Sino AG — Earnings Release 2017

Mar 1, 2017

Sino Agro Food Completes Carve Out of Aquaculture Assets

Sino Agro Food Completes Carve Out of Aquaculture Assets

Tri-way Industries Valued at US$340.6 M

Non-recurring Revaluation Gain of US$53.5 M Attributable to SIAF

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

the "Group"), a specialized investment company focused on protein food including

seafood and cattle, today announced the carve-out of Tri-way Industries Ltd

("Tri-way"), its enterprise value assessed at US$340.6M, with Sino Agro Food,

Inc. retaining and / or acquiring holdings of US$124.7M (of US$340.6M), which

includes a provision for repayment of debt owed to SIAF. The carve out, which is

immediately accretive to SIAF's earnings per share and EBITDA, confirms the

Company's strategy to unlock the value of its current aquaculture business

assets and plans for one of the world's largest land-based aquaculture projects.

As discussed in prior communications, the purpose for the carve-out is to

provide Tri-way a means toward capitalizing on market conditions that currently

support entities with strong aquaculture focus. Therefore, in addition to its

currently held assets, namely those of Aquafarm 1, Tri-way has completed the

acquisition of assets held in Aquafarms 2, 3, 4 and 5 from their respective

owners / investors, including SIAF, as well as rights to technology licensed

from Capital Award, a wholly owned subsidiary of SIAF.

SIAF's US$124.7M held interest in Tri-way represents 36.6% (36,600,000 common

shares) ownership in the company: 23.89% (EV = US$81,367,997) as a result of

retained interest in Tri-way, and 12.71% (EV = $US$43,289,545) acquired in

exchange for outstanding debt owed to SIAF. Share settlement is expected to

occur on or before March 31, 2017.

As a result of the carve-out, Tri-way will be registered as an "investment in

associate" holding by SIAF, going forward.

The benefit afforded SIAF from the transition is 1) SIAF is accorded a (deemed)

gain in the amount of US$53,495,649, reflected in its consolidated statement of

profit and loss account for the Group as summarized (reconciled), below, and 2)

taking into account the value SIAF held in Tri-way prior to the carve-out (i.e.

as a wholly owned subsidiary) versus the value it holds today at as an investor

in associate, including its ownership acquired in exchange for outstanding debt,

coupled with Triway's acquisition of Aquafarms 2, 3 4, and 5, Sino Agro Food,

Inc. is provided in excess of a 4:1 increase in enterprise value held in Tri

-way.

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Solomon Lee, Chairman and Chief Executive Officer of SIAF commented, "This

milestone represents one of the key steps in SIAF's more than decade-long

transformation.

"The Group strongly believes that separating into two industry-leading companies

- one focused on the aquaculture industry and the other focused on investing in

technology-based agriculture initiatives with substantial growth potential -

will generate significant value for shareholders by enabling each company to

focus on its specific business and strategic priorities.

"For SIAF, that means becoming a 'solutions destination", supporting a wide

range of agriculture endeavors through the delivery of value-added technology

and world-class operations.

"Additional information regarding Tri-way's progress will be disclosed as it

becomes available" concluded Mr. Lee.

Investor Relations

Peter Grossman

+1 (775) 901-0344

info@sinoagrofood.com

Todd Fromer / Elizabeth Barker

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

SIAF@kcsa.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.