Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
(Rule
14c-101)
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check the
appropriate box:
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o
Preliminary Information
Statement
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o
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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x Definitive
Information Statement
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RENHUANG
PHARMACEUTICALS, INC.
(Name of
Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act. Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
Copies
to:
William
N. Haddad, Esq.
DLA Piper
LLP (US)
1251
Avenue of the Americas
New York,
New York 10020-1104
Telephone: (212)
335-4500
Facsimile: (212)
884-8498
RENHUANG
PHARMACEUTICALS, INC.
11th
Floor, Changjiang International Building, No. 28
Changjiang
Road, Nangang District
Harbin,
Heilongjiang Province, P.R. China 150090
Dear
Shareholder:
The
attached Information Statement is furnished by the Board of Directors to inform
you that on October 14, 2010, the Board of Directors of Renhuang Pharmaceuticals
Inc. (the “Company”) approved, and recommended that the Company’s Articles of
Incorporation be amended (the “Amendment”) to change the name of the Company to
China Botanic Pharmaceutical Inc. (the “Name Change”).
On
October 14, 2010, the holders of approximately 75.89% of the outstanding shares
of Common Stock executed a written consent adopting and approving the
Amendment. Pursuant to the provisions of the Nevada Revised Statutes
(the “NRS”) and the Company’s Articles of Incorporation, the holders of at least
a majority of the
outstanding voting shares are permitted to approve the Amendment by written
consent in lieu of a meeting, provided that notice of such action is given to
the other shareholders of the Company. This written consent assures
that the Amendment will occur without your vote. Pursuant to the
rules and regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an
information statement must be sent to the holders of voting stock who do not
sign the written consent at least 20 days prior to the effective date of the
action. This notice, which is being sent to all holders of record on
October 13, 2010 (the “Record Date”), is intended to serve as such notice under
Nevada law and as the information statement required by the Exchange
Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
This
information statement is being mailed on or about October 27, 2010.
By Order
of the Board of Directors,
/s/ Shaoming
Li
Shaoming
Li
Chairman
and Chief Executive Officer
October
27, 2010
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION
This Information Statement, and any
documents which we incorporate by reference in this Information Statement, may
contain “forward-looking statements.” All statements other than statements of
historical fact are “forward-looking statements” for purposes of these
provisions, including any projections of earnings, revenues or other financial
items, any statement of the plans and objectives of management for future
operations, and any statement of assumptions underlying any of the foregoing.
These statements may contain words such as “expects,” “anticipates,” “plans,”
“believes,” “projects,” and words of similar meaning. These statements relate to
our future business and financial performance.
Actual outcomes may differ materially
from these statements. The risks listed in this Information Statement as well as
any cautionary language in this Information Statement, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from any expectations we describe in our forward-looking statements.
There may be other risks that we have not described that may adversely affect
our business and financial condition. We disclaim any obligation to update or
revise any of the forward-looking statements contained in this Information
Statement. We caution you not to rely upon any forward-looking statement as
representing our views as of any date after the date of this Information
Statement. You should carefully review the information and risk factors set
forth in other reports and documents that we file from time to time with the
SEC.
INTRODUCTION
We are
sending you this information statement to inform you of the adoption of the
Amendment on October 14, 2010, by a majority of the shareholders of the
Company’s issued and outstanding Common Stock pursuant to a written consent in
lieu of a special meeting. The purpose of the Amendment is to
change the name of the Company to China Botanic Pharmaceutical Inc.
The
holders of 28,262,450 shares, out of the 37,239,536 issued and outstanding
shares of Common Stock on October 14, 2010, representing approximately 75.89% of
the votes entitled to be cast with regard to the Amendment, approved the
Amendment via written consent in lieu of a special meeting of
shareholders.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Amendment will become
effective 20 calendar days after the mailing of this Information
Statement. The Board of Directors is not soliciting your proxy in
connection with the adoption of the Amendment and proxies are not being
requested from shareholders. The date on which this information statement
is first being sent to shareholders is on or about October 27,
2010.
