UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2013

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number: 001-34566

 

CHINA BIOLOGIC PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

  Delaware   75-2308816  
  (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)  

 

18th Floor, Jialong International Building

19 Chaoyang Park Road

Chaoyang District, Beijing 100125

People’s Republic of China

(Address of principal executive offices, Zip Code)

 

(+86) 10-6598-3111

(Registrant’s telephone number, including area code)

 

_____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 ¨

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer  ¨ Accelerated filer   x
Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company   ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 6, 2013 is as follows:

 

  Class of Securities   Shares Outstanding  
  Common Stock, $0.0001 par value   26,952,945  

 

 
 

 

 

 

 

Quarterly Report on Form 10-Q
Three and Six Months Ended June 30, 2013

 

 

TABLE OF CONTENTS

 

 

 

PART I  
FINANCIAL INFORMATION  
   
Item 1.Financial Statements 1
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3.Quantitative and Qualitative Disclosures About Market Risk 25
Item 4.Controls and Procedures 26
   
PART II  
OTHER INFORMATION  
   
Item 1.Legal Proceedings 26
Item 1A.Risk Factors 27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 27
Item 3.Defaults Upon Senior Securities 27
Item 4.Mine Safety Disclosures 28
Item 5.Other Information 28
Item 6.Exhibits 28

  

 
 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Contents Page
Unaudited Condensed Consolidated Balance Sheets 1
Unaudited Condensed Consolidated Statements of Comprehensive Income 2
Unaudited Condensed Consolidated Statements of Cash Flows 3
Notes to the Unaudited Condensed Consolidated Financial Statements 5

 

 
 

 

CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

    Note   June 30, 2013     December 31, 2012  
        USD     USD  
ASSETS                    
Current Assets                    
Cash and cash equivalents         147,264,448       129,609,317  
Accounts receivable, net of allowance for doubtful accounts   2     17,821,673       11,206,244  
Inventories   3     80,907,813       75,679,173  
Prepayments and other current assets         5,503,155       5,664,919  
Total Current Assets         251,497,089       222,159,653  
                     
Property, plant and equipment, net   4     62,337,422       51,325,177  
Intangible assets, net   5     3,104,210       3,541,582  
Land use rights, net         6,373,176       5,818,709  
Deposits related to land use rights   6     16,669,167       14,752,574  
Restricted cash   7     2,786,502       2,912,145  
Equity method investment         10,937,307       10,537,310  
Total Assets         353,704,873       311,047,150  
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY                    
Current liabilities                    
Short-term bank loans   8     4,860,000       7,935,000  
Accounts payable         3,018,095       2,908,624  
Due to related parties   14     4,055,925       4,081,624  
Other payables and accrued expenses         25,895,823       25,423,349  
Advance from customers         2,381,166       2,857,420  
Income tax payable         3,333,141       4,513,075  
Total Current Liabilities         43,544,150       47,719,092  
                     
Deferred income   7     2,972,700       2,912,145  
Other liabilities         3,410,801       2,996,749  
Total Liabilities         49,927,651       53,627,986  
                     
Stockholders’ Equity                    
Common stock: par value $0.0001; 100,000,000 shares authorized; 26,952,945 and 26,629,615 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively         2,695       2,663  
Additional paid-in capital         67,303,915       62,251,731  
Retained earnings         150,220,786       119,143,000  
Accumulated other comprehensive income         18,826,850       14,072,322  
Total equity attributable to China Biologic Products, Inc.         236,354,246       195,469,716  
                     
Noncontrolling interest         67,422,976       61,949,448  
                     
Total Stockholders’ Equity         303,777,222       257,419,164  
                     
Commitments and contingencies   13     -       -  
                     
Total Liabilities and Stockholders’ Equity         353,704,873       311,047,150  

  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

 

1
 

 

CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

        For the three months ended     For the six months ended  
    Note   June 30, 2013     June 30, 2012     June 30, 2013     June 30, 2012  
        USD     USD     USD     USD  
Sales   12     53,580,523       50,466,339       107,612,255       97,693,800  
Cost of sales         16,122,262       16,130,889       32,739,020       31,846,616  
Gross profit         37,458,261       34,335,450       74,873,235       65,847,184  
                                     
Operating expenses                                    
Selling expenses         2,441,727       4,165,242       4,278,120       8,991,349  
General and administrative expenses         8,866,071       7,932,372       17,553,168       15,078,166  
Research and development expenses         835,150       929,489       1,748,242       1,640,077  
Income from operations         25,315,313       21,308,347       51,293,705       40,137,592  
                                     
Other income/ (expenses)                                    
Equity in income of an equity method investee         610,997       451,891       739,945       1,474,303  
Change in fair value of derivative liabilities         -       559,758       -       1,769,140  
Interest expense         (198,739 )     (157,635 )     (434,913 )     (766,198 )
Interest income         995,757       765,717       1,643,819       1,309,112  
Other expenses, net         -       (1,797 )     -       (102,786 )
Total other income, net         1,408,015       1,617,934       1,948,851       3,683,571  
                                     
Earnings before income tax expense         26,723,328       22,926,281       53,242,556       43,821,163  
                                     
Income tax expense   9     3,745,649       3,333,616       8,352,551       6,510,331  
                                     
Net income         22,977,679       19,592,665       44,890,005       37,310,832  
                                     
Less: Net income attributable to noncontrolling interest         6,815,753       6,753,894       13,812,219       11,514,755  
                                     
Net income attributable to China Biologic Products, Inc.         16,161,926       12,838,771       31,077,786       25,796,077  
                                     
Net income per share of common stock:   15                                
Basic         0.60       0.50       1.15       1.00  
Diluted         0.57       0.46       1.11       0.90  
Weighted average shares used in computation:   15                                
Basic         26,880,459       25,875,164       26,833,262       25,738,145  
Diluted         28,067,303       26,627,160       27,967,080       26,581,824  
                                     
Net income         22,977,679       19,592,665       44,890,005       37,310,832  
                                     
Other comprehensive income:                                    
Foreign currency translation adjustment, net of nil income taxes         4,428,715       136,178       5,825,256       1,313,135  
                                     
Comprehensive income         27,406,394       19,728,843       50,715,261       38,623,967  
                                     
Less: Comprehensive income attributable to noncontrolling interest         7,723,790       6,750,933       14,882,947       11,766,768  
                                     
Comprehensive income attributable to China Biologic Products, Inc.         19,682,604       12,977,910       35,832,314       26,857,199  

  

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

 

2
 

 

CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES

UNAUDITED CONDESENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the six months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income     44,890,005       37,310,832  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation     3,105,739       2,281,223  
Amortization     702,556       1,525,267  
(Gain)/ loss on sale of property, plant and equipment     (70,363 )     60,518  
Allowance for doubtful accounts, net     -       21,895  
Provision for doubtful accounts - other receivables and prepayments     6,202       35,637  
Write-down of obsolete inventories     -       49,703  
Deferred tax expense     720,679       26,341  
Share-based compensation     3,047,962       1,992,958  
Change in fair value of derivative liabilities     -       (1,769,140 )
Equity in income of an equity method investee     (739,945 )     (1,474,303 )
Change in operating assets and liabilities:                
Accounts receivable     (6,314,643 )     (4,692,006 )
Prepayment and other current assets     (101,135 )     (292,473 )
Inventories     (3,616,165 )     2,045,191  
Accounts payable     242,365       (1,546,373 )
Other payables and accrued expenses     (2,033,594 )     (2,977,473 )
Advance from customers     (529,984 )     401,393  
Due to related parties     (140,697 )     1,255,867  
Income tax payable     (1,260,254 )     (2,185,825 )
Net cash provided by operating activities     37,908,728       32,069,232  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Payment for property, plant and equipment     (11,912,603 )     (5,098,533 )
Payment for intangible assets and land use right     (1,137,556 )     (796,707 )
Dividend received     560,980       555,310  
Purchase of short-term investment     -       (1,348,610 )
Proceeds from sale of property, plant and equipment     83,731       -  
Net cash used in investing activities     (12,405,448 )     (6,688,540 )

 

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

 

3
 

 

