0001176256-12-000333.txt : 20120514 0001176256-12-000333.hdr.sgml : 20120514 20120514170102 ACCESSION NUMBER: 0001176256-12-000333 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20120514 DATE AS OF CHANGE: 20120514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAI NA TA CORP CENTRAL INDEX KEY: 0000889329 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20386 FILM NUMBER: 12839560 BUSINESS ADDRESS: STREET 1: UNIT 100 STREET 2: 12051 HORSESHOE WAY CITY: RICHMOND STATE: A1 ZIP: V7A 4V4 BUSINESS PHONE: 6042724118 MAIL ADDRESS: STREET 1: UNIT 100 STREET 2: 12051 HORSESHOE WAY CITY: RICHMOND STATE: A1 ZIP: V7A 4V4 FORMER COMPANY: FORMER CONFORMED NAME: CHAI NA TA GINSENG PRODUCTS LTD DATE OF NAME CHANGE: 19960826 6-K 1 chainata6kq1120331.htm REPORT OF FOREIGN ISSUER FOR MAY 2012 Filed by e3 Filing, Computershare 1-800-973-3274 - Chai-Na-Ta Corp. - Form 6-K



FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Report of Foreign Issuer

Pursuant to Rule 13a – 16 or 15d – 16 of
The Securities Exchange Act of 1934

For May 2012

CHAI-NA-TA CORP.
Unit 100 – 12051 Horseshoe Way
Richmond, BC V7A 4V4

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F – [ X ] Form 40-F – [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes – [   ] No – [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  CHAI-NA-TA CORP.
  SIGNED “WILMAN WONG”
Date: May 14, 2012  
  Wilman Wong
  Chief Executive Officer

 



EX-99.1 2 exhibit99-1.htm NEWS RELEASE DATED MAY 14, 2012 - CHAI-NA-TA REPORTS 2012 FIRST QUARTER RESULTS Exhibit 99.1

Exhibit 99.1

Unit 100 - 12051 Horseshoe Way 
Richmond, BC V7A 4V4 
Canada
 
Toll Free in Canada & USA: 
1-800-406-ROOT (7668) 
 
Telephone:  (604) 272-4118 
Facsimile:  (604) 272-4113 
 
OTCBB: “CCCFF” 
 
Web: www.chainata.com 

 

FOR IMMEDIATE RELEASE

Chai-Na-Ta Corp. Reports 2012 First Quarter Results

RICHMOND, BRITISH COLUMBIA – May 14, 2012 – Chai-Na-Ta Corp. (OTCBB: “CCCFF”) today announced a first quarter 2012 net loss of $293,000 or $0.01 per basic share, compared to net earnings of $1.2 million in 2011, or $0.03 per basic share.

Revenue decreased to $2.8 million in the first quarter of 2012 from $3.5 million in the prior year period. The Company has a gross loss of 1% of sales in the first quarter of 2012 compared to a gross profit of 48% in the same period last year.

“We sold 56% of our 2011 harvest by March 31, 2012 with all the remaining inventory committed to customers,” said Derek Zen, Chairman of the Company, “Chai-Na-Ta’s average selling price decreased to $14.28 per pound in the first quarter of 2012 from $20.04 per pound in the first quarter of 2011.”

“The Company expects to sell its remaining inventory in the second quarter of 2012,” Mr. Zen continued, “and will begin the process of liquidating the Company and distributing all remaining assets to the shareholders.“

The working capital position as at March 31, 2012 was a surplus of $10.7 million compared to a surplus of $11.0 million as at December 31, 2011.

Chai-Na-Ta Corp., based in Richmond, British Columbia, farmed, processed and distributed North American ginseng as bulk root.

This news release contains forward-looking statements that reflect the Company’s expectations regarding future events. These forward-looking statements involve risks and uncertainties, and actual events could differ materially from those projected. Such risks and uncertainties include, but are not limited to, general business conditions and

Page 1 of 2




other risks as outlined in the Company’s periodic filings, Annual Financial Statements and Form 20-F.

