Sino Agro Food Inc (fka SIAF)

[The Swede]

Here is a transcript of the answers from Dan (23-39 min in to the call including what jyyoo alread transcribed).

At this stage we can now begin taking questions and we have Lilly asking the questions. Lilly you go ahead now any time.

Thank you Dan. The first question. Seeking clarification of Sino Agro Food interest in Triway, does the 36,6% interest include the (scrambled) ... after the conversion of that Triway no longer owe any money to Sino.

Okey, let me answer this question... I we can... this is very important, because I know there has been confusion, with regards to what is actually Sino Agro Food ownership or potential ownership in Triway. So the 36,6% figure comprise two components. The first component is the fair value of interest retained in Triway at the time of the carvout, which amount to 81.367.997 dollars that represent the 23,89% value owned in Triway. Then we have the equity interest in Triway as unconsolidated equity investee, which is comprised of 43.289.545 dollars, that is the 12,71%. So the total value, with that conversion in to the 12,71% equity happening here in Q4, brings the total value to 124.657.542 dollars, or 36,6%. Now, in addition to that Triway has outstanding loans payable to Sino Agro Food recorded as of now 14.538.987 dollar has to be paid in cash, there is no fixed repayment terms or interest on that, only again it's providing Triway the opportunity get the speed of the ground and operations going and cash flow then repayments to Sino Agro Food. Also there is the share post acquisition that accumulated profit owed to Sino Agro Food that is today 5.262.524 dollars, that to will eventually be paid to Sino agro food in cash. And I'm hoping to have these numbers posted on the web side, if you did not get the chance to write these numbers down you will have to opportunity to look at them again.

Ok. Thank you Dan. From past statement referencing 36,6% equity stake, is it correct that the option is effectively guarantied? What is the current status of the conversion? Since the anniversary date occurred two month ago, has the conversion take place such the Q4 income from Triway will be based on the 36,6% interest? If not, when will the conversion take place?

Short answer is, yes the conversion has taken place. It occurred on the anniversary date Oct 5 this year. And it instructed Triway decision to take up additional shares and had been reserved and registered, for the option for Sino Agro Food had been executed. Now Sino Agro Food has officially taken up the 12,71% additional ownership. And I also want to make sure that I point out that Triway will remain a private company and will not go public until the allocation of shares from Sino Agro Food to its shareholder is finalized.

Ok.

Hopefully that answers your question.

Ok. Can you please explain the status of the F1 process and the effect on if and when the triway dividend can or will be announced. Are there any other means being considered of any expectations of when the -x date will be announced or when the board of directors will be announced.

hummm. This is a little bit of a length answer, and the reason is that because there are different variable that has to be taken in consideration. As of any dividend distribution of repaid created funds to the US, you have to considered that any dividend that we will pay from Sino Agro food, even in the form of shares is considered is considered repaid created funds back in to the states. With that comes a tax liability. And that tax liability is currently 35% of corporate tax on profit that is repaid created back in to the states. Now just to make this not to complex, technically we had a gain of disposal of about of 57 million dollars. If we are going to, as have been talked about, providing shareholders of Sino agro food ownership in triway, half of that 57 million has to be considered as profit that is taxable at the rate of 35%. So if you take 57 divided by to , multiply that by 35%, you are going to be around a 10 million tax liability that would be incurred in the year of the distribution, so if it occurs in the year 2018, that means that the tax is going to be payable by mars 2019. You also have to keep in mind that the 57 million was the fair market value on October 2016, so any increase that has occurred between that time and the time of the distribution, also the half of that amount then will be taxable. So now you are going to have an additional tax on to of this based on the increase in value in Triway that has occurred. Now let me just say that the company is currently reviewing an alternative means to distrubute triway and shipped to its shareholders that either will help reduce the overall tax burden that ...... in, or potentially eliminate the tax liability all together. One more point to keep in mind is that the current tax that I'm sure most people has heard about on the news what have been debated in congress. If that is passed, right now it will then reduce that 35% tax down to 10 to 14%. So that is an example that would reduce the liability from 10 million down to 3-4 million. Now that... anyone want to encourage tax liability that obviously allot more doable in that respect when it comes to having to pay that at any certain time. Any offshore US company decision as to when and how much its profit distributes to its shareholders must incorporate this tax liability issue. And then its ability to pay that tax when it becomes due. This is going to continue to be a determining factor in our decision is to how dividend distribution is being conducted. Regardless the company is intend on issuing a portion of direct ownership, passed on to its shareholders, and we keep you..... and advances and decisions are made in that arena.

Ok. Next question. In the recent quarterly results release the following was stated. "we are confident that the pace of revenue growth will rapidly accelerate once Tri-way secures adequate debt financing. The process to secure this funding has made significant progress, the details of which will be made public once the funding is secured and its closing in place.". The question is- Can you elaborate on what significant progress means. Can you provide any more of your confident that debt financing will be obtained and what rages of amount and time.

