UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December 2011
Commission File Number: 001-34754
China New Borun Corporation
(Translation of Registrant's name into English)
Bohai Industrial Park
Yangkou Town
Shouguang, Shandong
People's Republic of China 262715
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
SForm 20-F £ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): £
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
£Yes SNo
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
China New Borun Corporation
Form 6-K
TABLE OF CONTENTS
|
Exhibit 99.1
|
Notice of Annual General Meeting of Shareholders dated November 28, 2011
|
|
|
Exhibit 99.2
|
Proxy Statement dated November 28, 2011
|
|
|
Exhibit 99.3
|
Form of Proxy Card for Record Holders of Ordinary Shares
|
|
|
Exhibit 99.4
|
Form of Voting Instruction Card for Record Owners of American Depositary Shares
|
SIGNATURE
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 NEW BORUN CORPORATION
|
||||
|
By:
|
/s/ BING YU
|
|||
|
Name:
|
Bing Yu
|
|||
|
Title:
|
Chief Financial Officer
|
|||
Date: December 6, 2011
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2011
Notice is hereby given that China New Borun Corporation, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders at 10:00 a.m., local time, on December 29, 2011 (the “Annual General Meeting”), at the Company's corporate offices located at Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People's Republic of China to consider and, if thought fit, to pass, the following resolutions:
|
1.
|
As an ordinary resolution, THAT Hengxiu Song be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
|
2.
|
As an ordinary resolution, THAT Jinmiao Wang be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
|
3.
|
As an ordinary resolution, THAT Raymond S. Chadwick be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
|
4.
|
As an ordinary resolution, THAT Lucy Guo be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or her earlier death, resignation or removal.
|
|
5.
|
As an ordinary resolution, THAT Binbin Jiang be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
|
6.
|
As an ordinary resolution, THAT the appointment of the independent auditor BDO China Shu Lun Pan Certified Public Accountants LLP for the fiscal year ending December 31, 2011 be ratified, confirmed, approved and adopted.
|
|
7.
|
To transact any such other business that may properly come before the meeting.
|
You can find more information about each of these items, including the nominees for directors, in the attached proxy statement. Only holders of ordinary shares registered in the register of members at the close of business on November 28, 2011, New York time, can vote at the Annual General Meeting or at any adjournment that may take place. If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading “Voting by Holders of American Depositary Shares.”
We cordially invite all holders of ordinary shares to attend the Annual General Meeting in person. However, holders of ordinary shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a holder of ordinary shares and whether or not you expect to attend the Annual General Meeting in person, please mark, date, sign and return the enclosed proxy card as promptly as possible to ensure your representation and the presence of a quorum at the Annual General Meeting. If you send in your proxy card and then decide to attend the Annual General Meeting to vote your ordinary shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed proxy card is to be delivered to the attention of Jinmiao Wang, Chairman of the Board, China New Borun Corporation, Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People's Republic of China, and arrive no later than the time for holding the Annual General Meeting or any adjournment thereof. This notice of the Annual General Meeting of Shareholders and the attached proxy statement are also available through our website at http://ir.chinanewborun.com.
|
By Order of the Board of Directors,
|
||
|
/s/ Hengxiu Song
Hengxiu Song Director and
Chief Operating Officer
November 28, 2011
|
PROXY STATEMENT
General
Our board of directors is soliciting proxies for the annual general meeting of shareholders to be held on December 29, 2011 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “Annual General Meeting”). The Annual General Meeting will be held at our corporate office located at Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People’s Republic of China.
Record Date, Share Ownership and Quorum
Record holders of ordinary shares as of the close of business on November 28, 2011, New York time, are entitled to vote at the Annual General Meeting. As of November 28, 2011, 25,725,000 of our ordinary shares, par value US$0.001 per share, were issued and outstanding, approximately 7,091,000 of which were represented by American Depositary Shares (“ADSs”). The holders of ordinary shares being not less than an aggregate of one-half of all ordinary shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.
