Her er forliket SIAF inngikk med blant andre Arne Fredly:

On June 27, 2020, Sino Agro Food, Inc. (the “Company”), entered into a proposed settlement agreement (the “Settlement”) that is intended to settle the previously disclosed derivative litigation captioned Heng Ren Silk Road Investments LLC, Heng Ren Investments LP, derivatively on behalf of Sino Agro Food Inc. v. Sino Agro Food Inc., Lee Yip Kun Solomon, Tan Poay Teik, Chen Bor Hann, Lim Chang Soh, and Sino Agro Food Inc., as the nominal defendant (Case No.: 19-cv-02680) (as amended, the “Complaint”) against the Company and certain of its officers and directors pending in the United States District Court for the Southern District of New York (the “Court”). As previously disclosed, the Complaint alleges violations of the federal securities laws and breaches of fiduciary duties (including gross mismanagement of the Company) by the individual defendants, based on allegations concerning, inter alia, a material default of its obligations under a commercial loan agreement, misleading and false statements (including material omissions) by the individual defendants, and unauthorized issuance of new shares of common stock to pay debts that, in the view of the plaintiffs, has diluted shareholder ownership and oppressed shareholders of the Company.

On July 23, 2020, the Court issued an Order (the “Order”) preliminarily approving settlement, authorizing notice and scheduling the settlement hearing for the Complaint. Under the terms of the Order, among other things, within 10 calendar days of the Order (i) the Company shall provide notice of the Settlement by filing with the SEC a Form 8-K, which shall include as exhibits (A) the Notice of Proposed Settlement of Shareholder Derivative Litigation (the “Notice”) and (B) the Settlement, (ii) counsel for the Plaintiffs shall file the Notice via a national wire service and (iii) the Company shall make available on its corporate website the Form 8-K and exhibits for the time period set forth in the Order. In addition, the Order scheduled a settlement hearing for October 13, 2020 to consider whether to grant final approval to the Settlement.

The Settlement provides for the following terms, as further set forth therein:

· Adoption of corporate governance reforms overall by the Company, concerning, in particular, the manner in which monetary and non-monetary related party transactions are accounted for and disclosed to shareholders
· A corporate governance committee will be created to implement best practices and receive recommendations form shareholders, to ensure strong governance
· Execution of a share dividend distribution of 18.3 million shares of Tri-way Industries Limited (“Tri-way”), the Company’s unconsolidated equity investee, to shareholders of record, originally announced in 2018, to Company shareholders as soon as practicable
· Upon the proposed settlement’s approval by the Court, the Company and the Plaintiffs agree that effective immediately one individual designated by the Plaintiffs shall be appointed as a director to the Company’s board (the “SIAF Directors”). The Company will also support the appointment of another individual nominated by the Plaintiffs to the board of Tri-way (the “Tri-way Director”, and together with the SIAF Director, the “Independent Directors”). The SIAF Director will be appointed as Chairman of the Internal Control and Audit Committee of the Company. The Company will also support the appointment of the Tri-way Director to the Internal Control and Audit Committee of Tri-way
· The parties agree to analyze the possibility of reducing the number of total and issued outstanding shares of the Company, and also its buyback commitments
· All future share issuances, other than the previously disclosed offering of 7% Series G Non-convertible Cumulative Redeemable Perpetual Preferred Stock, shall require the unanimous approval of the Company’s board of directors
· Share issuances by the Company to collateralize loans will cease if and when any other forms of debt financing are available to replace equity financing. Equity financing is an option only if new share issuances are executed with the unanimous recommendation of the board of directors, and only if it is deemed to materially benefit the Company and all its shareholders
· The parties agree to immediately begin an executive search to hire a new Chief Financial Officer for the Company. The search will start after the appointment of the Independent Directors. The new CFO should be hired as soon as practicable
· The parties agree to explore the potential sale, transfer, or sunset of the Company’s Series A Preferred Stock if it is in the best interest of the Company
· As reimbursement for the cost of maintaining this litigation, negotiating and obtaining this proposed settlement, and sole compensation for service on the Tri-Way and Company boards, Plaintiffs shall receive shares in Tri-way transferred from Mr. Lee Yip Kun’s own equity interest in Tri-way, with 175,000 shares to Heng Ren Silk Road Investments LLC, 75,000 shares to Heng Ren Investments LP, and 1.0 million shares to Apollo Asset Ltd.
· The parties agree to explore the possibility of identifying and inviting strategic investors in the Company and/or Tri-way

