SINO Sino Global Shipping America Ltd

 

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): September 24, 2015

   

SINO-GLOBAL SHIPPING AMERICA, LTD.

(Exact name of registrant as specified in its charter)

  

Virginia	001-34024	11-3588546
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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.

 

Sino-Global Shipping America, Ltd. (the “Company” or “Sino-Global”) previously issued a press release announcing and filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K dated April 10, 2015 and filed with the SEC on April 13, 2015, reporting that on April 10, 2015 the Company entered into an Asset Purchase Agreement dated April 10, 2015 with Rong Yao International Shipping Limited, a Hong Kong company (the “Vessel Seller”) regarding the acquisition (the “Vessel Acquisition”) of an 8,818 gross tonnage oil/chemical transportation tanker called the “Rong Zhou” (the “Vessel”).

 

As previously reported on a Current Report on Form 8-K dated May 20, 2015 and filed with the SEC on May 22, 2015, pending completion of the Vessel Acquisition, the Company’s Board of Directors approved the Company’s entry into time-chartering arrangements to facilitate the transition of the management and operation of the Vessel. Pursuant to the time chartering agreements, the Vessel Seller time-chartered the Vessel to the Company for a two-year period, and the Company time-chartered the Vessel to a third-party charterer (the “Charterer”) also for a two-year period, with both time chartering agreements commencing on May 20, 2015. Under the terms of the chartering agreements, the Charterer will pay the Company $7,500 per day, and the Company will in turn pay to the Vessel Seller $3,500 per day.

 

On September 24, 2015, the Company issued a press release announcing that it has been appointed by the Vessel Seller to oversee the ship management operation for the Vessel, and that such appointment by the Vessel Seller is intended to allow for a smooth transition of the eventual ownership of the Vessel to Sino-Global. In addition, Sino-Global announced that it has reached an agreement with the Charterer pursuant to which Sino-Global will become the exclusive general shipping agent for the Vessel. The Company believes that this agreement allows Sino-Global to maximize its service opportunities from the Vessel, including chartering, shipping agency and ship management services. Given its role as an overseer of the ship management operation for the Vessel Seller, Sino-Global is no longer required to remit the $3,500 per day chartering fee to the Vessel Seller but will be responsible for the review, approval and payment of related vessel operating expenses. Sino-Global plans to handle all related ship management duties via its existing ship management service platform in Hong Kong. The Company believes that the new general shipping agency services will generate revenues to Sino-Global of approximately $0.5 million in fiscal year 2016, which revenue is US dollar denominated.

 

A copy of the press release is attached to Current Report on Form 8-K as Exhibit 99.1 and should be read in conjunction with this Current Report on Form 8-K.

 

Forward Looking Statements

 

This report includes certain forward-looking statements that are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond Sino-Global's control. Actual events and results may differ materially from those anticipated if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: prevailing market conditions; changes in general market, economic, regulatory and/or industry conditions; and other risks referenced from time to time in the Company’s filings with the SEC. We undertake no obligation to update or revise for any reason any forward-looking statements made by us on our behalf.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibits.

 

99.1 Press release dated September 24, 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.

 

	SINO-GLOBAL SHIPPING AMERICA, LTD.
	By:	/s/ Lei Cao
		Lei Cao
		Chief Executive Officer

  

Dated: September 24, 2015

 

 

 

Exhibit 99.1

 

SINO-GLOBAL APPOINTED TO OVERSEE SHIP MANAGEMENT OPERATION AND

 

NAMED EXCLUSIVE GENERAL SHIPPING AGENT FOR “RONG ZHOU”

 

New Shipping Agency Services Agreement Expect to Generate Annual Revenues of $0.5 Million

 

NEW YORK, NY – September 24, 2015 - Sino-Global Shipping America, Ltd. (NASDAQ CM: SINO) ("Sino-Global" or the "Company"), a Virginia company engaged in shipping, chartering, logistics and related services, today announced that the Company has been appointed by Rong Yao International Shipping Limited (the “Vessel Seller”) to oversee the ship management operation for the 8,818 gross tonnage oil/chemical transportation tanker, the "Rong Zhou" (the "Vessel"). Such appointment by the Vessel Seller is intended to allow for a smooth transition of the eventual ownership of the Vessel to Sino-Global. Currently, the Vessel trades in connection with the transportation of olein and refined bleached and deodorized palm kernel oil from ports in Indonesia to ports in Mainland China. The Vessel has recently completed its scheduled special survey and its NK classification inspection, and is en-route to its next destination.

 

In addition, Sino-Global has reached an agreement with the third-party charterer of the Vessel (the “Charterer”) pursuant to which Sino-Global will become the exclusive general shipping agent for the Vessel. The Company believes that this agreement allows Sino-Global to maximize its service opportunities from the Vessel, including chartering, shipping agency and ship management services. Based on available information, the Company believes that the new general shipping agency services will generate revenues to Sino-Global of approximately $0.5 million in fiscal year 2016. All revenues to be received by the Company from the shipping agency services related to the Vessel are US dollar denominated.

 

As previously reported by the Company, in May 2015 the Vessel Seller time-chartered the Vessel to Sino-Global for a two-year period, and Sino-Global, in turn, time-chartered the Vessel to the Charterer for the same two-year period. Under the terms of such chartering agreements, the Charterer will pay Sino-Global a chartering fee of $7,500 per day, and in turn, the Company will pay the Vessel Seller a chartering fee of $3,500 per day. Given its role as an overseer of the ship management operation for the Vessel Seller, Sino-Global is no longer required to remit the $3,500 per day chartering fee to the Vessel Seller but will be responsible for the review, approval and payment of related vessel operating expenses. Sino-Global plans to handle all related ship management duties via its existing ship management service platform in Hong Kong.

 

Mr. Lei Cao, Chief Executive Officer of Sino-Global, said, “We welcome the service appointment from the Vessel Seller, as it is a testament of the Vessel Seller’s commitment towards Sino-Global's eventual ownership of the Vessel. Having the opportunity to oversee the Vessel’s ship management operation now will allow us to ensure a smooth transition upon closing with a continued commitment towards efficient cost management. In addition, we are very excited about this new general shipping agency service agreement with the Charterer as it gives us a tremendous opportunity to optimize our operating cash flows and increase our shipping agency revenues in fiscal year 2016."

 

About Sino-Global Shipping America, Ltd.

 

Founded in the United States in 2001, Sino-Global Shipping America, Ltd. is a company engaged in shipping, chartering, logistics and related services. We are headquartered in New York with offices in Mainland China, Australia, Canada and Hong Kong. Our 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.

 

 

Exhibit 99.1

 

Forward Looking Statements

 

Any statements and/or other information contained in this release that relate, directly and/or indirectly, to future plans, events or performance of the Company are forward-looking statements that involve risks, and uncertainties some of which are identified in Sino-Global's filings with the Securities and Exchange Commission.  Actual results, events or performance of the Company and such other about mentioned events 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 or otherwise disclose the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

For more information, please contact:

 

Mr. Michael Porter, President
Porter, LeVay & Rose
212-564-4700
mike@plrinvest.com