-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GCNlq1YZALjd7++PD+XAwLFmRd3Tg7A7P/35JblfKGi8LKBAlgDYAG/TV7oaoFi+ JwWoua4NRzLqm8BkAc+9yQ== 0001144204-10-022308.txt : 20100427 0001144204-10-022308.hdr.sgml : 20100427 20100427121119 ACCESSION NUMBER: 0001144204-10-022308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100423 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Green Agriculture, Inc. CENTRAL INDEX KEY: 0000857949 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 363526027 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34260 FILM NUMBER: 10772447 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, BOROUGH A, BLOCK A. NO.181, STREET 2: SOUTH TAIBAI ROAD, CITY: XIAN, SHAANXI PROVINCE, STATE: F4 ZIP: 710065 BUSINESS PHONE: 3034996000 MAIL ADDRESS: STREET 1: 3RD FLOOR, BOROUGH A, BLOCK A. NO.181, STREET 2: SOUTH TAIBAI ROAD, CITY: XIAN, SHAANXI PROVINCE, STATE: F4 ZIP: 710065 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY TECHNOLOGIES INC DATE OF NAME CHANGE: 20071114 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY TECHNOLOGIES INC /KS/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY SYSTEMS INC DATE OF NAME CHANGE: 19900613 8-K 1 v182324_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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):  April 23, 2010

CHINA GREEN AGRICULTURE, INC.

 (Exact name of Registrant as specified in charter)

Nevada
 
000-18606
 
36-3526027
(State or other jurisdiction
 
(Commission File No.)
 
(IRS Employer
of Incorporation)
  
 
  
Identification No.)

3rd Floor, Borough A, Block A.
No.181 South Taibai Road
Xi’an, Shaanxi Province
People’s Republic of China 710065

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (011)-86-29-88266368

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:

¨
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

¨
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange   Act   (17CFR240.14d-2(b))

¨
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 Officers; Compensatory Arrangements of Certain Officers.

Effective April 23, 2010,  Ms. Ying Yang resigned from her position as chief financial officer of our company. Ms. Yang will serve as a consultant of our company for an unspecified duration.

Effective April 23, 2010, our Board of Directors appointed Mr. Ken Ren,  as our new chief financial officer.

The biographical information of Mr. Ren required by this Item is set forth below.

Ken Ren, 33 years old. Prior to joining our company, he served as a capital market analyst for the Federal Home Loan Bank of Des Moines since April 2009, where he analyzed, priced, and assisted in trading investments and issuing debt, conducted hedges and performed relative value analysis in the bank’s capital market group.  From March 2008 to April 2009, Mr. Ren served as a senior investment associate at an asset management subsidiary of Wells Fargo, which provides money management services to institutional clients.  Prior to that, Mr. Ren served as a portfolio analyst at Risk, Valuation and Analytics department, GMAC-ResCap from January 2007 through December 2007, where he was responsible for risk analytics in managing the credit residual portfolio. He worked in the ABS task force for Commerzbank from December 2007 to March 2008. Mr. Ren received a Ph.D. degree in Operations Research in 2006, and a M.S. degree in Computational Finance in 2004, both from Purdue University.

There is no family relationship between Mr. Ren and any of our directors or management.
 
The employment terms, including compensation package to Mr. Ren, are in the process of being finalized. Once finalized, the terms will be reported in an amendment to this report.
 
Item 8.01.       Other Events.

On April 27, 2010, we issued a press release announcing the resignation of Ms. Yang as chief financial officer of our company and the appointment of Mr. Ren as the new chief financial officer of our company, a copy of which is attached hereto as Exhibit 99.1.

On the same day, we issued a press release announcing the entry into a non-binding memorandum for our acquisition of a 300,000 metric ton fertilizer facility in China, a copy of which is attached hereto as Exhibit 99.2.

Item 9.01.      Financial Statements and Exhibits.

(d)          Exhibits.

The following is filed as exhibits to this report:

 
 

 

Exhibit No.
 
Description
     
99.1
 
Press Release, dated April 27, 2010 regarding the new CFO appointment
     
99.2
 
Press Release, dated April 27, 2010 regarding the entry into a non-binding memorandum on the acquisition of a fertilizer facility in China
 
SIGNATURES
 
            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 27, 2010
CHINA GREEN AGRICULTURE, INC.
   
(Registrant)
     
 
By:
/s/ Tao Li
 
   
Tao Li
   
Chief Executive Officer

 
 

 

EXHIBIT INDEX

Exhibit No.
 
Description
     
99.1
 
Press Release, dated April 27, 2010 regarding the new CFO appointment
     
99.2
 
Press Release, dated April 27, 2010 regarding the entry into a non-binding memorandum on the acquisition of a fertilizer facility in China

 
 

 
EX-99.1 2 v182324_ex99-1.htm
 
China Green Agriculture, Inc. Appoints New Chief Financial Officer
 
XI'AN, China, April 27, 2010/PRNewswire-Asia-FirstCall/ China Green Agriculture, Inc. (NYSE: CGA; "China Green Agriculture" or "the Company"), a leading producer and distributor of humic acid ("HA") based compound fertilizer through its wholly owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., today announced that it has named Mr. Ken Ren as Chief Financial Officer (CFO), effective April 23, 2010. Mr. Ren replaces Ms. Ying Yang, who will remain available to China Green Agriculture as a consultant during the initial transition.

