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):
December 16, 2011
SINO AGRO FOOD, INC.
(Exact name of small business issuer as specified in its charter)
Commission File No.
000-54191
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Nevada
(State or other Jurisdiction of
Incorporation or Organization)
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33-1219070
(I.R.S. Employer
Identification No.)
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Room 3711, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe County
Guangzhou City
P.R.C.
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510610
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(Address of Principal Executive Offices)
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(Zip Code)
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Issuer’s Telephone Number:
(860) 20 22057860
Not Applicable
(Former name or former address, if changed since last report.)
With Copies to:
The Sourlis Law Firm
Joseph M. Patricola, Esq.
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct: (732) 618-2843
Office: (732) 530-9007
Fax: (732) 530-9008
JoePatricola@SourlisLaw.com
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
The following discussion provides only a brief description of the Agreement described below. The discussion is qualified in its entirety by the full text of the Agreement, which contract components are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and are incorporated by reference herein.
On December 16, 2011, Sino Agro Food, Inc., a Nevada corporation (the “Company”), announced that the Company’s subsidiary entity, Enping A Power Fishery Development Co. Ltd. ("EAPF"), has executed a contract with Guangzhou Jinyang Aquaculture Co. Ltd. ("GJAC"), a modern and technology driven aquaculture company in Guangdong Province Peoples Republic of China.
GJAC specializes in nursery services and breeding of a number of high quality table fish such as Puff fish, Murray and Sleepy Cod. The Company operates over 164 acres of fisheries in the Pun Yu District of GuangZhou, PRC. The contract between GJAC and EAPF is for the supply of 500,000 sleepy cod ranging from 150g - 300g in 2012 and 800,000 sleepy cod in 2013. The contract also includes the supply of 250 tons of bait fish in 2012 and 500 tons in 2013.
Item 7.01 Regulation FD Disclosure.
On December 19, 2011, the Registrant issued a press release announcing the Enping A Power Fishery Development Co. Ltd. contract with Guangzhou Jinyang Aquaculture Co. Ltd., as described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report.
The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Current Report 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. 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. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
The information in this Current Report furnished pursuant to Items 7.01 and 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended. The furnishing of the information in this Current Report in not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Bait Fish Contract between Enping A Power Fishery Development Co. Ltd. and Guangzhou Jinyang Aquaculture Co. Ltd.
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10.2
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Sleepy Cod
Contract between Enping A Power Fishery Development Co. Ltd. and Guangzhou Jinyang Aquaculture Co. Ltd.
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99.1
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Press Release dated December 19, 2011
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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 thereunto duly authorized.
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SINO AGRO FOOD, INC.
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Date.: December 19, 2011
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BY:
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/s/ LEE
YIP KUN SOLOMON
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Lee
Yip Kun Solomon
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Chairman and Chief Executive Officer
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Exhibit 99.1
Sino Agro Food, Inc. Executes Supply Contract with Guangzhou Jinyang Aquaculture Co. Ltd.
GUANGZHOU, China, December 19, 2011 — Sino Agro Food, Inc. (OTCQB: SIAF.PK), an emerging integrated, diversified agriculture technology and organic food company with principal operations located throughout the Peoples Republic China (“PRC”), is pleased to announce that our subsidiary company, Enping A Power Fishery Development Co. Ltd. ("EAPF"), has executed a contract with Guangzhou Jinyang Aquaculture Co. Ltd. ("GJAC"), one of the most modern and technology driven aquaculture companies in the Guangdong Province PRC.
GJAC specializes in nursery services and breeding of a number of high quality table fish such as Puff fish, Murray and Sleepy Cod. The Company operates over 164 acres of fisheries in the Pun Yu District of GuangZhou, PRC.
The contract between GJAC and EAPF is for the supply of 500,000 sleepy cod ranging from 150g - 300g in 2012 and 800,000 sleepy cod in 2013. The contract also includes the supply of 250 tons of bait fish in 2012 and 500 tons in 2013.
Mr. Solomon Lee, Chief Executive Officer of the Company, stated, "With these supplies and additional supplies from alternative sources, we anticipate that Enping A Power Fishery will be able to produce a minimum of 500 Tons and 1,000 Tons of sleepy cods at minimum marketable weights of 500g /fish in year 2012 and 2013, respectively, thus eliminating part of the growing risk involved in the growing from baby fingerling to 300g per fish. The supplies are based on a fixed cost such that it will also eliminate the variation of the fish supply cost due to seasonal factors. Based on current wholesale prices, Enping A Power Fishery is targeting and projecting US$13.5 million and $27 million of fish sales for 2012 and 2013."
Sino Agro Food, Inc. is also currently working with a number of leading regional fishery and prawn culture operations in Guandong Province in order to secure additional down-stream support such as fingerling supplies, adult fish, formulated feed, medication and vaccines. These projects are expected to improve the Company's growing and breeding technologies as well as species specific improvements. By conducting these joint projects, Sino Agro Food's fishery operations are leading the development of sustainable, efficient and economical fishery operations in China aiming to provide sound commercial infrastructural bases to support the Company’s expansion program in building more RAS farms in PRC.
ABOUT SINO AGRO FOOD, INC.
Sino Agro Food, Inc. (“SIAF”) (
http://www.sinoagrofood.com
) and (
http://www.siafchina.com
) is an integrated, diversified agricultural technology and organic food company focused on developing, producing and distributing agricultural products in the Peoples Republic of China. The Company intends to focus on meeting the increasing demand of China’s rising middle class for gourmet and high-quality food items. Current lines of business include the manufacture and distribution of beef and lamb products, fish products, bio-organic fertilizer, stock feed and cash crops.
NOT A BROKER/DEALER OR FINANCIAL ADVISOR
Sino Agro Food, Inc. is not a Registered Broker/Dealer or a Financial Advisor, nor does it hold itself out to be a Registered Broker/Dealer or Financial Advisor. All material presented in this press release, on the Company’s website or other media is
not
to be regarded as investment advice and is only for informative purposes. Readers should verify all claims and conduct their own due diligence before investing in Sino Agro Food, Inc.
Investing in small-cap, micro cap and penny stock securities is speculative and carries a high degree of risk.
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.
FORWARD LOOKING STATEMENTS
This release contains certain “forward-looking statements” relating to the business of SIAF and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “believes, expects” or similar expressions. Such forward-looking statements involve known and
unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on SIAF’s current expectations and beliefs concerning future developments and their potential effects on SIAF. There can be no assurance that future
developments affecting SIAF will be those anticipated by SIAF. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. 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 may be required under applicable securities laws.
Contacts
Sino Agro Food, Inc.
CEO Mr. Solomon Lee
Phone: 86-20-22057860
info@siafchina.com
Investor Relations (US and Europe)
Mr. Chad Sykes
Chad.Sykes@sinoagrofood.com
