x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2012
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _________
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Nevada
|
26-1579105
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
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Title of each class
|
Name of each exchange on which registered
|
|
Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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●
|
risks related to our ability to collect amounts owed to us by some of our largest customers;
|
●
|
our ability to continue to purchase yew cuttings from our various suppliers at relatively stable prices;
|
●
|
our dependence on a small number of customers for our yew raw materials, including a related party;
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●
|
our dependence on a small number of customers for our yew trees for reforestation;
|
●
|
our ability to market successfully yew raw materials used in the manufacture of traditional Chinese medicine, or TCM;
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●
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industry-wide market factors and regulatory and other developments affecting our operations;
|
●
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our ability to sustain revenues should the Chinese economy slow from its current rate of growth;
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●
|
continued preferential tax treatment for the sale of yew trees and potted yew trees;
|
●
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uncertainties about involvement of the Chinese government in business in the PRC generally;
|
●
|
any change in the rate of exchange of the Chinese Renminbi, or RMB, to the U.S. dollar, which could affect currency translations of our results of operations, which are earned in RMB but reported in dollars;
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●
|
industry-wide market factors and regulatory and other developments affecting our operations;
|
|
●
|
any impairment of any of our assets;
|
●
|
a slowdown in the Chinese economy; and
|
●
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risks related to changes in accounting interpretations.
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ITEM 1
.
|
BUSINESS
|
●
|
We have entered into several land use agreements with various parties, which provide the potential for us to grow a large number of yew trees on large areas of land over the next few decades, although we cannot currently estimate the number of trees we will grow or the total amount of land we will put into production over such period.
|
●
|
We employ proprietary, patented accelerated growth technology, the Asexual Reproduction Method, to bring yew trees to commercialization decades faster than growing yew trees naturally.
|
●
|
Because of our more productive and faster rate of yew cultivation, we have a sufficient supply of raw material to allow us to use the branches and leaves, rather than the bark, of yew trees, to sell to customers for the purpose of making TCM. The yew industry is highly regulated in the PRC because the yew tree is considered an endangered species. By harvesting only branches and leaves of yew trees we respond to both environmental sensitivities and regulations, because cutting the bark of the yew trees will damage the trees and stop it from growing new branches.
|
●
|
We have permits from the Heilongjiang provincial government to sell our yew trees and manufacture handicrafts using yew timber. We believe that we are one of only a handful of companies in the PRC with permissions to manufacture handicrafts using yew timber.
|
●
|
The TCM raw materials and yew tree segments of our business are tax-free in the PRC.
|
●
|
a pair of yew chopsticks sells for approximately RMB198;
|
●
|
a fountain pen sells for approximately RMB 2,480;
|
●
|
sculptures can sell for tens of thousands of RMB; and
|
●
|
large pieces of furniture can sell for more than RMB 100,000.
|
●
|
Changchun Hengtai Medicine., Ltd., or Changchun Hengtai, accounted for approximately 17% of our consolidated revenue
|
●
|
Yew Pharmaceutical accounted for approximately 15% of our consolidated revenue
|
●
|
Anhui Baiyun Medicine Co., Ltd., or Anhui Bairun, accounted for approximately 11% of our consolidated revenue
|
●
|
Shenzhen City Lianchengfa Science and Technology, or Liangchengfa, accounted for approximately 10% of our consolidated revenue
|
●
|
Anhui Bairun accounted for approximately 29% of our consolidated revenue
|
●
|
Yew Pharmaceutical accounted for approximately 23% of our consolidated revenue
|
●
|
Wuchang Hongyi Mining Co., Ltd., or Wuchang Hongyi, accounted for approximately 13% of our consolidated revenue
|
●
|
Changchun Hengtai accounted for approximately 10% of our consolidated revenue.
|
●
|
We began to engage first tier distributors to distributor our handicraft products in provincial capital cities in 10 provinces; each first tier distributor is required to reach minimal annual sales volume of 2,000,000 RMB. First tier distributors will be able to purchase handicrafts from us at a price below the price that basic distributors pay for the handicraft products. In addition to the discounted first tier distributor pricing provided, we will also provide approximately 3%-5% commission (payable in yew seedling products) to these first tier distributors.
|
●
|
We engaged second tier distributors in smaller cities. Each second tier distributor is required to reach minimal annual sales volume of 1,000,000 RMB. These distributors will also be offered beneficial pricing off the price that basic distributors pay. We will also provide approximately 2%-3% commission (payable in yew seedling products) to the second tier distributors.
|
●
|
We have instructed our sales representatives to make frequent visits to our distributors to promote our handicraft products.
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●
|
“Yew Tree Plant Extracts, Methods for Extracting the Plant Extracts and Application”, or the Yew Extract Method, was granted by the State Intellectual Property Office, or SIPO, to HDS on August 16, 2011. This patent had previously been held by Heilongjiang Yew Pharmaceutical Co., Ltd. This patent is valid for 20 years, from June 23, 2004 through June 22, 2024.
|
●
|
“Northeast Yew Asexual Reproduction Method”, or the Asexual Reproduction Method, was granted by SIPO to HDS on September 21, 2011. This patent is valid for 20 years, from September 30, 2010 through September 29, 2030.
|
●
|
The Asexual Reproduction Method addresses the low rooting rate problem and accelerates the seedling rate and the maturity period for Northeast yew. It increases the rooting rate to over 80% and the seedling rate to over 85% for Northeast yew. It can bring the Northeast yew to maturity and ready for commercialization for medical use in as little as two-to-three years, compared to more than 50 years for naturally growing yew trees.
|
●
|
Large colonies can form to out-compete other organisms for nutrients. The active ingredients in the offspring were relatively stable with little difference.
|
●
|
There is high chance of survival of the offspring with little variation.
|
Mr. Wang
|
76.65
|
%
|
||
Madame Qi
|
18.53
|
%
|
||
Mr. Han
|
4.82
|
%
|
●
|
Exclusive Business Cooperation Agreement
. Pursuant to the Exclusive Business Cooperation Agreement between JSJ and HDS, or the Business Cooperation Agreement, JSJ has the exclusive right to provide to HDS general business operation services, including advice and strategic planning, as well as consulting services related to technology, research and development, human resources, marketing and other services deemed necessary, or collectively referred to as the Services. Under the Business Cooperation Agreement, JSJ has exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of the Business Cooperation Agreement, including but not limited to copyrights, patents, patent applications, software and trade secrets. HDS shall pay to JSJ a monthly consulting service fee, or the Service Fee, in RMB that is equal to 100% of the monthly net income of HDS. Upon the prior written consent by JSJ, the rate of Service Fee may be adjusted pursuant to the operational needs of HDS. Within 30 days after the end of each month, HDS shall (a) deliver to JSJ the management accounts and operating statistics of HDS for such month, including the net income of HDS
during such month, or the Monthly Net Income, and (b) pay 80% of such Monthly Net Income to JSJ, each such payment referred to as a Monthly Payment. Within ninety (90) days after the end of each fiscal year, HDS shall (a) deliver to JSJ financial statements of HDS for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by JSJ, and (b) pay an amount to JSJ equal to the shortfall, if any, of the aggregate net income of HDS for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by HDS to JSJ in such fiscal year. HDS also granted an irrevocable and exclusive option to JSJ to purchase any and all of the assets of HDS, to the extent permitted under PRC law, at the lowest price permitted by PRC law. Unless earlier terminated in accordance with the provisions of the Business Cooperation Agreement or other agreements separately executed between JSJ and HDS, the Business Cooperation Agreement is for a term of ten years and expires on November 5, 2020; however, the term of the Business Cooperation Agreement may be extended if confirmed in writing by JSJ prior to the expiration of the term thereof. The period of the extended term shall be determined exclusively by JSJ and HDS shall accept such extended term unconditionally. Unless JSJ commits gross negligence, or a fraudulent act, against HDS, HDS shall not terminate the Business Cooperation Agreement prior to the expiration of the term, including any extended term. Notwithstanding the foregoing, JSJ shall have the right to terminate the Business Cooperation Agreement at any time upon giving 30 days’ prior written notice to HDS.
