Current Report Filing (8-k)
January 26 2015 - 8:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event
reported): January 26, 2015
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact name of
registrant as specified in its charter)
Virginia |
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001-34024 |
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11-3588546 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1044 Northern Blvd.,
Roslyn, New York, 11576-1514
(Address of principal executive offices
and zip code)
(718) 888-1814
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER
EVENTS.
On January 26, 2015, the
Registrant (the “Company”) released a press release announcing the entry into a Memorandum of Understanding (the
“MOU”), by and between the Company and Rong Yao International Shipping Limited (the “Vessel Seller”), a Hong Kong
corporation, pursuant to which the Company agreed to acquire a small oil/chemical tanker (the “Vessel”) from the
Vessel Seller. The closing of the proposed Vessel acquisition will be subject to a number of closing conditions including,
but not limited to, the parties negotiating and entering into definitive purchase agreements, the Company obtaining, on terms
and conditions satisfactory to the Company, the financing necessary to pay all or the required cash portion of the purchase
price for the Vessel (which may include proceeds received from the Company from the sale of its securities and/or loans
from third parties), approval of the Board of Directors of the Company, satisfactory completion by the Company of its
due diligence related to the Vessel and obtaining all necessary consents, approvals and permits for the Company to acquire
and operate the Vessel. The MOU is not considered a material definitive agreement but management believes the news is likely
to be of interest to shareholders.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
Exhibits.
99.1 Press release dated January 26, 2015
Pursuant to the requirements of the Securities
and 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-GLOBAL SHIPPING AMERICA, LTD. |
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By: |
/s/ Lei Cao |
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Lei Cao |
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Chief Executive Officer |
Dated: January 26, 2015
Exhibit 99.1
Sino-Global Enters into Memorandum of
Understanding to Acquire a Small Oil/Chemical Tanker
NEW YORK, January 26, 2015 /PRNewswire/
-- Sino-Global Shipping America, Ltd. (NasdaqCM: SINO) (“Sino-Global” or the “Company”),
a shipping agency, logistics and ship management services company, today announced that it has entered into a Memorandum of Understanding
(the “MOU”), by and between the Company and Rong Yao International Shipping Limited, a Hong Kong corporation
(the “Vessel Seller”) pursuant to which the Company has agreed to acquire a small oil/chemical tanker
(the “Vessel”) from the Vessel Seller. Pursuant to the terms of the MOU, the purchase price for the Vessel
is RMB 65 million (or approximately US $10.5 million), which may be paid in any combination of cash, debt financing and/or the
issuance of securities of the Company to the Vessel Seller, that the parties so agree to in the definitive purchase agreement.
The following sets forth certain information provided by the Company, from the Vessel Seller regarding the Vessel:
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Vessel Name: |
Rong Zhou |
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IMO Number: |
9526708 |
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Classification Society: |
NK |
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Class Notation: |
Oil/Chemical Tanker |
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Year of Build: |
2010 |
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Builder/Yard: |
Zhejiang Chenglu Shipbuilding Co., Ltd. |
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Zhoushan City, Zhejiang Province, China |
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Flag: |
Hong Kong |
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Place of Registration: |
Hong Kong |
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Gross/Net Tonnages: |
8,818/4,464 |
Based upon discussions with the Vessel
Seller and the Company’s preliminary due diligence, the Vessel Seller has used the Vessel for commercial operations since
2012 by chartering the Vessel to various third party charterers for voyage charters in connection with the transportation by such
third party charterers of crude palm oil, olein, refined bleached deodorized palm oil and motor gasoline from ports in Indonesia
to ports in India and Bangladesh.
The closing of the proposed vessel acquisition
shall be subject to a number of closing conditions including, but not limited to, the parties negotiating and entering into definitive
purchase agreements, the Company obtaining, on terms and conditions satisfactory to the Company, the financing necessary to pay
all or the required cash portion of the purchase price for the Vessel (which may include proceeds received from the Company from
the sale of its securities and/or loans from third parties), approval of the Board of Directors of the Company, satisfactory completion
by the Company of its due diligence of the Vessel and compliance with and obtaining all necessary consents, approvals and permits
for the Company to acquire and operate the Vessel.
About Sino-Global Shipping America, Ltd.
Founded in the United States of America
in 2001, Sino-Global Shipping America, Ltd. is a shipping agency, logistics and ship management services company. The Company is
headquartered in New York with offices in China, Australia, Canada and Hong Kong. Its current service offerings consist of shipping
agency services, shipping and chartering services, inland transportation management services and ship management services. For
more information, please visit: www.sino-global.com.
Forward Looking Statements
No statement made in this press release
should be interpreted as an offer to purchase any security. Such an offer can only be made in accordance with the Securities Act
of 1933, as amended, and applicable state securities laws. Any statements contained in this release that relate to future plans,
events or performance are forward-looking statements that involve risks and uncertainties as identified in Sino-Global's filings
with the Securities and Exchange Commission. Actual results, events or performance may differ materially. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as the date hereof. Sino-Global undertakes no
obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect the
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
For more information, please contact:
Mr. Anthony S. Chan, CPA
EVP & Acting CFO
+1 718-888-1814
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