Hanfeng Evergreen Inc.

TSX : HF


Hanfeng Evergreen Inc.

May 12, 2014 08:00 ET

Hanfeng Evergreen Inc. to Be Delisted From the TSX; Provides Update to Shareholders

TORONTO, ONTARIO--(Marketwired - May 12, 2014) - Further to its press release of April 16, 2014, Hanfeng Evergreen Inc. (TSX:HF) ("Hanfeng" or the "Company") announced today that the Company has received a letter from the Toronto Stock Exchange ("TSX") advising the Company that the Continued Listings Committee of the TSX has determined to delist the Company's securities effective at the close of market on June 9, 2014. The delisting was imposed for failure by the Company to meet the continued listing requirements of TSX. The common shares of the Company remain suspended from trading on the TSX and subject to cease trade orders issued by Canadian securities regulatory authorities.

The Company further provided an update on its previously announced efforts to normalize the business, operations and reporting obligations of the Company in Canada and China.

Operational Update

During the month of April, the Company's Chief Executive Officer, Mr. Xinduo Yu and the lead Director of the Company had a meeting in China with Heilongjiang Beidahuang Hanfeng Agriculture Development Co., Ltd. ("Beidahuang"), the Company's largest customer, to discuss their ongoing business relationship. Although the meeting was positive, Beidahuang had previously secured its fertilizer needs from other suppliers for the current fertilizer season. Mr. Yu, has spent the last several weeks since being reinstated as CEO meeting with management of the Company's Heilongjiang (HLJ) and Jiangsu (JS) subsidiaries. The HLJ plant is currently in a partial shutdown for repairs and replacement of aging and damaged equipment. Production at this facility has been limited since mid-2013. The management team at the HLJ plant is currently taking steps to sell damaged and excess inventory. Mr. Yu was able to confirm that the necessary filings were in place with each of the applicable Chinese regulatory authorities to ensure the proper registration of both of HLJ and JS as wholly-owned subsidiaries of the Company.

The Company remains focused on rebuilding its business in China and restoring its prior relationships with its employees and key customers and suppliers.

Sale of Indonesian Joint Venture

The Company has completed the previously announced sale of its ownership interest in Hanfeng Slow-Release Fertilizer Pte., Ltd. (Singapore) ("Hanfeng Singapore"), the company holding its Indonesian joint venture interest to an independent third party for nominal consideration. The sale of the Company's interest in Hanfeng Singapore has limited the Company's potential exposure to additional costs and liabilities associated with the Indonesian joint venture.

Continuous disclosure and securities filings

The Company is continuing its efforts to retain an auditor but, to date, has not been able to identify an auditor that has the necessary expertise and desire to take the assignment. The Company expects that it will only file its outstanding financial statements and accompanying management discussion and analysis following the engagement of, and review by, a new auditor.

As previously announced, the Board of Directors has engaged a recognized law firm in China to assist the Company in reviewing the previous allegations of wrongdoing by the Company and investigating the status of the Company's operations in China to ensure that the Company can continue to carry on its business. This review remains ongoing.

Annual general meeting of shareholders

In light of the numerous issues facing the Company and its businesses in Canada and China, at this time, the Company is focusing its efforts on the process of normalization of its business activities and is unable to provide an update as to the timing for an annual general meeting of shareholders.

Forward-Looking Statements

This news release contains forward-looking statements. These forward-looking statements relate to future events, performance and results, and reflect management's expectations or beliefs regarding future events, including business and economic conditions and the Company's growth, results of operations, performance and business prospects and opportunities. Forward-looking information is typically identified by words such as "anticipate", "believe", "foresee", "expect", "estimate", "forecast", "goal", "intend", "plan", "seek", "strive", "will", "may", "should", "could" and similar expressions. Specific forward-looking information in this news release includes, but is not limited to, statements with respect to the Company's search for a replacement auditor, its efforts to bring all of its filings up-to-date, its application to have the cease trade orders lifted and the scheduling of its annual general meeting of shareholders.

The forward-looking statements contained herein entail various risks and uncertainties. A number of factors could cause actual events, performance or results to vary from those reflected in these forward-looking statements. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available under the Company's profile on www.sedar.com. Additional important factors that could cause actual results to differ materially include, but are not limited to, the ability of the Company to preserve or monetize its working capital, the ability of the Company to attract and retain customers, the ability of the Company to appoint directors and representatives of its subsidiaries in China and elsewhere, delays in financial reporting, the ability of the Company to raise capital if and when required, foreign exchange fluctuations and controls, general economic conditions, market and business conditions, regulatory developments, changes in government policy, employee actions (including strikes or work stoppages), environmental factors including weather conditions and the impacts from regional flooding and/or drought conditions, and litigation. In evaluating forward-looking information, readers should specifically consider the factors that may cause actual results to vary. Forward-looking statements are not guarantees of future performance.

In light of the significant uncertainties inherent in the forward-looking statements included herein, any such forward-looking statements should not be regarded as representations by the Company that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein. Forward-looking statements are based on, and included for the purpose of providing information about, the Company's current expectations, beliefs and plans relating to the future which are based on the Company's perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances including, but not limited to, assumptions that are stated or inherent in such forward-looking statements, the assumptions referred to above, and assumptions regarding the ability of the Company to restore relations with its former principal customer and appoint a successor auditor and address regulatory concerns, revenue growth and operating efficiencies. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.

About Hanfeng Evergreen Inc.

Hanfeng is a leading producer and supplier of value-added fertilizer solutions in emerging markets. It is the largest producer of slow and controlled release fertilizer in one of the world's most significant agricultural markets, the People's Republic of China. Hanfeng is headquartered in Toronto, Ontario.

Contact Information

  • Hanfeng Evergreen Inc.
    Jonathan Pollack
    Lead Director
    (416) 368-8588