|
●
|
Exclusive Option Agreement
. Under an Exclusive Option Agreement among JSJ, HDS and each HDS Shareholder, individually referred to as an Option Agreement, the terms of which are substantively identical to each other, each HDS Shareholder has granted JSJ or its designee the irrevocable and exclusive right to purchase, to the extent permitted under PRC law, all or any part of the HDS Shareholder’s equity interests in HDS, or the Equity Interest Purchase Option, for RMB 10. If an appraisal is required by PRC laws at the time when and if JSJ exercises the Equity Interest Purchase Option, the parties shall negotiate in good faith and, based upon the appraisal, make a necessary adjustment to the purchase price so that it complies with any and all then applicable PRC laws. Without the consent of JSJ, the HDS Shareholders shall not sell, transfer, mortgage or dispose of their respective shares of HDS stock. Additionally, without the prior consent of JSJ, the HDS Shareholders shall not in any manner supplement, change or amend the articles of association and bylaws of HDS, increase or decrease its registered capital, change the structure of its registered capital in any other manner, or engage in any transactions that could materially affect HDS’ assets, liabilities, rights or operations, including, without limitation, the incurrence or assumption of any indebtedness except incurred in the ordinary course of business, execute any major contract over RMB 500,000, sell or purchase any assets or rights, incur of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. The term of each Option Agreement is ten years commencing on November 5, 2020 and may be extended at the sole election of JSJ.
|
●
|
Equity Interest Pledge Agreement
. In order to guarantee HDS’s performance of its obligations under the Business Cooperation Agreement, each HDS Shareholder, JSJ and HDS entered into an Equity Interest Pledge Agreement, individually referred to as a Pledge Agreement, the terms of which are substantially similar to each other. Pursuant to the Pledge Agreement, each HDS Shareholder pledged all of his or her equity interest in HDS to JSJ. If HDS or the HDS Shareholders breach their respective contractual obligations and such breach is not remedied to the satisfaction of JSJ within 20 days after the giving of notice of breach, JSJ, as pledgee, will be entitled to exercise certain rights, including the right to foreclose upon and sell the pledged equity interests. During the term of the Pledge Agreement, the HDS Shareholder shall not transfer his or her equity interest in HDS or place or otherwise permit any other security interest of other encumbrance to be placed on such equity interest. Upon the full payment of the Service Fee under the Business Cooperation Agreement and upon the termination of HDS’s obligations thereunder, the Pledge Agreement shall be terminated.
|
●
|
Power of Attorney
. Under a Power of Attorney executed by each HDS Shareholder, individually referred to as a Power of Attorney, the terms of which are substantially similar to each other, JSJ has been granted an
exclusive, irrevocable power of attorney to take actions in the place and stead of the HDS Shareholder, to act on behalf of the HDS Shareholder as his or her exclusive agent and attorney with respect to all matters concerning the HDS Shareholder’s equity interests in HDS, including without limitation, the right to: 1) attend shareholders’ meetings of HDS; 2) exercise all the HDS Shareholder’s rights, including voting rights under PRC laws and HDS’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of the HDS Shareholder’s equity interests in HDS in whole or in part; and 3) designate and appoint on behalf of the HDS Shareholder the legal representative, executive director, supervisor, manager and other senior management of HDS.
|
●
|
the issuance of the Founders’ Options was subject to pre-issuance approval by our shareholders, which approval was obtained at the Special Meeting;
|
●
|
each Founder’s Option was fully vested upon issuance;
|
●
|
each Founder’s Option is exercisable for a period of five years;
|
●
|
each Founder’s Option has a per share exercise price equal to the fair market value of a shares of YBP common stock on the date of grant, or $0.22 per share; and
|
●
|
each Founder’s Option has a cashless exercise feature, pursuant to which, at the optionee’s election, he or she may choose to deliver previously-owned shares of YBP common stock in payment of the exercise price or not pay the exercise price of the Founder’s Option and receive instead a reduced number of shares of YBP common stock reflecting the value of the number of shares of YBP common stock equal to the difference, if any, between the aggregate fair market value of the shares issuable upon exercise of the Founder’s Option and the exercise price of the Founder’s Option.
|
Number of Optionee
|
Number of Shares
Subject to Founder’s
Option
|
|||
Zhioguo Wang
|
20,103,475
|
|||
Guifang Qi
|
2,488,737
|
|||
Xingming Han
|
213,300
|
Shareholder
|
Number
Shares
Presently
Held
|
Percentage
of Issued
Shares
Presently
Held
|
Number
Shares Held
Assuming
Exercise of
All
Founders’
Options
|
Percentage of
Issued Shares
Following
Exercise of All
Founders’
Options
|
|||||||||||
Zhiguo Wang
|
20,103,475
|
40.21
|
% |
40,206,950
|
55.23
|
% | |||||||||
Guifang Qi
|
2,488,737
|
4.98
|
% |
4,977,474
|
6.84
|
% | |||||||||
Xingming Han
|
213,300
|
0.43
|
% |
426,600
|
0.59
|
% | |||||||||
All HDS Shareholders as a group (3 persons)
|
22,805,512
|
45.61
|
% |
45,611,024
|
62.65
|
% | |||||||||
All other existing shareholders
|
27,194,488
|
54.39
|
% |
27,194,488
|
37.35
|
% | |||||||||
Total
|
50,000,000
|
100.00
|
% |
72,805,512
|
100.00
|
% |
ITEM 1A
.
|
RISK FACTORS
|
●
|
the perceived advantages of our products over competing products and the availability and success of competing products;
|
●
|
the effectiveness of our sales and marketing efforts;
|
●
|
our product pricing and cost effectiveness;
|
●
|
the safety and efficacy of our products and the prevalence and severity of adverse side effects, if any; and
|
●
|
publicity concerning our products, product candidates or competing products.
|
●
|
current and changing economic and financial conditions in China;
|
●
|
market acceptance of our products;
|
●
|
the effectiveness of distribution channels for our products;
|
●
|
the impact of price changes in our products and services or our competitors’ products and services;
|
●
|
the impact of decisions by distributors to offer competing or replacement products or modify or cease their marketing practices;
|
●
|
the availability of alternatives to our products;
|
●
|
seasonal fluctuations in business activity;
|
●
|
changes in marketing expenses related to promoting and distributing our services
|
●
|
limitations on sales of yew raw materials and yew trees during certain times of the year due to the seasonal growth cycle of yew trees; and
|
●
|
potential disruptions in commerce due to catastrophic natural events or political conflict.
|
●
|
Changchun Hengtai accounted for approximately 17% of our consolidated revenue
|
●
|
Yew Pharmaceutical accounted for approximately 15% of our consolidated revenue
|
●
|
Anhui Bairun accounted for approximately 11% of our consolidated revenue
|
●
|
Lianchengfa accounted for approximately 10% of our consolidated revenue
|
●
|
Anhui Bairun accounted for approximately 29% of our consolidated revenue
|
●
|
Yew Pharmaceutical accounted for approximately 23% of our consolidated revenue
|
●
|
Wuchang Hongyi accounted for approximately 13% of our consolidated revenue.
|
●
|
Changchun Hengtai accounted for approximately 10% of our consolidated revenue
|
●
|
increasing market demand;
|
●
|
inflation;
|
●
|
severe climatic and environmental conditions;
|
●
|
seasonal factors, and
|
●
|
changes in governmental regulations and programs.
|
●
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
●
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”;
|
●
|
obtain shareholder approval of any golden parachute payments not previously approved; and
|
●
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
●
|
revoking the business and operating licenses of our Chinese entities;
|
●
|
discontinuing or restricting the operations of our Chinese entities;
|
●
|
imposing conditions or requirements with which YBP or our Chinese entities may not be able to comply;
|
●
|
requiring YBP or our Chinese entities to restructure the relevant ownership structure or operations;
|
●
|
restricting or prohibiting our use of the proceeds from any offering to finance our business and operations in the PRC; or
|
●
|
imposing fines.
|
ITEM 1B
.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2
.
|
PROPERTIES
|
Date of Agreement
|
Transferor
(Lessor)
|
Location
|
Land Use Area
|
Term
|
||||
March 21, 2004
|
Wuchang City
Forestry Bureau
|
Wuchang City
|
1,000,000 mu
|
30 years
|
||||
March 22, 2004
|
Chengshan Niu
|
Beichuan Village,
Pingshan Town
|
125 mu
|
50 years
|
||||
April 4, 2004
|
Pingshan Town
Government
(Beichuan Village
Committee)
|
Beichuan Village,
Pingshan Town
|
400 mu(1)
|
50 years
|
||||
March 25, 2005
|
ZTC
|
Lalin Town,
Wuchang City
|
361 mu
|
30 years
|
||||
January 18, 2008
|
Shukun Jiang and
Shubao Jiang
|
Pinshan Dalazi
Mountain
|
290 mu
|
50 years
|
||||
March 4, 2010
|
Heilongjiang
Pingshan Yew
Comprehensive
Development Co., Ltd.
|
Pingfangdian,
Wuchang City
|
15,865 mu
|
45 years
|
||||
July 18, 2012
|
Huazhong Liu
|
Beizhao Village,
Hongxing Town,
A’cheng District
|
117.5 mu(2)
|
16 years
|
(1)
|
This agreement provides for 400 mu, which is the total usable area subject to the agreement. A survey completed after the agreement was entered into concluded that a total of 955 mu is covered by the agreement, to which revised amount the parties have agreed.