- 30 -

FOR FURTHER INFORMATION PLEASE CONTACT:

Chai-Na-Ta Corp.
Wilman Wong
Chief Executive Officer/Corporate Secretary
(604) 272-4118 or (Toll Free) 1-800-406-7668
(604) 272-4113 (FAX)
E-mail:
info@chainata.com
Website: www.chainata.com

Page 2 of 2


EX-99.2 3 exhibit99-2.htm INTERIM CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2012 Exhibit 99.2

Exhibit 99.2


CHAI-NA-TA CORP.

Interim Condensed Consolidated Financial Statements
Three months ended March 31, 2012

(Unaudited - Prepared by Management)




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Interim Condensed Consolidated Balance Sheets  
(Unaudited)  

 

In thousands of     March 31     December 31  
Canadian dollars Note   2012     2011  
ASSETS              
Current assets              

Cash

  $ 8,896   $ 4,494  

Accounts receivable

    262     164  

Inventory

    2,223     4,974  

Prepaid expenses

    29     57  

Assets held for sale

3   -     1,850  
Total assets   $ 11,410   $ 11,539  
LIABILITIES              
Current liabilities              

Accounts payable and accrued liabilities

  $ 564   $ 558  

Customer deposits

    124     -  
Total liabilities     688     558  
SHAREHOLDERS' EQUITY              

Share capital

4   38,226     38,226  

Additional paid in capital

    9,436     9,436  

Accumulated other comprehensive income

    907     873  

Accumulated deficit

    (37,847 )   (37,554 )
Total shareholders' equity     10,722     10,981  
    $ 11,410   $ 11,539  

Commitments (Note 7)

Approved by the Board:

/s/ DEREK ZEN /s/ WILMAN WONG
Derek Zen Wilman Wong
Chairman Chief Executive Officer

 




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Interim Condensed Consolidated Statements of Earnings  
(Unaudited)  

 

    Three months ended
in thousands of     March 31     March 31  
Canadian dollars (except per share and share amounts) Note   2012     2011  
Revenue   $ 2,750   $ 3,525  

Cost of goods sold

             

Cost of inventory sold

    2,751     1,830  

Shipping and handling fees

    17     4  
Total cost of goods sold     2,768     1,834  
Gross (loss) margin     (18 )   1,691  
Selling, general and administrative expenses 5   288     476  
Operating (loss) income     (306 )   1,215  
Interest income     23     2  
Interest expense on long-term debt     -     (9 )
Other (loss) income 6   (10 )   (46 )
NET (LOSS) EARNINGS   $ (293 ) $ 1,162  
Basic and diluted (loss) earnings per share   $ (0.01 ) $ 0.03  
             
Weighted average number of shares used to calculate basic and diluted loss per share (in thousands)     34,698     34,698  

 




Chai-Na-Ta Corp.
First Quarter Report
For the period ended March 31, 2012
CHAI-NA-TA CORP.
Interim Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss)
(Unaudited)

 

                    Accumulated                     
in thousands of Canadian Common       Additional   Other       Total      
dollars (except number of Shares   Share   Paid in   Comprehensive    Accumulated Shareholders' Comprehensive
shares in thousands) Outstanding     Capital     Capital     Income   Deficit Equity Income (Loss)
Balance - January 1, 2011 34,698 $ 38,226 $ 9,436 $ 917 $ (40,569 ) $ 8,010        
Net earnings -   -   -   -   1,162     1,162   $ 1,162  
Cumulative translation adjustment -     -     -     49     -     49     49  
Balance - March 31, 2011 34,698   $ 38,226   $ 9,436   $ 966   $ (39,407 ) $ 9,221   $ 1,211  
Balance - January 1, 2012 34,698   $ 38,226 $ 9,436 $ 873 $ (37,554 ) $ 10,981        
Net loss -   -   -   -   (293 )   (293 ) $ (293 )
Cumulative translation adjustment -     -     -     34     -     34     34  
Balance - March 31, 2012 34,698   $ 38,226   $ 9,436   $ 907   $ (37,847 ) $ 10,722   $ (259 )

 




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Interim Condensed Consolidated Statements of Cash Flows  
(Unaudited)  

 

      Three months ended  
in thousands of     March 31     March 31  
Canadian dollars Note   2012     2011  
Operating Activities              