The Settlement contains no admission of wrongdoing. The Company has always maintained and continues to believe that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws.

While the Settlement has been approved by the Court, there can be no assurance that the settlement will be finalized and approved by the Court or properly objected to by any shareholders and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein.

Henry Sun Appointed to SIAF Board of Directors
Guangzhou, China, December 08, 2020 — The Board of Directors of Sino Agro Foods, Inc. (“SIAF”) announced the appointment of Henry Sun as an
Independent Director, effective immediately. Mr. Sun will be a member of the Audit Committee.
“It is a pleasure to welcome Mr. Sun to the Board of Directors,” said Solomon Lee, SAIF’s CEO and Chairman. “Henry comes to us with years of experience in corporate finance and I’m confident that he is going to be a great addition to our Board.”
Mr. Henry Sun is currently the Founder and President of Reach China LLC, a cross-border consulting firm established in 2016 to help both Chinese and American companies with capital market introductions, and international business development.
Mr. Sun has over 20 years of experience in financial reporting and planning, corporate governance, internal control, corporate finance, investor relations, and capital raising. Mr. Sun has served as a Chief Financial Officer (CFO) of two public companies, where he managed over 60 accounting and finance staff respectively. He also managed various relationships with investment bankers, auditors, lawyers, investors and shareholders for the public companies.
From January 2011 to August 2016, Mr. Sun served as the CFO of Highpower International, Inc., a Nasdaq-listed company based in China. From November 2009 to December 2010, Mr. Sun was the CFO of Zoomlion Concrete Machinery Company, a division of Zoomlion that is listed on both the Shanghai and Hong Kong stock exchanges. Mr. Sun also held financial management and advisory roles with various public and private companies before he joined Zoomlion.
During Mr. Sun’s career he has generated financing of over US$2.5 billion for companies. Mr. Sun holds a Master of Business Administration degree from the Thunderbird School of Global Management at Arizona State University, and a Bachelor of Engineering degree from Beijing University of Posts and Telecommunications.
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About Sino Agro Food, Inc.
SIAF focuses on high protein food including seafood and cattle. 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”).
Press Contacts
Peter Grossman
+1 (775) 901-0344 info@sinoagrofood.com

Utfyllende info om forliket som ble inngått i 2020:NOTICE OF PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION
TO: ALL PERSONS WHO OWN SHARES OF SINO AGRO FOOD, INC. (“SIAF” OR THE “COMPANY”) COMMON STOCK.
YOU ARE HEREBY NOTIFIED, pursuant to Federal Rule of Civil Procedure 23.1 and an Order of the United States District Court for the Southern District of New York (the “Court”), of (i) the pendency of the above-captioned shareholder derivative action (the “Derivative Action”), which was brought by certain shareholders of the Company on behalf of and for the benefit of the Company; (ii) a proposed settlement of the Derivative Action (the “Settlement”), subject to Court approval, for consideration, including the adoption by the Company of certain corporate governance measures, as provided in an Agreement of Settlement, dated June 27, 2020 (the “Settlement Agreement”); and (iii) the hearing (the “Settlement Hearing”) that the Court will hold on October 13, 2020 at 3:00 p.m, to determine whether to approve the Settlement.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THIS LITIGATION.