|
(2)
|
This agreement provides for 117.5 mu. A survey completed after the agreement was entered into concluded that a total of 148 mu is covered by the agreement, to which revised amount the parties have agreed.
|
●
|
RMB 6,300,000 upon receipt by HDS of all related supporting documents and materials on the ownership and land use right of the property
|
●
|
RMB 3,700,000 on December 25, 2012
|
●
|
RMB 5,002,300 on or before December 25, 2013.
|
ITEM 3
.
|
LEGAL PROCEEDINGS
|
ITEM 4
.
|
MINE SAFETY DISCLOSURES
|
ITEM 5
.
|
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6
.
|
SELECTED FINANCIAL DATA
|
ITEM 7
.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Building
|
15 years
|
Machinery and equipment
|
10 years
|
Office equipment
|
3 years
|
Leasehold improvement
|
5 years
|
Motor vehicles
|
4 years
|
●
|
Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
|
●
|
Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”;
|
●
|
Obtain shareholder approval of any golden parachute payments not previously approved; and
|
|
●
|
Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
Years Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Revenues - third parties
|
$ | 5,713,237 | $ | 4,564,426 | ||||
Revenues - related party
|
1,014,287 | 1,396,613 | ||||||
Total revenues
|
6,727,524 | 5,961,039 | ||||||
Cost of revenues - third parties
|
1,095,158 | 741,508 | ||||||
Cost of revenues - related party
|
183,899 | 384,457 | ||||||
Total cost of revenues
|
1,279,057 | 1,125,965 | ||||||
Gross profit
|
5,448,467 | 4,835,074 | ||||||
Operating expenses
|
3,243,965 | 788,408 | ||||||
Income from operations
|
2,204,502 | 4,046,666 | ||||||
Other income (expenses)
|
1,765 | (6,355 | ) | |||||
Net income
|
2,206,267 | 4,040,311 | ||||||
Other comprehensive income:
|
||||||||
Unrealized foreign currency translation gain
|
181,028 | 778,392 | ||||||
Comprehensive income
|
$ | 2,387,295 | $ | 4,818,703 |
Fiscal 2012
|
Fiscal 2011
|
Increase
|
Percentage Change
|
|||||||||||||
TCM raw materials
|
$ | 3,745,348 | $ | 3,458,093 | $ | 287,255 | 8.3 | % | ||||||||
Yew trees
|
2,819,968 | 2,400,245 | 419,723 | 17.5 | % | |||||||||||
Handicrafts
|
162,208 | 102,701 | 59,507 | 57.9 | % | |||||||||||
Total
|
$ | 6,727,524 | $ | 5,961,039 | $ | 766,485 | 12.9 | % |
Fiscal 2012
|
Fiscal 2011
|
(Decrease) Increase
|
Percentage Change
|
|||||||||||||
TCM raw materials
|
$ | 615,956 | $ | 897,154 | $ | (281,198 | ) | (31.3 | )% | |||||||
Yew trees
|
578,296 | 172,460 | 405,836 | 235.3 | % | |||||||||||
Handicrafts
|
84,805 | 56,351 | 28,454 | 50.5 | % | |||||||||||
Total
|
$ | 1,279,057 | $ | 1,125,965 | $ | 153,092 | 13.6 | % |
Fiscal 2012
|
Fiscal 2011
|
Increase (Decrease)
|
||||||||||
TCM raw materials
|
83.6 | % | 74.1 | % | 9.5 | % | ||||||
Yew trees
|
79.5 | % | 92.8 | % | (13.3 | )% | ||||||
Handicrafts
|
47.7 | % | 45.1 | % | 2.6 | % | ||||||
Total
|
81.0 | % | 81.1 | % | (0.1 | )% |
Fiscal 2012
|
Fiscal 2011
|
|||||||
Salary and related benefit
|
$ | 15,815 | $ | 12,865 | ||||
Advertising
|
- | 8,604 | ||||||
Shipping and handling
|
1,853 | 16,166 | ||||||
Other
|
6,935 | 16,958 | ||||||
Total
|
$ | 24,603 | $ | 54,593 |
Fiscal 2012
|
Fiscal 2011
|
|||||||
Depreciation
|
$ | 187,030 | $ | 154,266 | ||||
Travel and entertainment
|
86,238 | 86,408 | ||||||
Professional fees
|
285,454 | 195,044 | ||||||
Research and development
|
14,594 | 16,048 | ||||||
Other
|
118,246 | 113,568 | ||||||
Total
|
$ | 691,562 | $ | 565,334 |
●
|
For fiscal 2012, depreciation increased by $32,764 or 21.2% as compared to fiscal 2011. These increases were primarily attributable to the increase in depreciable assets. During fiscal 2012, we purchased more fixed assets as a result of the expansion of our business. As such, we had more depreciable assets during fiscal 2012 as compared to fiscal 2011.
|
●
|
For fiscal 2012, travel and entertainment remained consistent as compared to fiscal 2011.
|
●
|
Professional fees consisted primarily of legal, accounting and other fees associated with preparing to and becoming a reporting company in the United States. For fiscal 2012, professional fees increased by $90,410, or 46.4%, as compared to fiscal 2011. This increase was primarily attributable to the increase in legal and accounting fees as a result of our becoming a reporting company in the United States in 2012.
|
●
|
For fiscal 2012, research and development expense remained materially consistent as compared to fiscal 2011.
|
●
|
For fiscal 2012, other miscellaneous general and administrative expense increased by $4,678 or 4.1%, as compared to fiscal 2011. The increase was primarily due to the increase in vehicle expenses incurred during fiscal 2012.
|
●
|
For fiscal 2012, interest income amounted to $2,194 as compared to interest income of $2,643 for fiscal 2011. The decrease was the result of less money being deposited in interest-bearing accounts.
|
|
●
|
For fiscal 2012, other expenses amounted to $429 as compared to other expenses of $8,998 for fiscal 2011. The decrease was a result of better costs control related to non-operational expenses.
|
TCM raw materials
|
Yew trees
|
Handicrafts
|
Total
|
|||||||||||||
Revenues
|
$ | 2,732,664 | $ | 2,819,968 | $ | 160,605 | $ | 5,713,237 | ||||||||
Revenues - related party
|
1,012,684 | - | 1,603 | 1,014,287 | ||||||||||||
Total revenues
|
3,745,348 | 2,819,968 | 162,208 | 6,727,524 | ||||||||||||
Cost of revenues
|
432,922 | 578,296 | 83,940 | 1,095,158 | ||||||||||||
Cost of revenues - related party
|
183,034 | - | 865 | 183,899 | ||||||||||||
Total cost of revenues
|
$ | 615,956 | $ | 578,296 | $ | 84,805 | $ | 1,279,057 |
TCM raw materials
|
Yew trees
|
Handicrafts
|
Total
|
|||||||||||||
Revenues
|
$ | 2,066,267 | $ | 2,400,245 | $ | 97,914 | $ | 4,564,426 | ||||||||
Revenues - related party
|
1,391,826 | - | 4,787 | 1,396,613 | ||||||||||||
Total revenues
|
3,458,093 | 2,400,245 | 102,701 | 5,961,039 | ||||||||||||
Cost of revenues
|
515,323 | 172,460 | 53,725 | 741,508 | ||||||||||||
Cost of revenues - related party
|
381,831 | - | 2,626 | 384,457 | ||||||||||||
Total cost of revenues
|
$ | 897,154 | $ | 172,460 | $ | 56,351 | $ | 1,125,965 |
Fiscal 2012
|
Fiscal 2011
|
|||||||
Sales volume - third parties (kg)
|
15,700 | 12,160 | ||||||
Sales volume - related party (kg)
|
6,400 | 9,010 | ||||||
Total sales volume
|
22,100 | 21,170 |
●
|
We began to engage first tier distributors to distribute our handicraft products in provincial capital cities in 10 provinces; each first tier distributor is required to reach minimal annual sales volume of 2,000,000 RMB. First tier distributors will be able to purchase handicrafts from us at a price below the price that basic distributors pay for the handicraft products. In addition to the discounted first tier distributor pricing provided, we will also provide approximately 3% - 5% commission (payable in yew seedling products) to these first tier distributors.
|
●
|
We began to engage second tier distributors in smaller cities. Each second tier distributor is required to reach minimal annual sales volume of 1,000,000 RMB. These distributors will also be offered beneficial pricing off the price that basic distributors pay. We will also provide approximately 2%-3% commission (payable in yew seedling products) to the second tier distributors.