Voting and Solicitation
Holders of ordinary shares outstanding on the record date are entitled to one vote for each ordinary share held. At the Annual General Meeting every holder of ordinary shares present in person or by proxy may vote the fully paid ordinary shares held by such holder of ordinary shares. A resolution put to the vote of a meeting shall be decided on a show of hands, or on a poll, if a poll is demanded by the Chairman of the Board of Directors, who will act as chairman of the Annual General Meeting, or one or more shareholders present in person or by proxy. The Company expects that the Chairman of the Board of Directors will demand a poll at the Annual General Meeting, in which case, the affirmative vote of a simple majority of the votes of the holders of ordinary shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to elect the five nominees for director and ratify the appointment of the Company’s independent auditor.
The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
Holders of ordinary shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person or by completing, dating, signing and returning the enclosed proxy card to the attention of Jinmiao Wang, Chairman of the Board, China New Borun Corporation, Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People’s Republic of China. Proxy cards must arrive no later than the time for holding the Annual General Meeting.
When proxies are properly completed, dated, signed and returned by holders of ordinary shares, the ordinary shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the ordinary shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against the election of directors and the ratification of the appointment of the independent auditor. Broker non-votes will have no effect on the outcome of the vote for the election of directors, but will have the same effect as a vote against the appointment of the independent auditor. Note that if your ordinary shares are held of record by a broker or nominee, such broker or nominee will not have authority to vote your ordinary shares in the election of directors unless you provide instructions to him or her regarding how you would like your shares to be voted.
Voting by Holders of American Depositary Shares
The Bank of New York Mellon, as depositary of the ADSs, has advised us that it intends to mail to all record owners of ADSs this proxy statement, the accompanying notice of Annual General Meeting and a voting instruction card for record owners of ADSs. Upon the written request of an owner of record of ADSs by such owner’s delivery of a properly completed, dated and signed voting instruction card to The Bank of New York Mellon prior to 5:00 pm, New York time on December 21, 2011, The Bank of New York Mellon will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary shares or other deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. The Bank of New York Mellon has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions. If your ADSs are held of record by a broker or nominee, such broker or nominee will not have authority to deliver voting instructions to The Bank of New York Mellon with respect to the election of directors unless you provide instructions to your broker or nominee regarding how you would like the voting instructions to be completed. As the holder of record for all the ordinary shares represented by all of our ADSs, only The Bank of New York Mellon may vote those ordinary shares at the Annual General Meeting.
The Bank of New York Mellon and its agents have advised us that they are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions. This means that if the ordinary shares underlying your ADSs are not able to be voted at the annual general meeting, there may be nothing you can do.
If (i) the enclosed voting instruction card is signed but is missing voting instructions, or (ii) the enclosed voting instruction card is improperly completed, The Bank of New York Mellon will not vote the ordinary shares underlying the ADSs to which such voting instruction card relates.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold ordinary shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of China New Borun Corporation, if you hold our ordinary shares, or to The Bank of New York Mellon if you hold ADSs representing our ordinary shares.
PROPOSALS 1, 2, 3, 4 AND 5
ELECTION OF DIRECTORS
Background
Our Board of Directors currently consists of five members. One of the purposes of the Annual General Meeting is to re-elect five directors to hold office until the next annual general meeting of shareholders.
The Governance and Nominating Committee has nominated our current directors, Jinmiao Wang, Hengxiu Song, Raymond S. Chadwick, Lucy Guo and Binbin Jiang, for re-election at the Annual General Meeting.
We are not required by the law of the Cayman Islands, our Memorandum and Articles of Association or the rules of the New York Stock Exchange to hold an annual election for our directors, as our Memorandum and Articles of Association provide for indefinite terms for members of our Board of Directors. However, we view an annual election for directors as key to effecting good corporate governance.
Vote Required and Board Recommendation
If a quorum is present and upon demand of a poll, the affirmative vote of a simple majority of the votes of the holders of ordinary shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to elect the five nominees for director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF
PROPOSALS 1, 2, 3, 4 AND 5,
THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE
Information regarding Director Nominees
Ordinary shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. The Board of Directors has no reason to believe that any of the nominees named below will be unable or unwilling to serve as a director if elected. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such ordinary shares will be voted for the election of such substitute nominee as management may propose.