The
Company is distributing this information statement to its shareholders in full
satisfaction of any notice requirements it may have under the NRS. No
additional action will be undertaken by the Company with respect to the receipt
of written consents, and no dissenters’ rights with respect to the receipt of
the written consents, and no dissenters’ rights under the NRS, are afforded to
the Company’s shareholders as a result of the adoption of the
Amendment.
Expenses
in connection with the distribution of this information statement will be paid
by the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
VOTE
REQUIRED; MANNER OF APPROVAL
Approval
of an amendment or restatement to the current Articles of Incorporation of the
Company under the NRS requires the affirmative vote of the holders of a majority
of the voting power of the Company. The Company has no class of voting stock
outstanding other than the Common Stock (see “Description of
Securities”).
Section
78.320 of the NRS provides, in substance, that, unless the Company’s Articles of
Incorporation provide otherwise, shareholders may take action without a meeting
of shareholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding
voting stock holding not less than the minimum number of votes that would be
necessary to approve such action at a shareholders meeting. Under the applicable
provisions of the NRS, this action is effective when written consents from
holders of record of a majority of the outstanding shares of voting stock are
executed and delivered to the Company.
In
accordance with the NRS, the affirmative written consent to the Amendment by
holders of at least a majority of the outstanding shares of voting stock of the
Company has been obtained. As a result, no additional vote or proxy is required
by the shareholders to approve the adoption of the Amendment.
Under
Rule 14c-2 promulgated under the Exchange Act, the Amendment cannot take effect
until 20 days after this Information Statement is first sent to the Company’s
shareholders, currently anticipated to be October 27, 2010. The Amendment
will become effective upon its filing with the Secretary of State of the State
of Nevada, which is anticipated to be on or about November 16, 2010.
We are not soliciting
consents in connection with the election of directors or to approve the
Amendment. Nevada law permits the Company to take any action which
may be taken at an annual or special meeting of its stockholders by written
consent, if the holders of a majority of the shares of its Common Stock sign and
deliver a written consent to the action to the Company.
Under Nevada law,
stockholders have no appraisal or dissenters’ rights in connection with the
election of directors and the Amendment.
AMENDMENT TO THE ARTICLES OF
INCORPORATION
Amendment
to the Articles of Incorporation to Change the Name of the Company to China
Botanic Pharmaceutical Inc.
The Board of Directors has approved an
amendment to the Articles of Incorporation that would change the name of the
Company to China Botanic Pharmaceutical Inc. (the “Name Change”). The
name change will occur automatically when the amendment to the Articles of
Incorporation is filed with the Nevada Secretary of State (the “Effective Date”)
without any action on the part of stockholders. The Board of
Directors believes that by changing our corporate name to China Botanic
Pharmaceutical Inc. will more accurately reflect our business
focus.
THE
AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE
NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT
RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT THAT
WILL OCCUR AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT AND THE
BACKGROUND OF THESE TRANSACTIONS.
DESCRIPTION
OF SECURITIES
General
As of the
Record Date, the Company’s authorized capital consists of an aggregate of
101,000,000 shares of capital stock, of which 100,000,000 shares of Common
Stock, with a par value of $0.001 per share, and 1,000,000 shares of preferred
stock, with no par value per share. As of the Record Date, there were
37,239,536 shares of Common Stock issued and outstanding and no issued and
outstanding shares of preferred stock. As of the Record Date, there
are 1,231,428 warrants to purchase common stock outstanding. As of
the Record Date, there are 3,723,954 shares subject to the Renhuang
Pharmaceuticals, Inc. 2003 Omnibus Securities Plan and there are 200,000 shares
subject to the 2007 Non-Qualified Company Stock Grant and Option
Plan.
The
following description is based on relevant portions of the Nevada General
Corporation Law and on our charter and bylaws. This summary is not necessarily
complete, and we refer you to the Nevada General Corporation Law and our charter
and bylaws for a more detailed description of the provisions
summarized
below.
Common
Stock
All
shares of our common stock have equal rights as to earnings,
assets, dividends and voting privileges and, when they are issued,
will be duly authorized, validly issued, fully paid and nonassessable.