The Settlement was entered into on June 27, 2020, between and among: (1) Plaintiffs Heng Ren Silk Road Investments LLC and Heng Ren Investments LP (together “Heng Ren”), individually and to the extent that they have or claim standing to assert claims derivatively on behalf of the Company, (2) Plaintiff Arne H. Fredly individually and to the extent that he has or claims standing to assert claims derivatively on behalf of the Company and (3) the Company.
WHAT IS THE PURPOSE OF THIS NOTICE OF PROPOSED SETTLEMENT
1. The purpose of this Notice of Proposed Settlement is to explain the Derivative Action, the terms of the proposed Settlement, and how the proposed Settlement affects the legal rights of the Company’s shareholders.
2. In a derivative action, one or more people or entities who are current shareholders of a corporation sue on behalf of and for the benefit of the corporation, seeking to enforce the corporation’s legal rights. Because derivative actions concern a corporation’s legal rights, no individual shareholder has the right to recover damages in a shareholder derivative action or to be compensated as a result of the settlement of a shareholder derivative action.
3. As described more fully below, current shareholders of the Company have the right to object to the proposed Settlement. Current shareholders of the Company have the right to appear and be heard at the Settlement Hearing, which will be held on October 13, 2020 at 3:00 p.m , before the Honorable Jesse M. Furman, in the Thurgood Marshall United States Courthouse, 40 Foley Square, Court Room 1105, New York, NY 10007. At the Settlement Hearing, the Court shall determine, among other things: (i) whether the proposed Settlement of the Derivative Action, on the terms and conditions set forth in the Settlement Agreement, should receive final approval by the Court as fair, reasonable, and adequate, and in the best interest of SAIF and its stockholders; (ii) hear and rule on any objections to the proposed Settlement; and iii) determine whether to enter the proposed Final Order and Judgment.
WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?
4. Heng Ren commenced the instant litigation on March 26, 2019. An amended complaint was filed on August 13, 2019 in which Fredly joined as a new plaintiff.
5. The first amended complaint alleged that insiders of the Company had absolute power and acted in a manner contrary to the interests of the Company. Specifically, according to the First Amended Complaint, Plaintiffs allege that Company guaranteed loans of various third parties and issued SIAF shares as collateral for those loans. However, as the share price of SIAF dropped the Company had to issue “Top-up” collateral shares to the Lender to maintain the value of the security for the loan.
6. Plaintiffs also alleged that the Company falsely claimed the issuance of these shares did not have an adverse impact on other investors because the lender holding these collateralized shares cannot sell these shares in the market and they do not have any dividend or voting rights.
7. The First Amended Complaint alleges that in various filings with the Securities and Exchange Commission, the Company did not disclose the issuance of the collateralized shares or at most

