UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported):
April 16, 2015
CHINA BIOLOGIC PRODUCTS, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
001-34566 |
75-2308816 |
(State or other jurisdiction of |
(Commission File No.) |
(IRS Employer ID No.) |
incorporation or organization) |
|
|
|
|
|
18th Floor, Jialong International Building |
19 Chaoyang Park Road |
Chaoyang District, Beijing 100125 |
People’s Republic of China |
(Address of Principal Executive Offices)
86-10-6698-3166
Registrant's telephone number, including
area code
____________________________________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c)) |
Item
1.01 Entry into a Material Definitive Agreement.
Guizhou Taibang Biological Products Co.,
Ltd. (“Guizhou Taibang”), a majority-owned subsidiary of China Biologic Products, Inc. (the “Company”)
entered into a cooperation agreement (the “Cooperation Agreement”) with Xinjiang Deyuan Bioengineering Co., Ltd. (“Xinjiang
Deyuan”) on September 30, 2014 and a supplemental agreement to the Cooperation Agreement (the “Supplemental Agreement,”
together with the Cooperation Agreement, the “Transaction Documents”) on April 16, 2015. Pursuant to the Transaction
Documents, Xinjiang Deyuan agreed to sell up to approximately 143 tonnes of source plasma and plasma pastes to Guizhou Taibang
(the “Transaction”) upon the approval of China Food and Drug Administration (the “CFDA Approval”).
Early this month, the parties obtained
the CFDA Approval. They are currently in the process of closing the Transaction in accordance with the terms of the Transaction
Documents.
The foregoing summary of the Transaction
Documents is qualified in its entirety by reference to the summary translations thereof, which are included as exhibits to this
current report and incorporated herein by reference. The Transaction Documents between Guizhou Taibang and Xinjiang Deyuan, two
companies established in China, were prepared and executed in Chinese.
Item
8.01 Other Events.
On April 16, 2015, the Company issued a
press release announcing the entry into the Transaction Documents. A copy of the press release is attached as Exhibit 99.1 to this
current report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number |
Description |
|
|
10.1 |
Summary translation of the Cooperation Agreement dated September 30, 2014 made by and between Guizhou Taibang and Xinjiang Deyuan |
10.2 |
Summary translation of the Supplemental Agreement dated April 16, 2015 made by and between Guizhou Taibang and Xinjiang Deyuan |
99.1 |
Press release issued by the Company dated April 16, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2015 |
CHINA BIOLOGIC PRODUCTS, INC. |
|
|
|
| |
|
|
By: | |
/s/ David (Xiaoying)
Gao |
|
| |
David (Xiaoying)
Gao |
|
| |
Chief Executive Officer |
Exhibit 10.1
Cooperation Agreement
on Transfer of Source
Plasma and Plasma Ingredients I+II+III Sediments
for Producing Blood
Products
(Summary translation)
This Agreement is entered
into in the city of Beijing on September 30, 2014 by and between:
Party A (Supplier): Xinjiang
Deyuan Bioengineering Co., Ltd.
Party B (Receiver): Guizhou
Taibang Biological Products Co., Ltd.
WHEREAS:
1. Both parties are
established in good standing under the laws of the People’s Republic of China (the “PRC”);
2. Party A has certain
source plasma inventory for producing blood products (the “Source Plasma”) and plasma ingredients I+II+III sediments
(the “Ingredients”, which can be used to produce human immunoglobulin (PH4) for intravenous injection). Party
A has not obtained the drug registration number for producing human immunoglobulin (PH4), and the newly-built blood products workshop
has not been certified by 2010 GMP. Party A intends to provide the Source Plasma and the Ingredients which meet the regulatory
requirements to Party B for producing blood products. Both parties shall work together to obtain all the regulatory approvals from
the relevant governmental agencies, including without limitation, China Food and Drug Administration (the “Administration”).
NOW, THEREFORE, in consideration
of the premises set forth above, according to the relevant laws and regulations such as the Contract Law of the PRC and after adequate
and friendly negotiations, the Parties hereto agree as follows:
Section 1 Subject
for Cooperation
The quality of Party
A’s Source Plasma and Ingredients shall be in compliance with the relevant requirements such as the Pharmacopoeia of the
PRC, the quality management regulations on plasma stations, the technical operational rules of plasma stations, the management
technical guidelines for the quarantine period of Source Plasma, and the relevant requirements for batch release management. The
actual amount of plasma transferred shall undergo final inspection by Party B and meet the production requirements.
Section 2 Cooperation
Plan
1. Both parties shall
make joint efforts to obtain all the relevant government approvals for transferring the Source Plasma and the Ingredients.
