Sino Agro Food Inc (fka SIAF)

[Emilez]

To avoid further misunderstandings I will post the IR answer almost in full. I probably used wrong wordings in my previous post.

Reply 1

I am told that the impetus for the change was to comply with regulations with respect to having shares available to cover the ECAB convertible loan contingencies. Rather than raise the share count regularly to account for this -- even though it might not necessitate share issuance in the future either -- the Company decided to do it all at once.

Again as you point out, the following provisions in the filing are important:

1) At present, the board of directors has no plans to issue the additional shares of Common Stock authorized by the Amendment.

2) The board of directors believes that the increase in our authorized Common Stock will provide us with greater flexibility with respect to our capital structure for purposes including stock based acquisitions.

3) We could also use the additional shares of Common Stock that will become available pursuant to the Amendment to oppose a hostile takeover attempt or to delay or prevent changes in control or management of our company

Reply 2

Please reread my answer, as there seems to be some confusion.

Shares available does not mean they will be issued or used for any purpose. In fact the Board specifically said it has no plans to issue additional shares. The option to convert is ECAB's. That does not mean they will convert. In fact, they have only small windows. Nonetheless, as I said:

I am told that the impetus for the change was to comply with regulations with respect to having shares available to cover the ECAB convertible loan contingencies. Rather than raise the share count regularly to account for this -- even though it might not necessitate share issuance in the future either -- the Company decided to do it all at once.

The following provision in the filing is important:

1) At present, the board of directors has no plans to issue the additional shares of Common Stock authorized by the Amendment.