made an incomplete and misleading disclosure. Nor was the requisite disclosure made to the Oslo Stock Exchange.
8. In addition, the First Amended Complaint alleges that SIAF engaged in a sham carve out transaction to methodically transfer value from SIAF to Tri- way. While SIAF owned 100% of Tri-way before the carve out, after the carve out, SIAF’s ownership decreased 36%. The justification for the carve out was that Tri-way would be coming out ahead, ownership reduction notwithstanding, due to the additional assets that were pledged to Tri-way from various Chinese investors and owners. However, Plaintiffs alleged that, whereas SIAF asserted that post carve-out the enterprise value of Tri-way was $340.6 million, it simultaneously informed Chinese regulators that the valuation of the assets owned by Tri-way was $12.3 million.
9. Finally, the Complaint alleges a litany of management abuses and breaches of fiduciary duties involving Tri-way, the Company’s assets, and related disclosures to shareholders.
10. Defendants moved to dismiss on September 19, 2019. ECF Nos. 65-68. One month later, the Court extended the deadlines to complete briefing to permit the parties to engage in settlement discussion. ECF Nos. 72-73 (Granting October 17, 2019 letter request for extension notifying the Court of the parties’ ongoing settlement discussions). The parties’ settlement discussions proved fruitful.
11. On March 4, 2020, the Court vacated its prior approval of the parties’ stipulated dismissal of the Derivative Action and directed the parties to follow the requirements of Rule 23.1 of the Federal Rules of Civil Procedure.
12. On July 23, 2020, the Court entered an order preliminarily approving the Settlement. In its Preliminary Approval Order, the Court directed that, within 10 calendar days of the Order: (i) copies of this Notice of Proposed Settlement and the Settlement (misidentified in the original proposed Notice as a “Stipulation”) be attached as exhibits to a Form 8-K filed with the United States Securities and Exchange Commission; (ii) Counsel for Plaintiffs shall file Notice via a national wire service; and (iii) the same Form 8-K be posted, along with its attachments, on the Company’s corporate website. In addition, the Court’s Preliminary Approval Order scheduled the Settlement Hearing for October 13, 2020 to consider whether to grant final approval to the Settlement. The Court reserved the right to continue or reschedule the Settlement Hearing or decide to hold the Settlement Hearing telephonically without further notice to SIAF Shareholders. The Court further reserved the right to consider any modifications of the Settlement agreed to by the Settling Parties without providing further written notice to current SIAF Shareholders.
13. In exchange for the dismissal of the Derivative Action with prejudice, the Company agreed to create and effectuate the following Corporate Governance Measures:
• The creation of a corporate governance committee to improve the Company’s disclosures and ensure transparency.
• The appointment of an independent director to SIAF’s board, and the Company’s sponsorship for another independent director nominee to the Tri-
way board.

• The appointment of these independent directors to SIAF and Tri-way’s board audit committees.
• The grant of veto power to these independent directors over any new issuances of SIAF shares by requiring that all new issuances shall be
unanimously approved by the board.
• Immediately commence a CFO search and to appoint a qualified candidate as CFO as soon as practicable.
WHAT ARE PLAINTIFFS’ REASONS FOR THE SETTLEMENT?
14. Plaintiffs and Plaintiffs’ counsel submit that the claims asserted in the Derivative Action on behalf of the Company have merit. Nonetheless, Plaintiffs and Plaintiffs’ counsel have concluded that it is desirable that the Derivative Action be fully and finally settled in the manner and upon the terms and conditions set forth in the Settlement. In doing so, Plaintiffs and Plaintiffs’ counsel recognize the expense inherent in the continued prosecution of the Derivative Action, as well as the risk and uncertainty of continued litigation, especially in light of cross-border nature of the action.
15. Plaintiffs’ Counsel have conducted extensive investigation and analysis of the claims, defenses, and remedies. Based on Plaintiffs’ Counsel’s thorough evaluation, Plaintiffs and Plaintiffs’ Counsel submit that the Settlement is fair, reasonable, and adequate, and in the best interests of SIAF and its shareholders. The Settlement confers substantial benefits to SIAF and its shareholders, including: (a) execution of a share dividend from Tri-way to SIAF stockholders, (b) representation of shareholders on SIAF’s board, (c) the establishment of a Corporate Governance Committee, and (d) a policy of “internal checks and evaluations” before any issuance of new SIAF shares “with a particular focus on policing and disclosing related party transactions.” These terms of Settlement directly address the claims at issue in the Derivative Action. A copy of the proposed settlement agreement is attached hereto.

16. Defendants have denied, and continue to deny, each and every allegation of wrongdoing by the Plaintiffs in this Derivative Action and maintain that they have acted properly, lawfully, and in full accord with their fiduciary duties at all times. Further, the Defendants have denied, and continue to deny (a) that they have caused any damage or injury to the Company or its shareholders; (b) that they have ever committed or attempted to commit any violations of law or any breach of fiduciary duty owed to the Company or its shareholders; and (c) that they have committed any wrongdoing whatsoever. Defendants further deny that Plaintiffs have the legal right to assert claims derivatively on behalf of the Company. Defendants have nevertheless concluded that further litigation of the Derivative Action would be protracted and expensive, and that it is desirable and beneficial for the Derivative Action to be fully and finally settled in the manner and upon the terms and conditions set forth in the Settlement Agreement.
17. Further, the Company and its supermajority vote holder Mr. Yip Kun Lee has approved of the Settlement and each of its terms as being in the best interests of SIAF and its shareholders. The Company has acknowledged and agrees that the Settlement is fair, reasonable, and adequate, and confers substantial benefits upon SIAF and its shareholders.

WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?
18. In the absence of the Settlement, if Plaintiffs failed to prove their claims, the Company would not receive any of the benefits of the Settlement.
WHO REPRESENTS PLAINTIFFS AND HOW WILL THE ATTORNEYS BE PAID?
19. Plaintiffs were initially represented by The Seiden Group. As of May 26, 2020, Plaintiffs have been represented by the AFN Law PLLC. 20. Plaintiffs are solely responsible for these law firms’ legal fees and expenses.
WILL PLAINTIFFS RECEIVE ANY PERSONAL BENEFITS FROM THE SETTLEMENT?
21. Pursuant to the terms of the Settlement Agreement, if the Settlement is approved by the Court, Plaintiffs will receive shares in Tri-way Industries transferred from Mr. Yip Kun Lee’s own equity interest in Tri-way, with 175,000 shares to Heng Ren Silk Road Investments LLC, 75,000 shares to Heng Ren Investments LP, and 1.0 million shares to Apollo Asset Ltd.
22. It is important to note that the shares come from the Chairman of the Company personally, not from the Company. The shares are illiquid and cannot be sold on any market. This transfer of shares would be the only benefit that Plaintiffs would receive for bringing, prosecuting and settling this litigation for the benefit of all shareholders of the Company. And this transfer of shares is also the only compensation that Plaintiffs will receive for sending a one person to serve as a director of the Company and for potentially sending another person to serve an independent director of Tri-way (if the nomination is successful). The transfer of shares therefore constitutes reasonable incentive for service on the board that benefits all shareholders.
23. In addition, while it is standard practice for plaintiff in a settled derivative action to receive payment of legal fees from the Company, Plaintiffs here have agreed to bear such expenses themselves and not to receive monetary reimbursement from the Company. To date, Plaintiffs have incurred approximately $ 220,000 in fees and expenses, including fees expended to conduct pre-suit investigations in China and initiating enforcement proceedings in Norway.
WHEN AND WHERE WILL THE COURT RULE ON APPROVAL OF THE SETTLEMENT? DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE HEARING?
24. The Settlement Hearing will be held on October 13, 2020 at 3:00 p.m., before the Honorable Jesse M. Furman, in the Thurgood Marshall United States Courthouse, 40 Foley Square, Court Room 1105, New York, NY 10007. The Court may approve the Settlement at or after the Settlement Hearing without further notice to current shareholders of the Company.
25. If you own common stock of the company and continue to own such stock through October 13, 2020 (the date of the Settlement Hearing), you may, if you wish to do so, object and show cause why the proposed Settlement set forth in the proposed Settlement should not be approved.
26. The procedure for objecting to the Settlement is as follows:

a. Plaintiffs’ counsel will file papers with the Court in support of the Settlement on September 15, 2020.
b. Objections or oppositions to the Settlement, must be in writing and be filed with the Clerk of the United States District Court for the Southern District of New York (the “Clerk”), (ideally via the ECF system), no later than September 29, 2020. Written objections must set forth: (a) the objector’s name, address, and telephone number; (b) the number of shares of Company stock the objector currently owns as well as an account statement evidencing such ownership; (c) a detailed statement of the objector’s specific objections; (d) any and all documentation or evidence in support of the objector’s objections; and (e) the identities of any cases—by name, court, and docket number—in which the objector or his or her attorney has objected to a settlement in the last three (3) years. If a current shareholder of the Company intends to appear and/or requests to be heard at the Settlement Hearing, such shareholder must also file (ideally via the ECF system) no later than September 29, 2020: (f) a written notice of the objector’s intention to appear at the Settlement Hearing; (g) the name(s) of any attorney(s) that will appear on behalf of the objector; (h) the identities of any witnesses the objector intends to call at the Settlement Hearing; (i) a summary of the substance of any testimony to be provided by any such witnesses; and (j) any and all other evidence that the objector intends to present at the Settlement Hearing. Current shareholders of the Company who do not wish to object in person to the proposed Settlement do not need to attend the Settlement Hearing.
c. If a current shareholder of the Company files a written objection and/or written notice of intent to appear, such shareholder must serve copies of all papers filed with the Clerk, by hand delivery or first-class mail, post-marked no later than September 29, 2020, on each of the following: (a) Angus F. Ni at AFN Law PLLC, 387 Park Ave S, 5th Floor, New York, NY 10016 (646) 453-7294, angus@afnlegal.com and (b) Richard J. Babnick , Jr., Sichenzia Ross Ference LLP, 1185 Avenue of the Americas, 37th Floor, New York, NY 10036 (212) 930-9700, Email: rbabnick@srff.com. Note however, that if a written objection and/or written notice of intent to appear is filed on the ECF System, that will constitute service on counsel.
d. Plaintiffs’ counsel will file reply papers with the Court, if any, on October 6, 2020
27. The Settlement Hearing may be adjourned by the Court without further written notice to current shareholders of the Company. If you intend to attend the Settlement Hearing, you should confirm the date and time with Plaintiffs’ counsel.
28. Unless the Court orders otherwise, any current shareholder of the Company who does not object in the manner described above will be deemed to have waived any objection and shall be forever barred, in these proceedings or in any other proceedings, from making any objection to or otherwise challenging the proposed Settlement of the Derivative Action, the Settlement Agreement, or any provision thereof, the Final Order and Judgment, and/or any proceedings herein, and shall have no right to appeal therefore. Current shareholders of the Company do not need to appear at the hearing or take any other action to indicate their approval of the foregoing.

CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?
29. You or your attorney may examine the Court files for Heng Ren Silk Road Investments LLC et al v. Sino Agro Food, Inc. et al, Case No. CV-02680-JMF during regular business hours at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York, 10007-1312.
30. Questions about the Settlement or about this Notice of Proposed Settlement in general should be directed to Angus F. Ni at AFN Law PLLC, 387 Park Ave S, 5th Floor, New York, NY 10016 (646) 453-7294 angus@afnlegal.com.
You should ask Plaintiffs’ counsel to confirm receipt of any email correspondence regarding the Settlement or the Notice of Proposed Settlement within three (3) business days. If Plaintiffs’ counsel do not confirm receipt within three (3) business days, you should call to ensure receipt.
DO NOT CALL OR WRITE THE COURT OR THE CLERK OF COURT REGARDING THIS NOTICE.
Dated: July 27, 2020
By Order of the United States District Court for the Southern District of New York

Skjer det noe i denne aksjen, eller er den fullstendig død? Er det liv i selskapet? Jeg har noen aksjer i skuffen jeg nesten hadde glemt...

Fikk melding fra Nordnet at jeg må selge disse aksjene før den 31 mars. Etter det må man flytte dem til annen bank for å selge dem. Men der den noen bank i Norge som man kan handle med OTC pink sheet-aksjer?

Her er link til Interactive Brocker som visst kan brukes..

https://www.interactivebrokers.com/

Bra, men slik det ser ut for meg går det ennå an å handle denne på Nordnet..,noe som er litt rart siden vi fikk en dato hvor vi fikk beskjed om å kvitte oss med aksjene her..

Er det mulig å selge denne noe sted hos norske tilbydere? Har noen aksjer jeg må bli kvitt ifølge Sbanken.

Vel, det går jo an å kjøpe de på Nordnet slik det ser ut for meg.., da kan du vel selge der om ikke Sbanken kan selge de for deg..