CHINA BIOLOGIC PRODUCTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

 

      For the six months ended  
    June 30, 2013       June 30, 2012  
    USD       USD  
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from stock option exercised     2,668,916       -  
Proceeds from warrants exercised     -       4,500,000  
Proceeds from short term bank loans     4,808,400       -  
Repayment of short term bank loans     (8,014,000 )     (11,106,200 )
Acquisition of noncontrolling interest     (1,963,913 )     -  
Dividend paid by subsidiaries to noncontrolling interest shareholders     (8,110,168 )     (4,379,016 )
Net cash used in financing activities     (10,610,765 )     (10,985,216 )
                 
EFFECTS OF FOREIGN EXCHANGE RATE CHANGE ON CASH     2,762,616       679,914  
                 
NET INCREASE IN CASH     17,655,131       15,075,390  
                 
Cash and cash equivalents at beginning of period     129,609,317       89,411,835  
                 
Cash and cash equivalents at end of period     147,264,448       104,487,225  
                 
Supplemental cash flow information                
Cash paid for income taxes    

8,892,126

      8,669,815  
Cash paid for interest expense     198,900       204,982  
Noncash investing and financing activities:                
Acquisition of property, plant and equipment included in payables     1,554,828       347,439  
Exercise of warrants that were liability classified     -       3,641,279  

 

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

 

4
 

 

CHINA BIOLOGIC PRODUCTS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013 AND 2012

 

NOTE 1 – BASIS OF PRESENTATION, SIGNIFICANT CONCENTRATION AND RISKS

 

(a) Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2012 consolidated balance sheet was derived from the audited consolidated financial statements of China Biologic Products, Inc. (the “Company”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2012 audited consolidated financial statements of the Company included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2013, the results of operations for the three and six months ended June 30, 2013 and 2012, and cash flows for the six months ended June 30, 2013 and 2012, have been made. All significant intercompany transactions and balances are eliminated on consolidation.

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment and intangibles with definite lives, the allowance for doubtful accounts, the fair value determinations of equity instruments and stock compensation awards, the realizability of deferred tax assets and inventories, intangible asset, land use right and property, plant and equipment, and accruals for income tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

 

(b) Significant Concentration and Risks

 

The Company’s operations are carried out in the People’s Republic of China (the “PRC”) and are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other matters.

 

The Company maintains cash balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for its bank accounts located in the United States or may exceed Hong Kong Deposit Protection Board insured limits for its bank accounts located in Hong Kong. Cash balances maintained at financial institutions or state-owned banks in the PRC are not covered by insurance. Total cash at banks as of June 30 , 2013 and December 31, 2012 amounted to $146,777,083 and $129,289,461, respectively, of which $73,923 and $76,101 are insured, respectively. The Company has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts.

 

The Company’s two major products are human albumin and human immunoglobulin for intravenous injection (“IVIG”). Human albumin accounted for 42.5% and 38.7% of the total sales for the three months ended June 30 , 2013 and 2012, respectively, and 40.2% and 46.4% of the total sales for the six months ended June 30, 2013 and 2012, respectively. IVIG accounted for 39.4% and 42.1% of the total sales for the three months ended June 30 , 2013 and 2012, respectively, and 43.5% and 37.4% of the total sales for the six months ended June 30, 2013 and 2012, respectively. If the market demands for human albumin and IVIG cannot be sustained in the future or the price of human albumin and IVIG decreases, the Company’s operating results could be adversely affected.

 

Substantially all of the Company’s customers are located in the PRC. As of June 30 , 2013 and 2012, the Company had no significant concentration of credit risk. There were no customers that individually comprised 10% or more of the total sales during the three months and six months ended June 30, 2013 and 2012, respectively. No individual customer represented 10% or more of trade receivables at June 30, 2013 and December 31, 2012, respectively. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers.

 

There were no suppliers that comprised 10% or more of the total purchases for the three months and six months ended June 30, 2013 and 2012, respectively. No individual vendor represented more than 10% of accounts payables as at June 30, 2013. Two vendors individually represented more than 10% of accounts payables as at December 31, 2012.

 

5
 

 

NOTE 2 – ACCOUNTS RECEIVABLE

 

 

Accounts receivable at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30, 2013     December 31, 2012  
    USD     USD  
Accounts receivable     18,245,922       11,621,851  
Less: Allowance for doubtful accounts     (424,249 )     (415,607 )
Total     17,821,673       11,206,244  

 

A provision for doubtful accounts of nil and a reversal of the allowance for doubtful accounts of $12,953 was recorded during the three months ended June 30, 2013 and 2012, respectively. A provision for doubtful accounts of nil and $21,895 was recorded for the six months ended June 30, 2013 and 2012, respectively. There was no write-off of accounts receivable for the three and six months ended June 30, 2013 and 2012, respectively.

 

NOTE 3 – INVENTORIES

 

Inventories at June 30, 2013 and December 31, 2012 consisted of the following:

    June 30, 2013     December 31, 2012  
    USD     USD  
Raw materials     34,286,954       29,596,746  
Work-in-process     24,544,953       24,524,142  
Finished goods     22,075,906       21,558,285  
Total     80,907,813       75,679,173  

 

No inventory write-down was recorded during the three months ended June 30, 2013 and 2012, respectively. An inventory write-down of nil and $49,703 was recorded for the six months ended June 30, 2013 and 2012, respectively.

 

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment at June 30, 2013 and December 31, 2012 consisted of the following:

 

    June 30, 2013     December 31, 2012  
    USD     USD  
Buildings     31,296,990       25,183,496  
Machinery and equipment     27,169,226       29,625,166  
Furniture, fixtures, office equipment and vehicles     7,121,204       6,513,482  
Total property, plant and equipment, gross     65,587,420       61,322,144  
Accumulated depreciation     (23,479,901 )     (24,356,752 )
Total property, plant and equipment, net     42,107,519       36,965,392  
Construction in progress     14,813,753       3,501,404  
Prepayment for property, plant and equipment     5,416,150       10,858,381  
Property, plant and equipment, net     62,337,422       51,325,177  

 

Depreciation expense for the three months ended June 30, 2013 and 2012 was $1,571,232 and $1,184,498, respectively. Depreciation expense for the six months ended June 30, 2013 and 2012 was $3,105,739 and $2,281,223, respectively.

 

NOTE 5 – INTANGIBLE ASSETS, NET

 

Intangible assets at June 30, 2013 and December 31, 2012 consisted of the following:

 

    June 30, 2013
    Weighted                  
    average   Gross           Net  
    amortization   carrying     Accumulated     carrying  
    period   amount     amortization     amount  
        USD     USD     USD  
Amortizing intangible assets:                            
Permits and licenses   10 years     5,091,360       (2,477,006 )     2,614,354  
GMP certificate   5 years     2,578,198       (2,282,267 )     295,931  
Long-term customer relationship   4 years     7,675,560       (7,675,560 )     -  
Others         342,231       (148,306 )     193,925  
Total         15,687,349       (12,583,139 )     3,104,210  

 

6
 

 

    December 31, 2012
    Weighted                  
    average   Gross           Net  
    amortization   carrying     Accumulated     carrying  
    period   amount     amortization     amount  
        USD     USD     USD  
Amortizing intangible assets:                            
Permits and licenses   10 years     4,987,647       (2,119,622 )     2,868,025  
GMP certificate   5 years     2,525,679       (1,955,360 )     570,319  
Long-term customer relationship   4 years     7,519,206       (7,519,206 )     -  
Others         214,520       (111,282 )     103,238  
Total         15,247,052       (11,705,470 )     3,541,582  

 

Amortization expense for intangible assets was $391,452 and $733,794 for the three months ended June 30, 2013 and 2012, respectively. Amortization expense for intangible assets was $655,152 and $1,456,810 for the six months ended June 30, 2013 and 2012, respectively. Estimated amortization expenses for the next five fiscal years are $511,058 in 2014, $509,278 in 2015, $503,715 in 2016, $469,606 in 2017 and $426,774 in 2018.