Net (loss) earnings

  $ (293 ) $ 1,162  

Items included in net (loss) earnings not affecting cash:

             

Cost of inventory sold

    2,751     1,818  

Depreciation and amortization

    -     2  

Non-cash foreign exchange gains

    35     (13 )

Changes in non-cash operating assets and liabilities:

             

Accounts receivable

    (99 )   (36 )

Inventory

    -     4  

Prepaid expenses

    28     34  

Accounts payable and accrued liabilities

    6     199  

Customer deposits

    124     (1,185 )

Crop cost expenditures

    -     (203 )
      2,552     1,782  
Financing Activities              

Repayment of long-term debt

    -     (2,950 )
      -     (2,950 )
Investing Activities              

Proceeds from disposition of property, plant and equipment

3   1,850     -  
      1,850     -  
Effect of foreign exchange rates changes on cash     -     (1 )
NET INCREASE (DECREASE) IN CASH     4,402     (1,169 )
CASH, BEGINNING OF THE PERIOD     4,494     2,659  
CASH, END OF THE PERIOD   $ 8,896   $ 1,490  

 




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Notes to the Interim Condensed Consolidated Financial Statements  
(Unaudited)  
   

1. Nature of operations

The Company operated North American ginseng farms in Ontario, Canada, on which ginseng root was planted, cultivated and harvested. The Company sells ginseng in its primary markets of Hong Kong and China, and to a lesser extent Canada and the United States of America, through its wholly-owned subsidiaries.

The Company is publicly traded with no single shareholder holding a majority of the Company’s common shares. The largest shareholder of the Company is Wai Kee Holdings Limited (“Wai Kee”), a publicly traded Hong Kong based company, which owns 46% of the shares of the Company.

Going concern

During the first quarter of 2012, the Board of Directors of the Company instructed management to initiate a plan to liquidate the Company subject to approval of the shareholders. Subsequent to the end of the reporting period, the shareholders of the Company approved the plan to liquidate the Company (see Note 10). The Company will continue to operate while selling the remaining inventory from the 2011 harvest which is expected to be completed in the second quarter of 2012. As such, there is substantial doubt about the Company's ability to continue indefinitely as a going concern. However the Company’s financial statements were prepared on a going concern basis which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company will adopt liquidation based accounting to prepare the Company's financial statements for all periods subsequent to the liquidation plan being approved by the shareholders.

2. Summary of significant accounting policies

Basis of presentation

These interim consolidated financial statements and notes have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim reporting periods and should be read in conjunction with the Company’s annual consolidated financial statements and notes for the year ended December 31, 2011.

These interim consolidated financial statements are subject to seasonality due to the timing of crop harvesting, which typically occurs in the fall and the timing of subsequent sales, and in the current year the Company may intitate liquidation, subject to shareholder approval. Therefore, the results contained within these statements may not be indicative of results to be expected for the remainder of the year.

All amounts included in these interim consolidated financial statements are expressed in Canadian dollars ("CAD") unless otherwise noted.




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Notes to the Interim Condensed Consolidated Financial Statements  
(Unaudited)  
   

3. Assets held for sale

The Company entered into an agreement for the sale of certain assets and real property used in connection with the farming operations in Ontario for total cash consideration of $1,850,000 in accordance with the terms and conditions of an asset purchase agreement (the “Agreement”) dated September 14, 2011 with a closing date of January 16, 2012. The closing of the transaction was approved by the Company’s shareholders at a special meeting on October 28, 2011. The transaction was concluded on the scheduled closing date with the full proceeds of the sale being received by the Company in accordance with the Agreement. There was no gain or loss upon the sale of the assets as they were recorded at their net realizable value.

