ASSET PURCHASE AGREEMENT

Rong Yao International Shipping Limited of Room D, 10/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong

hereinafter called the “Sellers”, have agreed to sell, and

Sino-Global Shipping America, Ltd. (“Sino-Global”) of 1044 Northern Boulevard, Suite 305, Roslyn, New York 11576 or its nominee

hereinafter called the “Buyers”, have agreed to buy

Classification Society/Class: Nippon Kaiji Kyokai (NK Class)

Tanker, Oil Flash Point on and below 60 degree Celsius, and chemical type II and III, ESP, NS*, MNS*

“Classification Society” or “Class” means the Society Nippon Kaiji Kyokai (NK Class)

referred to in line 4.

14

15

17

18

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

and held by them in an interest bearing joint account for the Sellers and the Buyers, to be released in

accordance

The said Purchase Price shall be paid by the Buyers as follows:

(a)          The 1,200,000 shares of Sino-Global unregistered common stock to be issued as the First Installment Share Payment will be substantially simultaneously with execution of this Agreement as provided in Clause 2 of this Agreement.

(b)          After the Vessel is physically delivered to the Buyers, the Buyers shall lodge a second Installment (the “Second Installment”) in the sum of US $5,500,000, subject to availability of bank financing and any adjustments of the Purchase Price in accordance with this Agreement, in escrow to [Messrs. ], who shall hold the same as escrow agent for the parties. The parties agree that the Second Installment may be lodged by the Buyers by way of cash, issuance of Sino-Global’s unregistered common stock, subject to NASDAQ’s rules and regulations, or a combination of both, subject to agreement between the parties, and the Second Installment (either cash, unregistered common stock of Sino-Global or a combination of both) shall only be released to the Sellers after (i) satisfactory completion of closing conditions by the
Sellers as stipulated in Clause 8 of this Agreement; (ii) the legal title of the Vessel has been transferred
to the Buyers; and (iii) the Buyers have successfully obtained registration as the legal owner of the
Vessel at the Hong Kong Shipping Register, and in accordance with the terms of the escrow agreement
to be executed between the Sellers, the Buyers and the escrow agent, or otherwise in accordance with
the joint written instructions of the Sellers and the Buyers.

(c)          The remaining balance of the Purchase Price (US $2,780,000) will be subject to adjustments in accordance with this Agreement (the “Final Installment”), and it shall be paid by the Buyers after all the adjustments of the Purchase Price have been made under Clause 22 of this Agreement by way of telegraphic transfer to the following bank account:

[Sellers’ Bank account]

The parties agree that the Final Installment may be paid by the Buyers by way of cash, issuance of unregistered common stock of Sino-Global or a combination of both, subject to agreement between the parties.

The Buyers agree to use commercially reasonable efforts to register the unregistered shares of Sino-Global’s common stock issued in the name of the Sellers.

In the event that this Agreement is terminated by either the Sellers or the Buyers under the terms provided in this contract or in accordance with the general law (i) the Sellers shall, within seven (7) banking days after the date of termination (x) pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and (y) return the Second Installment, if already lodged by the Buyers pursuant to Clause 3 of this Agreement, to the Buyers and (ii) on the date of any such termination, Sino-Global shall automatically and without any further action have a first priority security interest in and a priority lien on the Vessel to secure the payment of the US $2,220,000 owed to Sino-Global from the Sellers, and in connection therewith Sellers hereby expressly and irrevocably agree that Sino-Global is hereby expressly and irrevocably authorized to take any and all actions including, but not limited to, filing all necessary and/or required documents to create, enforce and provide notice of such priority security interest and lien on the Vessel, and Sellers further agree to take any and all action requested by Sino-Global in connection with the establishment, enforcement and providing notice of the security interest in and lien on the Vessel including, but not limited to, signing all requested documents and making all filings, and if Sellers do not take such actions within two (2) business days of such request, Sino-Global can take such action on behalf of the Sellers without having any liability to the Sellers (the rights of Sino-Global set forth in subparagraph (ii) of this paragraph shall be collectively referred to as “Buyer’s Security Rights”). For the avoidance of doubt, this clause shall survive termination of this Agreement.

The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of Readiness and of the place of delivery nominated by the Buyers. When the Vessel is at the place of delivery nominated by the Buyers and in every respect physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. The Notice of Readiness shall be issued not less than three (3) banking days before
the anticipated delivery date.

6. Drydocking/Diver Inspection

Society prior to the physical delivery of the Vessel. The Sellers shall at their cost and expense

make the Vessel available for such inspection. The extent of the inspection and the conditions under

as well as the following additional items (including items on hire) which will be mutually agreed and incorporated

in this Agreement in a form of an addendum.:

232

233

sealed drums and pay the Sellers for such remaining bunkers and unused lubricating oils at Sellers' net purchase price (excluding barging expenses) against supporting invoices/vouchers. If no supporting invoices/vouchers available, the price of the remaining bunkers and unused lubricating oils shall be determined by reference to the current net market rate (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port.