 

NOTE 6 – DEPOSITS RELATED TO LAND USE RIGHT

 

As of June 30, 2013, the deposits mainly represented a $13,510,800 (equivalent RMB83,400,000) refundable payment made by Guizhou Taibang to the local government in connection with the public bidding for a land use right in Guizhou Province. The payment will be refunded within one year following the completion of the bidding process. If the Company is successful in the bid, the land use right will be used for the construction of a new manufacturing facility to comply with the new GMP standard effective by the end of 2013. However, due to potential delays in government approval procedures with respect to the land use right for such site, the Company may not be able to complete the construction of the new production facility as planned. In order to mitigate the operation disruption at Guizhou Taibang, the Company started to upgrade its existing production facility to meet the new GMP standard in June 2013. The production of the related facilities was suspended and the total production capacity of the Company is expected to decrease in part of 2013 and 2014.

 

NOTE 7 – RESTRICTED CASH

 

On November 1, 2012, Guizhou Taibang entered into an agreement with the Financial Bureau of Huaxi District, Guiyang City. Pursuant to the agreement, the Financial Bureau of Huaxi District provided $2,972,700 (equivalent RMB18,350,000) to Guizhou Taibang to subsidize the technical upgrade in respect of the new GMP standard (see Note 6). The agreement is valid for a three-year period. The usage of this fund must be under the supervision of the Financial Bureau of Huaxi District and cannot be used for other purposes. During the six months ended June 30, 2013, $186,198 was used in the technical upgrade in respect of the new GMP standard.

 

NOTE 8 – SHORT-TERM BANK LOANS

 

The Company’s bank loans as of June 30, 2013 and December 31, 2012 consisted of the following:

 

    Maturity   Annual              
Loans   date   interest rate     June 30, 2013     December 31, 2012  
              USD     USD  
Short-term bank loan, unsecured   August 1, 2013     6.00 %     -       3,174,000  
Short-term bank loan, unsecured   September 3, 2013     6.00 %     -       3,174,000  
Short-term bank loan, unsecured   September 3, 2013     6.00 %     -       1,587,000  
Short-term bank loan, unsecured   May 12, 2014     6.00 %     4,860,000       -  
Total                 4,860,000       7,935,000  

 

Interest expense on short-term bank loans was $79,410 and $45,765 for the three months ended June 30, 2013 and 2012, respectively. Interest expense on short-term bank loans was $198,900 and $204,982 for the six months ended June 30, 2013 and 2012, respectively.

 

The Company did not have any revolving line of credit as of June 30, 2013.

 

NOTE 9 – INCOME TAX

 

On October 31, 2011, Shandong Taibang received a notice from the Shandong provincial government that the High and New Technology Enterprise qualification has been renewed for an additional three years which entitled it to a 15% preferential income tax rate from 2011 to 2013.

 

7
 

 

According to Cai Shui [2011] No. 58 dated July 27, 2011, Guizhou Taibang, being a qualified enterprise located in the western region of PRC, enjoys a preferential income tax rate of 15% effective retroactively from January 1, 2011 to December 31, 2020.

 

The Company’s effective income tax rates were 14% and 15% for the three months ended June 30, 2013 and 2012, respectively. The Company’s effective income tax rates were 16% and 15% for the six months ended June 30, 2013 and 2012, respectively.

 

As of and for the six months ended June 30, 2013, the Company did not have any unrecognized tax benefits and thus no interest and penalties related to unrecognized tax benefits were recorded. In addition, the Company does not expect that the amount of unrecognized tax benefits to change significantly within the next 12 months.

 

NOTE 10 – OPTIONS AND NONVESTED SHARES

 

Options

 

A summary of stock options activity for six months ended June 30, 2013 is as follow:

 

    Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term in Years     Aggregate Intrinsic
Value 		 
          USD           USD  
Outstanding as of December 31, 2012     2,648,609       9.39       7.65       18,374,422  
Granted     33,000       10.48                  
Exercised     (323,330 )     8.25               4,267,299  
Forfeited and expired     (150,680 )     6.78                  
Outstanding as of June 30, 2013     2,207,599       9.75       7.45       29,679,283  
                                 
Vested and expected to vest     2,207,599       9.75       7.45       29,679,283  
Exercisable as of June 30, 2013     1,387,587       9.65       6.60       18,788,752  

 

The 33,000 stock options granted during the six months ended June 30, 2013 had a weighted average fair value of $8.37 per share or an aggregate of $276,250 on the date of grant, determined based on the Black-Scholes option pricing model using the following weighted average assumptions:

 

    For six months ended  
    June 30, 2013  
Expected volatility     104 %
Expected dividends yield     0 %
Expected term     5 years  
Risk-free interest rate (per annum)     0.72 %
Fair value of underlying ordinary shares (per share)   $ 10.57  

 

For the three months ended June 30, 2013 and 2012, the Company recorded stock compensation expense of $1,230,066 and $1,030,539, respectively, in general and administrative expenses. For the six months ended June 30, 2013 and 2012, the Company recorded stock compensation expense of $2,694,999 and $1,992,958, respectively, in general and administrative expenses.

 

As of June 30 , 2013, approximately $4,733,962 of stock compensation expense with respect to the non-vested stock options is to be recognized over approximately 2.71 years.

 

Nonvested shares

 

A summary of nonvested shares activity for the six months ended June 30, 2013 is as follows:

 

    Number of
nonvested shares 		    Grant date weighted
average fair value 		 
          USD  
Outstanding as of December 31, 2012     120,000       9.85  
Granted     22,500       18.58  
Vested     -       -  
Forfeited     -       -  
Outstanding as of June 30, 2013     142,500       11.23  

 

8
 

 

For the three months ended June 30, 2013 and 2012, the Company recorded stock compensation expense of $183,161 and nil respectively in general and administrative expenses. For the six months ended June 30, 2013 and 2012, the Company recorded stock compensation expense of $352,963 and nil respectively in general and administrative expenses.

 

As of June 30 , 2013, approximately $1,037,755 of stock compensation expense with respect to nonvested shares is to be recognized over approximately 2.52 years.

 

NOTE 11 – FAIR VALUE MEASUREMENTS

 

Management used the following methods and assumptions to estimate the fair value of financial instruments at the relevant balance sheet dates:

 

· Short-term financial instruments (including accounts receivable, other receivables, short-term bank loans, accounts payable, other payables and accrued expenses, and amount due to related parties) – The carrying amounts of the short-term financial instruments approximate their fair values because of the short maturity of these instruments.

 

NOTE 12 – SALES

 

The Company’s sales are primarily derived from the manufacture and sale of Human Albumin and Immunoglobulin products. The Company’s sales by significant types of product for the three months ended June 30, 2013 and 2012 are as follows:

 

    For the three months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
Human Albumin     22,764,711       19,539,419  
Immunoglobulin products:                
Human Immunoglobulin for Intravenous Injection     21,097,154       21,239,174  
Other Immunoglobulin products     5,494,261       6,987,822  
Placenta Polypeptide     3,037,991       2,509,202  
Others     1,186,406       190,722  
Total     53,580,523       50,466,339  

 

The Company’s sales by significant types of product for the six months ended June 30, 2013 and 2012 are as follows:

 

    For the six months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
Human Albumin     43,266,022       45,329,702  
Immunoglobulin products:                
Human Immunoglobulin for Intravenous Injection     46,759,025       36,500,900  
Other Immunoglobulin products     10,593,986       10,773,101  
Placenta Polypeptide     5,222,154       4,620,011  
Others     1,771,068       470,086  
Total     107,612,255       97,693,800  

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

Capital commitments

 

As of June 30, 2013, commitments outstanding for the purchase of property, plant and equipment approximated $5,200,000.

 

Legal proceedings

 

Dispute among Guizhou Taibang Shareholders over Raising Additional Capital

 

In May 2007, a 91% majority of Guizhou Taibang’s shareholders approved a plan to raise additional capital from private strategic investors through the issuance of an additional 20,000,000 shares of Guizhou Taibang at RMB2.80 per share. The plan required all existing Guizhou Taibang shareholders to waive their rights of first refusal to subscribe for the additional shares. The remaining 9% minority shareholder of Guizhou Taibang’s shares, Guizhou Jie’an Company (“Jie’an”), did not support the plan and did not waive its right of first refusal. In May 2007, the majority shareholders caused Guizhou Taibang to sign an Equity Purchase Agreement with certain investors, pursuant to which the investors agreed to invest an aggregate of $7,475,832 (or RMB50,960,000) in exchange for 18,200,000 shares, or 21.4%, of Guizhou Taibang’s equity interests. At the same time, Jie’an also subscribed for 1,800,000 shares, representing its pro rata share of the 20,000,000 shares being offered. The proceeds from all parties were received by Guizhou Taibang in accordance with the agreement.

