China Bct Pharmacy Group (OTC BB:CNBI)

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Monday, December 19, 2011

Item5.02(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2011, the Board of the Directors (the “Board”) of China BCT Pharmacy Group, Inc. (the “Company”) made grants of stock options to the following executive officers of the Company in the amounts set forth below:

Name	Award Amount
Tang Huitian, Chief Executive Officer	762,500
Zhang Xiaoyan, Chief Financial Officer	762,500

These stock options have an exercise price of $2.00 per share; 50% of the options vest and become exercisable immediately and the remaining 50% vest and become exercisable on December 31, 2012. These options are not granted pursuant to the Company’s 2010 Omnibus Securities and Incentive Plan (the “Plan”), but are granted pursuant to the Board’s authority to grant options.

In addition, on December 16, 2011, the Board made grants of stock options to the following employees, executive officers and directors of the Company in the amounts set forth below:

Name	Award Amount
Tang Huitian, Chief Executive Officer	1,245,000
Zhang Xiaoyan, Chief Financial Officer	830,000
Simon Cho, director	10,000
James Chiu, director	10,000
Chin Kam Cheung, director	10,000
Kwok Wai Ng, senior staff	20,000
Li Yee Yik, senior staff	10,000

These stock options are granted pursuant to the Plan and have an exercise price of $2.00 per share. The first 25% of these options vest and become exercisable on June 30, 2013, the second 25% vest and become exercisable on December 31, 2013, the third 25% vest and become exercisable on June 30, 2014 and the remaining 25% vest and become exercisable on December 31, 2014.

The Board provided the right of the recipients to have a cashless exercise election for their stock options granted above and in the event of a Change in Control of the Company (as defined in the form of stock option agreement attached), then any portion of the above options that has not become vested and exercisable shall immediately vest and become exercisable.

On December 16, 2011, the Board also approved the Form of Stock Option Agreement – Not Granted Pursuant to the Plan and the Form of Stock Option Agreement– Pursuant to 2010 Omnibus Securities and Incentive Plan (the “Option Agreements”). The Company entered into the Option Agreements with the above recipients on December 16, 2011. The Agreements set forth the terms and conditions of awards of stock options to employees, directors or officers, including, but not limited to, number of underlying shares, exercise price, vesting, termination of employment, change in control, option term, method of exercise of stock option and transfer restrictions.

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Wednesday, July 6, 2011

LIUZHOU CITY, China, July 6, 2011 /PRNewswire-Asia/ -- China BCT Pharmacy Group, Inc., (OTC BB: CNBI), ("China BCT" or the "Company"), a leading pharmaceutical distributor, retail pharmacy, and manufacturer of pharmaceutical products in Guangxi Province, China, today announced that the Company's Board of Directors has approved a share repurchase plan that authorizes the Company to repurchase up to 2,000,000 shares of the Company's common stock from time to time during a one year period commencing on July 4, 2011. Purchases under the plan will be conducted in compliance with Rule 10b-18 promulgated under the Securities and Exchange Act of 1934, as amended. China BCT expects to fund any repurchases using cash on hand and cash generated from operations. As of July 5, 2011, China BCT had approximately 38.2 million shares of common stock outstanding.

"We believe that China BCT's shares are undervalued and do not reflect the Company's strong current fundamentals and solid long-term growth outlook," commented Hui Tian Tang, Chairman and CEO of China BCT Pharmacy. "This share repurchase plan demonstrates our confidence in China BCT's future as well as our commitment to delivering shareholder value."

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