**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 20-F/A**

** **

**AMENDMENT NO. 1**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                              |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **x**      | **ANNUAL REPORT PURSUANT TO SECTION 13   OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended   December 31, 2010**                                                                                                                                       |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                      |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| ** ** | **For the transition period from                          to                       ** |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                    |
| **o**      | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934’**                                                                                                                                                                             |

 

Date of event requiring this shell company report                               

 

Commission File Number: 001-34754

 
| **China New Borun Corporation**                                                                                                                                                                                                         |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of   Registrant as specified in its charter)                                                                                                                                                                                |
|                                                                                                                                                                                                                                    |
| **Not applicable**                                                                                                                                                                                                                      |
| (Translation of Registrant’s name   into English)                                                                                                                                                                                  |
|                                                                                                                                                                                                                                    |
| **Cayman Islands**                                                                                                                                                                                                                      |
| (Jurisdiction of incorporation   or organization)                                                                                                                                                                                       |
|                                                                                                                                                                                                                                    |
| **Bohai Industrial Park, Yangkou Town, Shouguang,   Shandong,  People’s Republic of China   262715**                                                                                                                          |
| (Address of principal executive offices)                                                                                                                                                                                                |
|                                                                                                                                                                                                                                    |
| **Ms. Bing (Ann) Yu**

**Chief Financial Officer**

**Telephone: +86 536 545 1026**

**E-mail: ann.yu@chinanewborun.com**

**Bohai Industrial Park, Yangkou Town**

**Shouguang, Shandong**

**People’s Republic of China 262715** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                                                                               |

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

| Title of each class                                                 |   | Name of each exchange on which registered |
|---------------------------------------------------------------------|--------|-------------------------------------------|
| American Depositary Shares,                                         |   | New York Stock Exchange                   |
| each representing one ordinary shares, par value   $0.001 per share |   |                                      |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
|   | 25,725,000   Ordinary Shares, par value $0.001 per share, as of |
|--------|-----------------------------------------------------------------|
|   | December   31, 2010                                             |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of the Securities Exchange Act 1934.

Yes o No x

 

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 

 

| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer x |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S.GAAP x |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other o |
|------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question, indicated by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

 

 

 

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**EXPLANATORY NOTE**

** **

This Amendment No. 1 to the Annual Report on Form 20-F (this “Amended 20-F”) of China New Borun Corporation  amends our Annual Report on Form 20-F for the year ended December 31, 2010 that was filed with the Securities and Exchange Commission on March 16, 2011 (the “Original 20-F”). This Amended 20-F is filed solely to add Exhibit 4.7, Counter-Guarantee (Mortgage) Agreement (006-4), and Exhibit 4.7A, Counter-Guarantee (Mortgage) Agreement (006-5), that were inadvertently omitted from the Original 20-F.  Except as described above, no other amendments are being made to the Original 20-F.  This Amended 20-F does not reflect events occurring after the Original 20-F or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.  The complete text of Item 19. Exhibits, as amended, is repeated in this Amended 20-F.

 

This Amended 20-F consists solely of the preceding cover page, this explanatory note, amended Item 19. Exhibits, the signature page and Exhibits 4.7 and 4.7A.

 

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| **ITEM 19.** | **EXHIBITS.** |
|--------------|---------------|

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                   |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                  |       | Amended   and Restated Articles of Association of the Registrant(1)                                                                                                                               |
|                 |       |                                                                                                                                                                                              |
| 1.2                  |       | Certificate   of Incorporation of China New Borun Corporation(1)                                                                                                                                  |
|                 |       |                                                                                                                                                                                              |
| 2.1                  |       | Form of   American Depositary Receipt(1)                                                                                                                                                     |
|                 |       |                                                                                                                                                                                              |
| 2.2                  |       | Specimen   Certificate for Ordinary Shares(1)                                                                                                                                                     |
|                 |       |                                                                                                                                                                                              |
| 2.3                  |       | Deposit   Agreement among China New Borun Corporation, the Depositary and owners and   holders of American Depositary Shares issued thereunder, dated June 10,   2010(2)                     |
|                 |       |                                                                                                                                                                                              |
| 2.4                  |       | Shareholders   Agreement, dated March 31, 2010, by and among China New Borun   Corporation, King River Holding Limited, Star Elite, Earnstar and TDR   Advisors(1)                           |
|                 |       |                                                                                                                                                                                              |
| 2.5                  |       | Amendment   to Shareholders Agreement, dated June 8, 2010, by and among China New   Borun Corporation, King River Holding Limited, Earnstar Holding Limited and   TDR Advisors, Inc.(1) |
|                 |       |                                                                                                                                                                                              |
| 4.1                  |       | Share   Exchange Agreement, dated as of February 28, 2010, by and among China   New Borun Corporation, Golden Direction Limited, Star Elite, Earnstar and TDR   Advisors(1)                  |
|                 |       |                                                                                                                                                                                              |
| 4.2                  |       | Share   Exchange Agreement, dated March 15, 2010, by and among China New Borun   Corporation, Mrs. Shan Junqin, Golden Direction Limited and China High   Enterprises Limited(1)        |
|                 |       |                                                                                                                                                                                              |
| 4.3                  |       | Mortgage   Contract, dated on or about November 12, 2010, by and between Daqing Borun   and the Agricultural Development Bank of China(2)                                                         |
|                 |       |                                                                                                                                                                                              |
| 4.4                  |       | Form of   Independent Director Agreement(1)                                                                                                                                                  |
|                 |       |                                                                                                                                                                                              |
| 4.5                  |       | Form of   Indemnification Agreement(1)                                                                                                                                                       |
|                 |       |                                                                                                                                                                                              |
| 4.6                  |       | Mortgage   Contract, dated December 17, 2010 by and between Daqing Borun and China   Construction Bank Stock Limited(2)                                                                           |
|                 |       |                                                                                                                                                                                              |
| 4.7                  |       | Counter-Guarantee   (Mortgage) Agreement (006-4) (English translation attached)                                                                                                                   |
|                 |       |                                                                                                                                                                                              |
| 4.7A                 |       | Counter-Guarantee   (Mortgage) Agreement (006-5) (English translation attached)                                                                                                                   |
|                 |       |                                                                                                                                                                                              |
| 8.1                  |       | Subsidiaries   of Registrant(1)                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                              |
| 12.1                 |       | Certification   of Chief Executive Officer pursuant to Rule 13a-14(a) or   Rule 15d-14(a)(2)                                                                                       |
|                 |       |                                                                                                                                                                                              |
| 12.2                 |       | Certification   of Chief Financial Officer pursuant to Rule 13a-14(a) or   Rule 15d-14(a)(2)                                                                                       |

 

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| 13.1   |   | Certification   pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C   Section 1350(2)  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                  |
| 13.2   |   | Certification   pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.   Section 1350(2) |
|   |   |                                                                                                                  |
| 15.1   |   | Consent of   Frost & Sullivan(2)                                                                             |

 

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(1)                      Previously filed with the Registrant’s registration statement on Form F-1 and F-1/A (File No. 333- 166312).

(2)                      Previously filed with the Registrant’s Annual Report on Form 20-F on March 16, 2011.

 

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**SIGNATURE**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
|   | Date:   March 31, 2011     |
|--------|---------------------------------|
|   | ** **                      |
|   | ** **                      |
|   | **CHINA NEW BORUN CORPORATION** |
|   |                            |
|   | /s/   Jinmiao Wang              |
|   | **Name :**                 | Jinmiao   Wang |
|   | **Title :**                | Chairman   and Chief Executive Officer |

 

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