|
●
|
We have instructed our sales representative to make frequent visits to our distributors to promote our handicraft products.
|
December 31,
|
December 31, 2011
to December 31, 2012
|
|||||||||||||||
Category
|
2012
|
2011
|
Change
|
Percentage change
|
||||||||||||
Current assets:
|
||||||||||||||||
Cash
|
$ | 386,821 | $ | 732,371 | $ | (345,550 | ) | (47.2 | )% | |||||||
Accounts receivable
|
722,598 | - | 722,598 | 100.0 | % | |||||||||||
Accounts receivable – related party
|
284,986 | - | 284,986 | 100.0 | % | |||||||||||
Inventories
|
991,234 | 710,844 | 280,390 | 39.4 | % | |||||||||||
Prepaid expenses and other assets
|
150 | 433 | (283 | ) | (65.4 | )% | ||||||||||
Prepaid expenses – related parties
|
60,245 | - | 60,245 | 100.0 | % | |||||||||||
Current liabilities:
|
||||||||||||||||
Accounts payable
|
990 | 1,360,611 | (1,359,621 | ) | (99.9 | )% | ||||||||||
Accrued expenses and other payables
|
199,098 | 119,901 | 79,197 | 66.1 | % | |||||||||||
Taxes payable
|
5,722 | 500 | 5,222 | 1,044.4 | % | |||||||||||
Refundable common stock subscription
|
- | 950,000 | (950,000 | ) | (100.0 | )% | ||||||||||
Due to related parties
|
47,876 | 266,488 | (218,612 | ) | (82.0 | )% | ||||||||||
Working capital:
|
||||||||||||||||
Total current assets
|
$ | 2,446,034 | $ | 1,443,648 | $ | 1,002,386 | 69.4 | % | ||||||||
Total current liabilities
|
253,686 | 2,697,500 | (2,443,814 | ) | (90.6 | )% | ||||||||||
Working capital (deficiency)
|
$ | 2,192,348 | $ | (1,253,852 | ) | $ | 3,446,200 | (274.8 | )% |
●
|
An increase in accounts receivable of approximately $723,000;
|
●
|
An increase in accounts receivable – related party of approximately $285,000;
|
●
|
An increase in inventories of approximately $280,000;
|
●
|
An increase in prepaid expenses – related parties of approximately $60,000;
|
●
|
A decrease in accounts payable of approximately $1,360,000;
|
●
|
A decrease in refundable common stock subscription of approximately $950,000;
|
●
|
A decrease in due to related parties of approximately $219,000;
|
●
|
A decrease in cash of approximately $346,000;
|
●
|
An increase in accrued expenses and other payables of approximately $79,000.
|
●
|
Net income of approximately $2,206,000 adjusted for the add-back of non-cash items, such as: depreciation of approximately $217,000, amortization of land use rights and yew forest assets of approximately $347,000, and options issued for compensation of approximately $2,247,000, and
|
●
|
The receipt of cash from operations from changes in operating assets and liabilities, such as: an increase in accrued expenses and other payables of approximately $79,000;
|
●
|
The use of cash from changes in operating assets and liabilities, such as: an increase in accounts receivable of approximately $722,000, and an increase in accounts receivable – related party of approximately $285,000, and an increase in prepaid expenses – related parties of approximately $60,000, and an increase in inventories of approximately $2,090,000, a decrease in accounts payable of approximately $1,369,000 and a decrease in due to related parties of approximately $157,000.
|
●
|
net income of approximately $4,040,000 adjusted for the add-back of non-cash items, such as: depreciation of approximately $178,000, and amortization of land use rights and yew forest assets of approximately $293,000, and
|
●
|
the receipt of cash from operations from changes in operating assets and liabilities, such as: a decrease in inventories of approximately $606,000, an increase in due to related parties of approximately $26,000, and an increase in accrued expenses and other payable of approximately $62,000,
|
●
|
the use of cash from changes in operating assets and liabilities, such as: a decrease in accounts payable of approximately $511,000 and a decrease in advances from customers of approximately $329,000.
|
Contractual obligations:
|
Total
|
1 year
|
1-3 years
|
3-5 years
|
5+ years
|
|||||||||||||||
Operating leases
|
$ | 605,095 | $ | 10,208 | $ | 138,112 | $ | 24,525 | $ | 432,250 | ||||||||||
Total
|
$ | 605,095 | $ | 10,208 | $ | 138,112 | $ | 24,525 | $ | 432,250 |
ITEM 7A
.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8
.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9
.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A
.
|
CONTROLS AND PROCEDURES
|
ITEM 9B
.
|
OTHER INFORMATION
|
ITEM 10
.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11
.
|
EXECUTIVE COMPENSATION
|
ITEM 12
.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14
.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15
.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Description
|
|
3.1(1)
|
Articles of Incorporation of Yew Bio-Pharm Group, Inc.
|
|
3.2(1)
|
Certificate of Amendment of Articles of Incorporation of Yew Bio-Pharm Group, Inc. dated May 19, 2010
|
|
3.3(6)
|
Certificate of Amendment of Articles of Incorporation of Yew Bio-Pharm Group, Inc. dated December 18, 2012
|
|
3.4(1)
|
Bylaws of Yew Bio-Pharm Group, Inc.
|
|
4.1(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Zhiguo Wang
|
|
4.2(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Guifang Qi
|
|
4.3(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Xingming Han
|
|
4.4(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Heilongjiang Ecology Stock Co. Ltd.
|
|
4.5(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Yingjun Jiang
|
|
4.6(1)
|
Supplemental Agreement to Equity Transfer Agreement dated February 23, 2010 among Mr. Wang, Madame Qi, Mr. Han, Heilongjiang Ecology Forest Co. Ltd. and Yingjun Jiang
|
|
4.7(1)
|
Debtor’s and Creditors’ Rights Transfer Agreement dated May 10, 2010 among Mr. Wang, Heilongjiang Ecology Stock Co. Ltd., Yingjun Jiang and Heilongjiang Jinshangjing Bio-Technology Development Co., Limited
|
|
4.8(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Zhiguo Wang
|
|
4.9(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Guifang Qi
|
|
4.10(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio- Technology Development Co., Limited and Xingming Han
|
|
4.11(1)
|
Supplemental Agreement to Equity Transfer Agreement dated February 16, 2011 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Zhiguo Wang, Guifang Qi and Xingming Han
|
4.12(1)
|
Exclusive Business Cooperation Agreement dated November 5, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Harbin Hongdoushan Science and Technology Development Co., Ltd.
|
|
4.13(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
4.14(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Guifang Qi
|
|
4.15(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Xingming Han
|
|
4.16(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
4.17(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Guifang Qi
|
|
4.18(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Xingming Han
|
|
4.19(1)
|
Power of Attorney dated November 5, 2010 - Zhiguo Wang
|
|
4.20(1)
|
Power of Attorney dated November 5, 2010 - Guifang Qi
|
|
4.21(1)
|
Power of Attorney dated November 5, 2010 - Xingming Han
|
|
10.1(1)
|
Cooperation and Development Contract of Yew (taxus) Yinpian dated January 9, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Yew Pharmaceutical Co., Ltd.
|
|
10.2(1)
|
Technology Development Services Agreement dated January 1, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Shanghai Kairun Bio-Pharmaceutical Co., Ltd.
|
|
10.3(1)
|
Technology Development Services Supplementary Agreement dated February 2, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Shanghai Kairun Bio-Pharmaceutical Co., Ltd.
|
|
10.4+(1)
|
Labor Contract effective May 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.5+(1)
|
Labor Contract effective April 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Xingming Han
|
|
10.6+(1)
|
Labor Contract effective April 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.7+(1)
|
Engagement Agreement dated August 24, 2011 between Yew Bio-Pharm Group, Inc. and CFO On Call Asia, Inc.
|
|
10.8(1)
|
Consulting Agreement dated November 1, 2010 between Yew Bio-Pharm Group, Inc. and Richard Lo
|
|
10.9(1)
|
Joint-Stock Construct Rare Plant Northeast Yew Contract dated March 21, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Wuchang City Forestry Bureau
|
|
10.10(1)
|
Waste Forest Land Transfer Agreement dated March 22, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Chengshan Niu
|
|
10.11(1)
|
Barren Hills and Uncultivated Land Use Right Transfer Agreement dated April 4, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Pingshan Town Government
|
|
10.12(1)
|
Contract for Seedling Land dated March 25, 2005 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Yew Technology Stock Co.