Distributions may be paid to the holders of our common stock if, as and when
authorized by our Board
of
Directors and declared by us out of assets legally available therefor. Shares of
our common stock have no preemptive, conversion or redemption rights and are
freely transferable, except where their transfer is restricted by federal and
state securities laws or by contract. In the event of a liquidation, dissolution
or winding up of us, each share of our common stock would be entitled to share
ratably in all of our assets that are legally available for distribution after
we pay all debts and other liabilities and subject to any preferential rights of
holders of our preferred stock, if any preferred stock is outstanding at such
time. Each share of our common stock is entitled to one vote on all matters
submitted to a vote of stockholders, including the election of directors. Except
as provided with respect to any other class or series of stock, the holders of
our common stock will possess exclusive voting power. There is no cumulative
voting in the election of directors, which means that holders of a majority of
the outstanding shares of common stock will be able to elect all of our
directors, and holders of less than a majority of such shares will be unable to
elect any director. There are no dividend restrictions that limit the
Company’s ability to pay dividends on shares of Common Stock in the Company’s
Articles of Incorporation or bylaws. Section 78.288 of Chapter 78 of
the NRS prohibits the Company from declaring dividends where, after giving
effect to the distribution of the dividend: (a) the Company would not be able to
pay its debts as they become due in the usual course of business; or (b) except
as may be allowed by the Company’s Articles of Incorporation, the Company’s
total assets would be less than the sum of its total liabilities plus the amount
that would be needed, if the Company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders who may have preferential rights and whose preferential rights are
superior to those receiving the distribution.
Preferred
Stock
Our
articles of incorporation authorize the issuance of up to 1,000,000 shares of
Preferred Stock with designations, rights and preferences determined from time
to time by our Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the Common Stock. In the
event of issuance, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our authorized Preferred Stock, there can be no assurance that the
Company will not do so in the future.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of October 13, 2010, information concerning the
beneficial ownership of shares of our common stock held by our directors, our
named executive officers, our directors and executive officers as a group, and
each person known by us to be a beneficial owner of 5% or more of our
outstanding common stock.
Beneficial ownership is determined
according to the rules of the SEC. Beneficial ownership means that a
person has or shares voting or investment power of a security and includes any
securities that person has the right to acquire within 60 days after the
measurement date, such as pursuant to options, warrants or convertible
notes. Except as otherwise indicated, we believe that each of the
beneficial owners of our common stock listed below, based on information each of
them has given to us, has sole investment and voting power with respect to such
beneficial owner’s shares, except where community property or similar laws may
apply. For purposes of the column for shares underlying convertible
securities, in accordance with rules of the SEC, shares of our common stock
underlying securities that a person has the right to acquire within 60 days of
October 13, 2010 are deemed to be beneficially owned by such person for the
purpose of computing the percentage ownership of that person, but we do not
treat them as outstanding for the purpose of computing the ownership percentage
of any other person.
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Common Stock Beneficially Owned
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Name and Address of Beneficial
Owner
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Total
Outstanding
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Shares
Underlying
Convertible
Securities (1)
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Total
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Percent (2)
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Directors
and Named Executive Officers
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Shaoming
Li (3)
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17,850,000
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0
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17,850,000
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47.93
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%
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Jiang
He
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0
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0
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0
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0
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%
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Xiaoying Lu
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0
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0
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0
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0
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%
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Xiaoheng
Shao
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0
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5,833
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5,833
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0.02
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%
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Changxiong
Sun
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0
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0
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0
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0
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%
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Bingchun
Wu
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0
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0
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0
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0
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%
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Directors
and executive officers as a group (6 persons)
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17,850,000
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(4) |
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17,855,833
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17,855,833
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47.95
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%
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5%
Beneficial Owners
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Dianjun
Pi - Total Posperity (5)
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3,159,450
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0
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3,159,450
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8.48
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%
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Tuya
Wulan – New BVI Co. (6)
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2,975,000
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0
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2,975,000
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7.99
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%
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Yunman
Cheung – China Wealth Sources Co. (7)
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4,278,000
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0
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4,278,000
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11.49%
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%
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(1)
Includes shares of our common stock issuable upon exercise of options or upon
conversion of warrants or convertible notes within 60 days.
(2) Based
on 37,239,536 shares of our common stock outstanding as of October 13,
2010.
(3) The
address for this beneficial owner is No. 281, Taiping Road, Taiping District,
Harbin, Heilongjiang Province, China 150050.
