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EuroChina Capital Convertible Note:
On August 29, 2014, the Company completed the closing of a private placement financing transaction with an accredited investor, which purchased a 10.5% Convertible Note in the aggregate principal amount of up to $33,300,000. The Company shall offer investor a discount equal to 25% of the amount of the principal advanced by the investor.
Interest on the note shall accrue on the outstanding principal balance of this Note from August 29, 2014. Interest shall be payable quarterly on the last day of each of March, June, September and December commencing September 30, 2014 provided, however, that note holder may elect to require the Company to issue to the note holder a promissory note in lieu of cash in satisfaction of any interest due and payable at such time. Any interest payment note shall be subject to the same terms as the note. The note has a maturity date of February 28, 2020.
The note is convertible, at the discretion of the note holder, into shares of the Company’s common stock (i) at any time following an Event of Default, or (ii) for a period of thirty (30) calendar days following October 31, 2015 and each anniversary thereof, at an initial conversion price per share of $1.00, subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar transactions and subject to the terms of the note. As long as the note is outstanding, the investor shall have a right of first refusal, exercisable for thirty (30) calendar days after notice to the note holder, to purchase securities proposed to be offered and sold by the Company.
The Company and the Note holder agreed to enter into a restructuring agreement regarding the settlement of the Note. The reasons for seeking the settlement consisted of a) the Company seeking an early pay-off on the Note so as to limit the amount of total debt service required if the Note were to run through term (the principal and the accrued but unpaid interest amounts outstanding under Note being reduced by $19,096,347 as a result of having this early payoff adopted); b) the additional cost of the Note running through full-term and its impact on the Company’s ability to repay the full debt plus interest upon its due date in 2020; and c) the depreciation in share price having curtailed any value for the Note holder to accept the amount of accrued interest to date into shares of common shares and the viability of exercising their option to convert any portion of the Note’s principal and future interest into SIAF common shares at $9.90 per common share (terms of the original Note) considering that the market had not been reacting more favorably toward the stock over an extended period of time while leaving little indication that there would be any reversal in this trend for the foreseeable future.
Both parties have agreed to restructure the indebtedness represented by the Note, as follows: (a) SIAF issues 5,196,333 shares of its common stock at $3.00 per common share and the transfer of 400,000 common shares of Tri-way Industries Ltd. to the Note holder; and (b) SIAF executes a new promissory note in the principal amount of $15,589,000 to the Note holder to be paid in installments over a period of time. However, both parties remain open to negotiate an all-cash settlement of the Note.
The Company feels that this arrangement serves its shareholders’ best interest by reducing the overall cost of the Note to the Company had it been carried out to full-term.
Sell before Q reports and buy before the CC have been a smart move in the past, even if the report has been good. We'll see if we get any of the answers we need. I bet we will have another article in the Norwegian newspaper on Friday.
Yeah, I wish I could press ignore, but I have already reached my maximum of (5) ignores for this board.
If you would have read my posts here for the last 3 years then you should know that I haven’t really been looking up to Solomon nor writing all good things about him and the company, but it’s clear to me that you are very similar to joe. Go on and on and blame on others for your own bad investment decision.
Try to take it as a man and make some money elsewhere instead of whining. You should look into Netflix, amazon and google instead. (Diversify could be smart)
Not saying that everyone in here doesn’t have the right to say bad stuff about this stock or the management, because they have all the rights to do so and it’s truly well deserved, but you are only spamming non informative nonsense 5 times a day.
Tremendous volume here today.. Report day :)
What a sucker believes in this!!!!
f we are unable to pay the Tri-way stock dividend to our shareholders by July 1, 2018 then RD will not be amused
I don't think you understand. The stock is dead already.
I think at this point to actually get the TRW dividend would probably be a death sentence to the share price in siaf, a lot of people would start selling their shares in siaf and take down the risk a bit.
Well, everyone got fooled thanks to him too.
I wouldn’t be super surprised if it was them, they might be looking for a better deal to get a lot more shares than they have at the moment. It’s less than 2 year left for siaf to pay those 24? Million dollar back, + other loans.
For sure, 3 years of pain now. He have had many weeks of helping the company and get more transparent during that time. I bet if the bad news got out at 10 bucks we wouldn’t have seen this 98% decrease.
Idk if I would call it a hit-piece more like get your shit together we’re starving statement.
okay good, then they're on it. :)
Btw, The initial conversion price is USD 12.00, isn't that a bit cheap? Should be about 25% of the value right now?
Yeah, I look forward to be digging into the annual report a bit more, I feel a bit behind since I mostly have been looking at the overall figures.
No it's dirty cheap, that's for sure. I just want to know the whole picture
Figured, I think we should still ask about the US loan..
On August 29, 2015, TRW issued negotiable promissory notes to three fund companies and one individual for $3,450,000 with SIAF acting as guarantor for repayment.