|
|
10.13(1)
|
Contract for the Transfer of Forest Land Use Right and of the Ownership of Timbers dated January 18, 2008 among Harbin Yew Science and Technology Development Co., Ltd., Shukun Jiang and Shubao Jiang
|
|
10.14(1)
|
Yew Planting Seedlings Transfer Contract dated March 4, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Pingshan Yew Comprehensive Development Co., Ltd.
|
|
10.15(1)
|
Lease Contract dated March 20, 2002 between Harbin Yew Science and Development Technology Co., Ltd. and Heilongjiang Pingshan Yew Comprehensive Development Co., Ltd.
|
10.16(1)
|
Lease Contract dated December 3, 2008 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.17(1)
|
Lease Contract dated November 15, 2011 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.18(1)
|
Lease Contract dated January 1, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.19+(1)
|
Labor Contract effective April 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Xingming Han
|
|
10.20+(1)
|
Labor Contract effective April 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.21+(2)
|
Labor Contract effective May 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.22(3)
|
Forest Transfer Contract for Fuye Field, Beizhao Village, Hongxing Town, Acheng District
|
|
10.23(4)
|
Founder’s Option dated December 13, 2012 issued to Zhiguo Wang
|
|
10.24(4)
|
Founder’s Option dated December 13, 2012 issued to Guifang Qi
|
|
10.25(4)
|
Founder’s Option dated December 13, 2012 issued to Xingming Han
|
|
10.26(5)
|
Yew Bio-Pharm Group, Inc. 2012 Equity Incentive Plan
|
|
10.27*
|
Lease Contract dated July 1, 2012 between Heilongjiang JSJ Bio-Technology Development Co., Ltd. and Zhiguo Wang
|
|
21.1*
|
Subsidiaries of the registrant
|
|
24.1*
|
Power of Attorney (included after signatures hereto)
|
|
31.1*
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
|
|
31.2*
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
|
|
32*
|
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS**
|
XBRL Instance Document
|
||
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
||
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
+
|
Management compensatory agreement
|
*
|
Filed herewith.
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
(1)
|
Incorporated by reference from the Company’s registration statement on Form 10, filed with the SEC on May 8, 2012.
|
(2)
|
Incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form 10/A, filed with the SEC on June 29, 2012.
|
(3)
|
Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on July 24, 2012.
|
(4)
|
Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2012.
|
(5)
|
Incorporated by reference from the Company’s Proxy Statement, filed with the SEC on October 24, 2012.
|
(6)
|
Incorporated by reference from Amendment No.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 23, 2013.
|
YEW BIO-PHARM GROUP, INC.
|
|||
By:
|
/s/ ZHIGUO WANG
|
||
Zhiguo Wang
Chief Executive Officer
|
|
Date: April 11, 2013
|
Name
|
Title
|
Date
|
|||
/s/ Zhiguo Wang
Zhiguo Wang
|
Chief Executive Officer, President,
Secretary and Chairman of the Board
(Principal Executive Officer)
|
April 11, 2013
|
|||
/s/ Adam Wasserman
Adam Wasserman
|
Chief Financial Officer
(Principal Accounting Officer)
|
April 11, 2013
|
|||
/s/ Guifang Qi
Guifang Qi
|
Treasurer — Yew Bio-Pharm Group, Inc.
and Director
|
April 11, 2013
|
|||
/s/ Xingming Han
Xingming Han
|
General Manager — Harbin Yew Science
and Technology Development Co., Ltd.
and Director
|
April 11, 2013
|
Report of Independent Registered Public Accounting Firm
|
F-2 - F-3
|
Consolidated Financial Statements:
|
|
Consolidated Balance Sheets
|
F-4
|
Consolidated Statements of Income and Comprehensive Income
|
F-5
|
Consolidated Statements of Changes in Shareholders’ Equity
|
F-6
|
Consolidated Statements of Cash Flows
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8 to F-32
|
Hong Kong, China
April 16, 2012, except for Notes 2, 3 and 4, which are dated September 10, 2012
|
/s/ Albert Wong & Co.
Albert Wong & Co.
Certified Public Accountants
|
Mr. Wang | 76.65% | ||
Madame Qi | 18.53% | ||
Mr. Han | 4.82% |
●
|
Exclusive Business Cooperation Agreement
. Pursuant to the Exclusive Business Cooperation Agreement between JSJ and HDS (the “Business Cooperation Agreement”), JSJ has the exclusive right to provide to HDS general business operation services, including advice and strategic planning, as well as consulting services related to technology, research and development, human resources, marketing and other services deemed necessary (collectively, the “Services”). Under the Business Cooperation Agreement, JSJ has exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of the Business Cooperation Agreement, including but not limited to copyrights, patents, patent applications, software and trade secrets. HDS shall pay to JSJ a monthly consulting service fee (the “Service Fee”) in RMB that is equal to 100% of the monthly net income of HDS. Upon the prior written consent by JSJ, the rate of Service Fee may be adjusted pursuant to the operational needs of HDS. Within 30 days after the end of each month, HDS shall (a) deliver to JSJ the management accounts and operating statistics of HDS for such month, including the net income of HDS during such month (the “Monthly Net Income”), and (b) pay 80% of such Monthly Net Income to JSJ (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, HDS shall (a) deliver to JSJ financial statements of HDS for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by JSJ, and (b) pay an amount to JSJ equal to the shortfall, if any, of the aggregate net income of HDS for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by HDS to JSJ in such fiscal year. HDS also granted an irrevocable and exclusive option to JSJ to purchase any and all of the assets of HDS, to the extent permitted under PRC law, at the lowest price permitted by PRC law. Unless earlier terminated in accordance with the provisions of the Business Cooperation Agreement or other agreements separately executed between JSJ and HDS, the Business Cooperation Agreement is for a term of ten years and expires on November 5, 2020; however, the term of the Business Cooperation Agreement may be extended if confirmed in writing by JSJ prior to the expiration of the term thereof. The period of the extended term shall be determined exclusively by JSJ and HDS shall accept such extended term unconditionally. Unless JSJ commits gross negligence, or a fraudulent act, against HDS, HDS shall not terminate the Business Cooperation Agreement prior to the expiration of the term, including any extended term. Notwithstanding the foregoing, JSJ shall have the right to terminate the Business Cooperation Agreement at any time upon giving 30 days’ prior written notice to HDS.
|
●
|
Exclusive Option Agreement
.
Under an Exclusive Option Agreement among JSJ, HDS and each HDS Shareholder (individually, an “Option Agreement”), the terms of which are substantively identical to each other, each HDS Shareholder has granted JSJ or its designee the irrevocable and exclusive right to purchase, to the extent permitted under PRC law, all or any part of the HDS Shareholder’s equity interests in HDS (the “Equity Interest Purchase Option”) for RMB 10. If an appraisal is required by PRC laws at the time when and if JSJ exercises the Equity Interest Purchase Option, the parties shall negotiate in good faith and, based upon the appraisal, make a necessary adjustment to the purchase price so that it complies with any and all then applicable PRC laws. Without the consent of JSJ, the HDS Shareholders shall not sell, transfer, mortgage or dispose of their respective shares of HDS stock. Additionally, without the prior consent of JSJ, the HDS Shareholders shall not in any manner supplement, change or amend the articles of association and bylaws of HDS, increase or decrease its registered capital, change the structure of its registered capital in any other manner, or engage in any transactions that could materially affect HDS’ assets, liabilities, rights or operations, including, without limitation, the incurrence or assumption of any indebtedness except incurred in the ordinary course of business, execute any major contract over RMB 500,000, sell or purchase any assets or rights, incur of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. The term of each Option Agreement is ten years commencing on November 5, 2020 and may be extended at the sole election of JSJ.
|
●
|
Equity Interest Pledge Agreement
.
In order to guarantee HDS’s performance of its obligations under the Business Cooperation Agreement, each HDS Shareholder, JSJ and HDS entered into an Equity Interest Pledge Agreement (individually, a “Pledge Agreement”), the terms of which are substantially similar to each other. Pursuant to the Pledge Agreement, each HDS Shareholder pledged all of his or her equity interest in HDS to JSJ. If HDS or the HDS Shareholders breach their respective contractual obligations and such breach is not remedied to the satisfaction of JSJ within 20 days after the giving of notice of breach, JSJ, as pledgee, will be entitled to exercise certain rights, including the right to foreclose upon and sell the pledged equity interests. During the term of the Pledge Agreement, the HDS Shareholder shall not transfer his or her equity interest in HDS or place or otherwise permit any other security interest of other encumbrance to be placed on such equity interest. Upon the full payment of the Service Fee under the Business Cooperation Agreement and upon the termination of HDS’s obligations thereunder, the Pledge Agreement shall be terminated
.
|
●
|
Power of Attorney
.
