0001001277-13-000010.txt : 20130205 0001001277-13-000010.hdr.sgml : 20130205 20130205120808 ACCESSION NUMBER: 0001001277-13-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130131 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130205 DATE AS OF CHANGE: 20130205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Botanic Pharmaceutical CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841273503 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34808 FILM NUMBER: 13572901 BUSINESS ADDRESS: STREET 1: LEVEL 11, CHANGJIANG INTL BLDG STREET 2: NO.28, CHANGJIANG ROAD,NANGANG DISTRICT, CITY: HARBIN, HEILONGJIANG PROVINCE STATE: F4 ZIP: 150090 BUSINESS PHONE: 86-451-5762-0378 MAIL ADDRESS: STREET 1: LEVEL 11, CHANGJIANG INTL BLDG STREET 2: NO.28, CHANGJIANG ROAD,NANGANG DISTRICT, CITY: HARBIN, HEILONGJIANG PROVINCE STATE: F4 ZIP: 150090 FORMER COMPANY: FORMER CONFORMED NAME: RENHUANG PHARMACEUTICALS INC DATE OF NAME CHANGE: 20060816 FORMER COMPANY: FORMER CONFORMED NAME: ANZA CAPITAL INC DATE OF NAME CHANGE: 20020521 FORMER COMPANY: FORMER CONFORMED NAME: E-NET FINANCIAL COM CORP DATE OF NAME CHANGE: 20000317 8-K 1 form8-k.htm form8-k.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): (January 31, 2013)


China Botanic Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)


Nevada
(State or Other Jurisdiction of
Incorporation)
  
001-34808
(Commission File Number)
  
88-1273503
(IRS Employer
Identification No.)

     
 
Level 11, Changjiang International Building
No. 28, Changjiang Road
Nangang District, Harbin
Heilongjiang Province, P.R. China
 (Address of Principal Executive Offices)
  
 
 
 
 
150090
(Zip Code)


+86-451-5762-0378
(Registrant’s telephone number, including area code)


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 (see General Instruction A.2. below):

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
1
 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On January 31, 2013, China Botanic Pharmaceutical Inc. (the "Company") received a notice of failure to satisfy a continued listing standard (the "Letter") from the NYSE MKT LLC (the "Exchange").  The Letter indicates that although the Company has resolved the Audit Committee continued listing deficiency referenced in the warning letter from the Exchange dated January 12, 2013, the staff of the NYSE MKT Corporate Compliance Department (“Compliance Department”) has determined that based upon its review of the Form NT 10-K filed on January 30, 2013 and subsequent discussions, the Company will be unable to timely file its Form 10-K for the period ended October 31, 2013 (“Form 10-K”) by February 14, 2013.
 
In the Company’s Form NT 10-K, the Company has indicated that management has encountered delays in completing the Company’s consolidated financial statements and corresponding delay in completing of the annual audit.  As such, information necessary for the filing of a complete and accurate report on Form 10-K could not be gathered within the prescribed time period without unreasonable effort and expense. The Company remains committed to completing its Form 10-K at the earliest possible time, but does not currently anticipate its completion within the fifteen calendar days following the prescribed due date.
 
The timely filing of the Form 10-K is a condition for the Company’s continued listing on the Exchange under Sections 134 and 1101 of the NYSE MKT LLC Company Guide (the "Company Guide").  In addition,  this failure will be a material violation of its listing agreement with the Exchange, and under Section 1003(d) of the Company Guide the Exchange is authorized to suspend and unless prompt corrective action is taken, remove the Company’s securities from the Exchange.
 
As a result, the  Company is now subject to the procedures and requirements of Section 1009 of the Company Guide and must contact the Exchange by February 7, 2013 to confirm receipt of the Letter, discuss any new developments of which the Exchange staff may be unaware, and indicate whether or not it intends to submit a plan of compliance.
 
In order to maintain its listing, the Company must submit a plan of compliance (“Compliance Plan”) by February 14, 2013 advising of actions that Company has taken or will take to comply with Sections 134 and 1101 of the Company Guide by May 1, 2013.  The Compliance Department will evaluate the Compliance Plan and make a determination as to whether or not to accept the Compliance Plan by May 1, 2013.  In the event the Compliance Plan is accepted, the Company will remain listed during the plan period and will be subject to periodic review to determine whether progress is being made pursuant to the Compliance Plan.  In the event that a Compliance Plan is not submitted, accepted or progress is not made under the Compliance Plan during the plan period, the Exchange staff may initiate delisting proceedings in accordance with Section 1010 and Part 12 of the Company Guide.
 
The Company  intends to submit a Compliance Plan by February 14, 2013 and continue its efforts to file the Form 10-K at the earliest possible time.
 
 
 
 
2
 
 
 
The Company issued a press release on February 5, 2013 relating to the foregoing matters. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
 
Item 9.01           Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit No.            Description
 
99.1
Press Release

 
3
 


 
SIGNATURE
 

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.
 