The names of the nominees, their respective ages as of November 28, 2011, the principal positions currently held by them and their biographies are as follows:
|
Name
|
Age
|
Position
|
||||
|
Hengxiu Song
|
40
|
Chief Operations Officer
|
||||
|
Jinmiao Wang
|
41
|
Chief Executive Officer and Chairman of the Board
|
||||
|
Raymond S. Chadwick
|
60
|
Independent Director
|
||||
|
Lucy Guo
|
38
|
Independent Director
|
||||
|
Binbin Jiang
|
37
|
Independent Director
|
||||
Hengxiu Song has served as our chief operations officer since 2010. Mr. Song previously served as a director of the Company from April 2010 to November 2010 and has served as the director of administration of the Company’s subsidiary Shandong Borun Industrial Co., Ltd. since April 2005. Mr. Song obtained a bachelor’s degree in Economics and Management from the Capital University of Economics and Business.
Jinmiao Wang has served as our Chief Executive Officer and Chairman of the Board of Directors since 2010. Mr. Wang also serves as the chairman of Shandong Borun Industrial Co., Ltd, our wholly-owned subsidiary, and has served in such capacity since July 2008. Prior to that, Mr. Wang served as the chairman and general manager of Shandong Borun Industrial Co., Ltd. from March 2006 to July 2008. From June 2004 to March 2006, Mr. Wang served as the chairman and general manager of Shandong Borun Salt Industrial Co., Ltd., the predecessor company of Shandong Borun Industrial Co., Ltd. From December 2000 to June 2004, Mr. Wang served as the chairman and general manager of Shouguang Haihong Salt-Making Co., Ltd. in the city of Shouguang in Shandong Province. Mr. Wang has been honored as a private entrepreneur in Shandong Province, having made significant contributions to his local economy in China.
Raymond S. Chadwick has served as our independent director since 2010. Since August 2010 Mr. Chadwick has also served as President & Chief Executive Officer of Wilson Daniels Ltd., a leading importer, marketer and producer of fine wines in the United States. Mr. Chadwick has also served as President & Chief Executive Officer of Diageo Chateau & Estate Wines, the wine division of Diageo, the world’s leading premium drinks business, beginning in 2001, when he assumed responsibility for the integrated wine operations of Guinness UDV North America and Seagram Chateau & Estate Wines. On July 1, 2009, Mr. Chadwick stepped down from that role after 35 years of overall service. Previously, Mr. Chadwick served as Executive Vice President and Chief Financial Officer of the Seagram Chateau & Estate Wines Company, where his responsibilities included the overall direction of the finance function, long range and strategic planning, international sales, business development, information services, and environmental affairs. Mr. Chadwick served concurrently as Managing Director of Barton & Guestier, S.A., and had functional responsibility for the finance function at the Seagram Beverage Company. Mr. Chadwick first joined Seagram in 1974 and worked in a variety of roles, including market research, sales and finance. He also spent time in London in an international marketing role for Brown-Forman. Mr. Chadwick served as integration leader when The Seagram Classics Wine Company and Seagram Chateau and Estate Wines Company were merged in 1996. He served as co-integration leader during the merger of Diageo and Seagram wine operations in 2001, which lead to the formation of Diageo Chateau & Estate Wines. Mr. Chadwick received his Bachelor of Arts and Master of Arts degrees from the University of Virginia, as well as an M.B.A. from the University of Chicago. He also studied in France, including a year in Bordeaux on a Fulbright scholarship. He currently serves as a Director on the Board of Wine Institute and has served as Chairman of the Board of Wine Institute, and as a Director of the Napa Valley Vintners. He also serves on the Advisory Board of Klein Foods, Inc. and on the Board of the Sonoma State University Wine Business Management Program.
Lucy Guo has served as our independent director since 2010. Since August 2009, Ms. Guo has served as an equity research analyst at Ziff Brothers Investments, L.L.C. From April 2005 to August 2009, Ms. Guo served as a director in the Private Equity Group of Mergers & Acquisitions Transaction Services at KPMG LLP, where she advised private equity firms and strategic buyers on their domestic and cross-border deals in the United States, Europe and Asia-Pacific region. Prior to joining KPMG, she served as a senior associate at PricewaterhouseCoopers LLP, where she advised a diversified group of publicly held and private companies with a range of financial advisory services including audits, SEC filing requirements for initial public offerings, debt offerings, private placements and implementation of Sarbanes-Oxley Section 404 requirements. Ms. Guo received her Bachelor of Economics with a major in Investment Management from the Central University of Finance and Economics in China, as well as an M.B.A. from the University of Miami. Ms. Guo is a CFA Charter holder since 2003 and a CPA licensed in the states of Illinois and Pennsylvania. She is also a member of CFA Institute and a member of the American Institute of Certified Public Accountants.