Under the Power of Attorney executed by each HDS Shareholder (each, a “Power of Attorney”), the terms of which are substantially similar to each other, JSJ has been granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the HDS Shareholders, to act on behalf of the HDS Shareholder as his or her exclusive agent and attorney with respect to all matters concerning the HDS Shareholder’s equity interests in HDS, including without limitation, the right to: 1) attend shareholders’ meetings of HDS; 2) exercise all the HDS Shareholders’ rights, including voting rights under PRC laws and HDS’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of the HDS Shareholder’s equity interests in HDS in whole or in part; and 3) designate and appoint on behalf of the HDS Shareholders the legal representative, executive director, supervisor, manager and other senior management of HDS
.
|
December 31,
|
||||||||
Assets
|
2012
|
2011
|
||||||
Cash
|
$ | 343,990 | $ | 479,494 | ||||
Accounts receivable
|
722,598 | - | ||||||
Accounts receivable – related parties
|
284,986 | - | ||||||
Inventories (current and long-term)
|
10,373,398 | 8,218,874 | ||||||
Prepaid expenses and other assets
|
- | 283 | ||||||
Prepaid rent - related party
|
57,870 | - | ||||||
Property and equipment, net
|
790,563 | 750,779 | ||||||
Land use rights and yew forest assets, net
|
15,328,318 | 15,166,197 | ||||||
Total assets of VIE
|
$ | 27,901,723 | $ | 24,615,627 | ||||
Liabilities
|
||||||||
Accounts payable
|
$ | 990 | $ | 1,360,611 | ||||
Accrued expenses and other payables
|
79,981 | 73,727 | ||||||
Taxes payable
|
6,305 | 1,049 | ||||||
Due to VIE holding companies
|
1,939,720 | 2,164,107 | ||||||
Due to related parties
|
1,900 | 240,159 | ||||||
Total liabilities of VIE
|
$ | 2,028,896 | $ | 3,839,653 |
Name
|
Domicile and date of incorporation
|
Registered capital
|
Effective ownership
|
Principal activities
|
||||
Heilongjiang Jinshangjing Bio-Technology Development Co., Limited (“JSJ”)
|
PRC
October 29, 2009
|
USD $ 100,000
|
100%
|
Holding company
|
||||
|
||||||||
Yew Bio-Pharm Holdings Limited (“Yew Bio-Pharm (HK)”)
|
Hong Kong
November 29, 2010
|
HK$ 10,000
|
100%
|
Holding company of JSJ
|
||||
|
||||||||
Harbin Yew Science and Technology Development Co., Ltd. (“HDS”)
|
PRC
August 22, 1996
|
RMB 45,000,000
|
Contractual arrangements
|
Sales of yew tree components for use in pharmaceutical industry; sales of yew tree seedlings and potted yew trees; and the manufacture of yew tree wood handicrafts
|
●
|
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
|
●
|
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
|
●
|
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
|
December 31, 2012
|
December 31, 2011
|
|||||||||||||||
Country:
|
||||||||||||||||
United States
|
$ | 17,372 | 4.5 | % | $ | 12,163 | 1.7 | % | ||||||||
China
|
369,449 | 95.5 | % | 720,208 | 98.3 | % | ||||||||||
Total cash and cash equivalents
|
$ | 386,821 | 100.0 | % | $ | 732,371 | 100.0 | % |
Building | 15 years | |
Machinery and equipment | 10 years | |
Office equipment | 3 years | |
Leasehold improvement | 5 years | |
Motor vehicles | 4 years |
2012
|
2011
|
|||||||
Exchange rate on balance sheet dates:
|
||||||||
USD : RMB exchange rate
|
6.3161 | 6.3647 | ||||||
Average exchange rate for the year
|
||||||||
USD : RMB exchange rate
|
6.31984 | 6.47351 |
Years Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Net income available to common stockholders for basic and diluted net income per share of common stock
|
$ | 2,206,267 | $ | 4,040,311 | ||||
Weighted average common stock outstanding – basic
|
47,819,672 | 40,500,000 | ||||||
Effect of dilutive securities:
|
||||||||
Subscribed common shares issuable and subject to recession
|
- | 9,500,000 | ||||||
Stock options issued to directors/officers
|
- | - | ||||||
Weighted average common stock outstanding – diluted
|
47,819,672 | 50,000,000 | ||||||
Net income per common share – basic
|
$ | 0.05 | $ | 0.10 | ||||
Net income per common share – diluted
|
$ | 0.05 | $ | 0.08 |
2012
|
2011
|
|||||||
Subscribed common shares issuable and subject to recession
|
- | 9,500,000 | ||||||
Stock options
|
22,805,512 | - | ||||||
Total
|
22,805,512 | 9,500,000 |
December 31, 2011
(As Previously Reported)
|
Adjustment to
Restate
|
December 31, 2011
(As Restated)
|
||||||||||
Consolidated Balance Sheet:
|
||||||||||||
Assets:
|
||||||||||||
Current Assets:
|
||||||||||||
Inventories
|
$ | 8,218,874 | $ | (7,508,030 | ) | $ | 710,844 | |||||
Total Current Assets
|
8,951,678 | (7,508,030 | ) | 1,443,648 | ||||||||
Long-term Assets:
|
||||||||||||
Inventories, net of current portion
|
- | 7,508,030 | 7,508,030 | |||||||||
Total Assets
|
$ | 24,902,097 | $ | - | $ | 24,902,097 |
December 31, 2012
|
December 31, 2011
|
|||||||||||||||||||||||
Current portion
|
Long-term
portion
|
Total
|
Current portion
|
Long-term
portion
|
Total
|
|||||||||||||||||||
Raw materials
|
$ | 284,628 | $ | 2,734,896 | $ | 3,019,524 | $ | 29,401 | $ | 2,817,980 | $ | 2,847,381 | ||||||||||||
Work-in-process
|
22,523 | - | 22,523 | 18,642 | - | 18,642 | ||||||||||||||||||
Finished goods - handicrafts
|
153,578 | 695,426 | 849,004 | 236,854 | 687,258 | 924,112 | ||||||||||||||||||
Yew seedlings
|
530,505 | 3,622,991 | 4,153,496 | 425,947 | 3,835,277 | 4,261,224 | ||||||||||||||||||
Other trees
|
- | 2,328,851 | 2,328,851 | - | 167,515 | 167,515 | ||||||||||||||||||
$ | 991,234 | $ | 9,382,164 | $ | 10,373,398 | $ | 710,844 | $ | 7,508,030 | $ | 8,218,874 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Buildings and building improvements
|
$ | 402,226 | $ | 267,015 | ||||
Machinery and equipment
|
521,888 | 520,416 | ||||||
Office equipment
|
46,347 | 44,841 | ||||||
Leasehold improvement
|
53,169 | 52,763 | ||||||
Motor vehicles
|
641,433 | 513,280 | ||||||
1,665,063 | 1,398,315 | |||||||
Less: accumulated depreciation
|
(779,094 | ) | (614,093 | ) | ||||
$ | 885,969 | $ | 784,222 |
Description
|
Useful life
|
Acquisition date
|
Expiration date
|
Metric acres ("Mu")
|
||||||||||||||
Parcel A
|
Developing forest land
|
50 | 3/2004 | 3/2054 | 125 | |||||||||||||
Parcel B
|
Developing forest land
|
50 | 4/2004 | 4/2054 | 400 | |||||||||||||
Parcel C
|
Yew tree forests
|
30 | 3/2005 | 3/2035 | 361 | |||||||||||||
Parcel D
|
Yew tree forests and underlying land
|
50 | 1/2008 | 12/2058 | 290 | |||||||||||||
Parcel E
|
Yew tree forests and underlying land
|
45 | 3/2010 | 3/2055 | 15,865 | |||||||||||||
Parcel F
|
Undeveloped forest land
|
16 | 7/2012 | 3/2028 | 148 | |||||||||||||
Parcel G
|
Yew tree forests and underlying land
|
22 | 4/2006 | 1/2028 | 5 |
Useful Life
|
December 31, 2012
|
December 31, 2011
|
||||||||
Land use rights and yew forest assets
|
16-50 years
|
$ | 16,058,406 | $ | 15,546,414 | |||||
Less: accumulated amortization
|
(730,088 | ) | (380,217 | ) | ||||||
Total
|
$ | 15,328,318 | $ | 15,166,197 |
Years ending December 31:
|
Amount
|
|||
2013
|
$ | 356,731 | ||
2014
|
356,731 | |||
2015
|
356,731 | |||
2016
|
356,731 | |||
2017
|
356,731 | |||
2018 and thereafter
|
13,544,663 | |||
Total
|
$ | 15,328,318 |
December 31, 2012
|
December 31, 2011
|
|||||||
Accrued wage
|
$ | 51,759 | $ | 16,844 | ||||
Accrued professional fees
|
121,346 | 75,029 | ||||||
Other
|
25,993 | 28,028 | ||||||
Total
|
$ | 199,098 | $ | 119,901 |
Years ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Tax exemption effect
|
$ | 1,223,766 | $ | 1,070,980 | ||||
Tax reduction due to loss carry-forward
|
9,751 | - | ||||||
Loss not subject to income tax
|
(20,636 | ) | (20,402 | ) | ||||
Basic net income per share effect
|
$ | (0.03 | ) | $ | (0.03 | ) | ||
Diluted net income per share effect
|
$ | (0.03 | ) | $ | (0.02 | ) |
Years ended December 31,
|
||||||||
2012
|
2011
|
|||||||
U.S. federal income tax rate
|
34 | % | 34 | % | ||||
Foreign income not recognized in the U.S.
