Item 3.01.
Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer Listing.
On January 27, 2010, China Biologic Products, Inc. (the
"Company") notified The Nasdaq Stock Market, Inc. ("Nasdaq") that Dr. Jie Gan,
an independent director and a member of the Company's Audit Committee,
Nominating Committee and Compensation Committee resigned from her positions on
the Board for personal reasons, and that as a result, the Company was no longer
in compliance with Nasdaq Listing Rule 5605(b)(1), which requires the Company's
Board of Directors to consist of at least a majority of independent directors
(as defined by Nasdaq Listing Rule 5605(a)(2)). In accordance with Nasdaq
Listing Rule 5605(b)(1)(A), the Company had a "cure period" of until the earlier
of its next annual meeting of stockholders or April 8, 2010 to regain compliance
with the rule; provided, however, that if the annual stockholders meeting occurs
no later than 180 days following the event that caused the failure to comply
with the requirement, the Company instead had 180 days from such event, or until
July 7, 2010, to regain compliance.
On January 29, 2010, the Company received notice from Nasdaq
advising that, as result of Dr. Gan's ceasing to be a director, the Company was
not in compliance with Nasdaq Listing Rule 5605(b)(1) and confirming that the
Company must regain compliance with this requirement by July 7, 2010.
On February 4, 2010, the Board of Directors of the Company,
appointed Dr. Xiangmin Cui to serve as a director on the Company's board of
directors, effective immediately, to fill the vacancy left by the departure of
Dr. Jie Gan. Dr. Cui was also appointed to serve on each of the Company's Audit
Committee, Nominating Committee and Compensation Committee. Dr. Cui meets the
definition of independence contained in Rule 5605(a)(2) of the Listing Rules of
The Nasdaq Stock Market, Inc.
Item 5.02.
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 4, 2010, the Board of Directors of the Company,
appointed Dr. Xiangmin Cui to serve as a director on the Company's board of
directors, effective immediately, to fill the vacancy left by the departure of
Dr. Jie Gan on January 8, 2010, for personal reasons. Dr. Cui was also appointed
to serve on each of the Company's Audit Committee, Nominating Committee and
Compensation Committee.
Dr. Cui, aged 41, is a Principal at Bay City Capital LLC ("Bay City"), a venture
capital firm managing approximately $1.5 billion of capital invested across
various healthcare sectors. Prior to joining Bay City in 2006, Dr. Cui was
Director of Strategic Investment Planning for Southern Research Institute, an
organization that discovered and developed six anti-cancer drugs that have been
approved by the U.S. Food and Drug Administration. Prior to that, Dr. Cui
co-founded Pan Pacific Pharmaceuticals, a U.S. biotech company, and Hucon
Biopharmaceuticals, a PRC pharmaceutical company. He served as the Chief
Scientific Officer and Executive Vice President of Pan Pacific Pharmaceuticals
from 1998 to 2002 and Chief Executive Officer and President of Hucon
Biopharmaceuticals 2003 to 2005, respectively. In these positions, he led the
efforts to evaluate and acquire several key technologies in the fields of
oncology, infectious and inflammatory diseases. Dr. Cui was also a co-founder of
CNetwork, a San Francisco based non-profit organization dedicated to serving
Chinese communities in North America. He received his Ph.D. in Cancer Biology
from Stanford University, and his B.S. in Molecular Biology from Peking
University.
Dr. Cui is not, and has not been, a participant in any transaction with the
Company that requires disclosure under Item 404(a) of Regulation S-K. There is
no family relationship between Dr. Cui and any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer. Dr. Cui meets the definition of independence contained in Rule
5605(a)(2) of the Listing Rules of The Nasdaq Stock Market, Inc.
On February 4,
2010, the Company entered into the
Company's form of Independent Director Agreement and Indemnification Agreement
with Dr. Cui. Under the terms of the Independent Director Agreement, the Company
agreed to pay Dr. Cui a fee of $1,500 per month as compensation for the services
to be provided by him as an Independent Director. Under the terms of the
Indemnification Agreement, the Company agreed to indemnify Dr. Cui against
expenses, judgments, fines, penalties or other amounts actually and reasonably
incurred by him in connection with any proceeding, provided that he has acted in
good faith and in the best interests of the Company. The Company also granted
Dr. Cui, options to purchase 20,000 shares of the Company's common stock under
the Company's 2008 Equity Incentive Plan (the "2008 Plan"), which options will
have an exercise price of $10.66, and will vest in two equal portions over 12
months, with an initial vesting date of August 4, 2010 and a final vesting date
of February 4, 2010. This brief description of the terms of the Independent
Director Agreement and Indemnification Agreement is qualified by reference to
the provisions of the agreements attached to this report as Exhibits 10.1
and 10.2. The Company's form of Stock Option Agreement under the 2008 Plan is
incorporated herein by reference to Exhibit 10.5 to the Company's current report
on Form 8-K filed on May 13, 2008.
The Company's press release issued on or prior to the date of this Current
Report on Form 8-K, disclosing the receipt of the Nasdaq notice and announcing
the appointment of Dr. Xiangmin Cui, is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.