4. Share capital

  Number of Shares      
In thousands Authorized Outstanding   Amount  
Common Shares - without par value          
Balance as at December 31, 2011 and March 31, 2012 Unlimited 34,698 $ 38,226  

5. Selling, general and administrative expenses

    Three months ended  
in thousands of   March 31   March 31
Canadian dollars   2012     2011  
Retention bonuses $ 49 $ 63
Other selling, general and administrative expenses   239     413  
  $ 288   $ 476  

During 2010, the Company agreed to pay retention bonuses totalling $485,000 to corporate and farm management and staff to ensure the stability of the operation through the expected final harvest in 2011 and the sale of the Company’s assets in 2012. These retention bonuses are contingent on the satisfactory completion of the job duties of each employee up to their termination date. During the three months ended March 31, 2012, $49,000 (2011 - $63,000) of expenses were incurred and included in accounts payable and accrued liabilities. The remaining $34,000 will be recorded over the remaining service period for the employees.




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Notes to the Interim Condensed Consolidated Financial Statements  
(Unaudited)  
   

 

6. Other (loss) income            
 
    Three months ended  
in thousands of   March 31     March 31  
Canadian dollars   2012     2011  
Foreign exchange (losses) gains $ (34 ) $ (47 )
Government supplements   23     -  
Other non-operating income   1     1  
  $ (10 ) $ (46 )

Foreign exchange (losses) gains for the three months ended March 31, 2011 include a $36,000 loss on foreign exchange forward contracts. There were no foreign exchange contracts outstanding during the three month period ended March 31, 2012.

Government supplements for the three months ended March 31, 2012 are funds received from Agriculture Canada and are based on sales made in the 2010 program year.

7. Commitments

The Company has entered into an operating lease for its corporate head office in Richmond, British Columbia at a cost of $3,000 per month through July 31, 2012.

8. Segmented information

The Company operates in one operating segment and two geographic regions. The geographic region that the external revenue is derived from is determined by the residency of the customer. Intersegment revenue is determined by the residency of the subsidiary selling the product. Information by geographic region is summarized as follows:

    Three months ended  
in thousands of   March 31   March 31
Canadian dollars   2012     2011   
External revenue from operations located in:        

Canada

$ 2,308 $ 2,486

Hong Kong and People's Republic of China

  442     1,039  
  $ 2,750   $ 3,525  
Intersegment revenue from operations located in:        

Canada

$ 442 $ 1,000

Hong Kong and People's Republic of China

  -     -  
  $ 442   $ 1,000  

 




  Chai-Na-Ta Corp.
  First Quarter Report
  For the period ended March 31, 2012
CHAI-NA-TA CORP.  
Notes to the Interim Condensed Consolidated Financial Statements  
(Unaudited)  
   

 

Net (loss) earnings from operations located in:            

Canada

$ (246 ) $ 1,200  

Hong Kong and People's Republic of China

  (47 )   (38 )
  $ (293 ) $ 1,162  

The Company had no long-lived assets, which comprise of all assets not classified as current, as at March 31, 2012. All of the Company's long-lived assets were in the Canadian geographic region as at March 31, 2011.

Major customers

For the three months ended March 31, 2012, revenue included sales to two major customers which accounted for $2,228,000 from the Canadian geographic region and $442,000 from the Hong Kong and People's Republic of China geographic region (March 31, 2011 - three major customers which accounted for $2,376,000 from the Canadian geographic region and $641,000 and $398,000, respectively, from the Hong Kong and People's Republic of China geographic region). Major customers include all customers with whom the Company has derived revenue greater than 10% of its total revenue within the reporting period.

9. Related party transactions

In the normal course of business, the Company pays management fees to Wai Kee for performing sales, accounting and administrative services for CNT Trading (Hong Kong) Limited, a subsidiary of the Company. The Company paid management fees of $11,000 (2011 - $14,000) for the three months ended March 31, 2012 of which $4,000 (2011 - $9,000) remains outstanding and is included in accounts payable and accrued liabilities on the consolidated balance sheet. This related party transaction is measured at the fair value.

10. Subsequent event

On May 11, 2012, a special resolution has been approved by the shareholders of the Company for (A) the voluntary liquidation of the Company pursuant to section 211 of the Canada Business Corporation Act, through the distribution of its remaining assets to its shareholders, after providing for outstanding liabilities, contingencies and costs of the liquidation, (B) the appointment of a liquidator if and when deemed appropriate by the board of directors of the Company, and (C) the ultimate dissolution of the Company in the future once all of the liquidation steps have been completed.