2. After having obtained
approvals from the Administration (the “Administration Approval”), Party A shall provide Party B with the Source
Plasma and the Ingredients as approved by the Administration.
3. If the quality
of the Source Plasma and the Ingredients meets the production requirements after inspection by Party B, both parties agree to settle
the payments at the following unit prices:
(1) Unit price of
the Source Plasma (tax included) is RMB1.15 million/tonne
(2) Unit price of
the Ingredients (tax included) is RMB500,000/tonne (plasma equivalent)
Section 3 Delivery
and Transportation
1. After having obtained
the Administration Approval, both parties shall negotiate the details of delivery within ten (10) business days, and determine
in writing, among other things, the content and timing of the initial inspection of goods, duration of transport, destination,
frequency of transport and conditions for transport.
2. Party B shall
conduct the initial inspection for the Source Plasma and the Ingredients on the premises of Party A. If the Source Plasma and the
Ingredients meet the requirements after such inspection, Party A shall be responsible for transporting such Source Plasma and Ingredients
to the address of Party B in a condition suitable for transportation of the Source Plasma and the Ingredients. All the risks and
fees for transportation before the delivery of the above-mentioned goods to the address of Party B shall be borne by Party A.
Section 4 Inspection
1. Both parties agree
to conduct the inspection according to the application documents submitted to the Administration for obtaining the Source Plasma
and the Ingredients hereunder.
2. After obtaining
the Administration Approval, Party B shall organize the quality auditing staff to conduct the audit at the enterprise and plasma
stations of Party A according to the auditing plan.
3. Both parties confirm
that the inspection and acceptance of the Source Plasma relies on the information, plasma samples and active cooperation provided
by Party A. If the inspection and acceptance by Party B is in error due to the fault of Party A, the inspection and acceptance
by Party B shall not relieve Party A from the liabilities for quality defects of the Source Plasma, which shall be reported to
the competent local provincial government department. Party A shall be liable for any third-party damages, compensation claims
or administrative penalty resulting from the quality defects of the Source Plasma. Under such circumstances, if Party B makes payment
in advance, Party A shall indemnify and hold Party B harmless against all such payments.
4. According to the
quality standard approved by the Administration, the inspection staff from both parties shall confirm the inspection method for
the Ingredients.
5. Party B shall
inspect the Source Plasma and the Ingredients delivered to the site of Party B according to the inspection rules. If both parties
are in disagreement with the results of such inspection, they may apply for a qualified third-party inspection.
6. Both parties confirm
that Party A shall be liable for all financial losses incurred by Party B due to prohibition by the relevant regulatory agencies
on production, batch-approval or sales as a result of the incompliance by Party A during its collection of the Source Plasma and
the Ingredients.
Section 5 Deposit
and Payment Method
1. Deposit
Within two (2) business
days after signing this Agreement, Party B shall pay RMB10 million as the deposit to the joint account established by Party A (the
“Joint Account”).
2. Payment Method
(1) After inspection
and acceptance by Party B of the Source Plasma and the Ingredients on the premises of Party A, Party B shall transfer to the Joint
Account the payment in an amount calculated based on RMB700,000/tonne for the Source Plasma and RMB500,000/tonne (plasma equivalent)
for the Ingredients minus the deposit of RMB10 million (the “Payment”).
(2) After delivery
by Party A to the address of Party B and acceptance after inspection by Party B of the Source Plasma and the Ingredients, Party
B shall wire the Payment from the Joint Account to another account of Party A.
(3) Party B shall
pay the shortfall of RMB450,000/tonne (calculated as the between the unit price of Source Plasma of RMB1.15 million/tonne and the
actually paid price of RMB700,000/tonne) based on the actually approved quantity to a bank account designated by Party A within
ten (10) business days after obtaining the batch-approval for a certain batch of finished products.
(4) Party B shall
put to production the Source Plasma that meets its production requirements on a priority basis and covenant to complete such productions
and obtain the batch-approval for the finished products by June 30, 2015. Unless the failure to obtain the batch-approval is due
to the fault of Party A, if Party B fails to complete the production and obtain the batch-approval for the finished products by
June 30, 2015, Party B shall pay to Party A by July 10, 2015 the remaining balance for the Source Plasma that meets production
requirements.
Section 6 Liabilities
1. If any party breaches
this Agreement, the non-breaching party shall have the right to request the breaching party to specifically perform its obligations
under this Agreement and the breaching party shall be liable for all the loss incurred.
2. Following the
Administration Approval, if Party A refuses or delays to perform this Agreement and fails to rectify within seven (7) days upon
written notice by Party B, Party A shall pay Party B an amount equal to the deposit multiplied by two and Party B shall be entitled
to terminate this Agreement by serving a written notice.
