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 4, 2013 (January 1, 2013)

 
CHINA JO-JO DRUGSTORES, INC.
(Exact name of registrant as specified in its charter)

 
Nevada
 
001-34711
 
98-0557852
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)

 
Room 507-513, 5th Floor, A Building, Meidu Plaza
Gongshu District, Hangzhou, Zhejiang Province
People’s Republic of China
   
(Address of principal executive offices)
 
(Zip Code)
 

Registrant’s telephone number,   including area code
+86 (571) 88077078


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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

 
 

 

Item 1.01
Entry into a Material Definitive Agreement.

On January 1, 2013, immediately following the resignation of Mr. Bennet P. Tchaikovsky as described in Item 5.02 below, the registrant entered into a Consulting Services Agreement with Worldwide Officers, Inc. (“WOI”), for which Mr. Tchaikovsky is the principal.  WOI will provide accounting and business services not to exceed 80 hours in exchange for a consulting fee of $12,000; provided that the parties will negotiate for additional compensation if additional service hours are required.  The term of the Consulting Services Agreement is for one year, unless sooner terminated.  The parties may also negotiate to extend the term.

A copy of the foregoing agreement is included with this current report as Exhibit 99.1.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Officer and Director

Effective January 1, 2013, Ms. Shuizhen Wu and Messrs. Chong’an Jin, Tchaikovsky, Xiaomeng Yu and Baowen Zhao resigned from the registrant’s board of directors (the “Board”), and Ms. Shuizen Wu and Messrs. Xiaomeng Yu and Baowen Zhao also from their respective positions on the Board’s audit, compensation and nominating committees.  The decision by these directors to resign from their respective positions was not the result of any material disagreement with the registrant on any matter relating to the registrant’s operations, policies or practices.

Appointment of Director

Effective January 1, 2013, Mr. Taihong Guo was appointed to the Board and to its audit, compensation and nominating committees.

Since December 2012, Mr. Guo has been the President of the Zhejiang Province Pharmaceutical Industry Association, which has over 300 local pharmaceutical enterprises as members, and serves as a bridge between its members and the Zhejiang Food and Drug Administration (“FDA”).  He was previously the Chief of the Hangzhou FDA from January 2003 to September 2009, and an Inspector from September 2009 to June 2012.  From February 2010 to January 2012, he also chaired the Board of Supervisors at three private companies in Hangzhou: Hangzhou Industrial Assets Management Co., Ltd., a state-owned asset management company, Hangzhou Qingcunbao Group Co., Ltd., a leading supplier of traditional Chinese medicine and nutritional supplements throughout China, and Hangzhou Information Technology Co., Ltd., a state-owned asset management focusing on technology companies.  None of these companies is related to or affiliated with the registrant.  Mr. Guo holds a bachelor degree in automotive designs from Jiangsu University (formerly Zhengjiang Nongji Institute), an associate degree in law from the Open University of China, Zhejiang Campus, and a bachelor degree in business management from the Central Party School.  The Board has determined that Mr. Guo should serve as a director given his experience with and working knowledge of the Hangzhou FDA, as well as his considerable contacts within the pharmaceutical industry in Hangzhou.

In connection with the foregoing appointment, the registrant and Mr. Guo entered into a letter agreement dated as of January 1, 2013, pursuant to which Mr. Guo will receive an annualized cash compensation of $6,000, payable in monthly installments on the end date of each month commencing on January 1, 2013.  Mr. Guo is also entitled to be included as an insured under the registrant’s directors and officers insurance policy.  A copy of the foregoing agreement is included with this current report as Exhibit 99.2.

There are no transactions between the registrant and Mr. Guo that would require disclosure under Item 404(a) of Regulation S-K.

Concurrently with Mr. Guo’s appointment, the Board also made new committee appointments.  Mr. Yuehai Ke, who chairs the compensation committee and serves on the audit committee, will now also chair the nominating committee.  Ms. Zhimin Su, who chairs the audit committee, was appointed to the compensation and nominating committees.

Item 8.01
Other Events.
 