EX-99.3 4 exhibit99-3.htm MANAGEMENT'S DISCUSSION AND ANALYSIS Exhibit 99.3
Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS

For the three month period ended March 31, 2012

The following discussion and analysis reviews the operating results, financial position and liquidity, risks and industry trends affecting the financial results of Chai-Na-Ta Corp. Additional comments relate to changes made to operations since the year-end and their expected financial impact.

This commentary has been prepared as of May 11, 2012 and should be read in conjunction with the unaudited interim consolidated financial statements as at March 31, 2012 and for the three month periods ended March 31, 2012 and 2011 and their accompanying notes prepared in accordance with United States generally accepted accounting principles (“US GAAP”). The discussion and analysis should also be read in conjunction with the 2011 annual audited financial statements which can be found on the Company’s website. Amounts are expressed in Canadian dollars, unless otherwise specified.

Some of the statements made in this analysis are forward-looking statements, such as estimates and statements that describe the Company’s future plans, objectives, or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions by their very nature, they involve inherent risks and uncertainties. The forecasts and projections that make up the forward-looking information are based on assumptions, which include, but are not limited to, no significant operational disruptions or environmental liability as a result of a catastrophic event or environmental upset; the competitiveness of ginseng pricing; access to capital at borrowing rates acceptable to the Company; interest rates; and exchange rates. Actual results in each case could differ materially from those currently anticipated in such statements.

OVERVIEW

Chai-Na-Ta Corp. operated North American ginseng farms in Ontario, Canada, on which ginseng root was planted, cultivated and harvested and then sold primarily in Hong Kong and China. The Company is headquartered in Richmond, British Columbia, Canada. The Company sold its farm operating assets in January 2012 and the Board of Directors of the Company have instructed management to initiate the liquidation of the Company subject to shareholder approval. The Company will continue to operate while selling the remaining inventory from the 2011 harvest which is expected to be completed in the second quarter of 2012.

The Company sold inventory from the 2011 harvest in the first quarter of 2012 and recorded a gross loss of $18,000 on revenue of $2,750,000 for the three month period ended March 31, 2012 compared to a gross margin of $1,691,000 on revenue of $3,525,000 for the three month period ended March 31, 2011. The decrease in revenue

1




and gross margin was due to a 29% decrease in average selling price. This also resulted in the Company recording a net loss of $293,000 for the three month period ended March 31, 2012 compared to net earnings of $1,162,000 for the same period in the prior year.

RESULTS OF OPERATIONS

Revenue decreased to $2,750,000 in the first quarter of 2011 from $3,525,000 in the first quarter of the previous year. The Company sold 193,000 pounds of root for an average price of $14.28 per pound in the first three months of 2012 compared to 176,000 pounds of root sold for an average price of $20.04 per pound in the first three months of 2011. The lower average sales price was due to a decrease in customer demand and due to a smaller proportion of the higher quality five-year-old root being harvested by the Company during the 2011 harvest season. The Company still has 162,000 pounds of inventory with a cost of $2,223,000 from its 2011 harvest which has been completely committed to by customers. The Company expects to sell and deliver its remaining inventory from the 2011 harvest during the second quarter of 2012.

Cost of goods sold was 101% of sales revenue in the first quarter of 2012, compared to 52% in the previous year period. The Company had a gross loss of 1% of sales in the first quarter of 2012 compared to a gross margin of 48% of sales in the first quarter of 2011. The minimal gross loss in the current period is due to the Company’s inventory being written-down to its estimated net realizable value as at December 31, 2011. The gross margin achieved for the 2010 harvest inventory sold in 2011 which was due to a higher quality of product and an increase in overall market demand.

For the three month period ended March 31, 2012, selling, general and administrative expenses decreased to $288,000 from $476,000 for the three month period ended March 31, 2011. For 2012, this amount included $49,000 in retention bonuses for management and staff which were accrued as at March 31, 2012 compared to $63,000 in retention bonuses in the prior year period. The amount for the prior period also includes a performance bonus of $225,000 to the management and farm staff which was approved by the Board of Directors during the three month period ended March 31, 2011.

