-----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, BwrWSiLky1yYaONt9oF0i6PbTaaF/3rekdmBYTBZODky9CQZBphset9XbNPcoF8q eX2RlIGt/MFLsOK/LE5KeQ== 0001161697-11-000168.txt : 20110223 0001161697-11-000168.hdr.sgml : 20110223 20110223152834 ACCESSION NUMBER: 0001161697-11-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110223 DATE AS OF CHANGE: 20110223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lotus Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001292087 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 200507918 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32581 FILM NUMBER: 11632061 BUSINESS ADDRESS: STREET 1: 16 CHENG ZHUANG ROAD STREET 2: FENG TAI DISTRICT CITY: BEIJING STATE: F4 ZIP: 100071 BUSINESS PHONE: 86-10-63899868 MAIL ADDRESS: STREET 1: 16 CHENG ZHUANG ROAD STREET 2: FENG TAI DISTRICT CITY: BEIJING STATE: F4 ZIP: 100071 FORMER COMPANY: FORMER CONFORMED NAME: S.E. ASIA TRADING COMPANY, INC. DATE OF NAME CHANGE: 20040527 8-K 1 form_8-k.htm FORM 8-K FOR 02-18-2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):          February 18, 2011

 

 

LOTUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada

001-32581

20-0507918

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

16 Cheng Zhuang Road, Feng Tai District
Beijing, People’s Republic of China


   100071

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code

86-10-63899868

 

 

N/A

(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))

 


Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 18, 2011, the board of directors of Lotus Pharmaceuticals, Inc. (the “Company”) adopted an amendment to the Company’s Bylaws. Pursuant to the amendment, Section 5 of Article VI of the Company’s Bylaws was amended and restated in its entirety to read as follows:

 

“Section 5. The stock transfer book may not be closed for any purpose. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the corporation (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose, such date in any case to be not more than sixty (60) days, and, in the case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.”

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.

Description

 

3.1

Amendment to Bylaws

 

 

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.

 

 

LOTUS PHARMACEUTICALS, INC.

 

 

Date: February 23, 2011

By:  /s/ Liu Zhongyi
        Name: Liu Zhongyi
        Title: Chairman and Chief Executive Officer

 

2

 EX-3 2 ex_3-1.htm AMENDMENT TO BYLAWS UNITED STATES

Exhibit 3.1


AMENDMENT TO THE BYLAWS


OF


Lotus Pharmaceuticals, Inc.


(a Nevada corporation)


February 18, 2011


The Bylaws of Lotus Pharmaceuticals, Inc., a Nevada corporation, are hereby amended as follows:


Article VI, Section 5 shall be deleted in its entirety and replaced by the following which shall be inserted in lieu thereof:


“Section 5. The stock transfer book may not be closed for any purpose. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or  entitled  to  receive  a  distribution  by  the  corporation  (other  than a distribution involving a purchase or redemption by the corporation of any of its own  shares)  or a  share  dividend,  or in  order  to make a  determination  of shareholders  for any other proper  purpose, such date in any case to be not more than sixty (60) days, and, in the case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If no record date is fixed for the determination of shareholder s entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date  on  which  the  resolution  of  the  Board  of  Directors  declaring  such distribution or share dividend is adopted,  as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders  entitled to vote at any meeting  of  shareholders  has  been  made as  provided  in this  Section,  such determination  shall  apply  to  any  adjournment  thereof.”


This Amendment was adopted in accordance with the Bylaws of Lotus Pharmaceuticals, Inc. on February 18, 2011.



APPROVED:

/s/ Liu Zhongyi
Liu Zhongyi


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