235

236

237

238

239

At Closing, the Sellers shall:

(1)         deliver a legal opinion from their counsel confirming that they own the Vessel free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, and have the right and ability to transfer legal title to the Buyers free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever.

notarially attested and legalized or apostilled (as appropriate);

Vessel;

has been paid and the Vessel has been delivered;

the Vessel’s registry;

Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

Communications contract which is to be sent immediately after physical delivery of the Vessel;

documents as soon as possible after the date of this Agreement;

black listed by any nation or international organization;

Bottom since her last dry docking; and

copies of same. The certificates/documents mentioned above shall be clean and valid without

condition/recommendation for a minimum period of twenty-four (24) months by Class or the relevant authorities

from the date of physical delivery of the Vessel.

The Buyers shall deliver the following documents to the Sellers at the time of closing:

1. Resolutions of the Board of Directors of the Buyers approving the purchase of the Vessel pursuant to the terms and conditions of this Agreement; ratifying the execution of this Agreement, appointing and authorising attorneys-in-fact to act on behalf of the Buyers in connection with the purchase and taking physical delivery of the Vessel, to issue unregistered common stock of Sino-Global to the Sellers, to execute the various documents (including the protocol of delivery and acceptance) in connection with the purchase and taking delivery of the Vessel. The Resolutions shall be duly notarised and legalised/apostilled.

2. Power of Attorney issued pursuant to the Directors' Resolutions referred to in 1. above, duly executed by the Buyers appointing and authorising attorneys-in-fact to act on behalf of the Buyers in connection with the purchase and taking delivery of the Vessel, including without limitation, to attend documentary closing and to take physical delivery of the Vessel, to execute various documents (including the protocol of delivery and acceptance). The Power of Attorney shall be duly notarised and legalised/apostilled.

For the avoidance of doubt, it is a condition for the Sellers to deliver all of the closing documents to the Buyers as set out in this Clause 8, failing which (i) the Buyers have the option to terminate this Agreement and require the Sellers to immediately pay to the Buyers US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement,
and Buyer’s Security Rights shall immediately become effective, or (ii) require the Sellers to amend the closing documents
as required by the Buyers.

Closing Procedures:

The following steps will take place simultaneously at Closing:

i.             The Vessel is physically delivered to the Buyers from the Sellers;

ii.            The Buyers’ lodgment of the Second Installment in escrow to [Messrs. ].

16. Warranty of Quality

(a)          Guarantee of Material and Workmanship

The Sellers, for a period of twelve (12) months following delivery to the Buyers of the Vessel (the “Guarantee Period”), guarantee the Vessel, her hull and machinery and all parts and equipment thereof that are manufactured or furnished or supplied by the Sellers including material, equipment (however excluding any parts for the Vessel which have been supplied by or on behalf of the Buyers) against all defects which are due to defective materials, and/or poor workmanship.

(b)          Notice of Defects

The Buyers shall notify the Sellers in writing, as promptly as possible, after discovery of any defect for which a claim is made under this Clause 16. The Buyers' written notice shall describe the nature and extent of the defect. The Sellers shall have no obligation under this guarantee for any defects discovered prior to the expiry date of the guarantee, unless notice of such defects, is received by the Sellers not later than thirty (30) days after such expiry date.

(c)          Remedy of Defects

The Sellers shall remedy at its expense any defects, against which the Vessel or any part of the equipment thereof is guaranteed under this Clause 16 by making all necessary repairs and/or replacement.

However, if it is impractical to make the repair by the Sellers, and if forwarding by the Sellers of replacement parts, and materials cannot be accomplished without impairing or delaying the operation or working of the Vessel, then, in any such event, the Buyers shall cause the necessary repairs or replacements to be made elsewhere at the discretion of the Buyers provided that the Buyers shall first and in all events will, as soon as possible, obtain the Sellers' prior written consent by first notifying the Sellers in writing of the time, place, methods, manners and by whom such repairs will be made and, if the Vessel is not thereby delayed, or her operation or working is not thereby delayed, or her operation or working is not thereby impaired, the Sellers shall have the right to verify by their own representative(s) the nature and extent of the defects complained of. The Sellers shall, in such cases, promptly advise the Buyers in writing after such examination has been completed, of its acceptance or rejection of the defects as ones that are subject to the guarantee herein provided.

In any circumstances as set out below, the Purchase Price shall be deducted in accordance with Clause 22 of the Agreement:

(i)           If Sellers accept the defects as justifying remedy under this Clause 16; or

(ii)          If the Sellers neither accept nor reject the defects as above provided, nor request arbitration within thirty (30) days after its receipt of the Buyers' notice of defects which in such event, the Sellers shall be deemed having accepted the defects as justifying remedy under this Clause 16.

Any dispute shall be referred to arbitration in accordance with Clause 17 hereof.