 

9
 

 

In June 2007, Jie’an brought suit in the High Court of Guizhou province, China, against Guizhou Taibang and the three other original shareholders of Guizhou Taibang, alleging the illegality of the Equity Purchase Agreement. In its complaint, Jie’an claimed that it had a right to acquire the 18,200,000 shares offered to the strategic investors under the Equity Purchase Agreement. In September 2008, the Guizhou High Court ruled against Jie’an and sustained the Equity Purchase Agreement. In November 2008, Jie’an appealed the Guizhou High Court judgment to the People’s Supreme Court in Beijing. In May 2009, the People’s Supreme Court sustained the original ruling and denied the rights of first refusal of Jie’an over the 18,200,000 shares.

 

During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital injection with the local Administration for Industry and Commerce, or AIC, pursuant to the Equity Purchase Agreement, and such request was approved by the majority shareholders of Guizhou Taibang in a shareholders meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request, pending the outcome of the ongoing litigation. In March 2012, the Company received a subpoena that Jie’an brought suit in the People’s Court of Huaxi District, Guizhou Province, against Guizhou Taibang, alleging Guizhou Taibang’s withholding of its request. Jie’an requested that Guizhou Taibang register its 1.8 million shares of capital injection, pay dividends associated with these shares, as well as the related interest and penalty from May 2007 to December 2011 amounting to $3,967,500 (or RMB25,000,000) in aggregate, and return the over-paid subscription of $228,528 (or RMB1,440,000), as well as the interest and penalty, amounting to $1,587,000 (or RMB10,000,000) in aggregate. The People’s Court of Huaxi District, Guizhou Province, has accepted Jie’an’s suit. In May 2012, Guizhou Taibang was informed by the court that the case was postponed upon the request from Jie’an and no exact hearing date has been provided as of the date of this report. If the Company decides to ratify the approval or the case is ruled in Jie’an’s favor, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an may be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an’s capital contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated below, the Company does not expect Jie’an to prevail. As of June 30 , 2013, the Company had recorded, in its balance sheet, payables to Jie’an in the amounts of RMB5,040,000 (approximately $816,480) for the additional funds received in relation to the 1.8 million shares of capital infusion, RMB1,440,000 (approximately $233,280) for the over-paid subscription and RMB2,736,575 (approximately $443,325) for the accrued interest.

 

As a result of this dispute, the strategic investors’ equity ownership in Guizhou Taibang and the related increase in registered capital of Guizhou Taibang have not been registered with the local AIC. In January 2010, the strategic investors brought suit in the High Court of Guizhou Province against Guizhou Taibang alleging Guizhou Taibang’s failure to register their equity interest in Guizhou Taibang with the local AIC and requesting the distribution of their share of Guizhou Taibang’s dividends declared since 2007. Dalin was also joined as a co-defendant as it is the majority shareholder and exercises control over Guizhou Taibang’s day-to-day operations.

 

In October, 2010, the High Court of Guizhou ruled in favor of the Company and denied the strategic investors’ right as shareholders of Guizhou Taibang, as well as their entitlement to the dividends. In light of the Guizhou ruling, the Company returned the proceeds of $1,699,040 (or RMB11,200,000) to one of the strategic investors in November 2010. In October 2010, the other strategic investors appealed to the PRC Supreme Court in Beijing on the ruling of the High Court of Guizhou. The PRC Supreme Court overruled the decision of the High Court of Guizhou and remanded the case to the High Court of Guizhou for retrial. In January 2012, the strategic investors re-filed their case to the High Court of Guizhou requesting, in addition to the share distribution, the distribution of dividends and interest in the amount of RMB18,349,345 (approximately $2,972,594) and RMB2,847,000 (approximately $461,214), respectively. In December 2012, the High Court of Guizhou affirmed the judgment against the strategic investors. In January 2013, the strategic investors appealed to the PRC Supreme Court in Beijing on the ruling again. The PRC Supreme Court accepted the case for retrial. The Company does not expect the strategic investors to prevail because, upon evaluation of the Equity Purchase Agreement, the Company believe that the Equity Purchase Agreement is void due to certain invalid pre-conditions and the absence of shareholder authorization of the initial investment.

 

In April 2013, the Company countersued the strategic investors in the Intermediate Court of Guiyang City alleging their breach of the Security Law in the PRC and requested a consideration of $6,064,800 (or RMB38,000,000) for the related expenses and losses, and Guizhou Intermediate Court accepted the case. The Company is awaiting the hearing of the above cases as of the date of this report. As of June 30, 2013, Guizhou Taibang has set aside the strategic investors’ initial fund along with RMB15,942,138 (approximately $2,582,626) in accrued interest, and RMB509,600 (approximately $82,555) for the 1% penalty imposed by the agreement for any breach in the event that Guizhou Taibang is required to return their original investment amount to the strategic investors. If strategic investors prevail in their suit, Dalin’s interests in Guizhou Taibang may be reduced to approximately 41.3%.

 

NOTE 14 – RELATED PARTY TRANSACTIONS

 

The material related party transactions undertaken by the Company with related parties for the three months ended June 30, 2013 and 2012 are presented as follows:

 

10
 

 

    For the three months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
Commission expenses with related parties (1)     909,057       852,948  

 

The material related party transactions undertaken by the Company with related parties for the six months ended June 30, 2013 and 2012 are presented as follows:

 

    For the six months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
Commission expenses with related parties (1)     1,552,312       1,581,483  

 

The related party balances as at June 30, 2013 and December 31, 2012 are presented as follows:

 

Liabilities   Purpose   June 30 , 2013     December 31, 2012  
        USD     USD  
Other payable – a related party (1)   Commission     204,120       339,272  
Other payable – a related party (2)   Loan     2,358,720       2,311,044  
Other payable – a related party (3)   Contribution     1,493,085       1,431,308  
Total other payable – related parties         4,055,925       4,081,624  

 

(1) During the year ended December 31, 2011, Guizhou Taibang signed an agency contract with Guizhou Eakan Co., Ltd. (“Guizhou Eakan”), an affiliate of one of the Guizhou Taibang’s noncontrolling interest shareholders, pursuant to which Guizhou Taibang would pay commission to Guizhou Eakan for the promotion of the product of Placenta Polypeptide. As of June 30, 2013, Guizhou Taibang accrued commission payable of $204,120 for service rendered by Guizhou Eakan. For the three months ended June 30, 2013, commission expense for service rendered by Guizhou Eakan was $909,057. For the six months ended June 30, 2013, commission expense for service rendered by Guizhou Eakan was $1,552,312.

 

(2) Guizhou Taibang has payables to Guizhou Eakan Investing Corp., amounting to approximately $2,358,720 and $2,311,044 as of June 30, 2013 and December 31, 2012, respectively. Guizhou Eakan Investing Corp. is one of the noncontrolling interest shareholders of Guizhou Taibang. The Company borrowed this interest free advance for working capital purpose for Guizhou Taibang. The balance is due on demand.

 

(3) Guizhou Taibang has payables to Jie’an, a noncontrolling interest shareholder of Guizhou Taibang, amounting to approximately $1,493,085 and $1,431,308 as of June 30, 2013 and December 31, 2012, respectively. In 2007, Guizhou Taibang received additional contributions from Jie’an of $962,853 (or RMB6,480,000) to maintain Jie’an’s equity interest in Guizhou Taibang at 9%. However, due to a legal dispute among shareholders over raising additional capital as discussed in the legal proceeding section (see Note 13), the contribution is subject to be returned to Jie’an. During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital contribution with the local AIC, pursuant to the Equity Purchase Agreement, and such registration was approved by the majority shareholders of Guizhou Taibang in a shareholders’ meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request until the completion of the ongoing litigations. If the Company decided to ratify the approval, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an will be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated above, the Company has set aside Jie’an’s additional fund of RMB5,040,000 (approximately $816,480), the over-paid subscription of RMB1,440,000 (approximately $233,280) along with RMB2,736,575 (approximately $443,325) in accrued interest and penalty as of June 30, 2013.

