Sino AG — Capital/Financing Update 2017

Jan 17, 2017

Sino Agro Food Provides Updates on the Restructuring of its Aquaculture Business

Sino Agro Food Provides Updates on the Restructuring of its Aquaculture Business

GUANGZHOU, China-- Sino Agro Food, Inc. (OTCQX: SIAF | OSE: SIAF-ME) (or the

"Company"), an agriculture technology and natural food company that produces and

sells protein food including seafood and cattle, on behalf of its wholly owned

subsidiary Tri-way Industries Ltd. ("Tri-way"), today announced it has completed

important legal due diligence and made meaningful progress toward the

restructuring, carve-out and subsequent spin-off of the Company's aquaculture

operations into an independent, publicly traded company.

The completion of this legal due diligence represents a significant milestone in

the Company's strategic plan, allowing it to move forward with the carve-out and

spin-off of its aquaculture assets. The lead advisor for the planned IPO of the

aquaculture business has accepted all legal opinions related to the below items.

1)     JFD registered as a Wholly Foreign Owned Enterprise of Tri-way

The operating company of Aqua Farm 1, Jiangmen City A Power Fishery Development

Co. Ltd. ("JFD") has been registered as a Wholly Foreign Owned Enterprise

("WFOE") of Tri-way by the Authorities of PRC Business Registration. Thus,

shareholders of Sino Agro Food, Inc. are legally eligible to own shares in Tri

-way directly, both prior to and at the time of IPO, under Hong Kong foreign

ownership laws.

2)    Legal agreements pertaining to transfer of assets secured

JFD has secured the requisite legal agreements needed to acquire all farm assets

of Aquafarm 2 ("AF2")*, Aquafarm 3 ("AF3")*, Aquafarm 4 ("AF4")*, as well as the

authority to determine and hire contractors for Aquafarm 5 ("AF5")*. This is a

positive step toward creating an efficient and streamlined single entity, which

holds all the Company's aquaculture operations, in preparation for the carve-out

and spin-off of JFD's parent company, Tri-way. Today, JFD also owns and operates

Aquafarm 1, a grow-out facility for fish, prawns and eels in the Guangdong

Province in China.

3)    Tri-way granted master license for APRAS technology

Furthermore, Sino Agro Food's wholly owned subsidiary, Capital Award Inc., has

granted Tri-way a China Master License to develop and operate up to 20,000 units

of its A Power Recirculating Aquaculture System ("APRAS" technology) over a 50

-year period, at a combined Developer and Operator's license fee of $100,000 per

APRAS. This will allow Tri-way to develop and operate additional aquaculture

facilities using the APRAS technology, opening up long-term expansion

opportunities in China. For a frame of reference, AF4 uses 144 APRAS modules and

plans for AF5 call for 864 APRAS modules. The proprietary APRAS technology

produces seafood using less water, less land, less feed, and is more bio-secure

than other methods of aquaculture. Moreover, it produces a higher seafood yield

and, due to its climate-controlled environment, ensures more reliable production

all year round, compared with other farming methods (such as net-pen or pond

culture).

Solomon Lee, the Chairman and CEO of Sino Agro Food Inc., stated, "The

significant progress we have made restructuring our business and completing

legal due diligence has helped with our preparation for the anticipated carve

-out and subsequent spin-off of our aquaculture operations, which is designed to

provide greater clarity to investors and to drive current and future value for

the business and its stakeholders. Tri-way, as an independent entity, will be

listed on the public markets where it is expected to trade at a market value

commensurate with its peers, unleashing value for shareholders."

Mr. Lee continued, "We continue to make solid progress toward our vision to

build the world's largest, indoor APRAS aquaculture farm, which will produce

live shrimp, prawns, fish and eels. As we move forward with this strategic plan

we are confident that our APRAS technology, high-margin seafood sales, and

ability to scale means we are uniquely positioned to capitalize on increasing

consumer demand from China's burgeoning middle class."

The aquaculture spin-off strategy

Spinning off Tri-way into an independent company is expected to provide the

investor community with greater clarity into the financial and operational

structure of the aquaculture business, and facilitate growth in the company.

Sino Agro Food, Inc. believes creating a stand-alone company, afforded with a

talented management team, top ranked auditor, as well as meeting the

requirements set forth by the Stock Exchange, including corporate governance,

will provide the necessary foundation for long-term value creation. In addition

to providing dividend shares to current shareholders of Sino Agro Food, Inc.,

the Company, itself, will maintain a stake in Tri-way. As mentioned, Tri-way is

underway with efforts toward listing on a senior exchange where it will trade as

a pure aquaculture play, unlocking value for shareholders.

*The Company has recently changed the terminology it uses to refer to each farm

because it is interchanging the species of seafood and prawns at its various

farms. Referring to each as "aquaculture farms ("AF")" is now more accurate.

Fish Farm 1 becomes AF1 and Prawn Farms 1 through 4 become AF2 - 5. These labels

will be forthcoming in the Company's financial reports and collateral as the

carve-out materializes.

Investor Relations Contacts

Peter Grossman

+1 (775) 901-0344

info@sinoagrofood.com

Todd Fromer / Elizabeth Barker

+1 (212) 896-1215 / 212-896-1203

SIAF@kcsa.com

Erik Ahl

Nordic Countries

+46 (0) 8 120 558 30

erik.ahl@sinoagrofood.com

About Sino Agro Food, Inc.

SIAF is a specialized investment company focused on protein food. The Company

produces, distributes, markets, and sells sustainable seafood and beef to the

rapidly growing middle class in China. Activities also include production of

organic fertilizer and produce. SIAF is a global leader in developing land based

recirculating aquaculture systems ("RAS"), and with its partners is the world's

largest producer of sustainable RAS prawns.

Founded in 2006 and headquartered in Guangzhou, the Company had over 550

employees and revenue of USD 429 million in 2015. Operations are located in

Guangdong, Qinghai, and Hunan provinces, and in Shanghai.  Sino Agro Food is a

public company listed on OTCQX U.S. Premier in the United States and on the Oslo

Børs' Merkur Market in Norway.

News and updates about Sino Agro Food, Inc., including key information, are

published on the Company's website (http://www.sinoagrofood.com), the Company's

Facebook page (https://www.facebook.com/SinoAgroFoodInc), and on twitter

@SinoAgroFood.

Forward Looking Statements

This release may contain forward-looking statements relating to the business of

SIAF and its subsidiary companies. All statements other than historical facts

are forward-looking statements, which can be identified by the use of forward

-looking terminology such as "believes," "expects" or similar expressions. These

statements involve risks and uncertainties that may cause actual results to

differ materially from those anticipated, believed, estimated or expected. These

risks and uncertainties are described in detail in our filings with the

Securities and Exchange Commission. Forward-looking statements are based on

SIAF's current expectations and beliefs concerning future developments and their

potential effects on SIAF. There is no assurance that future developments

affecting SIAF will be those anticipated by SIAF. SIAF undertakes no obligation

to publicly update or revise any forward-looking statements, whether as a result

of new information, future events or otherwise, except as required under

applicable securities laws.