|
(34 | %) | (34 | %) | ||||
PRC EIT rate
|
25 | % | 25 | % | ||||
PRC tax exemption and reduction
|
(25 | %) | (25 | %) | ||||
Total provision for income taxes
|
- | - |
December 31, 2012
|
December 31, 2011
|
|||||||
U.S. tax benefit of net operating loss carry forward
|
$ | 327,348 | $ | 191,909 | ||||
Valuation allowance
|
(327,348 | ) | (191,909 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
●
|
Each Founder’s Option is fully vested upon issuance;
|
●
|
Each Founder’s Option is exercisable for a period of five years from the date of issuance;
|
●
|
Each Founder’s Option is exercisable at $0.22 per share; and
|
●
|
Each Founder’s Option has a cashless exercise feature, pursuant to which, at the optionee’s election, he or she may choose to deliver previously-owned shares of YBP common stock in payment of the exercise price or not pay the exercise price of the Founder’s Option and receive instead a reduced number of shares of YBP common stock reflecting the value of the number of shares of YBP common stock equal to the difference, if any, between the aggregate fair market value of the shares issuable upon exercise of the Founder’s Option and the exercise price of the Founder’s Option.
|
Name of optionee
|
Number of shares subject to Founder's Option
|
|||
Zhiguo Wang
|
20,103,475 | |||
Guifang Qi
|
2,488,737 | |||
Xingming Han
|
213,300 | |||
Total
|
22,805,512 |
Year Ended December 31, 2012
|
Year Ended December 31, 2011
|
||||||||||||||||
Number of
Stock
Options
|
Weighted
Average
Exercise Price
|
Number of
Stock
Options
|
Weighted
Average
Exercise Price
|
||||||||||||||
Balance at beginning of year
|
- | $ | - | - | $ | - | |||||||||||
Issued
|
22,805,512 | 0.22 | - | - | |||||||||||||
Exercised
|
- | - | - | - | |||||||||||||
Forfeited
|
- | - | - | - | |||||||||||||
Balance at end of year
|
22,805,512 | $ | 0.22 | - | $ | - | |||||||||||
Options exercisable at end of year
|
22,805,512 | $ | 0.22 | - | $ | - |
Stock Options Outstanding |
Stock Options Exercisable
|
||||||||||||||||||||
Range of
Exercise
Price
|
Number
Outstanding at
December 31,
2012
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable at
December 31,
2012
|
Weighted
Average
Exercise
Price
|
||||||||||||||||
$ | 0.22 | 22,805,512 | 4.95 | $ | 0.22 | 22,805,512 | $ | 0.22 |
Years Ended December 31,
|
||||||||
Customer
|
2012
|
2011
|
||||||
A
|
17 | % | 10 | % | ||||
B
|
15 | % | 23 | % | ||||
C
|
11 | % | 29 | % | ||||
D
|
* | 13 | % | |||||
E
|
10 | % | * |
*
|
Below 10%
|
Company
|
Ownership
|
|
Heilongjiang Zishan Technology Stock Co., Ltd. (“ZTC”)
|
18% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., 39% owned by Zhiguo Wang, Chairman and Chief Executive Officer, 31% owned by Guifang Qi, the wife of Mr. Wang and Director of the Company, and 12% owned by third parties.
|
|
Heilongjiang Yew Pharmaceuticals, Co., Ltd. (“Yew Pharmaceutical”)
|
95% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 5% owned by Madame Qi.
|
|
Shanghai Kairun Bio-Pharmaceutical Co., Ltd. (“Kairun”)
|
60% owned by Heilongjiang Zishan Technology Co., Ltd., 20% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 20% owned by Mr. Wang.
|
|
Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd. (“HEFS”)
|
63% owned by Mr. Wang, 34% owned by Madame Qi, and 3% owned by third parties.
|
Years Ended December 31,
|
||||||||
Name of related party
|
2012
|
2011
|
||||||
Yew Pharmaceutical
|
$ | 1,014,287 | $ | 1,396,613 | ||||
Total
|
$ | 1,014,287 | $ | 1,396,613 |
Years Ending December 31:
|
||||
2013
|
$ | 6,424 | ||
2014
|
6,424 | |||
2015
|
131,688 | |||
2016
|
2,373 | |||
2017
|
2,373 | |||
Thereafter
|
404,559 | |||
Total
|
$ | 553,841 |
Name of related parties
|
2012
|
2011
|
||||||
Zhiguo Wang
|
$ | 45,976 | $ | 31,357 | ||||
Yew Pharmaceutical
|
- | 62,847 | ||||||
Guifang Qi
|
1,900 | - | ||||||
ZTC
|
- | 172,284 | ||||||
Total
|
$ | 47,876 | $ | 266,488 |
For the Years Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Revenues:
|
||||||||
TCM raw materials
|
$ | 3,745,348 | $ | 3,458,093 | ||||
Yew trees
|
2,819,968 | 2,400,245 | ||||||
Handicrafts
|
162,208 | 102,701 | ||||||
6,727,524 | 5,961,039 | |||||||
Cost of revenues:
|
||||||||
TCM raw materials
|
615,956 | 897,154 | ||||||
Yew trees
|
578,296 | 172,460 | ||||||
Handicrafts
|
84,805 | 56,351 | ||||||
1,279,057 | 1,125,965 | |||||||
Depreciation and amortization:
|
||||||||
TCM raw materials
|
337,949 | 286,196 | ||||||
Yew trees
|
37,440 | 30,185 | ||||||
Handicrafts
|
31,346 | 31,852 | ||||||
Other
|
157,096 | 122,684 | ||||||
563,831 | 470,917 | |||||||
Net income (loss):
|
||||||||
TCM raw materials
|
3,129,393 | 2,560,939 | ||||||
Yew trees
|
2,241,672 | 2,227,785 | ||||||
Handicrafts
|
77,402 | 46,350 | ||||||
Other
|
(3,242,200 | ) | (794,763 | ) | ||||
$ | 2,206,267 | $ | 4,040,311 |
December 31, 2012
|
||||||||||||||||||||
TCM raw materials
|
Yew trees
|
Handicrafts
|
Other
|
Total
|
||||||||||||||||
Identifiable long-lived assets, net
|
$ | 14,983,045 | $ | 734,212 | $ | 122,491 | $ | 374,539 | $ | 16,214,287 | ||||||||||
Expenditures for segment assets
|
$ | 326,312 | $ | 254,217 | $ | - | $ | 125,515 | $ | 706,044 | ||||||||||
December 31, 2011
|
||||||||||||||||||||
TCM raw materials
|
Yew trees
|
Handicrafts
|
Other
|
Total
|
||||||||||||||||
Identifiable long-lived assets, net
|
$ | 14,880,192 | $ | 600,364 | $ | 153,686 | $ | 316,177 | $ | 15,950,419 | ||||||||||
Expenditures for segment assets
|
$ | 5,515,590 | $ | 61,436 | $ | - | $ | 130,385 | $ | 5,707,411 |
Year
|
Annual lease amount
|
Payment due date
|
||
March 2002 to February 2012
|
RMB 25,000
|
Before December 2012
|
||
March 2012 to February 2017
|
RMB 25,000
|
Before December 2017
|
||
March 2017 to March 2025
|
RMB 25,000
|
Before December 2025
|
Years Ending December 31:
|
||||
2013
|
$ | 3,784 | ||
2014
|
- | |||
2015
|
- | |||
2016
|
- | |||
2017
|
19,779 | |||
Thereafter
|
27,691 | |||
|
||||
Total
|
$ | 51,254 |
Exhibit No.
|
Description
|
|
3.1(1)
|
Articles of Incorporation of Yew Bio-Pharm Group, Inc.