On January 4, 2013, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.3, and the information in Exhibit 99.3 is incorporated herein by reference.

The information in Item 8.01 in this current report on Form 8-K and Exhibit 99.3 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statement and Exhibits.
 
 
2

 

(d)
EXHIBITS

Exhibit Number
 
Description
99.1
 
Consulting Services Agreement between the registrant and Worldwide Officers, Inc. dated as of January 1, 2013
99.2
 
Letter Agreement between the registrant and Taihong Guo dated as of January 1, 2013
99.3
 
Press release dated January 4, 2013


 

 

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 thereunto duly authorized.

   
CHINA JO-JO DRUGSTORES, INC.
 
Date:
January 4, 2013
(Registrant)
 
         
   
By:
/s/ Ming Zhao
 
     
Ming Zhao
 
     
Chief Financial Officer
 

 
4


 
Exhibit 99.1

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the “ Agreement ”), dated as of January 1, 2013 (the “ Effective Date ”), is entered into by and between China Jo-Jo Drugstores, Inc. (the “ Company ”), a Nevada corporation having its principal executive office at Room 507-513, 5th Floor, A Building, Meidu Plaza Gongshu District, Hangzhou, Zhejiang Province People’s Republic of China, and Worldwide Officers, Inc., a California corporation having its principal place of business at 6571 Morningside Drive  Huntington Beach, California  92648 (“ Consultant ”).

1.  
Engagement of Consultant .  The Company hereby engages Consultant to provide accounting and business services (the “ Services ”) to the Company on an “as needed” basis not to exceed eighty (80) hours in the aggregate (the “ Maximum Hours ”) during the Term (as defined in Section 4 below).  If at any time Consultant determines that the performance of any Services will require Consultant to expend time in excess of the Maximum Hours, Consultant shall immediately notify the Company and shall perform such Services upon such mutually agreed terms to be negotiated by the parties.  If Consultant expends less than the Maximum Hours during the Term, any such unused portion shall be noncumulative and shall be deemed earned by Consultant.
 
2.  
Scope of the Services .  The scope of the Services shall be defined and governed as follows:

a.  
The Company hereby acknowledges and agrees that while the principal of Consultant is a Certified Public Accountant and a licensed attorney, the Company is not engaging Consultant in such capacities and the Services shall exclude any in the nature relating thereto.

b.  
Consultant shall perform the Services in a commercially reasonable manner and to the best of its ability; provided , however , Consultant shall have no liability to the Company for any loss, liability, cost or expense suffered or incurred by the Company as a result of any act or omission by Consultant, unless such act or omission is due to the gross negligence or willful misconduct of Consultant.

c.  
Consultant agrees that all research records, diagrams/drawings, photos/film, documents, technical data, formulae, processes, software, methods of manufacture, inventions and improvements and like, all list of customers, records of customer requirements and usage, pricing and other information concerning the business of the Company or its affiliates, whether prepared by Consultant, or coming into its possession in the course of performing any Services (all of the forgoing hereinafter referred to as “ Proprietary Information ”), are Company property.  Consultant will maintain all Proprietary Information in confidence and will not, directly or indirectly, disclose or use, either during or after the Term, any Proprietary Information, whether or not it is in written or permanent form, except to the extent necessary to perform the Services.  Upon termination of this Agreement, or at the request of the Company at any time, Consultant shall deliver to the Company all Proprietary Information in Consultant’s possession.  Consultant further acknowledges and agrees that any material or work product created or developed by Consultant pursuant to this Agreement in connection with the Services and all the elements thereof furnished by the Company hereunder will be created within the scope of Consultant’s engagement by the Company and, accordingly, the parties expressly agree that, immediately upon creation thereof, said materials and work are, and shall be, considered the Company’s sole and exclusive property for purposes of intellectual property rights and that the Company is, and shall be considered, the author of said materials and work product for all purposes.  If, for any reason, it should be determined that such materials and work product are not work made for hire, then this Agreement shall be deemed an assignment by Consultant to the Company of all such rights.

