UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________
Date of Report (Date of earliest event reported):
January 19, 2016
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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000-54191 |
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33-1219070 |
(State of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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Room
3801, Block A, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe District
Guangzhou City, P.R.C. |
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510610 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (860) 20 22057860
Copies to:
Sichenzia Ross Friedman Ference LLP
621Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 DFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4
(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On January 19, 2016, Sino Agro Food, Inc.
(the “Company”) issued a press release regarding the Company’s receipt of approval for admission to trading
of its common shares on the OTC QX U.S. Premier tier, which is scheduled to commence on January 19, 2016. A copy of the Company’s
press release is attached hereto as Exhibit 99.1. The Company’s ticker symbol, SIAF, will not change.
The information contained in this Current
Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
The Securities and Exchange Commission
encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of
a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements,
which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form
8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such
as “expects,” “should,” “will,” and similar words or phrases. These statements are subject
to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of
this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information
presented within.
This information shall not be incorporated
by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation
FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise
publicly available.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit No. | Description |
| |
99.1 | Text of press release issued by Sino Agro Food, Inc. on January 19, 2016. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SINO AGRO FOOD, INC. |
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Date: January 19, 2016 |
By: |
/s/ LEE YIP KUN SOLOMON |
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Lee Yip Kun Solomon |
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Chairman and Chief Executive Officer |
Exhibit 99.1
Sino Agro Food Commences
Trading on OTCQX
January 19, 2016
GUANGZHOU, China-- Sino Agro Food, Inc. or the
“Company” (OTCQX: SIAF and OSE: SIAF-ME).
The Company is pleased to announce that trading
of its common shares commences at market open today, January 19, 2016 on the OTCQX®
Best Market in the U.S. under its existing ticker symbol "SIAF.” SIAF upgraded to OTCQX from the OTCQB® Venture
Market.
The OTCQX® Market is the top tier of the U.S.
over-the-counter markets operated by OTC Markets Group. 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 are 942 companies traded
on the OTCQB market and 98 companies traded on OTCQX U.S. Premier, of which only 17 are non-bank companies.
With OTCQX admission, OTC Market Group’s Blue Sky Monitoring
Service provides SIAF a customized daily audit of the Company’s compliance status in all 50 states. Blue Sky compliance is
mandatory for broker-dealers and registered investment advisors to solicit or recommend a security to investors.
The Company’s CEO Solomon Lee commented, “I am very
pleased to have our Company’s securities traded on the OTCQX U.S. Premier Market tier. Along with our recent admission to
the Oslo Bors’ Merkur Market, trading on OTCQX will improve the Company’s ability to attract institutional investors
from the U.S. and Europe. By meeting the stricter standards in each aspect of qualification for both venues, the Company creates
greater exposure to the investment communities on both sides of the Atlantic, offering improved accessibility and liquidity. We
are proud of our story, delivering solid and growing financial returns providing natural, sustainable protein foods in China.”
U.S. investors
can find current financial disclosure and Real-Time Level 2 quotes for SIAF on www.otcmarkets.com.
About Sino Agro Food, Inc.
Sino Agro Food develops and operates protein
food production facilities in the People’s Republic of China. The Company produces, distributes, markets, and sells sustainable
seafood and beef to the rapidly growing middle class in China. Activities also include production of organic fertilizer and produce.
The Company is a global leader in developing land based recirculating aquaculture systems (“RAS”), and with its partners
is the world’s largest producer of sustainable RAS prawns.
Founded in 2006 and headquartered in Guangzhou,
the Company had over 550 employees and revenue of $404M in 2014. Operations are located in the provinces of Guangdong, Qinghai,
Hunan, and Shanghai.
News and information are published on the Company
website (www.sinoagrofood.com), the Company’s Facebook page (www.facebook.com/SinoAgroFoodInc), and on Twitter
@SinoAgroFood.
Forward Looking Statements
This release may contain forward-looking statements
relating to the business of SIAF and its subsidiary companies. All statements other than historical facts are forward-looking statements,
which can be identified by the use of forward-looking terminology such as “believes,” “expects” or similar
expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated,
believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange
Commission. Forward-looking statements are based on SIAF’s current expectations and beliefs concerning future developments
and their potential effects on SIAF. There is no assurance that future developments affecting SIAF will be those anticipated by
SIAF. SIAF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required under applicable securities laws.
No Offer of Securities
None of the information featured in this press
release constitutes an offer or solicitation to purchase or to sell any securities of Sino Agro Food, Inc.
Contacts
Peter Grossman |
Erik Ahl |
Investor Relations |
Nordic Countries |
+1 (775)
901-0344 |
+46 (0)
760 495 885 |
info@sinoagrofood.com |
erik.ahl@sinoagrofood.com |