 Within ten (10) banking days before the date of physical delivery of the Vessel, the Sellers shall arrange their staff(s) accompanied by Buyers’ representative(s) and/or surveyor(s) and Class surveyors to board the Vessel to conduct an stationary & operational trial on all her machineries and equipment to ensure her operating condition. Upon completed her operational trial the Vessel to proceed to sea for propulsion-trial of maximum six (6) hours to confirm everything is in normal working condition. In the event that the hull, machinery, parts or equipment of the Vessel are found broken, damaged or defective so as to affect her class, the Buyers have the option of either requiring the Sellers to make all necessary repairs to the Vessel to ensure that her class would not be affected, or accepting the Vessel against a deduction from the Purchase Price pursuant to Clause 22 of this Agreement. Buyers’ representative(s) and/or surveyors(s) on board (whom accompanied by Sellers representative(s)/master) are allowed to carry out physical inspection including ship machineries etc.

 20. Class Surveys

Sellers shall, at their own costs and expenses, carry out class and statutory surveys on or before 15 May 2015 so as to have class maintenance certificate and all other relevant class and statutory certificates issued. Sellers shall provide the Buyers with builder’s certificate and other document(s) issued by Class as reasonably required for flag registration purposes. For the avoidance of doubt, all the repairs and/or ratifications of the Vessel shall be agreed upon by the parties and such repairs/ratifications and all inspections conducted under this Clause shall not affect the Sellers' right to give Notice of Readiness under Clause 5(a).

Should any of the above conditions is not been met, the Buyers have the option to cancel this Agreement and this Agreement shall become null and void and has no legal effect. In such event, the Sellers shall immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and return the Second Installment, if already lodged by the Buyers pursuant to Clause 3 of this Agreement, to the Buyers and the Buyer’s Security Rights shall become immediately effective.

 22. Adjustment of the Purchase Price

The Purchase Price of the Vessel shall be subject to adjustments as hereinafter set forth. It is hereby understood by both parties that any reduction of the Purchase Price is by way of liquidated damages and not by way of penalty.

 Defects found during inspection

(a)         If any defect was found during the Buyers’ inspection of the Vessel as stipulated in Clause 4 of this Agreement, the Buyers have the option of either not accepting the Vessel (in which case this Agreement shall be null and void, and the Sellers shall immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and the Buyer’s Security Rights shall become immediately effective or accepting the Vessel against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding charges to the Buyers’ satisfaction. The estimated direct cost of the repairs and/or replacements including forwarding charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of the inspection, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

Defects found during divers inspection

(a)          If any defect was found during the Buyers’ divers inspection of the Vessel as stipulated in Clause 6 of this Agreement, and if the Classification Society do not require the defect(s) to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defect(s) against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding charges to the satisfaction of the Buyers and the Classification Society. The estimated direct cost of the repairs and/or replacements including forwarding charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of the divers inspection, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

Defects found during Trials

(b)          If any defect was found during the Trial of the Vessel as stipulated in Clause 19 of this Agreement, the Buyers have the option of either requiring the Sellers to make all necessary repairs to the Vessel to ensure that her class would not be affected, or accepting the Vessel against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding charges to the satisfaction of the Buyers and the Classification Society. The estimated direct cost of the repairs and/or replacements including forwarding charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of Trial of the Vessel, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement costs.

Defects found during the Guarantee Period

(c)          If any defect was found during the Guarantee Period, subject to Clause 16 of the Agreement, the Purchase Price shall be deducted from the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding charges to the satisfaction of the Buyers. The estimated direct cost of the repairs and/or replacements including forwarding charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of Sellers’ receipt of Notice of Defects from the Buyers as stipulated in Clause 16(b0 of this Agreement, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement costs.

25. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. Notwithstanding the above, the Parties may amend any term of this Agreement by prior written agreement between the Parties and any such amendments shall be incorporated into this Agreement by way of an addendum.

27. Regulation S Representations of the Sellers

The Sellers understand that the 1,200,000 shares are being issued to and acquired by the Sellers from the Buyers in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S of the Securities Act and that the Buyers are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sellers set forth herein in order to determine the applicability of such exemptions and the suitability of the Sellers to acquire the 1,200,000 shares. In this regard, the Sellers represent, warrant and agree that:

(1)   The Sellers are not a U.S. Person (as defined below) and are not an affiliates (as defined in Rule 501(b) under the Securities Act) of the Buyers and are not acquiring the 1,200,000 shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

a.     any natural person resident in the United States of America;

b.     any partnership or corporation organized or incorporated under the laws of the United States of America;

c.     any estate of which any executor or administrator is a U.S. person;

d.     any trust of which any trustee is a U.S. person;

e.     any agency or branch of a foreign entity located in the United States of America;

f.      any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

g.     any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

h.     any partnership or corporation if:

                                          i.    organized or incorporated under the laws of any foreign jurisdiction; and

                                         ii.    formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(2)   At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Sellers were outside of the United States.

(3)   The Sellers will not, during the period commencing on the date of issuance of the 1,200,000 shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the 1,200,000 shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. The parties hereto agree that the selling of the 1,200,000 shares pursuant to an effective registration statement covering the resale of such 1,200,000 shares is in compliance with Regulation S.

(4)   The Sellers will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the 1,200,000 shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

(5)   The Sellers were not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the 1,200,000 shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(6)   Neither the Sellers nor or any person acting on their behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the 1,200,000 shares and the Sellers and any person acting on their behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.