3.  
Consulting Fee .  In exchange for the Services, the Company agrees to pay Consultant $12,000 as consulting fee (the “ Fee ”) as follows:

Invoice Date
 
Amount
January 1, 2013
 
$6,000
July 1, 2013
 
$6,000
Total:
 
$12,000

Consultant shall issue an invoice to the Company on each Invoice Date, and the Company shall make payment within five (5) business days upon presentation thereof.  In addition to the Fee, the Company shall reimburse Consultant for all reasonable expenses incurred by Consultant in connection with the Services, provided that any such expense has been approved by the Chief Executive Officer or Chief Financial Officer of the Company prior to its incurrence.

4.  
Term and Termination .  The term of this Agreement shall commence on the Effective Date and terminate on January 1, 2014 unless sooner terminated or otherwise extended upon mutually agreed terms to be negotiated by the parties.
 
 
 

 
 
5.  
Consultant’s Representations and Covenants .  Consultant has the qualifications and ability to perform the Services, and shall do so professionally Consultant has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of the Agreement by Consultant has been duly authorized by all necessary action on the part of Consultant and no further action is required by Consultant, its board of directors or stockholders in connection therewith.  The Agreement has been (or upon delivery will have been) duly executed by Consultant and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of Consultant enforceable against Consultant in accordance with its terms.

6.  
Independent Contractor Relationship .  It is the intent and purpose of this Agreement that Consultant shall at all times be an independent contractor of the Company and nothing contained herein shall be construed to create or establish the relationship of employer and employee, principal and agent, joint venture, or partner between the Company and Consultant.  Consultant shall have no authority to assume or create any obligation or liability in the name of, or on behalf of, the Company or subject or bind the Company to any obligation or liability.  Consultant shall be solely liable for any state and federal payroll taxes in connection with this Agreement.

7.  
Miscellaneous .

a.  
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and neither party has relied upon any representation, warranty or promise not contained herein.

b.  
No failure by either party to insist upon the strict performance of any term or provision of this Agreement shall constitute a waiver thereof on that or any subsequent occasion.

c.  
This Agreement may be amended, and any term or provision hereof may be waived, only in a writing signed by the party charged with such amendment or waiver.

d.  
In the event of any litigation between the parties with respect to this Agreement or the performance of either party hereunder, the prevailing party shall be entitled to recover, in addition to any other relief awarded by the court, its reasonable attorneys’ fees and other costs of preparing for and participating in the litigation.

e.  
All questions concerning the construction, validity, enforcement and interpretation of the Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced exclusively in the state and federal courts sitting in the County of Los Angeles, California.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Los Angeles, California, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement).  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

f.  
If any term, provision, condition or covenant to this Agreement or its application to any party or circumstance shall be held, to any extent, invalid or unenforceable, then the remainder of this Agreement, or the application of such term, provision, condition or covenant to any party or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be effected and shall be valid and enforceable to the fullest extent permitted by law.

g.  
Each of the covenants, agreements and representations contained in this Agreement shall survive the execution of this Agreement.

[Signature page follows]
 
 
 

 

IN WITNESS WHEREOF, the undersigned has executed the Agreement as of the Effective Date.

                                                                                                                                                                  
 
The Company:     Consultant:  
China Jo-Jo Drugstores, Inc.   Worldwide Officers, Inc.  
       
/s/ Lei Liu   /s/ Bennet P. Tchaikovsky                            
Lei Liu 
  Bennet P. Tchaikovsky  
Chief Executive Officer   Chief Executive Officer  
       
 

                                                                                                                                                                                         
Exhibit 99.2

CHINA JO-JO DRUGSTORES, INC.
Room 507-513, 5th Floor A Building
Meidu Plaza
Gongshu District, Hangzhou
Zhejiang Province, People’s Republic of China
Tel: + 86 (571) 88077078

                           January 1, 2013
Via Electronic Mail

Ms. GUO Taihong
7th Floor, Qingchunbao Group
No. 555 Xixi Road
Hangzhou
People’s Republic of China

Re:
Board of Directors – Offer Letter

Dear Mr. Guo:

China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), is pleased to offer you a non-executive director position on its Board of Directors (the “Board”).  The Board’s purpose is to oversee or direct the property, affairs and business of the Company.

