The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report. See also Risk Factors contained in our Form 10-K for the year ended October 31, 2012.





Overview


We are a high-tech enterprise engaged in the research, development, manufacture, and distribution of botanical products, bio-pharmaceutical products, and traditional Chinese medicines, or TCM, in the People's Republic of China ("PRC" or "China"). We have three "Good Manufacturing Practice" or GMP certified production facilities - Ah City Natural and Biopharmaceutical plant, Dongfanghong pharmaceutical plant and Qingyang natural extraction plant - capable of producing 18 dosage forms and over 200 different products. Our products include but are not limited to (i) botanical anti-depression and nerve-regulation products, (ii) biopharmaceutical products, and (iii) botanical antibiotic and traditional over-the-counter ("OTC") Chinese medicines. Botanical anti-depression and nerve-regulation products account for approximately 70% of our revenues and we intend to strengthen our development in this area. We have entered into sales agency agreements with our sales agents. Through our sales agent, we have sold our products to over 3,000 distributors and over 70 sales centers across 24 provinces in the PRC.





Recent Developments


Siberian Ginseng Polysaccharide Extract Powder. On December 13, 2011, the Company issued a press release to announce that we have successfully developed a new Siberian Ginseng Polysaccharide Extract Powder and was awarded the Scientific and Technological Achievements Appraisal Certificate by the Science and Technology Bureau of Heilongjiang Province. The Siberian Ginseng (Acanthopanax) Polysaccharide Extract Powder is an all-natural substance extracted from the stem of Siberian Ginseng utilizing proprietary extraction technology developed by the China Botanic research team. The Company's Extract Powder technology was developed using its patented process of separating and extracting effective parts of the Siberian Ginseng (the PRC Patent Number: ZL200710301682X), which was granted by the State Intellectual Property Office of the People's Republic of China in December 2010. According to pharmacological research, Siberian Ginseng Extract Powder contains strong immunogenic and antitumor properties with minimal side effects. Our management estimates a significant market potential for Extract Powder based products, such as Siberian Ginseng Polysaccharide Extract Powder tablets and capsules.

Ah City Phase Two project. We have finished the architectural design of Ah City Phase Two project and are in the process of obtaining approval from relevant government authorities. We expect to finish all the procedures by April 2012 and will start the construction once we receive approval documents. As of January 31, 2013, we have incurred a total of $1,964,277 of construction-in-progress. The Ah City Phase Two project is expected to be completed in the year of 2013.

Tax Treatment of Subsidiary

As a recipient of the PRC's State High-Tech Enterprise certificate, Harbin Renhuang Pharmaceutical Co. LTD ("CBP China") is eligible for a number of national and local government support programs, including preferential tax treatment. In order to receive these benefits CBP China must, on an annual basis, pass a High-Tech Enterprise assessment. CBP China passed this assessment in February 2012 and, as a result, pays a reduced enterprise income tax rate of 15% in the year of 2012 compared with statutory enterprise income tax rate of 25%.





Critical Accounting Policies



The unaudited condensed consolidated financial statements include the financial statements of the Company and our subsidiaries. All transactions and balances among us and our subsidiaries have been eliminated upon consolidation.





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Accounting Judgments and Estimates

Certain amounts included in or affecting our unaudited condensed consolidated financial statements and related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the condensed consolidated financial statements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities and our disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements. We routinely evaluate these estimates, utilizing historical experience, consulting with experts and other methods we consider reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

We believe that certain accounting policies are of more significance in our unaudited condensed consolidated financial statement preparation process than others, which policies are discussed below. See also Note 2 to the unaudited condensed consolidated financial statements for a summary of our significant accounting policies.

Estimates of allowances for bad debts - We must periodically review our trade and other receivables to determine if all are collectible or whether an allowance is required for possible uncollectible balances.

Estimate of the useful lives of property and equipment - We must estimate the useful lives and proper salvage values of our property and equipment. We must also review property and equipment for possible impairment.

Estimate of the useful lives of intangible assets - We must estimate the useful lives of our intangible assets. We must also review intangible assets for possible impairment.

Inventory - We must determine whether we have any obsolete or impaired inventory.

Revenue recognition - Revenue from the sale of goods is recognized on the transfer of risks and rewards of ownership, which generally coincides with the time when the goods are shipped to customers and the title has passed.

Please refer to the notes to the unaudited condensed consolidated financial statements included elsewhere in this filing for a more complete listing of all of our significant accounting policies.

Factors Affecting our Results of Operations

Our operating results are primarily affected by the following factors:





    ?   Pharmaceutical Industry Growth. We believe the market for pharmaceutical
        products in the PRC is growing rapidly driven by the PRC's economic
        growth, increased pharmaceutical expenditure, an aging population,
        increased lifestyle-related diseases, government support of the
        pharmaceutical industry, as well as the increased availability of funding
        for medical insurance in the PRC. In particular, in January 2009, the
        PRC's State Council passed a far-reaching medical reform plan ("Health
        Reform") to help provide universal primary medical insurance coverage and
        increased access to medical facilities to a greater majority of its
        citizens. Both the central government of the PRC and provincial
        governments has published Lists of Essential Medicines to regulate the
        market. We expect these factors to continue to drive industry growth.




    ?   Pricing of Our Products. Seven of our products, which accounted for 28.4%
        of our total revenues before sales rebate in the three months ended
        January 31, 2013, are listed on the National or Provincial List of
        Essential Medicines published by the Chinese government, and therefore
        subject to government pricing limits. We do not believe pricing controls
        will influence our sales significantly and expect that the health care
        reform will help increase our sales.




    ?   Production Capacity. We believe much of the pharmaceutical market in the
        PRC is still underserved, particularly with respect to treatment of
        depression, melancholy and nerve regulation. The demand for our products
        that treat depression, melancholy and regulate nerves, continuously
        increased and we were able to increase our production of such products to
        capture much of this growth. We believe our current facilities with the
        ability to manufacture 18 dosage forms and over 200 products could not
        meet our future demand and we are building our Ah City Phase Two project,
        Depth Development and Industrialization of Siberian Ginseng, to produce
        more advanced Siberian Ginseng products and to allow us to capture future
        market growth and increase our revenue and market share accordingly.




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    ?   Perceptions of Product Quality. We believe that rising health concerns in
        the PRC have contributed to a greater demand for health-care products with
        perceived health benefits. We believe many consumers in the PRC tend to
        prefer natural health care products with, we believe, limited side
        effects. Accordingly, we believe our reputation for quality and leadership
        position in a number of our products allow our products to command a
        higher average selling price and generate higher gross margins than our
        competitors.




    ?   Raw Material Supply and Prices. The per unit costs of producing our
        products are subject to the supply and price volatility of raw materials,
        which are affected by various market factors such as market demands,
        fluctuations in production and competition.




    ?   Expenses Associated with Research and Development. In order to enhance our
        existing products and develop new products for the market, we have devoted
        significant resources to research and development.




    ?   Expenses Associated with Sales and Marketing. In order to promote our
        product brand and gain greater market awareness, we have devoted
        significant resources to sales and marketing, in particular advertising
        activities.




    ?   Demand for Our Products. We expect the market demand for our botanic
        anti-depression and nerve-regulation products will increase along with the
        growth of the general market for such products.

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