Binbin Jiang has served as our independent director since 2010. Since July 1997, he has served as the general secretary of Shandong Alcohol Industry Association, a member of the Technology Committee of the China Alcoholic Drinks Industry Association, Alcohol Branch, the vice general secretary of Shandong White Spirits Industry Association, the vice general secretary of Shandong Beer Industry Association, and the vice president of Shandong Food Industry Limited. He obtained a bachelor’s degree in Fermentation from Food Engineering School of Shandong Institute of Light Industry.
PROPOSAL 6
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR
Background
We are asking holders of ordinary shares to ratify the Audit Committee’s appointment of BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO”) as the Company’s independent auditor for the fiscal year ending December 31, 2011. BDO is a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”), as required by the Sarbanes-Oxley Act of 2002 and the rules of the PCAOB. In the event the holders of ordinary shares fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its shareholders’ best interests.
Vote Required and Board Recommendation
If a quorum is present and upon demand of a poll, the affirmative vote of a simple majority of the votes of the holders of ordinary shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to ratify the appointment of BDO as the Company’s independent auditor for the fiscal year ending December 31, 2011.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 6 , THAT THE APPOINTMENT OF BDO AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011 BE RATIFIED, CONFIRMED, APPROVED AND ADOPTED.
We know of no other matters to be submitted to the Annual General Meeting. If any other matters properly come before the Annual General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.
|
By Order of the Board of Directors,
|
||
|
/s/ Hengxiu Song
Hengxiu Song Director and
Chief Operating Officer
|
||
|
November 28, 2011
|
Exhibit 99.3
FORM OF PROXY CARD FOR RECORD HOLDERS OF ORDINARY SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CHINA NEW BORUN CORPORATION
FOR THE 2011 ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 29, 2011
The undersigned holder of one or more ordinary shares of China New Borun Corporation, a Cayman Islands company (the "Company"), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders and Proxy Statement, each dated November 28, 2011 and hereby appoints the Chairman of the Meeting or failing him, Scott Zheng, Vice President, Investor Relations of the Company, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held at 10:00 a.m., local time, on December 29, 2011, at China New Borun Corporation, Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People's Republic of China, and at any adjournment thereof, and to vote all ordinary shares registered in such persons name in the register of members of the Company at the close of business on November 28, 2011, New York time, and which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the meeting, all as set forth in the notice of annual general meeting and in the proxy statement furnished herewith.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" the following proposals:
|
For
|
Against
|
Abstain
|
||||
|
Proposal 1: As an ordinary resolution, THAT Hengxiu Song be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
||||||
|
Proposal 2: As an ordinary resolution, THAT Jinmiao Wang be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
||||||
|
Proposal 3: As an ordinary resolution, THAT Raymond S. Chadwick be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
||||||
|
Proposal 4: As an ordinary resolution, THAT Lucy Guo be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or her earlier death, resignation or removal.
|
||||||
|
Proposal 5: As an ordinary resolution, THAT Binbin Jiang be re-elected as a director of the Company, to hold office until the close of the next annual general meeting of shareholders of the Company, or his earlier death, resignation or removal.
|
||||||
|
Proposal 6: As an ordinary resolution, THAT the appointment of the independent auditor BDO China Shu Lun Pan Certified Public Accountants LLP for the fiscal year ending December 31, 2011 be ratified, confirmed, approved and adopted.
|
||||||
|
Dated: 2011
|
This proxy should be marked, dated and signed by the shareholder(s) exactly as his or her name appears on their share certificate, and returned promptly. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.
|
Shareholder Name:
|
Co-Owner Name:
|
|
|
Signature
|
Co-Owner Signature
|
This Proxy Card must be signed by the person registered in the register of members at the close of business on November 28, 2011, New York time. In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney.
This proxy card must be delivered no later than the time for holding the annual general meeting to the attention of Jinmiao Wang, Chairman of the Board, China New Borun Corporation, Bohai Industrial Park (Yangkou Town), Shouguang, Shandong 262715, People's Republic of China.