|
|
3.2(1)
|
Certificate of Amendment of Articles of Incorporation of Yew Bio-Pharm Group, Inc. dated May 19, 2010
|
|
3.3(6)
|
Certificate of Amendment of Articles of Incorporation of Yew Bio-Pharm Group, Inc. dated December 18, 2012
|
|
3.4(1)
|
Bylaws of Yew Bio-Pharm Group, Inc.
|
|
4.1(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Zhiguo Wang
|
|
4.2(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Guifang Qi
|
|
4.3(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Xingming Han
|
|
4.4(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Heilongjiang Ecology Stock Co. Ltd.
|
|
4.5(1)
|
Equity Transfer Agreement dated February 23, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Yingjun Jiang
|
|
4.6(1)
|
Supplemental Agreement to Equity Transfer Agreement dated February 23, 2010 among Mr. Wang, Madame Qi, Mr. Han, Heilongjiang Ecology Forest Co. Ltd. and Yingjun Jiang
|
|
4.7(1)
|
Debtor’s and Creditors’ Rights Transfer Agreement dated May 10, 2010 among Mr. Wang, Heilongjiang Ecology Stock Co. Ltd., Yingjun Jiang and Heilongjiang Jinshangjing Bio-Technology Development Co., Limited
|
|
4.8(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Zhiguo Wang
|
|
4.9(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Guifang Qi
|
|
4.10(1)
|
Equity Transfer Agreement dated October 28, 2010 between Heilongjiang Jinshangjing Bio- Technology Development Co., Limited and Xingming Han
|
|
4.11(1)
|
Supplemental Agreement to Equity Transfer Agreement dated February 16, 2011 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Zhiguo Wang, Guifang Qi and Xingming Han
|
|
4.12(1)
|
Exclusive Business Cooperation Agreement dated November 5, 2010 between Heilongjiang Jinshangjing Bio-Technology Development Co., Limited and Harbin Hongdoushan Science and Technology Development Co., Ltd.
|
|
4.13(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
4.14(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Guifang Qi
|
|
4.15(1)
|
Exclusive Option Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Xingming Han
|
|
4.16(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
4.17(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Guifang Qi
|
|
4.18(1)
|
Equity Interest Pledge Agreement dated November 5, 2010 among Heilongjiang Jinshangjing Bio-Technology Development Co., Limited, Harbin Hongdoushan Science and Technology Development Co., Ltd. and Xingming Han
|
|
4.19(1)
|
Power of Attorney dated November 5, 2010 - Zhiguo Wang
|
4.20(1)
|
Power of Attorney dated November 5, 2010 - Guifang Qi
|
|
4.21(1)
|
Power of Attorney dated November 5, 2010 - Xingming Han
|
|
10.1(1)
|
Cooperation and Development Contract of Yew (taxus) Yinpian dated January 9, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Yew Pharmaceutical Co., Ltd.
|
|
10.2(1)
|
Technology Development Services Agreement dated January 1, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Shanghai Kairun Bio-Pharmaceutical Co., Ltd.
|
|
10.3(1)
|
Technology Development Services Supplementary Agreement dated February 2, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Shanghai Kairun Bio-Pharmaceutical Co., Ltd.
|
|
10.4+(1)
|
Labor Contract effective May 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.5+(1)
|
Labor Contract effective April 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Xingming Han
|
|
10.6+(1)
|
Labor Contract effective April 9, 2009 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.7+(1)
|
Engagement Agreement dated August 24, 2011 between Yew Bio-Pharm Group, Inc. and CFO On Call Asia, Inc.
|
|
10.8(1)
|
Consulting Agreement dated November 1, 2010 between Yew Bio-Pharm Group, Inc. and Richard Lo
|
|
10.9(1)
|
Joint-Stock Construct Rare Plant Northeast Yew Contract dated March 21, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Wuchang City Forestry Bureau
|
|
10.10(1)
|
Waste Forest Land Transfer Agreement dated March 22, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Chengshan Niu
|
|
10.11(1)
|
Barren Hills and Uncultivated Land Use Right Transfer Agreement dated April 4, 2004 between Harbin Yew Science and Technology Development Co., Ltd. and Pingshan Town Government
|
|
10.12(1)
|
Contract for Seedling Land dated March 25, 2005 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Yew Technology Stock Co.
|
|
10.13(1)
|
Contract for the Transfer of Forest Land Use Right and of the Ownership of Timbers dated January 18, 2008 among Harbin Yew Science and Technology Development Co., Ltd., Shukun Jiang and Shubao Jiang
|
|
10.14(1)
|
Yew Planting Seedlings Transfer Contract dated March 4, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Heilongjiang Pingshan Yew Comprehensive Development Co., Ltd.
|
|
10.15(1)
|
Lease Contract dated March 20, 2002 between Harbin Yew Science and Development Technology Co., Ltd. and Heilongjiang Pingshan Yew Comprehensive Development Co., Ltd.
|
|
10.16(1)
|
Lease Contract dated December 3, 2008 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.17(1)
|
Lease Contract dated November 15, 2011 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.18(1)
|
Lease Contract dated January 1, 2010 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.19+(1)
|
Labor Contract effective April 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Xingming Han
|
|
10.20+(1)
|
Labor Contract effective April 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Guifang Qi
|
|
10.21+(2)
|
Labor Contract effective May 10, 2012 between Harbin Yew Science and Technology Development Co., Ltd. and Zhiguo Wang
|
|
10.22(3)
|
Forest Transfer Contract for Fuye Field, Beizhao Village, Hongxing Town, Acheng District
|
|
10.23(4)
|
Founder’s Option dated December 13, 2012 issued to Zhiguo Wang
|
|
10.24(4)
|
Founder’s Option dated December 13, 2012 issued to Guifang Qi
|
|
10.25(4)
|
Founder’s Option dated December 13, 2012 issued to Xingming Han
|
|
10.26(5)
|
Yew Bio-Pharm Group, Inc. 2012 Equity Incentive Plan
|
|
10.27*
|
Lease Contract dated July 1, 2012 between Heilongjiang JSJ Bio-Technology Development Co., Ltd. and Zhiguo Wang
|
|
21.1*
|
Subsidiaries of the registrant
|
|
24.1*
|
Power of Attorney (included after signatures hereto)
|
31.1*
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
|
|
31.2*
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
|
|
32*
|
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS**
|
XBRL Instance Document
|
||
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
||
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
+
|
Management compensatory agreement
|
*
|
Filed herewith.
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
(1)
|
Incorporated by reference from the Company’s registration statement on Form 10, filed with the SEC on May 8, 2012.
|
(2)
|
Incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form 10/A, filed with the SEC on June 29, 2012.
|
(3)
|
Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on July 24, 2012.
|
(4)
|
Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2012.
|
(5)
|
Incorporated by reference from the Company’s Proxy Statement, filed with the SEC on October 24, 2012.
|
(6)
|
Incorporated by reference from Amendment No.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 23, 2013.
|
1.
|
Lease Property
Party A agreed to lease the property located on 5th Floor, Zone B, Far East Building, No. 18 Hengshan Road, Xiangfang District with a usable area of 30
㎡
to Party B, and rent is RMB 10,000 per year.
|
2.
|
Term of Lease
The lease term shall be 3 years, from July 1, 2012 to June 30, 2015.
|
3.
|
Modification and Termination of Lease
This Contract can be modified or terminated when both parties agree. Otherwise, any modification and termination will be deemed as breach of contract.
|
4.
|
If the negotiation fails to resolve the controversy, each party or both parties may submit the outstanding issue to court in accordance with “Contract Law of the People's Republic of China”.
|
Lessor: (Sign or Chop) Wang Zhiguo
|
||
|
Lessee: (Sign or Chop)
|
|
Heilongjiang JSJ Bio-Technology Development Co. , Ltd
|
||
Qi Guifang
|
||
July 1, 2012
|
Entity
|
Jurisdiction of
Organization
|
Percentage Owned
|
||
Yew Bio-Pharm Holdings Limited
|
Hong Kong
|
100%
|
||
Heilongjiang Jinshangjing Bio-Technology Development Co., Limited
|
People’s Republic
of China
|
100%
|
||
Harbin Yew Science and Technology Development Co., Ltd.
|
People’s Republic
of China
|
Variable interest
entity
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
April 11, 2013
|
/s/ ZHIGUO WANG
|
|
Zhiguo Wang
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
April 11, 2013
|
/
S
/ ADAM WASSERMAN
|
|
Adam Wasserman
Chief Financial Officer
|
Date:
April 11, 2013
|
/
S
/ ZHIGUO WANG
|
|
Zhiguo Wang
Chief Executive Officer
|
||
Date
:
April 11, 2013
|
/
S
/ ADAM WASSERMAN
|
|
Adam Wasserman
Chief Financial Officer
|