 

11
 

 

NOTE 15 - NET INCOME PER SHARE

 

The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

 

    For the three months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
             
Net income attributable to China Biologic Products, Inc.     16,161,926       12,838,771  
Earnings allocated to participating nonvested shares     (85,227 )     -  
Net income allocated to common stockholders used in computing basic net income per common stock     16,076,699       12,838,771  
Change in fair value of warrants     -       (559,758 )
Net income used in diluted net income per common stock     16,076,699       12,279,013  
                 
Weighted average shares used in computing basic net income per common stock     26,880,459       25,875,164  
Diluted effect of warrants     -       311,200  
Diluted effect of stock option     1,186,844       440,796  
Weighted average shares used in computing diluted net income per common stock     28,067,303       26,627,160  
                 
Net income per common stock – basic     0.60       0.50  
Net income per common stock – diluted     0.57       0.46  

 

During the three months ended June 30, 2013, no option was antidilutive and excluded from the calculation of diluted net income per common stock.

 

During the three months ended June 30, 2012, 1,544,000 options with an average exercise price of $11.98 were excluded from the calculation of diluted net income per common stock since they were antidilutive.

 

The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

 

    For the six months ended  
    June 30, 2013     June 30, 2012  
    USD     USD  
             
Net income attributable to China Biologic Products, Inc.     31,077,786       25,796,077  
Earnings allocated to participating nonvested shares     (157,615 )     -  
Net income allocated to common stockholders used in computing basic net income per common stock     30,920,171       25,796,077  
Change in fair value of warrants     -       (1,769,140 )
Net income used in diluted net income per common stock     30,920,171       24,026,937  
                 
Weighted average shares used in computing basic net income per common stock     26,833,262       25,738,145  
Diluted effect of warrants     -       390,507  
Diluted effect of stock option     1,133,818       453,172  
Weighted average shares used in computing diluted net income per common stock     27,967,080       26,581,824  
                 
Net income per common stock – basic     1.15       1.00  
Net income per common stock – diluted     1.11       0.90  

 

During the six months ended June 30, 2013, no option was antidilutive and excluded from the calculation of diluted net income per common stock.

 

During the six months ended June 30, 2012, 1,544,000 options with an average exercise price of $11.98 were excluded from the calculation of diluted net income per common stock since they were antidilutive.

 

NOTE 16 – SUBSEQUENT EVENT

 

On August 2, 2013, the Company entered into a redemption agreement with one of its individual shareholders, pursuant to which the Company would repurchase 1,479,704 shares of common stock for a consideration of US$29,594,080.

 

12
 

   

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Special Note Regarding Forward Looking Statements

 

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; expectations regarding governmental approvals of our new products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

 

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

 

· “China Biologic”, the “Company”, “we”, “us”, or “our”, are to the combined business of China Biologic Products, Inc., a Delaware corporation, and its direct and indirect subsidiaries;
· “Taibang Biological” are to our wholly owned subsidiary Taibang Biological Limited, a BVI company, formerly Logic Express Limited;
· “Taibang Holdings” are to our wholly-owned subsidiary Taibang Holdings (Hong Kong) Limited, a Hong Kong company, formerly Logic Holdings (Hong Kong) Limited;
· “Taibang Biotech” are to our wholly owned subsidiary Taibang Biotech (Shandong) Co., Ltd., a PRC company, formerly Logic Management and Consulting (China) Co., Ltd.;
· “Taibang Beijing” are to our wholly owned subsidiary Taibang (Beijing) Pharmaceutical Research Institute Co., Ltd., a PRC company, formerly Logic Taibang Biotech Institute (Beijing);
· “Dalin” are to our wholly owned subsidiary Guiyang Dalin Biologic Technologies Co., Ltd., a PRC company;
· “Shandong Taibang” are to our majority owned subsidiary Shandong Taibang Biological Products Co. Ltd., a sino-foreign joint venture incorporated in China;
· “Taibang Medical” are to our wholly owned subsidiary Shandong Taibang Medical Company, a PRC company;
· “Guizhou Taibang” are to our majority owned subsidiary Guizhou Taibang Biological Products Co., Ltd., a PRC company, formerly Guiyang Qianfeng Biological Products Co., Ltd.;
· “Huitian” are to our minority owned investee Xi’an Huitian Blood Products Co., Ltd., a PRC company;
· “Board” are to our board of directors;
· “BVI” are to the British Virgin Islands;
· “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;
· “PRC” and “China” are to the People’s Republic of China;
· “SEC” are to the Securities and Exchange Commission;
· “Securities Act” are to the Securities Act of 1933, as amended;
· “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
· “Renminbi” and “RMB” are to the legal currency of China;
· “U.S. dollars”, “dollars” , “ USD ” and “$” are to the legal currency of the United States; and
· “New GMP Standard” are to the Drug Good Manufacturing Practice Regulations enacted by China’s Ministry of Health on February 12, 2001 and the Good Manufacturing Practice Implementation Guidelines published by China’s State Food and Drug Administration on February 24, 2011.

 

13
 

 

Overview of Our Business

 

We are a biopharmaceutical company principally engaged in the research, development, manufacturing and sales of human plasma-based pharmaceutical products in China. We have two majority owned subsidiaries, Shandong Taibang, a company based in Tai’an, Shandong Province and Guizhou Taibang, a company based in Guiyang, Guizhou Province. We also hold a minority equity interest in Huitian, a company based in Xi’an, Shaanxi Province. The human plasma-based biopharmaceutical manufacturing industry in China is highly regulated by both provincial and central governments. Accordingly, the manufacturing process of our products is strictly monitored from the initial collection of plasma from human donors to finished products.

 

Our principal products are human albumin and immunoglobulin products. Albumin has been used for almost 50 years to treat critically ill patients by replacing lost fluid and maintaining adequate blood volume and pressure. Immunoglobulin is used for certain disease prevention and treatment by enhancing specific immunity. These products use human plasma as the principal raw material. Human albumin and human immunoglobulin for intravenous injection, or IVIG products, are our top-selling products. Sales of human albumin products represented approximately 42.5% and 38.7% of our total sales for each of the three months ended June 30, 2013 and 2012, respectively, and 40.2% and 46.4% of our total sales for the six months ended June 30, 2013 and 2012, respectively. Sales of IVIG products represented approximately 39.4% and 42.1% of our total sales for each of the three months ended June 30, 2013 and 2012, respectively, and 43.5% and 37.4% of our total sales for the six months ended June 30, 2013 and 2012, respectively. All of our products are prescription medicines administered in the form of injections.

 

We sell our products primarily to hospitals and inoculation centers in the PRC directly or through approved distributors. We usually sign short-term contracts with customers and therefore our largest customers have changed over the years. For the three months ended June 30, 2013 and 2012, our top 5 customers accounted for approximately 13.9% and 13.4%, respectively, of our total sales. For the six months ended June 30, 2013 and 2012, our top 5 customers accounted for approximately 10.5% and 13.8%, respectively, of our total sales. As we continue to expand our geographic presence and diversify our customer base and product mix, we expect that our largest customers will continue to change from year to year.

 

We operate and manage our business as a single segment. We do not account for the results of our operations on a geographic or other basis.

 

Our principal executive offices are located at 18 th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, the People’s Republic of China. Our corporate telephone number is + (86) 10-6598-3111 and our fax number is + (86) 10-6598-3222. We maintain a website at http://www.chinabiologic.com that contains information about our company, but that information is not part of this report.

 

Recent Development

 

Shandong Taibang

On June 28, 2013, Shandong Taibang obtained the renewed GMP certification from the China Food and Drug Administration in respect of its plasma production facility.