(4)
Includes 17,850,000 shares of Common Stock owned by Celebrate Fortune Company
Limited, an entity controlled by Mr. Shaoming Li.
(5)
Includes 3,159,450 shares of Common Stock owned by Total Prosperity Company
Ltd., an entity controlled by Mr. Dianjun Pi.
(6)
Includes 2,975,000 shares of Common Stock owned by New BVI Co., an entity
controlled by Mr. Tuya Wulan.
(7)
Includes 4,278,000 shares of Common Stock owned by New China Wealth Sources Co.,
an entity controlled by Mr. Cheung Yunman.
INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED
UPON
None of the directors or executive
officers of the Company has any substantial interest resulting from the
Amendment that is not shared by all other stockholders, and in accordance with
their respective interests..
ADDITIONAL
INFORMATION
We are required to file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC's public reference
rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section
of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for more information on the operation of the public
reference rooms. Copies of our SEC filings are also available to the public from
the SEC's web site at www.sec.gov.
DELIVERY
OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Certain shareholders who share an
address are being delivered only one copy of this Information Statement unless
the Company or one of its mailing agents has received contrary instructions.
Upon the written or oral request of a stockholder at a shared address to which a
single copy of the Information Statement was delivered, the Company shall
promptly deliver a separate copy of such documents to such
stockholder. Written requests should be made to Renhuang
Pharmaceuticals Inc., 11th Floor, Changjiang International Building, No. 28,
Changjiang Road, Nangang District, Harbin, Heilongjiang Province, P.R. China
150090. In addition, if such a shareholder wishes to receive a
separate copy of this Information Statement in the future, such shareholder
should notify the Company either in writing addressed to the foregoing address
or by calling the foregoing telephone number. Shareholders sharing an
address who are receiving multiple copies of the information and proxy
statements of the Company may request delivery of a single copy of the
information and proxy statements of the Company by writing to the address above
or calling the telephone number above.
YOU
ARE URGED TO READ THESE DOCUMENTS AS THEY CONTAIN IMPORTANT INFORMATION
REGARDING THE COMPANY.
We will
furnish any document we file with the SEC free of charge to any shareholder upon
written request to Renhuang Pharmaceuticals Inc., 11th Floor, Changjiang
International Building, No. 28, Changjiang Road, Nangang District, Harbin,
Heilongjiang Province, P.R. China 150090. You are encouraged to
review any document filed by our Company with the SEC and other publicly
available information.
INCORPORATION BY
REFERENCE
The SEC allows us to “incorporate by
reference” information into this proxy statement, which means that we can
disclose important information to you by referring you to another document or
report filed separately with the SEC. The information incorporated by reference
is deemed to be a part of this Information Statement, except to the extent any
information is superseded by this Information Statement. The following documents
which have been filed by the Company with the Securities and Exchange Commission
and contain important information about the Company and its finances, are
incorporated into this Information Statement:
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Our
Annual Report on Form 10-K for the fiscal year ended October 31, 2009,
filed with the Commission on January 29, 2010.
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Our
Annual Report on Form 10-K/A for the fiscal year ended October 31, 2009,
filed with the Commission on February 4, 2010.
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Our
Annual Report on Form 10-K/A for the fiscal year ended October 31, 2009,
filed with the Commission on March 1, 2010.
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Our
Quarterly Report on Form 10-Q filed for the quarter ended January 31, 2010
filed on March 16, 2010
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Our
Quarterly Report on Form 10-Q filed for the quarter ended April 30, 2010
filed on June 7, 2010.
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•
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Our
Quarterly Report on Form 10-Q filed for the quarter ended July 31, 2010
filed on September 17, 2010.
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Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Information
Statement will be deemed to be modified or superseded for purposes of this
Information Statement to the extent that a statement contained in this
Information Statement or any other subsequently filed document that is deemed to
be incorporated by reference into this Information Statement modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
Information Statement. The reports incorporated by reference into this
Information Statement are being delivered to our stockholders along with this
Information Statement.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.
By Order
of the Board of Directors,
/s/ Shaoming
Li
Shaoming
Li
Chairman
and Chief Executive Officer
October
27, 2010