Effective August 3, 2012, the Company's Board of Directors, in accordance with its bylaws, appointed Hernan Grant Welch to the Board as a director to hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified or until his resignation or removal. Mr. Welch was appointed to the Company's audit committee, compensation committee and corporate governance committee. In accordance with our board's general policy Mr. Welch, who is a full time employee of the Company, is not paid for board service in addition to his regular employee compensation as previously disclosed in a Form 8-K filed by the Company on January 10, 2012.

On August 3, 2012, as part of a realignment plan to maximize their contributions to our company while reducing overall expenses, David Barnes, Sheldon Steiner and Philip Y. Shen, Ph.D. informed CD International Enterprises, Inc. (the "Company") of their intention to decline to stand for re-election to its Board of Directors in order to become non-director members of a newly formed advisory board to the Company.

On August 3, 2012, the Board of Directors of the Company approved an amendment and restatement of its Bylaws in order to decrease the size of its Board from 8 to 5.

(a) The Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on August 3, 2012 at the Company's offices located at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441.

(b) The following directors were elected at the Annual Meeting to hold office until the annual meeting of shareholders for fiscal year ending 2012 and until their successors are elected and qualified:

Yuejian (James) Wang, Ph.D. Yuwei Huang
Kong Tung
Adam Wasserman

Messrs. Barnes, Steiner and Dr. Shen declined to stand for re-election to the Company's Board of Directors. In addition, the shareholders approved an amendment to our 2008 Executive Stock Incentive Plan to increase the number of shares of our common stock which may be granted under the 2008 Executive Stock Incentive Plan from 1,000,000 to 2,500,000; approved an amendment to our 2008 Non-Executive Stock Incentive Plan to increase the number of shares of our common stock which may be granted under the 2008 Non-Executive Stock Incentive Plan from 3,000,000 to 4,500,000; and ratified the selection of Sherb & Co., LLP as the Company's independent auditor for fiscal 2012. A total of 29,855,775 shares of the Company's common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The voting results were as follows:

1. The vote on the election of directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified was as follows:

                                                      Votes Cast
                                          For          Withheld       Non Votes
        Yuejian (James) Wang, Ph.D.     11,079,225       417,591       18,358,959
        Yuwei Huang                     11,055,325       441,491       18,358,959
        Kong Tung                       11,053,372       443,444       18,358,959
        Adam Wasserman                  10,881,430       615,386       18,358,959

2. The vote on the approval of an amendment to our 2008 Executive Stock Incentive Plan to increase the number of shares of our common stock which may be granted under the 2008 Executive Stock Incentive Plan from 1,000,000 to 2,500,000 was as follows:

                                  Votes Cast
                     For            Against       Abstain       Non Votes
                   10,306,382       1,177,317       13,117       18,358,959

3. The vote on the approval of an amendment to our 2008 Non-Executive Stock Incentive Plan to increase the number of shares of our common stock which may be granted under the 2008 Non-Executive Stock Incentive Plan from 3,000,000 to 4,500,000 was as follows:

                                  Votes Cast
                     For            Against       Abstain       Non Votes
                   10,307,543       1,159,781       29,492       18,358,959

4. The vote on the ratification of the appointment of Sherb & Co., LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2012 was as follows:

                                        Votes Cast
                           For            Against        Abstain
                         27,663,469       1,912,991       279,315