 

As the current manufacturing facility of Shandong Taibang is located in the scenic area of Mount Tai, it has no room for future production expansion. Shandong Taibang therefore plans to build a new production facility at a new site in the Taian city, Shandong province, before the current GMP expires in mid 2018. In order to ensure that the new facility will meet the new GMP standards and have sufficient time for a smooth operational transition, Shandong Taibang has initiated the process of applying for land use right for a parcel of land in Taian city with local government.

 

Guizhou Taibang

In June 2013, Guizhou Taibang suspended its plasma production and started the upgrade of plasma production facility. Guizhou Taibang is expected to complete the upgrade in six to nine months.

 

Equity Compensation

On August 2, 2013, the independent directors of the Company, acting upon the recommendation of the Compensation Committee, approved and authorized the issuance of an aggregate of 230,000 shares of restricted stock under the 2008 Plan to employees of the Company, including:

· 80,000 shares of the Company’s restricted stock to Mr. David (Xiaoying) Gao, Chief Executive Officer and Chairman of the Board;
· 30,000 shares of the Company’s restricted stock to Mr. Ming Yang, our CFO;
· 20,000 shares of the Company’s restricted stock to Mr. Ming Yin, our senior corporate vice president;

 

14
 

 

· 5,000 shares of the Company’s restricted stock to Ms. Zhijing Liu, our corporate vice president;
· 20,000 shares of the Company’s restricted stock to Mr. Gang Yang, our corporate vice president and the general manager of Guizhou Taibang, and
· an aggregate of 75,000 shares of the Company’s restricted stock to other employees.

 

The restricted stock granted to each of the employees will vest annually over a 4-year period in four equal portions, with the first portion vesting on the one year anniversary of the grant date.

 

On August 2, 2013, the Board, acting upon the recommendation of the Compensation Committee, approved and authorized the issuance of an aggregate of 47,000 shares of the Company’s restricted stock to non-executive directors, of which 5,000 shares of the Company’s restricted stock to Mr. Bing Li, 6,000 shares of the Company’s restricted stock to Mr. Wenfang Liu, 9,000 shares of the Company’s restricted stock to Mr. Yungang Lu, 10,000 shares of the Company’s restricted stock to Mr. Sean Shao, 6,000 shares of the Company’s restricted stock to Mr. Zhijun Tong, 6,000 shares of the Company’s restricted stock to Mr. Albert (Wai Keung) Yeung and 5,000 shares of the Company’s restricted stock to Mr. Charles Zhang. The restricted stock granted to each of the non-executive directors will vest annually over a 2-year period in two equal portions, with the first portion vesting on the one year anniversary of the grant date.

 

The Company is expected to enter into a restricted stock grant agreement with each of the aforementioned grantees in mid August, 2013. A copy of the form of such agreement is filed as Exhibit 3.3 to this quarterly report on Form 10Q and incorporated herein by reference.

 

Second Quarter Financial Performance Highlights

 

The following are some financial highlights for the three months ended June 30, 2013:

 

· Sales : Sales increased by $3,114,184, or 6.2%, to $53,580,523 for the three months ended June 30, 2013, from $50,466,339 for the same period in 2012.

 

· Gross profit : Gross profit increased by $3,122,811, or 9.1%, to $37,458,261 for the three months ended June 30, 2013, from $34,335,450 for the same period in 2012.

 

· Income from operations : Income from operations increased by $4,006,966, or 18.8%, to $25,315,313 for the three months ended June 30, 2013, from $21,308,347 for the same period in 2012.

 

· Net income attributable to the Company : Net income increased by $3,323,155, or 25.9%, to $16,161,926 for the three months ended June 30, 2013, from $12,838,771 for the same period in 2012.
     
· Diluted net income per share : Diluted net income per share was $0.57 for the three months ended June 30, 2013, as compared to $0.46 for the same period in 2012.

 

15
 

 

Results of Operations

 

Comparison of Three Months Ended June 30, 2013 and June 30, 2012

 

The following table sets forth key components of our results of operations for the periods indicated.

 

(All amounts, other than percentages, in U.S. dollars)

 

    For the three Months Ended June 30  
    2013     2012  
    $     % of
Total
Sales 		    $     % of
Total
Sales 		 
SALES     53,580,523       100.0       50,466,339       100.0  
COST OF SALES     16,122,262       30.1       16,130,889       32.0  
GROSS MARGIN     37,458,261       69.9       34,335,450       68.0  
OPERATING EXPENSES :                                
Selling expenses     2,441,727       4.6       4,165,242       8.3  
General and administrative expenses     8,866,071       16.5       7,932,372       15.7  
Research and development expenses     835,150       1.6       929,489       1.8  
Total operating expenses     12,142,948       22.7       13,027,103       25.8  
INCOME FROM OPERATIONS     25,315,313       47.2       21,308,347       42.2  
OTHER INCOME (EXPENSES) :                                
Equity in income of equity method investee     610,997       1.1       451,891       0.9  
Change in fair value of derivative liabilities     -       -       559,758       1.1  
Interest expense     (198,739 )     (0.4 )     (157,635 )     (0.3 )
Interest income     995,757       1.9       765,717       1.5  
Other expenses, net     -       -       (1,797 )     (0.0 )
Total other income, net     1,408,015       2.6       1,617,934       3.2  
EARNINGS BEFORE INCOME TAX EXPENSE     26,723,328       49.9       22,926,281       45.4  
INCOME TAX EXPENSES     3,745,649       7.0       3,333,616       6.6  
NET INCOME     22,977,679       42.9       19,592,665       38.8  
Less: Net income attributable to non-controlling interest     6,815,753       12.7       6,753,894       13.4  
NET INCOME ATTRIBUTABLE TO COMPANY     16,161,926       30.2       12,838,771       25.4  
NET INCOME PER SHARE OF COMMON STOCK                                
BASIC     0.60               0.50          
DILUTED     0.57               0.46          

 

Sales

 

Our sales increased by 6.2%, or $3,114,184, to $53,580,523 for the three months ended June 30, 2013, compared to $50,466,339 for the three months ended June 30, 2012. The increase in sales during 2013 was primarily attributable to a mix of price and volume increases in certain of our plasma based products. In addition, foreign currency translation accounted for 1.8% of the sales increase.

 

The following table summarizes the breakdown of sales by significant types of product :

    For the three Months Ended June 30,     Change  
    2013     2012              
    $     %     $     %     Amount     %  
Human Albumin     22,764,711       42.5       19,539,419       38.7       3,225,292       16.5  
Immunoglobulin products:                                                
IVIG     21,097,154       39.4       21,239,174       42.1       (142,020 )     (0.7 )
Other Immunoglobulin products     5,494,261       10.3       6,987,822       13.8       (1,493,561 )     (21.4 )
Placenta Polypeptide     3,037,991       5.7       2,509,202       5.0       528,789       21.1  
Others     1,186,406       2.1       190,722       0.4       995,684       522.1  
Totals     53,580,523       100.0       50,466,339       100.0       3,114,184       6.2  

 

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During the three months ended June 30, 2013 as compared to the three months ended June 30, 2012, the prices of all of our approved plasma products either recorded an price increase or remained relative stable. For the three months ended June 30, 2013 as compared to the three months ended June 30, 2012:

 

· the average price for our approved human albumin products, which accounted for 42.5% of our total sales for the three months ended June 30, 2013, increased by approximately 12.1% and, excluding the impact of foreign currency, their average price in RMB term increased by approximately 10.3%; and

 

· the average price for our approved IVIG products, which accounted for 39.4% of our total sales for the three months ended June 30, 2013, increased by approximately 0.9%, and excluding the impact of foreign currency, their average price in RMB term decreased by approximately 0.9%.

 

The price increase of human albumin products was mainly due to the increase of retail price ceiling announced by Chinese National Development and Reform Commission (“NDRC”) in January 2013, which came into effect on February 1, 2013. This increased retail price ceiling provides us with more flexibility in pricing our human albumin products and allows us to increase our ex-factory prices in certain regional markets. NDRC also adjusted retail price ceilings for IVIG in September 2012, which came into effect on October 8, 2012. The new retail price ceilings for IVIG products are lower than the current prevailing market prices in some of our regional markets. As a result, some of local governments revised tender price ceilings for IVIG products. We have appealed to local governments for favorable pricing policy in selective regional markets and have successfully gained support from certain provincial governments in lifting the tender price ceilings for IVIG products. Therefore, the average price of our IVIG products remained stable in the second quarter of 2013 as compared to the same period of 2012 in spite of the retail price ceiling adjustment.

