Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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By action taken as of December 31, 2018,
the Board of Directors (the “Board”) of Sino-Global Shipping America, Ltd. (the “Company”) and the Compensation
Committee of the Board (the “Committee”) approved (i) an increase in the annual salaries of Lei Cao, Chief Executive
Officer, Tuo Pan, acting Chief Financial Officer, and Zhikang Huang, Chief Operating Officer (the “C-Level Executives”),
effective January 1, 2019, and (ii) a one-time award of a total of 950,000 of the common stock from the shares reserved under
the Company’s 2014 Stock Incentive Plan (the “Plan”) to the C-Level Executives, Chief Technology Officer, Yafei
Li and the following members of the Board for their valuable contributions to the Company in fiscal 2018: Jing Wang, Tieliang
Liu and Bradley A. Haneberg, effective December 31, 2018.
The Board and the Committee determined that
(i) the Company’s Chief Executive Officer, Lei Cao, is entitled to a base salary increase from $180,000 to $260,000, (ii)
the Company’s acting Chief Financial Officer, Tuo Pan, is entitled to a base salary increase from $60,000 to $100,000 and
(iii) the Company’s Chief Operating Officer, Zhikang Huang, is entitled to a base salary increase from $100,000 to $150,000.
The Company entered into an updated employment agreements with the respective C-Level Executives, to document the increased base
salaries and the conforming updates regarding the severance payment, among others. A copy of such updated agreements are filed
as exhibits to this report and are herein incorporated by reference.
The Committee recommended and the Board
determined to make the following stock grants under the Plan (i) Chief Executive Officer, Lei Cao, is entitled to a one-time stock
award grant of 400,000 shares, (ii) acting Chief Financial Officer, Tuo Pan, is entitled to a one-time stock award grant of 140,000
shares, (iii) Chief Operating Officer, Zhikang Huang, is entitled to a one-time stock award grant of 180,000 shares, (iv) Chief
Technology Officer, Yafei Li is entitled to a one-time stock award grant of 80,000 shares, (v) Board member Jing Wang is entitled
to a one-time stock award grant of 50,000 shares, (vi) Board member Tieliang Liu is entitled to a one-time stock award grant of
50,000 shares and (vii) Board member Bradley A. Haneberg is entitled to a one-time stock award grant of 50,000 shares.
The grants
described above were made on the terms of the Company’s Form of Plan Stock Award Agreement, as amended and previously filed
as Exhibit 10.1 to the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2016.