3. Party A may retain
the deposit paid by Party B if Party B refuses to accept the Source Plasma and the Ingredients transferred by Party A without any
justifiable causes and fails to rectify within seven (7) days upon written notice by Party A.
Section 7 Miscellaneous
1. In addition to
other requisite governmental approvals, this Agreement shall be effective only upon the satisfaction of the following conditions:
(1) The transfer
of the Source Plasmas and the Ingredients shall be approved by the Administration; and
(2) The Administration
Approval for the transfer of the Source Plasma between Party A and Party B shall be obtained before October 31, 2014.
2. If the Administration
Approval has not been obtained before October 31, 2014, except by mutual agreement to extend this Agreement, Party A shall repay
the deposit to the account of Party B before November 5, 2014, and this Agreement shall terminate accordingly. If Party A delays
such repayment, Party A shall pay a penalty in the amount of 0.3% of the overdue amount accrued on a daily basis.
3. All disputes in
relation to this Agreement shall be governed by PRC laws. Both parties shall settle disputes through friendly negotiations. If
any dispute cannot be settled within thirty (30) days through friendly negotiations, either party shall submit the lawsuit to the
People’s court in plaintiff’s jurisdiction.
Section 8 This
Agreement is made in four counterparts, and each party holds two. Each counterpart has the same legal effect.
Party A: Xinjiang Deyuan
Bioengineering Co., Ltd. (Seal)
Legal Representative
or Authorized Representative (Signature): /s/ Lv Xianzhong
Party B: Guizhou Taibang
Biological Products Co., Ltd. (Seal)
Legal Representative
or Authorized Representative (Signature): /s/ Yang Gang
September 30, 2014
Exhibit 10.2
Supplemental Agreement
to Cooperation Agreement
on Transfer of Source
Plasma and Plasma Ingredients I+II+III Sediments for Producing Blood Products
(Summary translation)
This Supplemental Agreement
is entered into on April 16, 2015 by and between:
Party A (Supplier): Xinjiang
Deyuan Bioengineering Co., Ltd;
Party B (Receiver): Guizhou
Taibang Biological Products Co., Ltd
Any term not otherwise
defined herein shall have the meaning ascribed to it under the Original Agreement (as defined below).
Both parties entered
into the Cooperation Agreement on Transfer of Source Plasma and Plasma Ingredients I+II+III Sediments for Producing Blood Products
(the “Original Agreement”) on September 30, 2014. The Original Agreement provides that “[i]f the Administration
Approval has not been obtained before October 31, 2014, except by mutual agreement to extend [the Original] Agreement, Party A
shall repay the deposit to the account of Party B before November 5, 2014, and [the Original] Agreement shall terminate accordingly.
If Party A delays such repayment, Party A shall pay a penalty in the amount of 0.3% of the overdue amount accrued on a daily basis.”
The parties had not obtained the Administration Approval by October 31, 2014 and expected it difficult to obtain such approval
in near term. Since the Administration has accepted the application for the transfer of the Source Plasma under the Original Agreement,
following negotiations between the parties to facilitate their cooperation under the Original Agreement, both parties agree to
amend the Original Agreement by entering into this Supplemental Agreement as follows:
1. Section 5.2(4) of
the Original Agreement shall be amended and replaced by the following in its entirety: “Party B shall put to production the
Source Plasma that meets its production requirements on a priority basis and covenant to complete such productions and obtain the
batch-approval for the finished products by November 30, 2015. Unless the failure to obtain the batch-approval is due to the fault
of Party A, if Party B fails to complete the production and obtain the batch-approval for the finished products by November 30,
2015, Party B shall pay to Party A by December 10, 2015 the remaining balance for the Source Plasma that meets production requirements.”
2. Section 7.1(2)
of the Original Agreement shall be amended and replaced by the following in its entirety: “The Administration Approval for
the transfer of the Source Plasma between Party A and Party B shall be obtained before April 5, 2015.”
3. Section 7.2 of
the Original Agreement shall be amended and replaced by the following in its entirety: “If the Administration Approval has
not been obtained before April 5, 2015, except by mutual agreement to extend this Agreement, Party A shall repay the deposit to
the account of Party B before April 10, 2015, and this Agreement shall terminate accordingly. If Party A delays such repayment,
Party A shall pay a penalty in the amount of 0.3% of the overdue amount accrued on a daily basis.”
4. This Supplemental
Agreement shall be effective upon the signature and seal by both parties.
5. The Original Agreement
shall remain effective to the extent not amended and superseded by this Supplemental Agreement.
6. This Supplemental
Agreement shall be made in four counterparts, and each party holds two. Each counterpart shall have the same legal effect.
