-----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, VfydNedeTyhbEDUw7MsL6m+sM2qH3DVMKME/V+/m3t3wxRRcz2+33bJqdNPSnrtk RpBYptXRcDBhBfHmx6rIVA== 0001193805-08-003333.txt : 20081209 0001193805-08-003333.hdr.sgml : 20081209 20081209131233 ACCESSION NUMBER: 0001193805-08-003333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081205 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA ORGANIC AGRICULTURE, INC. CENTRAL INDEX KEY: 0001337826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52430 FILM NUMBER: 081237652 BUSINESS ADDRESS: STREET 1: ERMAPAO GREEN RICE LIMITED STREET 2: EAST PING FENG XIANG ZHENG FU, QIAN GUO CITY: SONGYUAN CITY, JILIN PROVINCE STATE: F4 ZIP: 131108 BUSINESS PHONE: 310-441-1888 MAIL ADDRESS: STREET 1: ERMAPAO GREEN RICE LIMITED STREET 2: EAST PING FENG XIANG ZHENG FU, QIAN GUO CITY: SONGYUAN CITY, JILIN PROVINCE STATE: F4 ZIP: 131108 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL ELECTRIC SERVICES INC DATE OF NAME CHANGE: 20050902 8-K 1 e604774_8k-cnoa.txt 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): December 5, 2008 CHINA ORGANIC AGRICULTURE, INC. ------------------------------- (Exact Name of Registrant as Specified in Its Charter) FLORIDA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-129355 20-3505071 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Dalian City, Zhongshan District, Youhao Road Manhattan Building #1, Suite 1511, Dalian City, Liaoning Province, P.R. China --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 310 441-9777 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Jilin Province Songyuan City ErMaPao Green Rice Limited, East Ping Feng Xiang Zheng Fu, Qian Guo District, Songyuan City, Jilin Province, P.R. China - -------------------------------------------------------------------------------- (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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Appointment of New Director On December 5, 2008, Guangwu Zhang was appointed to the board of directors of China Organic Agriculture, Inc. (the "Company"). Mr. Zhang is considered an "independent director" pursuant to the regulations of the Securities and Exchange Commission and the rules which pertain to companies listed on the Over the Counter Bulletin Board of the NASD. Mr. Zhang was appointed as director by unanimous consent of the Company's board of directors. There is currently no agreement regarding compensation for his service on the board. There are no other arrangements or understandings between Mr. Zhang and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Zhang and any executive officer or other director of the Company. Mr. Zhang currently holds the position of Professor of Agriculture at Shandong Agricultural University. As author of over 100 academic papers, he currently holds several national appointments including Vice Committee Chairman of Cultivation Research Committee of The Crop Science Society of China as well as evaluator of National Natural Science Foundation of China. Item 8.01. Other Events. On December 8, 2008 the Company issued a press release, "China Organic Agriculture Achieves Two of Three Major Exchange Listing Requirements with Appointment of Third Independent Director" A copy of the press release is furnished and attached hereto as Exhibit 99.1. On December 5, 2008, the Company also issued a press release, "China Organic Agriculture Announces Joint Venture with Premium Wine Producer East Star Wine Company" A copy of the press release is furnished and attached hereto as Exhibit 99.2 Item 9.01 Financial Statements and Exhibits. d) Exhibits. 99.1 Press Release 99.2 Press Release. 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: December 8, 2008 China Organic Agriculture, Inc. Name: /s/ Jinsong Li ------------------------ Jinsong Li Title: Chief Executive Officer EX-99.1 2 e604774_ex99-1.txt EXHIBIT 99.1 China Organic Agriculture Achieves Two of Three Major Exchange Listing Requirements with Appointment of Third Independent Director Agriculture Expert Guangwu Zhang Brings Scientific Expertise to Board of Directors and Future Product Evaluation Efforts Business Wire LOS ANGELES & LIAONING, China -- December 08, 2008 China Organic Agriculture, Inc. (OTCBB: CNOA), an international diversified premium food products company capitalizing on China's burgeoning domestic consumer demand, today announced the completion of an important requirement for listing on a major exchange by appointing Professor Guangwu Zhang as the third independent director on CNOA's Board. As mentioned in the Company's strategic initiatives in October, China Organic Agriculture is seeking graduation to a higher exchange as soon as t meets listing requirements. These basic requirements include three independent directors, maintaining certain average volume levels and achieving the stock price required by the exchange on which we seek to list. "The appointment of a third independent director marks the completion of two out of the three basic listing requirements for China Organic Agriculture," said Jinsong Li, Chief Executive Officer. "Our only remaining requirement is increasing our share price, which has been appreciating despite current market conditions. We credit our share price increase in part to our high-growth acquisition strategy, consistent news flow and record guidance of $0.29 EPS for the full year 2008." Mr. Zhang brings decades of experience as an expert in the field of Agriculture. He currently holds the position of Professor of Agriculture at Shandong Agricultural University. As author of over 100 academic papers, he currently holds several prestigious appointments including Vice Committee Chairman of Cultivation Research Committee of The Crop Science Society of China as well as evaluator of National Natural Science Foundation of China. "China Organic is carefully constructing an extremely focused and experienced Board of Directors," said Mr. Li. "I believe Mr. Zhang's appointment brings expertise that will prove invaluable as we evaluate new products as potential additions to our list of high quality premium natural foods." China Organic Agriculture is in the process of transforming itself from an agricultural supply company to a leader in the trading and distribution of high quality luxury goods and premium foods throughout China and Asia. About China Organic Agriculture China Organic Agriculture is a high growth international food products company capitalizing on China's burgeoning domestic demand for premium products due to an expanding class of consumers with the ability to acquire premium food products. The Company has developed an extensive distribution network throughout China including Beijing, Shanghai and Nanjing. The Company is positioned to leverage this network to increase market penetration with broad distribution of agricultural, food and related premium products. The Company has experienced significant growth since its inception in 2002 and continues