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 9, 2012
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 |
|
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)
___________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2012 (Beijing Standard Time), at the Annual Meeting of the Stockholders, Company’s stockholders elected 5 directors, Mr. Shaoming Li, Mr. Zack Pan, Mr. Bingchun Wu, Mr. Changxiong Sun, and Mr. Dianjun Pi to serve as directors until the Annual Meeting of Stockholders for the year 2012.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 10, 2012 (Beijing Standard Time), the Company held its Annual Meeting of Stockholders held at the Company’s corporate office at Level 11, Changjiang International Building, No. 28, Changjiang Road, Nangang District, Harbin, China. There were 37,239,536 shares of our common stock entitled to vote at the meeting and 33,526,265 shares were represented at the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
Our stockholders elected 5 directors, Mr. Shaoming Li, Mr. Zack Pan, Mr. Bingchun Wu, Mr. Changxiong Sun, and Mr. Dianjun Pi to serve as directors until the Annual Meeting of Stockholders for the year 2012. The votes regarding the election of directors were as follows:
| Name of Director | Votes For | Against | Abstain | Broker Non-Vote |
| Shaoming Li | 28,323,063 | 362 | 3,893 | 5,208,556 |
| Zack Pan | 28,318,096 | 5,329 | 3,893 | 5,208,556 |
| Bingchun Wu | 28,323,299 | 126 | 3,893 | 5,208,556 |
| Changxiong Sun | 28,321,799 | 1,626 | 3,893 | 5,208,556 |
| Dianjun Pi | 28,323,425 | 0 | 3,893 | 5,208,556 |
Our stockholders ratified the Board’s appointment of Windes & McClaughry Accountancy Corporation as our independent registered public accounting firm for our fiscal year 2012. The votes regarding the ratification of our auditor were as follows:
| For | Against | Abstain |
| 33,518,497 | 6,468 | 1,300 |
Section 8-Other Events
Item 8.01 Other Events.
On April 10, 2012, the Company issued a press release relating to the results of the annual meeting, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Section 9 – Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release Dated April 10, 2012 titled “China Botanic Announces Results of Annual General Meeting” |
The information contained in Exhibits 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.
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: April 11, 2012 | /S/ David Dong |
| David Dong | |
| Chief Financial Officer |
China Botanic Announces Results of Annual General Meeting
HARBIN, China, April 10, 2012 /PRNewswire-Asia/ -- China Botanic Pharmaceutical Inc. (NYSE AMEX: CBP) ("China Botanic" or the "Company"), a developer, manufacturer and distributor of botanical products, bio-pharmaceuticals and traditional Chinese medicines ("TCM") in China, today announced the results of its annual general meeting of stockholders ("Annual Meeting") held on Tuesday, April 10, 2012 (Beijing Standard Time) in Harbin, China.
At the Annual Meeting, stockholders elected directors Messrs. Shaoming Li, Zack Pan, Bingchun Wu, Changxiong Sun, and Dianjun Pi to serve on the Board of Directors of the Company. Stockholders also ratified the appointment of Windes & McClaughry Accountancy Corporation as the independent registered public accounting firm of the Company for the fiscal year ending October 31, 2012.
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.
David Dong CFO
Email:david@renhuang.com
Ms. Portia Tan, IR Contact
Tel: 86-451-8260-2162
Email: ir@renhuang.com