Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March 27, 2008
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of Registrant as specified in charter)
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Nevada
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000-18606
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36-3526027
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
Number)
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3rd
Floor,
Borough A, Block A. No.181, South Taibai Road, Xian, Shaanxi
Province,
People’s Republic of China 710065
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (011)-86-29-88266386
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
o Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Directors; Compensatory Arrangement of Certain
Officers.
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On
March
27, 2008, the Board of Directors of China Green Agriculture, Inc. (the
“Company”) passed a resolution by unanimous written consent to (i) increase the
number of the members of the Board of Directors from three to five and (ii)
appoint Messrs Yizhao Zhang and Barry Raeburn (collectively, the “New
Directors”), upon their acceptance of the offer, to be directors of the Company,
for a term of one year, unless they are elected at the next annual meeting
of
stockholders or re-appointed by a majority vote of the Board of Directors,
in
which case the term is to be renewed for such term as may be approved or until
their earlier resignation or the removal pursuant to the Company’s by-laws.
Messrs Zhang and Raeburn have accepted the directorship
appointments.
The
New
Directors are independent directors as such term is defined in NASDAQ
Marketplace Rule 4200(a)(15). Therefore, the Company has satisfied one of its
post-closing obligations under Section 4.12 of the Securities Purchase Agreement
by and among the Company and thirty-one accredited investors for a private
placement of $20,519,255 (the “Private Placement Gross Proceeds”) consummated on
December 26, 2007 (the “Closing”). As a result, the Company is entitled to
receive the $2,000,000 which was deducted from the Private Placement Gross
Proceeds upon the Closing and escrowed since then pending the satisfaction
of
the condition of having a majority of independent directors on the Board of
Directors.
The
New
Directors shall be compensated as non-employee directors of the Company for
all
services they perform as directors of the Company, including attendance at
Board
of Directors meetings. The details of such compensation are:
| 1. |
annual
compensation of $15,000;
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| 2. |
$500
per full Board of Directors meeting attended and $250 per full Committee
meeting attended in person (if he is to serve on any Committee the
Board
is to form soon), for Mr. Barry
Raeburn;
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| 3. |
Equity
compensation in the form to be
finalized.
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The
New
Directors will also be reimbursed for all of their out-of-pocket expenses in
traveling to and attending meetings of the Board of Directors and committees
on
which they serve.
Set
forth
below are the brief biographies of the New Directors:
Barry
L.
Raeburn, aged 36, has
been
Chief Financial Officer and Chief Operating Officer of LS2, Inc., a government
services contractor based in Reston, VA since November 2007. From September
2005
to October 2007, Mr. Raeburn was Executive Vice President of Finance and
Corporate Development for Harbin Electric, a developer and manufacturer of
customized linear motors and other special electric motors based in China.
During his tenure at Harbin Electric as Head of U.S Operations, he led the
company in their successful upgrade listing to the NASDAQ Stock Exchange,
assisted in various M&A evaluations, and provided key leadership in the
areas of finance, accounting, investor and public relations, SEC compliance,
corporate governance, and administration. Mr. Raeburn has extensive experience
in global public equity markets. From to April 2003 to September 2005, Mr.
Raeburn worked as a specialty technology analyst an investment bank covering
early stage companies within multiple industries. Mr. Raeburn spent the prior
6
years at a multi-billion dollar investment advisory firm as a financial analyst
responsible for developing various quantitative ranking models and analyzing
equity investments. His previous experience also includes forecasting and
analysis of major macro economic activity. Mr. Raeburn graduated in 1996 with
his BBA degree in Finance and Risk Management from Temple University. Mr.
Raeburn has been a director of Fushi Copperweld, Inc. since June 15, 2007
(NASDAQ: FSIN).
Yizhao
Zhang, aged
37,
is the Chief Financial Officer of Shengtai Pharmaceutical Inc. (OTC BB: SGTI)
since May 2007. Mr. Zhang has over 12 years of experience in corporate finance,
accounting, financial advisory and portfolio investment. From March 2005 to
May
2007, Mr. Zhang consecutively held senior positions in Chinawe Asset Management
Corporation (OTC BB: CHWE) and China Natural Resources Incorporation (NASDAQ
CM:
CHNR). From early 2004 to January 2005 he was a financial consultant in
Hendrickson Asset Management LLC. Previously from 1993 to 1999 Mr. Zhang was
employed by Guangdong South Financial Services Corporation in portfolio
management and asset trading. He is a certified public accountant of Delaware,
and a member of American Institute of Certified Accountants (AICPA). Mr. Zhang
received a Bachelor degree in Economics from Fudan University, Shanghai in
1992
and obtained an MBA degree with Financial Analysis and Accounting concentrations
from the State University of New York at Buffalo in 2003.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
April 2, 2008
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CHINA GREEN AGRICULTURE, INC.
(Registrant)
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By: |
/s/ Tao
Li |
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Tao
Li, |
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President
and
Chief Executive Officer |