Tianyin Pharmaceuticals Co (NYSE AMEX:TPI)

CHENGDU, China, June 3, 2011 /PRNewswire-Asia-FirstCall/ -- Tianyin Pharmaceutical Co., Inc., a pharmaceutical company that specializes in patented biopharmaceutical medicine, modernized traditional Chinese medicine, branded generics and other pharmaceuticals today announced that the Board of Directors has reinstated the stock repurchase program that authorized the repurchase of up to 3 million TPI's common stock on the open market at prevailing market price.

"The stock repurchase program illustrates our confidence in the long-term growth of the Company and our commitment to returning capital to our shareholders," said Dr. Jiang, Guoqing, Chairman and CEO of TPI.

TPI will update investors on the status of the repurchase program on a quarterly basis, in conjunction with the reporting of its quarterly and annual financial results.

This Trading Plan (the “Trading Plan”) is entered into on October 11, 2010 (“Seller’s Adoption Date”) between Time Poly Management Limited (“Seller”) and UBS Financial Services Inc. (“UBSFS“) for the purpose of selling shares of common stock (“Stock”) of Tianyin Pharmaceutical Co., Inc. (“Issuer”), TPI (Ticker), including; Stock that the Seller has the right to acquire under outstanding stock options (“the Options”); Stock that is acquired by Seller pursuant to the Issuer's employee stock purchase plan (the "ESPP Stock"); Stock that is acquired upon vesting of outstanding restricted stock units/awards from Issuer (“RSUs/RSAs”); and, Stock that is acquired upon vesting of outstanding performance share awards from Issuer (“PSAs”) listed on Exhibit A, in accordance with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Filer entered into a Rule 10b5-1 Trading Plan on October 11, 2010 (the “Trading Plan”, attached hereto as Exhibit 7.1), pursuant to which a total number of 1,000,000 shares of the Issuer’s Common Stock will be sold by the Filer during the period from October 11, 2010 to June 30, 2011 according to the specific trading instructions as set forth in the Trading Plan. As of the date of this Schedule, a total number of 94,899 shares of the Issuer’s Common Stock have been sold pursuant to the Trading Plan, thus reducing the Filer’s ownership of the Issuer’s Common Stock from 9,351,824 shares to 9,256,925 shares.

Who is Time Poly?

The securities disclosed herein were acquired through a share exchange transaction between the Issuer, Raygere Limited, a company organized under the laws of the British Virgin Islands (“Raygere”), and Time Poly Management Limited, Happyvale Limited and Fartop Management Limited, each a BVI company, and Cmark Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (collectively, the “Raygere Stockholders”), pursuant to which all the shares of Raygere were transferred to the Issuer and Raygere became the Issuer’s wholly-owned subsidiary (the “Share Exchange”).

On January 16, 2008, we entered into and consummated the transactions (the “Share Exchange”) contemplated under a Securities Exchange Agreement (the “Share Exchange Agreement”) by and among us, Raygere Limited (“Raygere”), a company organized under the laws of the British Virgin Islands (“BVI”) and Time Poly Management Limited (“Time Poly”), Happyvale Limited (“Happyvale”) and Fartop Management Limited (“Fartop”), each a BVI company, and Cmark Holding Co., Ltd.( “Cmark”), an exempted company organized under the laws of the Cayman Islands. At the time of the Share Exchange, Time Poly, Happyvale, Fartop and Cmark owed collectively 100% of the capital stock of Raygere. Under the terms of the Share Exchange Agreement, the Raygere stockholders transferred to the Company all the shares of Raygere and Raygere became a wholly-owned subsidiary of the Company. As part of the Share Exchange, the shareholders of Raygere were issued 12,790,800 shares of the Company’s common stock, which represented 87.68% of the 14,587,200 issued and outstanding shares of the Company’s Common Stock immediately following the Share Exchange.