There was no interest expense on long-term debt in the first quarter of 2012 compared to $9,000 in the first quarter of 2011. The decrease in interest on long-term debt is due to the Company repaying its debt obligation in full during the first quarter of 2011. The Company does not expect to incur any additional interest expense.

The Company had other non-operating losses of $10,000 for the three month period ended March 31, 2012 compared to $46,000 for the three month period ended March 31, 2011. The other non-operating loss in the current period is primarily due to $23,000 in government supplement income and $34,000 in foreign exchange losses in the first quarter of 2012 compared to foreign exchange losses of $47,000 for the same period in the prior year.

2




For the three month period ended March 31, 2012, the Company incurred an operating loss of $306,000 compared to operating income of $1,215,000 for the three month period ended March 31, 2011. For the three month period ended March 31, 2012, the Company incurred a net loss of $293,000, or $0.01 per basic share, for the three month period ended March 31, 2012 compared to net earnings of $1,162,000, or $0.03 per basic share for the three month period ended March 31, 2011. The operating income and net earnings decreased primarily due to the decrease in gross margin earned on sales from the 2011 harvest in the current period.

The Company did not declare any dividends on any class of shares during the three month period ended March 31, 2012 or for any period in the previous three fiscal years ended December 31, 2011.

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth unaudited quarterly information for each of the eight quarters ended June 30, 2010 through March 31, 2012. This information has been derived from unaudited interim consolidated financial statements prepared in accordance with United States general accepted accounting principles that, in the opinion of the Company’s management, have been prepared on a basis consistent with the audited annual consolidated financial statements.

(Stated in Thousands                                                
of Canadian Dollars   2012 2011 2010
except per share amounts)   Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
Total revenue $ 2,750   416   1,739 3,795 3,525 3,254 2,892 1,980  
Write-downs   -   (200 ) - - - - - (170 )
Operating income (loss)   (306 ) (424 ) 582 1,520 1,215 852 404 (302 )
Net earnings (loss)   (293 )   (447 )   787     1,513     1,162     970     498     (113 )
Net earnings (loss) per share:                      

Basic and diluted

$ (0.01 )   (0.01 )   0.02     0.05     0.03     0.03     0.01     (0.00 )

 

Ginseng crops are harvested in the fall of every year, revenue and earnings tend to be higher in first two quarters of the following year as the harvested roots are usually sold. However, this was not the case in 2010 as the majority of the Company’s 2009 harvest inventory was shipped to customers in the third and fourth quarters of 2010. Significant fluctuations in revenue and earnings in any period are impacted by the quantity and quality of root sold, the selling price of such root, and the relative strength of the Canadian dollar to the currencies used by customers.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $2,552,000 for the three month period ended March 31, 2012, compared with $1,782,000 for the same period in 2011. Cash provided by

3




operations increased during the current period primarily due to an increase in the amount of proceeds received from customers from the sale of inventory compared to the three month period ended March 31, 2011.

The Company received $1,850,000 in proceeds upon the disposition of its farm operating assets during the three month period ended March 31, 2012.

As of March 31, 2012, the Company had received $124,000 in deposits from customers. These deposits are on orders that management expects will be delivered in the second quarter of 2012.

The Company’s cash as at March 31, 2012 was $8,896,000 compared to a balance of $4,494,000 at December 31, 2011, a net increase of $4,402,000. The increase in cash was due to the proceeds from the sale of the inventory harvested in 2011 and due to the proceeds received upon the disposition of the Company’s farm operating assets.

The working capital position of the Company at March 31, 2012 was a surplus of $10,722,000 compared to a surplus of $10,981,000 at December 31, 2011. The decrease in working capital was primarily due to cash outlays for selling, general and administrative expenses.

The Company believes that its existing cash resources, together with the cash generated from future sales of inventory, will be sufficient to meet its working capital and operating requirements to complete the liquidation of the operation.

The Company has entered into an operating lease for its corporate head office in Richmond, British Columbia at a cost of $3,000 per month through July 31, 2012. The Company has no other contractual obligations.

