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ITEM 7.01
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REGULATION FD DISCLOSURE.
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On October 5, 2018, Tri-way Industries
limited (“
TRW
”), a Hong Kong company in which Sino Agro Food, Inc. (the “
Company
”) owns a
minority interest, inadvertently issued a press release regarding a proposed distribution (the “
Distribution
”)
of its shares to the Company’s shareholders (the “
First Release
”). A copy of the First Release is attached
hereto as
Exhibit 99.1
.
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 (the “
Oslo Market
”) under the symbol “SIAF-ME.” The Company’s common stock trades
on the OTC QX under the symbol “SIAF.” As required by the rules of the Oslo Market, on October 8, 2018, the Company
issued an announcement through the Oslo Market (the “
Second Release
”) summarizing the contents of the First
Release. A copy of the Second Release is attached hereto as
Exhibit 99.2
. The Second Release included the First Release
as an attachment thereto.
On October 30, 2018, the Company issued
another announcement regarding the purported Distribution through the Oslo Market (the “
Third Release
”). A copy
of the Third Release is attached hereto as
Exhibit 99.3
.
On November 7, 2018, having been made aware
that the Distribution could not proceed as originally planned, TRW prepared a press release to be issued modifying its original
plans regarding the Distribution and withdrew the related record date (the “
Fourth Release
”). A copy of the
Fourth Release is attached hereto as
Exhibit 99.4
.
On November 7, 2018, the Company again
issued an announcement through the Oslo Market, which referred to the Fourth Release as an attachment thereto (the “
Fifth
Release
”). A copy of the Fifth Release is attached hereto as
Exhibit 99.5
. While TRW intended to issue the Fourth
Release prior to the announcement of the Fifth Release, the Fourth Release was not in fact published until later on November 7,
2018.
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.
The information in this Current Report
on Form 8-K furnished pursuant to Items 7.01 and 9.01 shall not be deemed “filed” for the purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that Section. 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.