Well, I'm always reluctant to provide a timeframe because the banks are the one who draw the timetable. We do what we are asked to do, we provide what is necessary, we meet with who we need to, and in the end we work after their schedule. As for what constitute significant progress, there has been. Tri-way has submitted all relevant documents now to 5 lending institutions which have formed a syndicated bank facility, probably better known as a syndicated loan. And Tri-way’s principles have met with each of the bank’s CEOs, they’ve settled on a lending structure consisting of X number of dollars per each vehicle and the vehicles namely are stand by letter of credit, trust receipt, and a line of credit. Which all total just under $100M USD as of right now. And again this is based on what the 5 bank’s willingness to spread the risk are willing to accept. Now the reason why Tri-way has taken this approach is because of the size of the loan and by allowing lenders to spread their risk allows Tri-way the opportunity to secure the higher dollar amount especially in light of the fact that Tri-way’s collateral resources are very limited. Our assets are primarily on Chinese owned land. In the U.S. that is obviously different but with respect to what the company has built, unfortunately much of that is not available to be used as collateral against these loans but we still have a lot going on which is providing the security needed by these 5 institutions to take this process further. The lead bank in coordination with each of the 4 bank creditors has already performed their due diligence, as you’ve seen we’ve had the D&B review and other due diligence, legal and otherwise. And they’ve already submitted their proposal to their board of directors which has deliberated the proposal and submitted a follow-up request for Tri-way’s 2017 audit. Now remember Tri-way’s fiscal year ends September 30th. And the independent audit, just to let you know, has been completed, it was completed this past week. And now it’s been submitted to the lead bank for further review. Since all creditors are working in conjunction with the lead bank, the proposal once having met the conditions and approval of the lead bank’s board of directors, it is then taken to the other 4 creditors for final consideration. That for all intents and purposes is to review and endorse the lead bank’s recommendation on the loan. Considering again that since all 5 banks have been working in concert throughout the process, the final proposal under consideration by the lead bank has already met whatever conditions each of the other 4 banks require to approve final sign off on the loan. This is the most recent update that I can provide so far and as usual we’ll provide details of the debt financing once the funding is secured and closing is in place.

Ok. Thank you Dan. next question. What is going on with fish farm 2 and how will the fish pond work 18 million be settled.

We still have the property. But the land is not suitable for further development of APM or ODRAS systems. Due to the swamping conditions of the land it cost too much to develop. We might eventually find someone to take the land because of nearby industrial development going on and reaching maturity. If we are not going to find a buyer to pay for all the invested capital we may sell it for less or write of part of the capital investment. We still have time to discover our best option, since its lite capital to maintain it in the meantime, it affords us a bit more time before final decision of disposal actually has to be made.

Ok. When do you expect to hold an annual general meeting?

Well we actually had intended to conduct the meeting this month... though, I'm not sure if individually has kept up, but we had a couple of amendments 10K's most of recently on the SEC EDGAR website. SEC goes with every public traded company, performs a tri-annual review every three years. And ours are still underway, and after consoling with our legal advisor we decided to delay the annual meeting until the reviews completed any adjustments to the 10K or there are any further being to be made are necessary. The reason is that a copy of that 10K as well as the proxy is mailed out to the shareholders. So in order to officially have the 10K for 2016 which is again this is an annual meeting for 2016 report. For that to corrected accurate we need to make sure that it's ....... comply with any adjustments necessary required or requested by the SEC. So that's where we are with that. We are hoping we get this matter settle in the near term, we still have comments which we have to get ready to get our next set sent back to the SEC. There aren’t many, just a handful, but again we haven't got our final final yet. So that is why the delay.

Do you believe that the collateral shares has been traded in the market? Do you expect the level of collateral shares to reduce over time either by repayment or replacement of another form of debt, reduced need or because Sino agro food share price recovers.

Well, you know. I'm asked and we are asked this question each quarter and again, once those shares are in the hands of the lenders there is nothing that can be done that say that they cannot act of them on some form of fashion. What we also state it emphatically is that those has to be made available back to the company once the loan payment is made. Have already gone through this process on three different occasions and have the shares returned. So if they are selling shares or if the shares are being sold short and they could be. They will have to have their shares made availed once that loan is repaid. Meaning whatever the market price is over the prevailing price is at the time is what they will end up with having to buy out of the market in addition to any dividends which is payed, this will have to be returned back to the company for the equal amount that we distributed for the shares they may have sold in to the open market. Now we have done a formal analysis on this question and we may post a memo to that effect on the website that will allow shareholders to answer this question to them self objectively. Again I'm not sure if we are able to cover all the basis when it comes to this matter but we lay it out there, timetables and what have you, just to give a sense as to structural what has occurred and potentially shareholders may be able to interpret, maybe same as us, maybe differently than us to what might be accruing at different points in time. In regards to our share price, there are complicated issues to answer even with accurate assumptions, however we believe our share price, at least I believe they bottomed and the chances for upside is good.

If I get bored I might transcribe the rest later. There was lots of good info in this call.