiscal year 2019. Currently Tri-way is in a very poor financial situation as such ~~taxes~~it is not practically possible for Tri-way to revitalize and to rebuild its operations in a hurry but to reduce its operations and to concentrate its efforts on rebuilding of brood stocks, the ~~effects~~production of ~~any~~fingerling and nursery stocks and repairing the damages etc. It is anticipating ~~applicable~~that ~~income~~under ~~tax~~current ~~treaties~~conditions, Tri-way will take a long period to recovery. However what had happened to Tri-way doesn’t mean the end of the road for Tri-way, because (i) China is the world biggest aquaculture producer and ~~any~~aqua-products ~~available~~consumers, ~~foreign~~therefore our APRAS technology and its in-door APM farms and ODRAS dams are the niche of the aquaculture industry of China and many other developing countries of the world, our aqua-farms have proven track records of performances and sustainable viability and the quality live seafood produced by our aqua-farms have already established market niches in the China markets etc. and (ii) ~~tax~~Tri-way ~~credits~~has been working closely with the Company on business plans since July 2020 based on improving revenues, profits and in turn cash flows strategically to lead Tri-way into its recovery path as soon as possible. Although it is difficult to materialize any prediction or plan under the current environment affected by the Pandemic COVID-19, however managements of Tri-way are trying relentlessly and continuously to overcome all obstacles encountered so far and beyond aiming to recover within the shortest time possible.

~~Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may materially adversely affect us.~~56

In October 2005, the SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents inside China, generally referred to as Circular 752. ~~The~~CONSOLIDATED ~~policy~~RESULTS ~~announced~~OF in this notice required PRC residents to register with the relevant SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Failure to comply with the requirements of Circular 75 and any of its internal implementing guidelines as applied by SAFE in accordance with Notice 106 may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.OPERATIONS

~~We requested our shareholders who are PRC residents to make the necessary applications, filings and amendments as required under Circular 75 and other related rules~~2. We1. ~~attempt to comply, and attempt to ensure that our shareholders who are subject to these rules~~Part ~~comply, with the relevant requirements~~A. ~~However,~~ weAudited ~~cannot~~Income ~~provide~~Statements any assurances that our shareholders who are PRC residents will comply with our request to make any applicable registrations, and nor can we provide any assurances that our shareholders who are PRC residents will be able to obtain such applicable registration or comply with other requirements required by Circular 75 or other related rules or that, if challenged by government agencies, the structure of ~~our~~Consolidated ~~organization~~Results ~~fully complies with all applicable registrations or approvals required by Circular 75. Moreover, because~~ of ~~uncertainty~~Operations ~~over~~for ~~how~~the ~~Circular~~fiscal 75year ~~will~~ended ~~be interpreted and implemented~~December 31, ~~and how or~~ ~~whether SAFE will apply it to us~~2020, wecompared ~~cannot predict how it will affect our business operations or future strategies. Failure by such PRC resident shareholders or future PRC resident shareholders~~ to ~~comply~~the ~~with~~fiscal ~~Circular~~year 75ended ~~or other related rules~~December 31, if SAFE requires it, could subject these PRC resident shareholders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends, or affect our ownership structure, which could adversely affect our business and prospects2019.

~~Adverse~~A ~~changes~~(1) Income inStatements political and economic policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and materially and adversely affect our competitive position.(audited)

Our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

	2020			2019
Revenue
- Sale of goods	$	-		$	133,879,067
-Leasing & contracting income		9,892,398			-
- Consulting and service income from development contracts		-			1,719,247
		9,892,398			135,598,314
Cost of goods sold					(113,401,961	)
Cost of Leasing & contracting		(2,324,751	)
Cost of services		0			(1,590,017	)

Gross profit		7,567,647			20,606,336
General and administrative expenses		-5,954,010			-13,451,761
Net income from operations		1,613,637			7,154,575
Other income (expenses)

Government grant		-			739,283
Sharee of income from unconsolidated equity investee		-28,189,546			7,537,498
Impairment losses		-104,492,817			-3,834,658
Other income					-
Non-operating expenses		-			-22,598,607
Interest expense		-			-403,668
Net income (expenses)		-132,682,363			-18,560,152

Net income before income taxes		-131,068,725			-11,405,577
Provision for income taxes