 

The sales volumes of our products in general depend on market demands and our production volumes. The production volumes of our IVIG and human albumin products depend primarily on general plasma supply. The production volumes of our hyper-immune products, which include human rabies immunoglobulin, human hepatitis B immunoglobulin and human tetanus immunoglobulin products, are subject to the availabilities of specific vaccinated plasma and our production capacity. The supply of specific vaccinated plasma in general requires several months of lead time. Our production facility currently can only accommodate the production of one type of hyper-immune products at any given time and we rotate the production of different types of hyper-immune products from time to time in response to market demand. As such, the sales volume of any given type of hyper-immune products may vary significantly from quarter to quarter. Given the planned production suspension of Guizhou Taibang starting from June 2013, we decreased the sales volume of some of our products in the three months ended June 30, 2013 in order to smooth out the impact of the reduced production volume and maintain our sales channels and customer relationship during the period of Guizhou Taibang production suspension.

 

Sales volume for our human albumin products increased slightly by 3.9% in the second quarter of 2013 as compared to the same period of 2012. The increase in sales volumes of human albumin products was primarily due to the strong market demand for human albumin products. Sales volume for our IVIG products decreased by 1.6% in the second quarter of 2013 as compared to the same period of 2012.

 

Cost of sales & gross profit

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Cost of sales   $ 16,122,262     $ 16,130,889     $ (8,627 )     (0.1 )%
as a percentage of total sales     30.1 %     32.0 %             (1.9 )%
Gross Profit   $ 37,458,261     $ 34,335,450     $ 3,122,811       9.1 %
Gross Margin     69.9 %     68.0 %             1.9 %

 

Our cost of sales was $16,122,262, or 30.1% of our sales, for the three months ended June 30, 2013, as compared to $16,130,889, or 32.0% of our sales for the same period in 2012. Our gross profit was $37,458,261 and $34,335,450 for the three months ended June 30, 2013 and 2012, respectively, representing gross margins of 69.9% and 68.0%, respectively. In general, our cost of sales and gross margin are impacted by the volume and pricing of our finished products, our raw material costs, production mix and respective yields, inventory provisions, production cycles and routine maintenance costs.

 

The decrease in cost of sales in the three months ended June 30, 2013 as compared to the same period in 2012 was in line with the decrease in sales volumes, mainly immunoglobulin products. We decreased the sales volume during the three months ended June 30, 2013 in response to the production suspension starting from June 2013. The improvement of gross margin in the three months ended June 30, 2013 as compared to the same period in 2012, was mainly due to the improved gross margin of human albumin products as a result of price increases and the improved utilization efficiency of plasma following the newly-launched Factor VIII products.

 

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Operating expenses

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Operating expenses   $ 12,142,948     $ 13,027,103     $ (884,155 )     (6.8 )%
as a percentage of total sales     22.7 %     25.8 %             (3.1 )%

 

Our total operating expenses decreased by $884,155, or 6.8%, to $12,142,948, for the three months ended June 30, 2013, from $13,027,103 for the same period in 2012. As a percentage of sales, total expenses decreased by 3.1% to 22.7% for the three months ended June 30, 2013, from 25.8% for the same period in 2012. The decrease of the total operating expenses was mainly due to the decrease of the selling expenses as discussed below.

 

Selling expenses

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Selling expenses   $ 2,441,727     $ 4,165,242     $ (1,723,515 )     (41.4 )%
as a percentage of total sales     4.6 %     8.3 %             (3.7 )%

 

For the three months ended June 30, 2013, our selling expenses decreased by $1,723,515, or 41.4%, to $2,441,727, from $4,165,242 for the three months ended June 30, 2012. As a percentage of sales, our selling expenses for the three months ended June 30, 2013 decreased by 3.7% to 4.6%, from 8.3% for the three months ended June 30, 2012. The decrease was mainly due to the fact that we lowered the commission rate for certain products during the second half of 2012. Further, we have taken steps to impose stricter control on the selling expenses since the second half of 2012. However, we carried out the promotional and conference activities for our new product Factor VIII starting from the second quarter of 2013. As a result, we expect our selling expenses as a percentage of sales will increase in the following quarters.

 

General and administrative expenses

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
General and administrative expenses   $ 8,866,071     $ 7,932,372     $ 933,699       11.8 %
as a percentage of total sales     16.5 %     15.7 %             0.8 %

 

For the three months ended June 30, 2013, our general and administrative expenses increased by $933,699, or 11.8%, to $8,866,071, from $7,932,372 for the three months ended June 30, 2012. General and administrative expenses as a percentage of sales increased by 0.8% to 16.5% for the three months ended June 30, 2013, from 15.7% for the three months ended June 30, 2012. The increase in general and administrative expenses was mainly due to an increase in expenses related to payroll and employee benefits as a result of general salary increases, an increase of share-based compensation and an increase in legal expenses relating to the corporate defense against the proposed share acquisition by Shanghai RAAS Blood Products Co., Ltd. (“Shanghai RAAS”), a public company listed on the Shenzhen Stock Exchange and a direct competitor of the Company in China.

 

Research and development expenses

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Research and development expenses   $ 835,150     $ 929,489     $ (94,339 )     (10.1 )%
as a percentage of total sales     1.6 %     1.8 %             (0.2 )%

 

For the three months ended June 30, 2013 and 2012, our research and development expenses were $835,150 and $929,489, respectively, representing an decrease of $94,339, or 10.1%. As a percentage of sales, our research and development expenses for the three months ended June 30, 2013 and 2012 were 1.6% and 1.8%, respectively. The research and development expenses remained consistent for the three months ended June 30, 2013, as compared to the same period in 2012.

 

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Change in fair value of derivative liabilities

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Change in fair value of derivative liabilities   $ -     $ 559,758     $ (559,758 )     (100.0 )%
as a percentage of total sales     -       1.1 %             (1.1 )%

 

Our warrants issued in June 2009 are classified as derivative liabilities carried at fair value. For the three months ended June 30, 2013 and 2012, we recognized a gain from the change in fair value of derivative liabilities in the amounts of nil and $559,758, respectively. The recognized gain from the change in the fair value of derivative liabilities in the three months ended June 30, 2012 was mainly due to a decrease in the price of our common stock from $9.28 per share as of March 31, 2012 to $8.55 and $9.22, respectively, as of the two warrants exercise dates. All warrants have been exercised by the end of June 2012.

 

Income tax

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Income tax   $ 3,745,649     $ 3,333,616     $ 412,033       12.4 %
as a percentage of total sales     7.0 %     6.6 %             0.4 %

 

Our provision for income taxes increased by $412,033, or 12.4%, to $3,745,649 for the three months ended June 30, 2013, from $3,333,616 for the same period in 2012. Our effective income tax rates were 14.0% and 14.5% for the three months ended June 30, 2013 and 2012, respectively. The effective income tax rate remained consistent for the three months ended June 30, 2013, as compared to the same period in 2012. Tax rate applicable to our major operating subsidiaries in the PRC for 2012 and 2013 is 15%.

 

Net income attributable to the Company

    For the three Months Ended June 30,     Change  
    2013     2012     Amount     %  
Net income attributable to the Company   $ 16,161,926     $ 12,838,771     $ 3,323,155       25.9 %
as a percentage of total sales     30.2 %     25.4 %             4.8 %

 

Our net income attributable to the Company increased by $3,323,155, or 25.9%, to $16,161,926 for the three months ended June 30, 2013, from $12,838,771 for the same period in 2012. Net income attributable to the Company as a percentage of total sales was 30.2% and 25.4% for the three months ended June 30, 2013 and 2012, respectively, as a result of the cumulative effect of the foregoing factors.

 

Comparison of Six Months Ended June 30, 2013 and June 30, 2012

 

The following table sets forth key components of our results of operations for the periods indicated.

