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): August 19, 2014
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.) |
136-56 39th Avenue, Room #305
Flushing, New York 11354
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 August 19, 2014, the Registrant released a press release announcing the entry into an agreement to acquire all of the equity of Longhe Ship Management (Hong Kong) Co., Limited from Mr. Deming Wang. The acquisition is expected to close in the near future, upon completion of customary closing conditions. The acquisition is not considered a material definitive agreement but management believes the news is likely to be of interest to shareholders.
In the same press release, the Registrant announced that it has hired Mr. Africa Li to serve as the Registrant’s Chief Technical Officer. Mr. Li has more than thirty years of experience in the shipbuilding and management industries and currently serves as assistant to Mr. Deming Wang’s enterprises. Mr. Li’s primary responsibilities will be to support the Registrant’s efforts to develop expertise in the ship management industry.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
99.1 Press release dated August 19, 2014
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.
| Dated: August 19, 2014 | SINO-GLOBAL SHIPPING AMERICA, LTD. |
| By: | /s/ Lei Cao | ||
| Name: | Lei Cao | ||
| Its: | Chief Executive Officer | ||
EXHIBIT INDEX
Exhibits.
99.1 Press release dated August 19, 2014
Exhibit 99.1
Sino-Global Shipping America, Ltd. Acquires Ship Management Company and Appoints
New Chief Technology Officer
NEW YORK, August 19, 2014 /PRNewswire/ -- Sino-Global Shipping America, Ltd. (NasdaqCM: SINO) (“Sino-Global” or the “Company”), an international shipping agency and logistic services provider, today announced that it has executed an agreement to acquire all of the equity of Longhe Ship Management (Hong Kong) Co., Limited (“LSM”), in a move to broaden Sino-Global’s service platform and gain expertise in the ship management business. In connection with the acquisition of LSM, Sino-Global appointed Mr. Africa Li, who has more than 30 years of experience in the shipping industry, as its new Chief Technology Officer.
Sino-Global’s agreement to acquire all of the equity of LSM from Mr. Deming Wang will result in the issuance of up to 200,000 shares of Sino-Global’s common stock to Mr. Wang as payment for LSM, depending on the net income of LSM from July 4, 2014 through December 31, 2014. The agreement is expected to close in the near future, subject to certain conditions, including the obligation of Sino-Global to notify the NASDAQ Capital Market and, if necessary, request shareholder approval for such issuance prior to completion of the transaction.
Sino-Global has also appointed Mr. Africa Li as its new Chief Technical Officer. Mr. Li served as the assistant to the president (Mr. Deming Wang) of Qingdao Zhenghe Shipping (Group) Co., Ltd. from May 2010 through present. Before that, from August 1982 through April 2010, Mr. Li was a shipbuilding supervision engineer and ship management technical supervisor for Qingdao Marine Shipping Company.
Mr. Lei Cao, Chief Executive Officer of Sino-Global, said, “We are excited to enter into the ship management business and look forward to combining our experience managing shipping logistics and serving as a shipping agent with expertise of LSM in managing ships. Our cooperation with Mr. Wang and his shipping-related companies in recent months has now allowed us to expand into serving commercial ships even more directly. We look forward to Mr. Li joining our team and bringing to Sino-Global a career dedicated to shipping industry for more than thirty years.”
Mr. Deming Wang echoed Mr. Cao’s thoughts, “I am pleased to continue to strengthen Zhenghe’s and my relationship with Sino-Global, particularly as Sino-Global expands its footprint and service capabilities along the value chain of the shipping industry.”
About Sino-Global Shipping America, Ltd.
Founded in the United States of America (“US”) in 2001, Sino-Global Shipping America, Ltd. is a Virginia corporation with its primary US operations in New York. The company provides its customers with comprehensive yet customized shipping agency, shipping and chartering, and inland transportation management services. As a general shipping agent, the Company serves ships coming to and departing from a number of countries and regions, including China, Australia, South Africa, Brazil, New Zealand, and Canada. It has signed strategic agreements with Qingdao Zhenghe Shipping (Group) Co., Ltd. to jointly explore mutually beneficial business development opportunities; the China United Tally Co., Ltd. to develop third-party verification services at ports in China; and China Ocean Shipping Agency to develop their shipping agency business in China and internationally. 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
Executive Vice President and Acting CFO
anthony@sino-global.com
+1 718-888-1814