Net income		(131,068,725	)		(11,405,577	)
Less: Net (income) loss attributable to non - controlling interest		(992,462	)		1,063,310
Net income attributable to Sino Agro Food Inc. and subsidiaries		(132,061,187	)		(10,342,267	)
Other comprehensive income (loss) - Foreign currency translation gain (loss)		(435,121	)		3,416,381
Comprehensive income		(132,496,308	)		(6,925,886	)
Less: Other comprehensive (income) loss attributable to non - controlling interest		159,934			915,590
Comprehensive income attributable to the Sino Agro Food, Inc. and subsidiaries		(132,336,374	)	$	(6,010,296	)

Earnings per share attributable to the Sino Agro Food, Inc. and subsidiaries common stockholders:
Basic		(2.24	)	$	(0.21	)
Diluted		(2.24	)	$	(0.21	)

Weighted average number of shares outstanding:

Basic		58,951,700			49,963,607
Diluted		58,951,700			49,963,607

~~· the amount of government involvement;~~57

·FY2020 based ~~the~~on ~~level~~results ofas ~~development;~~illustrated in Table A(1), above:

·In 2019 the ~~growth~~Company’s ~~rate;~~revenues were generated from (A) Sale of Goods and (B) Consulting and Services provided in project and business developments covering technology transfers, engineering, construction, supervision, training, management and technology licensing fees etc. whereas in 2020 the Company’s revenues were derived from Leasing and Contracting contracts without any sales revenue shown in below table.

·Table (A.2). below reflects segmental break-down figures of Sales of Goods Sold, Cost of Goods Sold, and related Gross Profit for the ~~control~~twelve months ended December 31, 2019 and of ~~foreign~~the ~~exchange;~~revenues, cost and related gross profit of the Leasing and Contracting for the twelve months ended December 31, 2020.

~~· the allocation of resources.~~58

- 33 -

In US$		Leasing and contracting		Sales of goods sold		Cost of Leasing and Contracting		Cost of goods sold		Gross profit of Leasing & Contracting		Sales of Goods' Gross profit
		2020		2019		2020		2019		2020		2019
SJAP	Sales of live cattle		Discontinued operation		3,752,843		Discontinued operation		3,527,690		Discontinued operation		225,153
	Sales of feed stock												-
	Bulk Livestock feed				746,232				333,275				412,957
	Concentrate livestock feed				4,864,755				2,713,600				2,151,155
	Sales of fertilizer				1,922,323				1,688,240				234,083
	SJAP Total				11,286,153				8,262,804				3,023,349
HSA	Sales of Organic fertilizer		-		2,597,088				2,154,282				442,806
	Sales of Organic Mixed Fertilizer		-		4,746,144				2,854,337				1,891,807
	Sales of Raw material		-		6,986,988				8,262,841				-1,275,853
	Leasing income		5,455,188		1,253,823		-		-		5,455,188		1,253,823
	HSA Total		5,455,188		15,584,043		-		13,271,460		5,455,188		2,312,583
	SJAP's& HSA/Organic fertilizer total		5,455,188		26,870,196		-		21,534,264		5,455,188		5,335,932
JHST	Rental income		-		615,784		-		439,747		-		176,037
	Sales of Raw material		-		1,135,371		-		1,135,371		-		-
	Sales of Dried HU Flowers		-		-		-		-		-		-
	Sales of Dried Immortal vegetables		-		101,892		-		87,336		-		14,556
	Sales of Vegetable products		-		2,732,556		-		2,055,771		-		676,785
	Leasing income		2,452,426		-		1,751,341		-		701,085		-
	JHST/Plantation Total		2,452,426		4,585,603		1,751,341		3,718,225		701,085		867,378
MEIJI													-
	Sale of Live cattle (Aromatic)		-		34,062,396		-		27,519,186		-		6,543,210
	Sales of Raw material		-		1,630,277		-		1,621,621		-		8,656
	Leasing income		1,984,784		498,362		573,410		143,979		1,411,374		354,383
	MEIJI / Cattle farm Total		1,984,784		36,191,035		573,410		29,284,786		1,411,374		6,906,249
SIAF													-
	Sales of goods through trading/import/export activities												-
	on seafood		-		29,362,140		-		26,099,679		-		3,262,461
	on imported beef and mutton		-		36,870,093		-		32,765,007		-		4,105,086
	SIAF/ Others & Corporate total		-		66,232,233		-		58,864,686		-		7,367,547