Should you choose to accept this position as a member of the Board, this letter shall constitute an agreement between you and the Company (the “Agreement”) and contains all the terms and conditions relating to the services you are to provide.

1 .             Term .   This Agreement shall commence on January 1, 2013 (the “Effective Date”).  Your term as director shall continue until your successor is duly elected and qualified.  The position shall be up for re-election each year at the annual shareholder’s meeting (the “Annual Meeting”) and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect unless otherwise revised on such terms as mutually agreed to by you and the Company.

2 .             Services .   You shall render services in the area of overseeing or directing the Company’s property, affairs and business (hereinafter your “Duties”).  Every year, the Board shall hold such number meetings at such times and locations as determined by the Chairman of the Board, and you shall participate in such meetings via teleconference, video conference or in person.  Upon the reasonable request of the Chairman, you agree to attend one or more board meetings in person (each, an “Attended Meeting”).  You shall consult with the other members of the Board as necessary via telephone, electronic mail or other forms of correspondence.  In addition, you agree to be appointed to certain special committees of the Board, initially consisting of the Audit Committee, and participate as necessary, in person or via teleconference or video conference in the meetings of those special committees.

3 .             Services for Others .   You will be free to represent or perform services for other persons during the term of this Agreement.  However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing).  Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

4.             Compensation .   In consideration for your service as a member of the Board, the Company agrees to pay you the following annual compensation (the “Annual Compensation”):

 
 

 
 

Service Description
 
Amount (in U.S. dollars)
Base Compensation
 
3,000
Audit Committee Member
 
1,000
Compensation Committee Member
 
1,000
Nominating Committee Member
 
1,000
     
Total:
 
$6,000

The Annual Compensation shall be paid to you in cash in monthly installments on the last date of each month commencing on January 1, 2013.  In addition, the Annual Compensation will be prorated daily (based on a 360-day year) for any portion of the year during which you serve as a director.

If the Chairman requests your presence at an Attended Meeting, the Company agrees to reimburse all of your travel and other reasonable expenses relating to the Attended Meeting.  In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company, provided that such expenses are reimbursable only against itemized invoice accompanied by valid receipts.  Reimbursement of expenses shall be made following receipt of such invoice and receipts, which shall be submitted to the Company within 30 days of the end of each calendar quarter during the term of this Agreement.

For the avoidance of any doubt, the Annual Compensation and the reimbursable expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.  Your compensation as a director and for service on committees in any future periods is subject to the determination of the Board, and may differ in future periods should you continue to serve on the Board.

5.             D&O Insurance Policy . The Company agrees to obtain, within a reasonable time, Directors and Officers Liability Insurance from an internationally recognized underwriter with terms of coverage appropriate for a company of our size and nature, which shall be maintained throughout the term of this Agreement.

6.             Termination .   Your appointment shall terminate immediately on the occurrence of any of the following events:
 
                               a.           If you resign as a director of the Company for any reason; 

b.           If you are removed or not re-appointed as a director of the Company at an Annual Meeting in accordance with the requirements of the Nevada Revised Statutes  and/or any other applicable law or regulation and/or the Company's Articles of Incorporation and/or Bylaws;

c.           If you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days);

d.           Upon your death; and/or

e.           If an order of a court having jurisdiction over the Company requires you to resign.
 
Any such termination shall be without payment of damages or compensation (except that you shall be entitled to any accrued Annual Compensation or expenses properly incurred under the terms of this Agreement prior to the date of such termination).

7.             No Assignment .   Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

8.             Confidential Information; Non-Disclosure .   In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a .             Definition .   For purposes of this Agreement the term “Confidential Information” means:

i .            Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii .            Any information which is related to the business of the Company and is generally not known by non-Company personnel.

 
 

 
iii .            By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b .             Exclusions .   Notwithstanding the foregoing, the term “Confidential Information” shall not include:

i .            Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this agreement, or any other agreement requiring confidentiality between the Company and you;

ii .            Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii .            Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c .             Documents . You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company.  In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items.  You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand or upon termination of this agreement.

d .             No Disclosure .   You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of his business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this agreement.