• Issuer: Tri-way Industries Limited (“TRW”)
• Principal amount: $3,450,000
• Interest rate 2.50% per month on principal amount. Interest shall be calculated on the basis of a 30/360 day count convention
• Default interest rate 15% per month on principal amount. Interest shall be calculated on the basis of a 30/360 day count convention
• Interest payment Accrued interest on the principal amount shall be paid by cash in arrears on each interest payment date
• Repayment date: Repaid in full within 120 calendar days from the issue of notes
• Security: Corporate guarantee by the Company
• Conversion option: Noteholder can exercise at any time from and including the day falling 60 calendar days from the date of the notes, upon the noteholder giving not less than 5 business days prior written notice to TRW and the Company, the principal amount shall be converted into shares of the Company. The TRW may at their own discretion choose to settle such conversion option with newly issued shares or existing shares, at their sole discretion. The initial conversion price is USD 12.00. In the event of a dividend, share split or consolidation or spin-off (each a “Corporate Event”) of the Company, the conversion price shall be adjusted to provide the same economic value to the noteholders as if such a Corporate Event did not occur.
20
Since SIAF has assumed all accrued liabilities of Tri-way in exchange for equity holdings in the company, two NCP Notes were transferred to SIAF on September 30, 2016 amounting to $1,013,397.00 payable on or before 31.03.2017 (includes principal and accrued interest to 31.03.2017), and the other amounting to $669,129.00 (principal) at 5% interest, repayable on or before July 31, 2017.
Idk if I misunderstood it, could you take a look?
I updated the post, where did all the money go, I can't really figure it out. I guess we know more after the Annual report.
Not that it matters too much maybe but do you think they are paying 15% interest rate now per month on the loan they "extended"?
If this is the case they're in more trouble than I expected. We should ask about this!
• Default interest rate 15% per month on principal amount. Interest shall be calculated on the basis of a 30/360 day count convention
The loan towards ECAB was at 21.3 million at the beginning of 2017?
Where did all the operational cash go? They made some money during 2017 and TRW got the working capital loan of ?$11.2 MIllion? And TRW paid siaf some money.
The boiler couldn't have been that expensive, maybe a million at the most and still siaf couldn't pay off barely any loans. Two different companies but still.
They need every penny to get it started so I would say for book value even.
As soon as they’re able to build more farms siaf will make money, otherwise we will just see them struggling. I’m a bit worried about what ECAB will continue to do to the company. If they’re keep adding shares for each year. $2.2 million dollars at this SP will dilute the company rather fast.
Well they have been issuing some shares this year as well, which almost should be criminal. We’re trading where we are trading because of bad judgments.
If they're not able to get that loan within a month then I definitely think they should consider to sell half of TRW for NTA 1 (100% more shares) and get some cash into it, Siaf should be able to convert their shares so it wouldn't impact Siaf too much. Siaf would make much more money faster in consultant fees and revenues if TRW has cash and grows faster, it will for sure benefit everyone.
I think it would be easier to sell half of TRW than to get a loan at this stage, and if someone takes a big portion of TRW we will most likely also get a BOD member who is experienced for once and are able to speed things up a bit, which would be worth a lot.
You might be right
I think we will see the report tonight.
Yeah something happened, the explanation was “too much paperwork”
It's insanely cheap, we just need to get some good news, some buyers and stop the manipulation/dumping.
nope.. they always bring it up in the end of the day, we have merkur..
It'll close around at 62-63 cents today if no retail is putting out a larger sale order.
It's all about getting things done here, these sellers can do whatever they like with the SP as long as nothing new happens.
It will all go very quickly up as soon as something good realizes tho. I do agree with you about the stock valuation, it's totally ridiculous. We need new buyers and institutions.
nope...
I can't say that I am surprised about today, if this will continue we will see $0.25 in a couple of weeks, Siaf really needs to receive that loan and start giving dividends or at least come with some great news ASAP.
I agree, this is what he should be focusing on.
It almost appears like he only wants them to become more transparent with everything. Why would he give a prediction of 50 million in profits for this year. Makes no sense if his only intention was to take siaf down.
I guess there will be more articles, hopefully the next one will be about compensation. The response to that article could be interesting.
Fredly could have told the market about much worse things that have happened in the past, half this board would have done a better job if their job was to take siaf down.
These vultures will take it up in the end of the day anyway, It’s for tomorrow I’m worried about.
There's still some buyers at merkur at least
Those vampires are back on the ask again, I think they will start selling around 1pm EST.
Someone has been buying a lot of shares on Merkur as well during the last 2 years. I don't think it's just Avanza and Nordnet who's been piling.
And why is he spreading confidential material?
I don't really understand if he is trying to pump the stock or what he's trying to do.