Group Total			9,892,398		133,879,067		2,324,751		113,401,961		7,567,647		20,477,106

~~While~~¨ ~~the~~Engineering ~~Chinese~~technology ~~economy~~consulting ~~has grown significantly in the past 20 years, we believe the growth has been uneven, both geographically~~ and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. We believe some measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.services:

~~The Chinese economy has been transitioning~~Table ~~from~~below ashows ~~planned economy to a more market-oriented economy. Although in recent years~~ the ~~Chinese government has implemented measures emphasizing the utilization of market forces for economic reform~~revenue, ~~the~~cost ~~reduction~~ of ~~state~~services ~~ownership of productive assets~~ and ~~the establishment~~gross ofprofit ~~sound~~generated ~~corporate~~from ~~governance~~consulting, ~~in business enterprises~~services, acommission ~~substantial~~and ~~portion~~management offees ~~the~~for ~~productive assets in China is~~years ~~still~~2020 owned by the Chinese government. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and ~~providing preferential treatment to particular industries or companies~~2019.

~~Contract drafting, interpretation and enforcement in China involve significant uncertainty.~~59

We have entered into numerous contracts governed by PRC law, many of which are material to our business. As compared with contracts in the United States, contracts governed by PRC law tend to contain less detail and to not be as comprehensive in defining contracting parties’ rights and obligations. As a result, contracts in China are more vulnerable to disputes and legal challenges. In addition, contract interpretation and enforcement in China is not as developed as in the United States, and the result of any contract dispute is subject to significant uncertainties. Therefore, we cannot assure you that we will not be subject to disputes under our material contracts, and if such disputes arise, we cannot assure you that we will prevail.

	2020		2019		Difference
Revenue CA		-		1,719,247		(1,719,247	)
Group Total Revenues		-		1,719,247		(1,719,247	)
Cost of service
CA		-		1,590,017		(1,590,017	)
Group Total Cost of sales		-		1,590,017		(1,590,017	)
Gross Profit
CA		-		129,230		(129,230	)
Group Total Gross Profit		-		129,230		(129,230	)

~~The application of PRC regulations~~Revenues ~~relating~~decreased toby ~~the~~$1,719,247 ~~overseas~~or ~~listing~~100% offrom ~~PRC domestic companies is uncertain~~$1,719,247 ~~and~~for wethe ~~may~~year beended ~~subject~~December 31, 2019 to ~~penalties~~$0 for ~~failing~~the toyear ~~request~~ended December 31, ~~approval~~2020. ofThe ~~the~~decrease ~~PRC~~was ~~authorities~~primarily ~~prior~~due to ~~listing~~the ~~our~~effects ~~shares~~caused inby the UPandemic COVID-19.S.:

~~As mentioned above, on August 8, 2006, six PRC government agencies, i~~2.e1., MOFCOM, the SAIC, the CSRC, SAFE, the State-Owned Assets Supervision and Administration Commission (“SASAC”) and SAT, jointly issued the New M&A Rules, which became effective on September 8, 2006. The New M&A Rules purport, among other things, to require offshore “special purpose vehicles” that are (1~~) formed~~ ~~for~~Note ~~the purpose of overseas listing of the equity interests of PRC companies via acquisition and (2) are controlled directly or indirectly by PRC companies and/or PRC individuals,~~ to ~~obtain~~General ~~the approval of the CSRC prior to the listing~~ and ~~trading~~Administrative ~~of their securities on overseas stock exchanges. On September 21, 2006, pursuant to the New M&A Rules~~ and ~~other~~interest PRC Laws, the CSRC published on its official website relevant guidance with respect to the listing and trading of PRC domestic enterprises’ securities on overseas stock exchanges (the “Related Clarifications”), including a list of application materials regarding the listing on overseas stock exchanges by special purpose vehicles. We were and are not required to obtain the approval of CSRC under the new M&A Rules in connection with this transaction because we were and are not a special purpose vehicle formed or controlled by PRC individuals.Expenses:

~~However, there are substantial uncertainties~~General ~~regarding~~and ~~the~~administrative ~~interpretation,~~(including ~~application~~depreciation and ~~enforcement~~amortization) ofand ~~these~~interest ~~rules,~~expenses ~~and~~(including ~~CSRC~~in ~~has~~Other ~~yet~~income/(expenses) todecreased by ~~promulgate~~$7,901,419 ~~any~~or ~~written~~57% ~~provisions or~~from ~~formally~~$13,855,429 tofor ~~declare~~the oryear ~~state~~ended ~~whether~~December 31, ~~the~~2019 ~~overseas~~to ~~listing~~$5,954,010 offor athe ~~PRC-related~~year ~~company~~ended December ~~structured~~31, ~~similar~~2020. The todecrease ~~ours~~was ismainly ~~subject~~ due to the ~~approval~~stoppage of operations of ~~CSRC.~~many ~~Any~~divisions ~~violation~~caused ofby ~~these~~the ~~rules could~~effects ~~result~~of inPandemic ~~fines~~COVID-19 and ~~other~~the ~~penalties~~leasing and oncontracting ~~our~~of operations in ~~China~~MEIJI, ~~restrictions~~ orHSA, ~~limitations~~and onAPWA ~~remitting dividends outside of China,~~ and ~~other~~the ~~forms~~termination of ~~sanctions~~over ~~that~~300 ~~may~~divisional ~~cause~~workers aalso ~~material~~due ~~and adverse effect~~ to ~~our~~the ~~business,~~adverse ~~operations~~effects caused ~~and~~by ~~financial~~the ~~conditions~~said pandemic.

~~The~~Table New M&A Rules also established additional procedures and requirements that are expected to make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise that owns well-known trademarks or China’s traditional brands. We may grow our business in part by acquiring other businesses. Complying with the requirements of the New M&A Rules in completing this type of transaction could be time-consuming, and any required approval processes, including CSRC approval, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.(i)

We may face regulatory uncertainties that could restrict our ability to issue equity compensation to our directors and employees and other parties who are PRC citizens or residents under PRC law. The grant of stock options under any incentive plan that we adopt in the future would require registration with SAFE.

Category	2020		2019		Difference
Office and corporate expenses		74,270		3,296,862		(3,222,592	)
Wages and salaries		728,944		1,661,121		(932,177	)
Traveling and related lodging		-		24,219		(24,219	)
Motor vehicles expenses and local transportation		-		38,243		(38,243	)
Entertainments and meals		18,462		45,672		(27,210	)
Others and miscellaneous				2,907,603		(2,907,603	)
Depreciation and amortization		5,132,334		5,478,041		(345,707	)
Sub-total		5,954,010		13,451,761		(7,497,751	)
Interest expense		-		403,668		(403,668	)
Total		5,954,010		13,855,429		(7,901,419	)

On April 6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company,” also known as “Circular 78”. It is not clear whether Circular 78 covers all forms of equity compensation plans or only those that provide for the grant of stock options. For any equity compensation plan which is so covered and is adopted by a non-PRC listed company after April 6, 2007, Circular 78 requires all participants who are PRC citizens to register with, and obtain the approval of, SAFE prior to their participation in any such plan. In addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participate in an overseas listed company’s covered equity compensation plan prior to April 6, 2007. As of the date of this filing, we have not adopted any incentive plans, but may do so in the future. Any such plan may grant equity compensation, including, but not limited to, stock options, to our PRC employees and/or directors. The grant of any equity compensation under such a plan to a PRC citizen, however, may under Circular 78 require the PRC citizen to register with and obtain approval of SAFE. We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming. If it is determined that our such a plan, or any equity compensation grant under such a plan, is subject to Circular 78, failure to comply with such provisions of Circular 78 may subject us and any recipients thereof to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC employees and/or directors. In that case, our ability to compensate our employees and directors through equity compensation would be hindered and/or prevented.60

-2.1.2. Note 34to -depreciation and amortization:

~~Capital~~In this ~~outflow~~respect, ~~policies~~total indepreciation and amortization amounted to $7,798,001 for the ~~PRC~~year ended December 31, 2020, out of which ~~may~~amount ~~hamper~~$5,132,334 ~~our~~was ~~ability~~reported tounder ~~remit~~general ~~income~~and administration expenses and $2,665,667 was reported under cost of goods sold; whereas total depreciation and amortization amounted to $7,311,242 for the ~~United~~year ~~States~~ended December 31, 2019, out of which amount $5,478,041 was reported under general and administration expenses and $1,833,201 was reported under cost of goods sold.

