CHINA BIOLOGIC PRODUCTS, INC.

Transcription

1 CHINA BIOLOGIC PRODUCTS, INC. FORM 8-K (Current report filing) Filed 04/25/12 for the Period Ending 04/25/12 Telephone CIK Symbol CBPO SIC Code Biological Products, Except Diagnostic Substances Industry Biotechnology & Medical Research Sector Healthcare Fiscal Year 12/31 Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 20, 2012 CHINA BIOLOGIC PRODUCTS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission File No.) (IRS Employer ID No.) incorporation or organization) No. 14 East Hushan Road, Tai an City, Shandong, People s Republic of China (Address of Principal Executive Offices) 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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a -12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d -2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e -4(c))

3 ITEM DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. As previously disclosed, the board of directors of the Company (the Board ) increased the size of the Board from seven to nine directors. Effective on April 20, 2012, the Board appointed Mr. Zhijun Tong and Ms. Sandy (Han) Zhang as two additional independent directors of the Company. Mr. Zhijun Tong has served as the chairman of the board of directors of several companies, including Spain Qifa Corporation Ltd., since 1996; Hong Kong Tong s Group, since 2007; Sunstone (Qingdao) Plant Oil Co., Ltd., since 2008; Sunstone (Qingdao) Food Co., Ltd., since 2009; Shengda (Zhangjiakou) Pharmaceutical Co., Ltd., since 2011; and Shengda (Qianxi) Chinese Medicine Cultivation Co., Ltd., since He has also served as a director and a vice president of Spain International Haisitan Group since From 2007 to 2011, Mr. Tong served as the president and director of BMP Sunstone Corporation, a NASDAQ-listed pharmaceutical corporation. He is 52 years old. Ms. Sandy (Han) Zhang has served as a consultant at Resources Global Professionals Consulting, Shanghai, since Ms. Zhang has also worked as an associate at Deloitte & Touche Corporate Finance Pte Ltd., Singapore, from May 2005 to May 2006; as a senior auditor at Deloitte & Touche LLP, Singapore, from December 2002 to May 2005; and as a financial manager at Hypac, a division of Terex Corporation, from July 1998 to July She is 39 years old. The Company has entered into a Director Agreement and an Indemnification Agreement with each of Mr. Tong and Ms. Zhang. Under the terms of the Director Agreement, the Company agreed to pay each of Mr. Tong and Ms. Zhang a monthly fee of US$5,000 as compensation for their services as directors of the Company. Under the terms of the Indemnification Agreement, the Company agreed to indemnify Mr. Tong and Ms. Zhang against expenses, judgments, fines, penalties, or other amounts actually and reasonably incurred by them in connection with any proceeding, provided that they have acted in good faith and in the best interests of the Company. The Company also granted each of Mr. Tong and Ms. Zhang an option to purchase 20,000 shares of the Company s common shares under the Company s 2008 Equity Incentive Plan, which options will have an exercise price of $9.61 per share and will vest over a 12-month period, with one-half, or 10,000 shares, to vest on October 21, 2012 and the remaining 10,000 shares to vest on April 21, The description of the terms of the Director Agreement and Indemnification Agreement herein is qualified by reference to the provisions of the Director Agreement and Indemnification Agreement, the forms of which were filed as exhibits to the Company s Form 8-K filed on July 30, There is no family relationship between Mr. Tong or Ms. Zhang and any directors or executive officers of the Company. In addition, there has been no transaction, nor is there any currently proposed transaction, between Mr. Tong or Ms. Zhang and the Company that would require disclosure under Item 404(a) of Regulation S-K. On April 25, 2012, the Company issued a news release announcing the above-referenced director appointments. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description Number 99.1 News release dated April 25, 2012

4 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 25, 2012 CHINA BIOLOGIC PRODUCTS, INC. By: /s/ Chao Ming Zhao Chao Ming Zhao Chief Executive Officer

5 China Biologic s Board Has Appointed Two New Independent Directors to Boost Corporate Governance BEIJING, China, April 25, 2012 /PRNewswire/ China Biologic Products, Inc. (NASDAQ: CBPO, China Biologic or the Company ), one of the leading plasma-based biopharmaceutical companies in the People s Republic of China, today announced that effective April 20, 2012, the Company s Board of Directors (the Board ) has appointed Mr. Zhijun Tong and Ms. Sandy (Han) Zhang as two new independent directors of the Company. The Board recently adopted a series of measures to improve the Company s corporate governance, especially to enhance the independence and transparency of the Board. Mr. Chao Ming (Colin) Zhao, China Biologic s President & Chief Executive Officer, said, We welcome Mr. Tong and Ms. Zhang to our Board of Directors and believe that their valuable additions will contribute to the success of China Biologic. We expect that Ms. Zhang s acute financial knowledge and Mr. Tong s diversified broad experience in the pharmaceutical industries, plus his in-depth understanding of the U.S. and Chinese business environment, will give us valuable operational oversight and further enhance our corporate governance program. The two appointments prove that we are taking action based on our new corporate governance policy. Mr. Zhijun Tong has served as the chairman of the board of directors of several companies, including Spain Qifa Corporation Ltd., since 1996; Hong Kong Tong s Group, since 2007; Sunstone (Qingdao) Plant Oil Co., Ltd., since 2008; Sunstone (Qingdao) Food Co., Ltd., since 2009; Shengda (Zhangjiakou) Pharmaceutical Co., Ltd., since 2011; and Shengda (Qianxi) Chinese Medicine Cultivation Co., Ltd., since He has also served as a director and a vice president of Spain International Haisitan Group since From 2007 to 2011, Mr. Tong served as the president and director of BMP Sunstone Corporation, a NASDAQ-listed pharmaceutical corporation. He is 52 years old. Ms. Sandy (Han) Zhang has served as a consultant at Resources Global Professionals Consulting, Shanghai, since Ms. Zhang also has worked as an associate at Deloitte & Touche Corporate Finance Pte Ltd., Singapore, from May 2005 to May 2006; as a senior auditor at Deloitte & Touche LLP, Singapore, from December 2002 to May 2005; and as a financial manager at Hypac, a division of Terex Corporation, from July 1998 to July She is 39 years old. About China Biologic Products, Inc. China Biologic Products, Inc., through its indirect majority-owned subsidiaries, Shandong Taibang Biological Products Co., Ltd. and Guiyang Dalin Biologic Technologies Co., Ltd. and its equity investment in Xi an Huitian Blood Products Co., Ltd., is one of the leading plasma-based biopharmaceutical companies in China. China Biologic is a fully integrated biologic products company with plasma collection, production and manufacturing, research and development, and commercial operations. The Company s plasma-based biopharmaceutical products are irreplaceable during medical emergencies and are used for the prevention and treatment of various diseases. The Company sells its products to hospitals and other healthcare facilities in China. Please see the Company s website for additional information. 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 believes, expects, 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 its potential inability to achieve the expected operating and financial performance in 2012, potential inability to find alternative sources of plasma, potential inability to increase production at permitted sites, potential inability to mitigate the financial consequences of a temporarily reduced raw plasma supply through cost cutting or other efficiencies, 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 ( ). 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.