Party A: Xinjiang Deyuan
Bioengineering Co., Ltd (Seal)
Legal Representative
or Authorized Representative (Signature): /s/ Lv Xianzhong
Party B: Guizhou Taibang
Biological Products Co., Ltd (Seal)
Legal Representative
or Authorized Representative (Signature): /s/ Yang Gang
April 16, 2015
Exhibit 99.1
![](image_001.jpg)
FOR RELEASE April 16, 2015
China Biologic Receives Approval to Purchase
Raw Materials
BEIJING,
China – April 16, 2015 – China Biologic Products, Inc. (NASDAQ: CBPO, "China Biologic" or the "Company"),
a leading fully integrated plasma-based biopharmaceutical company in China, today announced that its subsidiary, Guizhou Taibang
Biological Products Co., Ltd. ("Guizhou Taibang"), has received a one-time special approval from the China Food and Drug
Administration (the "CFDA") to purchase up to approximately 143 tonnes of source plasma and plasma pastes from Xinjiang
Deyuan Bioengineering Co., Ltd. ("Xinjiang Deyuan") for a total consideration of
up to approximately RMB139 million (approximately US$22.4 million) pursuant to certain agreements entered into between Guizhou
Taibang and Xinjiang Deyuan. Source plasma and plasma pastes are raw materials for producing human albumin and intravenous immunoglobulin
("IVIG") products.
These raw materials are expected to be
delivered during the second quarter of 2015, and the final purchase volume is contingent upon the Company's quality inspection
of these raw materials. The Company expects that the final products made from such purchased raw materials will be released to
market in 2015 and 2016.
Mr. David (Xiaoying) Gao, Chairman and
Chief Executive Officer of China Biologic, commented, "With the CFDA’s special approval, this plasma purchase presents
a unique growth opportunity for China Biologic in the near term. The additional supply of source plasma and plasma pastes, which
represents over 20% of our current annual collection volume, will enable us to significantly improve the production utilization
rate of our Guizhou production facility and better meet the growing demand for plasma products, including the highly sought-after
IVIG, in tier-one cities in China. We anticipate that this purchase will have a meaningful positive impact on our top and bottom
line growth over the next two years."
"While the cost for these materials
is moderately higher than the cost of materials from our collection stations, this transaction provides immediate access to a substantial
volume of raw materials and complements our plasma collection growth strategy. We will continue to focus on expanding our collection
capacity to ensure sustainable supply growth to meet the increasing market demand for plasma-based products in China," concluded
Mr. Gao.
About China Biologic Products, Inc.
China Biologic is a leading plasma-based
biopharmaceutical company in China. The Company's products are used as critical therapies during medical emergencies and for the
prevention and treatment of life-threatening diseases and immune-deficiency related diseases. China Biologic is headquartered in
Beijing and manufactures over 20 different dosages of plasma-based products through its indirect majority-owned subsidiaries, Shandong
Taibang Biological Products Co., Ltd. and Guizhou Taibang Biological Products Co., Ltd. The Company also has an equity investment
in Xi'an Huitian Blood Products Co., Ltd. The Company sells its products to hospitals and inoculation centers, as well as distributors,
in China. For additional information, please see the Company's website, www.chinabiologic.com.
Safe Harbor Statement
This news release may contain certain "forward-looking
statements" relating to the business of China Biologic Products, Inc. and its subsidiaries. All statements, other than statements
of historical fact included herein, are "forward-looking statements." These forward-looking statements are often identified
by the use of forward-looking terminology such as "will," "believes," "are expected to," "expects,"
"anticipate," or similar expressions, and involve known and unknown risks and uncertainties. Although the Company believes
that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks, and uncertainties,
and these expectations may prove to be incorrect.
Investors should not place undue reliance
on these forward-looking statements, which speak only as of the date of this news release. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the actual
volume of source plasma and plasma pastes purchased from Xinjiang Deyuan, the timely delivery of these raw materials and the quality
inspection results, potential inability to achieve the expected operating and financial performance, potential inability to find
alternative sources of plasma, potential inability to increase production at permitted sites, and potential additional regulatory
restrictions on its operations and those additional risks and uncertainties discussed in the Company's periodic reports that are
filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than
as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contact:
China Biologic Products, Inc.
Mr. Ming Yin
Senior Vice President
Phone: +86-10-6598-3099
Email: ir@chinabiologic.com
ICR Inc.
Mr. Bill Zima
Phone: +86-10-6583-7511 or +1-646-405-5191
E-mail: bill.zima@icrinc.com
China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Jun 2024 to Jul 2024
China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Jul 2023 to Jul 2024