China Botanic Pharmaceutical Inc.
a Nevada Corporation


Dated: February 5, 2013                                                 /s/ Li Shaoming
Li Shaoming,
Chief Executive Officer


 
 
 
 
 
 
4
 EX-99 2 ex99-1.htm ex99-1.htm



 
EXHIBIT 99.1
 
CHINA BOTANIC PHARMACEUTICAL INC. ANNOUNCES
 
RECEIPT OF NOTICE OF FAILURE TO SATISFY CONTINUED LISTING LETTER
 
 
Harbin, China –February 5, 2013 –China Botanic Pharmaceutical Inc. (AMEX: CBP) (formerly Renhuang Pharmaceuticals, Inc.) ("China Botanic" or the "Company"), a developer, manufacturer and distributor of botanical products, bio-pharmaceuticals and traditional Chinese medicines (“TCM”) in China, announced today that on January 31, 2013, the Company received a notice of failure to satisfy a continued listing standard (the "Letter") from the NYSE MKT LLC (the "Exchange").
 
The Letter indicates that although the Company has resolved the Audit Committee continued listing deficiency referenced in the warning letter from the Exchange dated January 12, 2013, the staff of the NYSE MKT Corporate Compliance Department (“Compliance Department”) has determined that based upon its review of the Form NT 10-K filed on January 30, 2013 and subsequent discussions, the Company will be unable to timely file its Form 10-K for the period ended October 31, 2013 (“Form 10-K”) by February 14, 2013.  In the Company’s Form NT 10-K, the Company indicated that management has encountered delays in completing the Company’s consolidated financial statements and corresponding delay in completing of the annual audit. As such, information necessary for the filing of a complete and accurate report on Form 10-K could not be gathered within the prescribed time period without unreasonable effort and expense. The Company remains committed to completing its Form 10-K at the earliest possible time, but does not currently anticipate its completion within the fifteen calendar days following the prescribed due date.
 
The timely filing of the Form 10-K is a condition for the Company’s continued listing on the Exchange under Sections 134 and 1101 of the NYSE MKT LLC Company Guide (the "Company Guide").  In addition,  this failure will be a material violation of its listing agreement with the Exchange, and under Section 1003(d) of the Company Guide the Exchange is authorized to suspend and unless prompt corrective action is taken, remove the Company’s securities from the Exchange.
 
As a result, the  Company is now subject to the procedures and requirements of Section 1009 of the Company Guide and must contact the Exchange by February 7, 2013 to confirm receipt of the Letter, discuss any new developments of which the Exchange staff may be unaware, and indicate whether or not it intends to submit a plan of compliance.
 
In order to maintain its listing, the Company must submit a plan of compliance (“Compliance Plan”) by February 14, 2013 advising of actions that Company has taken or will take to comply with Sections 134 and 1101 of the Company Guide by May 1, 2013.  The Compliance Department will evaluate the Compliance Plan and make a determination as to whether or not to accept the Compliance Plan by May 1, 2013.  In the event the Compliance Plan is accepted, the Company will remain listed during the plan period and will be subject to periodic review to determine whether progress is being made pursuant to the Compliance Plan.  In the event that a Compliance Plan is not submitted, accepted or progress is not made under the Compliance Plan during the plan period, the Exchange staff may initiate delisting proceedings in accordance with Section 1010 and Part 12 of the Company Guide.
 
The Company  intends to submit a Compliance Plan by February 14, 2013 and continues  its efforts to file the Form 10-K at the earliest possible time.
 

 
 
 
 

 
 
ABOUT CHINA BOTANIC PHARMACEUTICAL INC.
 
China Botanic Pharmaceutical Inc. is engaged in the research, development, manufacturing, and distribution of botanical products, bio-pharmaceutical products, and traditional Chinese medicines ("TCM"), in the People's Republic of China. All of the Company's products are produced at its three GMP-certified production facilities in Ah City, Dongfanghong and Qingyang. The Company distributes its botanical anti-depression and nerve-regulation products, biopharmaceutical products, and botanical antibiotic and OTC TCMs through its network of over 3,000 distributors and over 70 sales centers across 24 provinces in China. For more information, please visit www.renhuang.com.
 
Safe Harbor Statement
 
This press release contains certain statements that may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon management's beliefs, assumptions and expectations of the Company's future operations and financial performance, taking into account the information currently available to management. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known that may cause actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition expressed or implied in any forward-looking statements. These forward-looking statements are based on current plans and expectations and are subject to a number of uncertainties including, but not limited to, the Company's ability to manage expansion of its operations effectively, and other factors detailed in the Company's annual report on Form 10-K and other filings with the Securities and Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
 


 
Company Contact:
    
China Botanic Pharmaceutical Inc.
    
Ms. Portia Tan, IR Contact
    
Tel:    86-451-8260-2162
    
Email: ir@renhuang.com