RELATED PARTY TRANSACTIONS

The Company pays management fees to Wai Kee Holdings Limited (“Wai Kee”) for performing sales, accounting and administrative services for CNT Trading (Hong Kong) Limited, a subsidiary of the Company. Wai Kee is a Hong Kong based publicly traded company which owns 46% of the shares of the Company and has a director in common with the Company. The Company paid management fees of $11,000 (2010 - $21,000) for the three month period ended March 31, 2011, compared to $14,000 during the prior year period, of which $4,000 remains outstanding, compared to $9,000 in 2011, and is included in accounts payable and accrued liabilities on the consolidated balance sheet. This related party transaction is measured at the fair value.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and other disclosures as at the end of or during the

4




reporting periods. Actual results may differ from these estimates and from judgments made under different assumptions or conditions.

The following items require the most significant estimates and judgments in the preparation of the Company’s financial statements:

Inventory

The Company periodically reviews the carrying value of inventory to determine if write-downs are required to state the inventory at the lower of cost and net realizable value. The determination of net realizable value reflects management’s best estimate of the expected selling price of the roots as well as consideration of qualitative factors such as size, shape, colour and taste. The carrying value of inventory also reflects management’s expectation that the inventory will eventually be sold. Although management does not believe that additional provisions are required to align the carrying value of certain inventory with its net realizable values, future events may indicate that the inventory is not saleable or that such inventory is not saleable at prices above carrying value.

Income Taxes

The Company estimates its income taxes in each of the jurisdictions that it operates. The process involves estimating the current income tax exposure, together with assessing temporary differences from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities that are included in the consolidated balance sheet to the extent that a net deferred income tax asset or liability exists. The valuation of any deferred income tax assets or liabilities is reviewed quarterly and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount. The process of determining if a valuation allowance is necessary includes estimates of the recoverability of inventory and ginseng crops as detailed above and an estimate of deferred interest expense. Future events may result in a materially different outcome than is estimated with respect to the recoverability of both inventory and ginseng crops.

RISKS AND UNCERTAINTIES

The Company’s revenue and earnings are affected by the world price of ginseng root, which is determined by reference to factors including the supply and demand for North American ginseng root, negotiations between buyers and sellers, the quality and aesthetic characteristics of the root and the relative strength of the Canadian dollar to the currencies used by the Company’s customers. A percentage change in the market price of ginseng root tends to have a corresponding impact on the revenue reported by the Company. The remaining inventory of the Company has been committed to customers at a fixed Canadian dollar price; therefore this risk has now been mitigated.

The Company identifies Canada as the primary economic environment in which it operates, and uses the Canadian dollar as its functional currency except for its active

5




foreign subsidiary that operates in Hong Kong and which uses the Hong Kong dollar as its functional currency. The Company monitors its exposure to foreign exchange risk and balances its foreign currency holdings to reduce exposure to any one currency by engaging in foreign exchange contracts and by repatriating any excess funds.

The Company’s revenue is derived principally from the sale of ginseng roots to a limited number of customers that are concentrated in Asian markets. In order to manage its credit risk, the Company carefully monitors credit terms, investigates credit history and grants credit to customers with established relationships or acceptable credit ratings. Payments or deposits are usually received before shipments of inventory. Inventory may be held as security until payment is received, when such relationships have not been established. As the Company’s significant customers do not necessarily use the ginseng themselves but instead distribute the ginseng to smaller wholesalers, distributors and retailers, the Company does not believe that it is economically dependent on any one customer or that the loss of any one wholesaler would impact the Company’s ability to market roots through other channels. There can be no assurance, however, that adverse changes in the above noted factors will not materially affect the Company’s business, financial condition, operating results and cash flows.

The Company is exposed to currency exchange risk as a result of its international markets and operations. The majority of the Company’s revenue comes from buyers who are located outside of Canada and as a result, the selling price that the Company can achieve in those markets is exposed to changes in exchange rates. The remaining inventory of the Company has been committed to customers at a fixed Canadian dollar price; therefore this risk has now been mitigated.

The Board of Directors of the Company have instructed management to initiate the liquidation of the Company which was approved by the shareholders on May 11, 2012. The process of liquidation involves various legal, tax and regulatory considerations and thus the timeliness and cost of the liquidation process is subject to some uncertainty.