Prior to joining China Green Agriculture, Mr. Ren served as a capital market analyst for the Federal Home Loan Bank of Des Moines, where he analyzed, priced, and assisted in trading investments and issuing debt, conducted hedges and performed analatical work for merger and acquisitions completed by portfolio clients. Mr. Ren previously served as a senior investment associate at Galliard Capital Management of Wells Fargo, an asset management subsidiary of Wells Fargo which provides money management services to institutional clients. Previously Mr. Ren served as a portfolio analyst at GMAC-ResCap where he was responsible for risk analytics in managing ResCap’s credit residual portfolio.  Mr. Ren received a Ph.D. degree in Operations Research in 2006 from the College of Engineering, and a M.S. degree in Computational Finance in 2004 from the Department of Statistics, from Purdue University.

“We welcome Mr. Ren to the China Green Agriculture management team as our newly appointed chief financial officer, and look forward to the benefit of his fianancial, analytical and capital markets experience and knowledge,” stated Mr. Tao Li, the Company’s chairman and CEO.  “We anticipate that Mr. Ren will play a significant role as we continue to pursue growth opportunities through internal development and more importantly, future acquisitions in the fertizer industry.  We also extend our appreciation to Ms. Yang for her previous contributions to the Company and her continued efforts to help ensure a smooth and orderly transition.”

About China Green Agriculture, Inc.
China Green Agriculture, Inc. currently offers 148 different HA-based compound fertilizers, which are distributed via 552 individual distributors covering 21 provinces, 4 autonomous regions and 3 municipal cities in China. Its fertilizer products are certified by the Chinese government as "Green Food Production Materials." The leading five provinces which collectively accounted for 34.7% of the Company's fertilizer revenue for the three months ended December 31, 2009 are Shaanxi (9.1%), Shandong (6.8%), Guangdong (6.7%), Heilongjiang (6.2%) and Hebei (5.9%). For more information, visit http://www.cgagri.com .

Safe Harbor Statement
This press release contains forward-looking statements concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Green Agriculture undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

 
 

 

    For more information, please contact:

    HC International, Inc.
     Ted Haberfield, Executive VP
     Tel:   +1-760-755-2716
     Email: thaberfield@hcinternational.net

    In China:

    China Green Agriculture, Inc.
     Mr. Jonnie Wang, Secretary of Board, Investor Relations Officer
     Tel:   +86-29-8826-6368
     Email: wangxilong@cgagri.com

 
 

 
EX-99.2 3 v182324_ex99-2.htm
China Green Agriculture, Inc. Announces Intent to Acquire 300,000
Ton Fertilizer Production Facility in China

 
·
Acquisition to expand current fertilizer production capacity by over 445%, bringing total fertilizer production capacity to 355,000 metric tons
 
·
Acquisition to increase product mix and strengthen distribution network
 
·
Acquisition expected to contribute at least $8 million in net income in fiscal year ending June 30, 2011

XI'AN, China, April 27, 2010 — China Green Agriculture, Inc. (NYSE: CGA; "China Green Agriculture" or "the Company"), a leading producer and distributor of fertilizer in China, today announced that it has signed a Memorandum of Understanding ("MOU") to purchase 100% interest in a 300,000 metric-ton fertilizer production facility in China for approximately $22 million in a combination of cash and equity. The MOU is non-binding until CGA completes its due diligence. The name of the facility will be kept confidential for competitive reasons until the parties’ entry into a definitive binding agreement. If the due diligence is satisfactory to CGA, the acquisition is expected to close within 90 days from the date of a binding agreement.

The acquired facility will increase the Company's output level to 355,000 metric tons which currently produces both traditional and organic compound fertilizer products. The acquired 300,000 metric ton facility currently has a utilization rate of approximately 60% and is expected to contribute at least $8 million in net income in fiscal year ending June 30, 2011.
 
"Once the acquisition is completed, it will further extend our distribution network and broaden our product mix to meet the growing demand for both traditional and organic fertilizers in China, and is expected to be accretive to earnings in fiscal year 2011,” commented Mr. Tao Li, Chairman and CEO of China Green Agriculture. "We have been working diligently to further expand our geographic footprint, extend or R&D facilities, and create value for our shareholders. As we embark on the next chapter for our Company, we feel that we are well positioned to continue our robust growth trajectory and expect to reach an annual revenue target of $750 million in the next 5 years through both organic growth and selective acquisitions as we further gain market share and build on being one of the leading fertilizer producers in China."
 
About China Green Agriculture, Inc.
China Green Agriculture, Inc. currently offers 148 different HA-based compound fertilizers, which are distributed via 552 individual distributors covering 21 provinces, 4 autonomous regions and 3 municipal cities in China. Its fertilizer products are certified by the Chinese government as "Green Food Production Materials." The leading five provinces which collectively accounted for 34.7% of the Company's fertilizer revenue for the three months ended December 31, 2009 are Shaanxi (9.1%), Shandong (6.8%), Guangdong (6.7%), Heilongjiang (6.2%) and Hebei (5.9%). For more information, visit http://www.cgagri.com .
 
 
 

 
 
Safe Harbor Statement
This press release contains forward-looking statements concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, the acquisition target company’s financial and operational condition and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Green Agriculture undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.
 
For more information, please contact:
 
    HC International, Inc.
     Ted Haberfield, Executive VP
     Tel:   +1-760-755-2716
     Email: thaberfield@hcinternational.net

    In China:

    China Green Agriculture, Inc.
     Mr. Jonnie Wang, Secretary of Board, Investor Relations Officer
     Tel:   +86-29-8826-6368
     Email: wangxilong@cgagri.com

 
 

 
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