to implement a number of strategic initiatives to further expand revenues and earnings. For more information, please visit: www.chinaorganicagriculture.com. FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning future acquisitions, estimates of, and increases in, production, cash flows and values, statements relating to the continued advancement of China Organic Agriculture's products and other statements which are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect," "intend," "may," and similar expressions are forward-looking statements. Although China Organic Agriculture Inc. believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, those set forth in our reports filed with the Securities and Exchange Commission, together with the risks discussed in our press releases and other communications to shareholders issued by us from time to time, such as our ability to raise capital as and when required, the availability of raw products and other supplies, competition, the costs of goods, government regulations, and political and economic factors in the People's Republic of China in which our subsidiaries operate. Contact: China Organic Agriculture, Inc. Steve Wan, 310-441-9777 stevewan@chinaorganicagriculture.com or Kate Ou, 646-200-6322 kateou@chinaorganicagriculture.com or China America Financial Communications Group Darren Minton, 212-823-0523 chinaorganic@cafcg.com EX-99.2 3 e604774_ex99-2.txt Exhibit 99.2 China Organic Agriculture Announces Joint Venture with Premium Wine Producer East Star Wine Company Rapid Growth of Asian Demand for Ultra-Premium Ice Wines Provides Potential Opportunity for CNOA to Capture Significant Market Share Business Wire LOS ANGELES & LIAONING, China -- December 05, 2008 China Organic Agriculture, Inc. (OTCBB: CNOA), an international diversified premium food products company capitalizing on China's burgeoning domestic consumer demand, today announced a Chinese-foreign equity joint venture with China-based Xinbin Manchu Autonomy County East Star Wine Company Ltd. The joint venture, to be branded Asia Star Ice Wine Company Ltd., will market and sell premium and specialty ice wines through CNOA's distribution subsidiary, Dalian Ankang. Initial output of both premium wines and ice wines are projected at approximately 2,000 tons. China Organic will own 60% of the new entity. China, Canada, Germany and Austria are the only countries in the world possessing the unique climate required to produce ice wine, which results from the harvesting and processing of a specific type of grape and consistent temperatures below -10 degrees Celsius. "Asian demand for ice wine accounts for 60% of Canada's top ice wine exports since 2004," said Jinsong Li, Chief Executive Officer of China Organic Agriculture. "Through this relationship, we believe we can capture a significant portion of the rapidly growing domestic Asian market for luxury ice wines as well as other high quality offerings in several closely-related categories." The core activities of the newly formed joint venture company are expected to include the processing and distribution of red wine, ice wine, blueberry ice wine, and blueberry drinks and the processing and distribution of grapes and blueberries. The Asia Star joint venture is characteristic of the type of acquisition or business relationship that can provide opportunities for CNOA to achieve a significant market share in the distribution and sale of premium wines in China. While there are currently 600 million urban Chinese, that number is expected to grow to over 1 billion by 2020. The burgeoning Chinese middle class now includes more than 200 million people and is growing rapidly. Given the growing affluence of China's premium food products consumers, China Organic's management believes that the division has the potential to deliver significant revenues for the next several decades. China has been labeled as the sleeping giant of the wine industry. Consumption of wines, especially foreign wines, has increased 50 percent from 2000-2005 and looks to be exceeding that growth by a further 70 percent for the balance of the decade. Demand is growing rapidly and supply of foreign wines is extremely tight. Recent guidance released by CNOA evidences the growth potential into fiscal 2009 and beyond: Q4 2008 revenue $54 million versus $15.7 million Q4 2007 * Full year 2008 revenue $113 million versus $44.5 million FY 2007 Q4 2008 net income $11 million versus $3.9 million Q4 2007. * Full year 2008 net income $20 million versus $13.5 million FY 2007 Q4 2008 EPS $0.15. Full year 2008 EPS $0.29 The above figures include our recent $8.7 million sale of our ErMaPao rice division as well as the October 2008 acquisition of Dalian Huiming, a major agricultural trading company with fiscal 2007 revenues and earnings of $40.2 million and $2.7 million respectively. About China Organic Agriculture China Organic Agriculture is a high growth international food products company capitalizing on China's burgeoning domestic demand for premium products due to an expanding class of consumers with the ability to acquire premium food products. The Company has developed an extensive distribution network throughout China including Beijing, Shanghai and Nanjing. The Company is positioned to leverage this network to increase market penetration with broad distribution of agricultural, food and related premium products. The Company has experienced significant growth since its inception in 2002 and continues to implement a number of strategic initiatives to further expand revenues and earnings. For more information, please visit: www.chinaorganicagriculture.com. FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning future acquisitions, estimates of, and increases in, production, cash flows and values, statements relating to the continued advancement of China Organic Agriculture's products and other statements which are not historical facts. When used in this document, the words such as "could," "plan," "estimate," "expect," "intend," "may," and similar expressions denote forward-looking statements. Although China Organic Agriculture Inc. believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, those set forth in our reports filed with the Securities and Exchange Commission, together with the risks discussed in our press releases and other communications to shareholders issued by us from time to time, such as our ability to raise capital as and when required, the availability of raw products and other supplies, competition, the costs of goods, government regulations, and political and economic factors in the People's Republic of China in which our subsidiaries operate. Contact: China Organic Agriculture, Inc. Steve Wan, 310-441-9777 stevewan@chinaorganicagriculture.com or Kate Ou, 646-200-6322 kateou@chinaorganicagriculture.com or China America Financial Communications Group Darren Minton, 212-823-0523 chinaorganic@cafcg.com -----END PRIVACY-ENHANCED MESSAGE-----