FINANCIAL INSTRUMENTS

Financial instruments of the Company are represented by cash, accounts receivable and accounts payable and accrued liabilities. The carrying value of these instruments approximates their fair value due to the short-term maturity of such items.

OUTLOOK

The Board of Directors of the Company have instructed management to begin planning the dissolution of the Company which was approved by the shareholders on May 11, 2012. The Company will finish selling its inventory and commence liquidation and then repatriate the capital to the shareholders once all of the Company’s obligations have been satisfied.

6


EX-99.4 5 exhibit99-4.htm CERTIFICATION OF INTERIM FILINGS - CEO Exhibit 99.4

Exhibit 99.4


Form 52-109FV2 - Certification of Interim Filings
Venture Issuer Basic Certificate

I, Wilman Wong, Chief Executive Officer of Chai-Na-Ta Corp., certify the following:

1.     

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Chai-Na-Ta Corp., (the issuer) for the interim period ended March 31, 2012.

 

 

2.     

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3.     

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 14, 2012

Wilman Wong”
Wilman Wong
Chief Executive Officer

  NOTE TO READER  
   
  In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of  
   
  i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specific in securities legislation; and  
   
  ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.  
   
  The issuer’s certifying officers are responsible for ensuring that process are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 
 

 



EX-99.5 6 exhibit99-5.htm CERTIFICATION OF INTERIM FILINGS - CFO Exhibit 99.5

Exhibit 99.5


Form 52-109FV2 - Certification of Interim Filings
Venture Issuer Basic Certificate

I, Terry Luck, Chief Financial Officer of Chai-Na-Ta Corp., certify the following:

1.     

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Chai-Na-Ta Corp., (the issuer) for the interim period ended March 31, 2012.

 

 

2.     

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3.     

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 14, 2012

“Terry Luck”
Terry Luck
Chief Financial Officer

  NOTE TO READER  
   
  In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of  
   
  i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specific in securities legislation; and  
   
  ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.  
   
  The issuer’s certifying officers are responsible for ensuring that process are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 
 

 



EX-99.6 7 exhibit99-6.htm NEWS RELEASE DATED MAY 14, 2012 - CHAI-NA-TA APPROVES LIQUIDATION RESOLUTION Exhibit 99.6

Exhibit 99.6

Unit 100 - 12051 Horseshoe Way 
Richmond, BC V7A 4V4 
Canada
 
Toll Free in Canada & USA: 
1-800-406-ROOT (7668) 
 
Telephone:  (604) 272-4118 
Facsimile:  (604) 272-4113 
 
OTCBB: “CCCFF” 
 
Web: www.chainata.com 

 

FOR IMMEDIATE RELEASE

Chai-Na-Ta Approves Liquidation Resolution

RICHMOND, BRITISH COLUMBIA – May 14, 2012 – Chai-Na-Ta Corp. (the “Corporation”) (OTCBB: “CCCFF”), announced that at its annual and special meeting of shareholders held on May 11, 2012, the shareholders approved a special resolution providing for (A) the voluntary liquidation of the Corporation pursuant to section 211 of the Canada Business Corporations Act, through the distribution of its remaining assets to its shareholders, after providing for outstanding liabilities, contingencies and costs of the liquidation, (B) the appointment of a liquidator if and when deemed appropriate by the board of directors of the Corporation, and (C) the ultimate dissolution of the Corporation in the future once all of the liquidation steps have been completed.

For additional information, refer to the management information circular dated March 30, 2012 which was filed on the System for Electronic Document Analysis and Retrieval (SEDAR) on April 12, 2012.

This news release contains forward-looking statements that reflect the Corporation’s expectations regarding future events. These forward-looking statements involve risks and uncertainties, and actual events could differ materially from those projected. Such risks and uncertainties include, but are not limited to, general business conditions and other risks as outlined in the Corporation’s periodic filings, Annual Financial Statements, and Form 20-F.

- 30 -

FOR FURTHER INFORMATION PLEASE CONTACT:

Chai-Na-Ta Corp.
Wilman Wong
Chief Executive Officer/Corporate Secretary
(604) 272-4118 or (Toll Free) 1-800-406-7668
(604) 272-4113 (FAX)
E-mail:
info@chainata.com
Website: www.chainata.com



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