~~The PRC has adopted currency and capital transfer regulations~~2. These regulations may require that we comply with complex regulations for the movement of capital and as a result we may not be able to remit all income earned and proceeds received in connection with our operations or from the sale of our operating subsidiary to the U1.S3. Note or to ~~our~~Non-controlling ~~stockholders.~~interest:

~~Our~~Table ~~operations~~(F) below ~~and~~shows ~~assets in~~ the ~~PRC~~ ~~are~~derivation ~~subject~~of ~~to significant political and economic uncertainties.~~non-controlling interest

Government policies are subject to rapid change and the government of the PRC may adopt policies that have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of China will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform. In addition, a substantial portion of productive assets in China remains government-owned. For instance, all lands are state or rural collective economic organizations owned and leased to business entities or individuals through governmental grants of the land use rights. The grant process is typically based on government policies at the time of the grant, which could be lengthy and complex. This process may adversely affect our business. The government of China also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies. Uncertainties may arise as a result of changing governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in China, could have a material adverse effect on our business, results of operations and financial condition.

				Jiangmen City						Qinghai Sanjiang
	Jiangmen City Heng			Hang Mei Cattle			Hunan Shenghua			A Power
	Sheng Tai Agriculture			Farm			A Power			Agriculture Co
	Development Co.			Development Co.			Agriculture Co.,			Ltd (China)
	Ltd.(China)			Ltd.(China)			Limited (China)			Total
Name of China subsidiaries
Effective shareholding		75	%		75	%		76	%
Abbreviated names		(JHST)			(JHMC)			(HSA)

Net income (loss) of the P.R.C. subsidiaries for the year in $		701,086			1,411,373			1,934,781			4,047,240

% of profit sharing of non-controlling interest		25	%		25	%		24	%

Non-controlling interest's shares of Net incomes in $		175,272			352,843			464,347			992,462

~~Our~~The ~~use~~Net ofLoss attributed ~~the~~to ~~allocated~~non-controlling ~~land~~interest ~~may be~~is ~~subject~~$992,462 toshared ~~challenges~~by in(JHST, JHMC and HSA for the ~~future~~year ended December 31, 2020 as shown in Table (F) above.

All land use rights that we own are land use rights relating to allocated land. The local governmental authorities have granted such land use rights to us for free use or at a discounted levy rate given our contribution to the development of the local economy. However, pursuant to the Catalogue on Allocated Land issued by the Ministry of Land Resources of the PRC (the “Catalogue”), the land use rights for allocated land may only be granted to those specific projects which are in compliance with the Catalogue, subject to the approval of the competent governmental authorities. We, as a privately owned agricultural producer, may not be qualified to be granted such land use rights for allocated land according to the Catalogue. Consequently, our use of such land may be subject to challenge in the future, and the legal consequences could include the confiscation of such land by the governmental authorities or a demand that we pay a market price for purchasing the land use rights for such land and converting the allocated land use right to a granted land use right.61

~~Because~~2.2. ~~Chinese~~Part ~~law~~B. ~~governs~~MD ~~almost all~~&A ofon ~~our~~Audited ~~material~~Consolidated ~~agreements,~~Balance weSheet ~~may~~as ~~not~~of bethe ~~able~~year 2020compared to ~~enforce~~year ~~our~~2019 ~~legal~~(fiscal ~~rights within China or elsewhere, which could result in a significant loss of business, business opportunities, or capital.~~year)

Chinese law governs almost all of our material agreements. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will be available outside of China. The system of laws and the enforcement of existing laws in China may not be as certain in implementation and interpretation as in the United States. Our inability to enforce or obtain a remedy under any of our current or future agreements could result in a significant loss of business, business opportunities or capital. It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in China.

Consolidated Balance sheets	December 31,2020		December 31,2019		Changes			Note
ASSETS
Current assets
Cash and cash equivalents		188,846		183,638		5,208			8
Inventories		-		0		0			9
Costs and estimated earnings in excess of billings on uncompleted contracts		0		250,828		-250,828.00
Deposits and prepaid expenses		13,141,301		12,738,217		403,084			10.1
Accounts receivable		32,658,330		98,528,589		(65,870,259	)		11
Other receivables		82,083,391		95,565,376		(13,481,985	)		15
Total current assets		128,071,869		207,266,648		(79,194,779	)
Property and equipment
Property and equipment, net of accumulated depreciation		97,879,543		103,064,238		(5,184,695	)		12
Construction in progress				0		0			13
Land use rights, net of accumulated amortization		52,482,217		47,855,024

Filing Compare · Sino Agro Food, Inc.