9.             Independent Contractor .   In performing your services on the Board, you will be an independent contractor and not an employee of the Company.  Except as set forth in this Agreement, you will not be entitled to any additional compensation or participate in any benefit plans of the Company in connection with your services on the Board.  You may not bind the Company or act as a principal or agent thereof.

10.           Entire Agreement; Amendment; Waiver; Governing Law .   This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

[Remainder of Page Intentionally Blank]
 
 

 

Please sign and return this Agreement to the Company to signify your acceptance of your appointment and of the terms set forth above.

Sincerely,

CHINA JO-JO DRUGSTORES, INC.

By: /s/ Lei Liu __________________
Lei Liu
Chief Executive Officer



AGREED AND ACCEPTED:

/s/ GUO Taihong _____________
GUO Taihong

January 1, 2013 ______________
Date
Exhibit 99.3
 
 
China Jo-Jo Drugstores, Inc. Announces Board Changes
 
 
HANGZHOU, China--(BUSINESS WIRE)—January 4, 2013--China Jo-Jo Drugstores, Inc. (NASDAQ:CJJD) (the “Company”), a retail and wholesale distributor of pharmaceutical and other healthcare products in Zhejiang and Shanghai, today announced the appointment of Mr. Taihong Guo to, and the resignations of Ms. Shuizhen Wu and Messrs. Chong’an Jin, Mr. Bennet Tchaikovsky, Xiaomeng Yu and Baowen Zhao from, the Company’s Board of Directors (the “Board”).

After these changes, the Board will be comprised of five (5) directors, three of whom are independent.  The Board previously consisted of nine (9) members.

“We welcome Mr. Guo to our Board, and given his expertise in the pharmaceutical industry, we are confident that he will prove an invaluable addition to our Company,” stated Mr. Lei Liu, the Company’s Chairman and CEO.

Since December 2012, Mr. Guo has been the President of the Zhejiang Province Pharmaceutical Industry Association, which has over 300 local pharmaceutical enterprises as members, and serves as a bridge between its members and the Zhejiang Food and Drug Administration (“FDA”).  He was previously the Chief of the Hangzhou FDA from January 2003 to September 2009, and an Inspector from September 2009 to June 2012.  From February 2010 to January 2012, he also chaired the Board of Supervisors at three private companies in Hangzhou: Hangzhou Industrial Assets Management Co., Ltd., a state-owned asset management company, Hangzhou Qingcunbao Group Co., Ltd., a leading supplier of traditional Chinese medicine and nutritional supplements throughout China, and Hangzhou Information Technology Co., Ltd., a state-owned asset management focusing on technology companies.

Mr. Guo will also serve as a member of the audit, compensation and nominating committees of the Board.

Of the departing directors, Mr. Jin will continue to serve on the Company as its Vice President, and Mr. Tchaikovsky will assist the Company on a part-time basis as a consultant.

“We want to thank Ms. Wu and Messrs. Yu and Zhao for their service as directors and wish each of them well on their future endeavors,” continued Mr. Liu.  “We also want to thank Messrs. Jin and Tchaikovsky for their continuing involvement with the Company.”

About China Jo-Jo Drugstores, Inc.

China Jo-Jo Drugstores, Inc., through its subsidiaries and contractually controlled affiliates, is a retailer and wholesale distributor of pharmaceutical and other healthcare products in the People’s Republic of China.  As of September 30, 2012, the Company had 65 retail pharmacies throughout Zhejiang Province and Shanghai.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain of the statements made in the press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding the progress of new product development. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in The People’s Republic of China, variations in cash flow, reliance on collaborative retail partners and on new product development, variations in new product development, risks associated with rapid technological change, and the potential of introduced or undetected flaws and defects in products, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

Contact
 
China Jo-Jo Drugstores, Inc.
Ming Zhao
Chief Financial Officer
Tel: (561) 372-5555
Email: frank.zhao@jojodrugstores.com