 

(All amounts, other than percentages, in U.S. dollars)

 

    For the six Months Ended June 30  
    2013     2012  
    $     % of
Total
Sales 		    $     % of
Total
Sales 		 
SALES     107,612,255       100.0       97,693,800       100.0  
COST OF SALES     32,739,020       30.4       31,846,616       32.6  
GROSS MARGIN     74,873,235       69.6       65,847,184       67.4  
OPERATING EXPENSES :                                
Selling expenses     4,278,120       4.0       8,991,349       9.2  
General and administrative expenses     17,553,168       16.3       15,078,166       15.4  
Research and development expenses     1,748,242       1.6       1,640,077       1.7  
Total operating expenses     23,579,530       21.9       25,709,592       26.3  
INCOME FROM OPERATIONS     51,293,705       47.7       40,137,592       41.1  
OTHER INCOME (EXPENSES) :                                
Equity in income of equity method investee     739,945       0.7       1,474,303       1.5  
Change in fair value of derivative liabilities     -       -       1,769,140       1.8  
Interest expense     (434,913 )     (0.4 )     (766,198 )     (0.8 )
Interest income     1,643,819       1.5       1,309,112       1.3  
Other expenses, net     -       -       (102,786 )     (0.1 )
Total other income, net     1,948,851       1.8       3,683,571       3.8  
EARNINGS BEFORE INCOME TAX EXPENSE     53,242,556       49.5       43,821,163       44.9  
INCOME TAX EXPENSES     8,352,551       7.8       6,510,331       6.7  
NET INCOME     44,890,005       41.7       37,310,832       38.2  
Less: Net income attributable to non-controlling interest     13,812,219       12.8       11,514,755       11.8  
NET INCOME ATTRIBUTABLE TO COMPANY     31,077,786       28.9       25,796,077       26.4  
NET INCOME PER SHARE OF COMMON STOCK                                
BASIC     1.15               1.00          
DILUTED     1.11               0.90          

 

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Sales

 

Our sales increased by 10.2%, or $9,918,455, to $107,612,255 for the six months ended June 30, 2013, compared to $97,693,800 for the six months ended June 30, 2012. The increase in sales for the six months ended June 30, 2013 was primarily attributable to a mix of price and volume increases in certain of our plasma based products. In addition, foreign currency translation accounted for 1.1% of the sales increase.

 

The following table summarizes the breakdown of sales by significant types of product:

 

    For the six Months Ended June 30,     Change  
    2013     2012              
    $     %     $     %     Amount     %  
Human Albumin     43,266,022       40.2       45,329,702       46.4       (2,063,680 )     (4.6 )
Immunoglobulin products:                                                
IVIG     46,759,025       43.5       36,500,900       37.4       10,258,125       28.1  
Other Immunoglobulin products     10,593,986       9.8       10,773,101       11.0       (179,115 )     (1.7 )
Placenta Polypeptide     5,222,154       4.9       4,620,011       4.7       602,143       13.0  
Others     1,771,068       1.6       470,086       0.5       1,300,982       276.8  
Totals     107,612,255       100.0       97,693,800       100.0       9,918,455       10.2  

 

During the six months ended June 30, 2013 as compared to the six months ended June 30, 2012, all of our approved plasma products recorded price increases. For the six months ended June 30, 2013 as compared to the six months ended June 30, 2012:

 

· the average price for our approved human albumin products, which accounted for 40.2% of our total sales for the six months ended June 30, 2013, increased by approximately 10.1% and, excluding the impact of foreign currency, their average price in RMB term increased by approximately 9.0%; and

 

· the average price for our approved IVIG products, which accounted for 43.5% of our total sales for the six months ended June 30, 2013, increased by approximately 1.5%, and excluding the impact of foreign currency, their average price in RMB term increased by approximately 0.4%.

 

The price increase of human albumin products was mainly due to the increase of retail price ceiling announced by NDRC in January 2013, which came into effect on February 1, 2013. This increased retail price ceiling provide us with more flexibility in pricing our human albumin products and allows us to increase our ex-factory prices in certain regional markets. NDRC also adjusted retail price ceilings for IVIG in September 2012, which came into effect on October 8, 2012. The new retail price ceilings for IVIG products are lower than the current prevailing market prices in some of our regional markets. As a result, some of local governments revised tender price ceilings for IVIG products. We have appealed to local governments for favorable pricing policy in selective regional markets and have successfully gained support from certain provincial governments in lifting the tender price ceilings for IVIG products. Therefore, the average price of our IVIG products remained relative stable in the first half of 2013 as compared to the same period of 2012 in spite of the retail price ceiling adjustment.

 

20
 

 

The sales volumes of our products in general depend on market demands and our production volumes. The production volumes of our IVIG and human albumin products depend primarily on general plasma supply. The production volumes of our hyper-immune products, which include human rabies immunoglobulin, human hepatitis B immunoglobulin and human tetanus immunoglobulin products, are subject to the availabilities of specific vaccinated plasma and our production capacity. The supply of specific vaccinated plasma in general requires several months of lead time. Our production facility currently can only accommodate the production of one type of hyper-immune products at any given time and we rotate the production of different types of hyper-immune products from time to time in response to market demand. As such, the sales volume of any given type of hyper-immune products may vary significantly from quarter to quarter. Given the planned production suspension of Guizhou Taibang starting from June 2013, we decreased the sales volume of some of our products in the six months ended June 30, 2013 in order to smooth out the impact of the reduced production volume and maintain our sales channels and customer relationship during the period of Guizhou Taibang production suspension.

 

Sales volume for our human albumin products decreased by 13.3% during the six months ended June 30, 2013 as compared to the same period of 2012. The decrease in sales volumes of human albumin products was primarily due to our increase of inventory level of these products in preparation for the production suspension in Guizhou Taibang during the same period. Sales volume for our IVIG products increased by 26.2% during the six months ended June 30, 2013 as compared to the same period of 2012. The increase in sales volumes of IVIG products was primarily due to our marketing efforts focused on IVIG promotion and the engagement of new distributors to sell IVIG in new territories in the first half of 2013.

 

Cost of sales & gross profit

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Cost of sales   $ 32,739,020     $ 31,846,616     $ 892,404       2.8 %
as a percentage of total sales     30.4 %     32.6 %             (2.2 )%
Gross Profit   $ 74,873,235     $ 65,847,184     $ 9,026,051       13.7 %
Gross Margin     69.6 %     67.4 %             2.2 %

 

Our cost of sales was $32,739,020, or 30.4% of our sales, for the six months ended June 30, 2013, as compared to $31,846,616, or 32.6% of our sales for the same period in 2012. Our gross profit was $74,873,235 and $65,847,184 for the six months ended June 30, 2013 and 2012, respectively, representing gross margins of 69.6% and 67.4%, respectively. In general, our cost of sales and gross margin are impacted by the volume and pricing of our finished products, our raw material costs, production mix and respective yields, inventory provisions, production cycles and routine maintenance costs.

 

The increase in cost of sales in the six months ended June 30, 2013 as compared to the same period in 2012 was largely due to the change of product mix to include products with higher per-unit cost. The increase of our overall gross margin in the six months ended June 30, 2013 as compared to the same period in 2012, was mainly due to the improved gross margin of human albumin products as a result of price increases and the improved utilization efficiency of plasma following the newly-launched Factor VIII products.

 

Operating expenses

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Operating expenses   $ 23,579,530     $ 25,709,592     $ (2,130,062 )     (8.3 )%
as a percentage of total sales     21.9 %     26.3 %             (4.4 )%

 

Our total operating expenses decreased by $2,130,062, or 8.3%, to $23,579,530, for the six months ended June 30, 2013, from $25,709,592 for the same period in 2012. As a percentage of sales, total expenses decreased by 4.4% to 21.9% for the six months ended June 30, 2013, from 26.3% for the same period in 2012. The decrease of the total operating expenses was mainly due to the decrease of the selling expenses as discussed below.

 

Selling expenses

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Selling expenses   $ 4,278,120     $ 8,991,349     $ (4,713,229 )     (52.4 )%
as a percentage of total sales     4.0 %     9.2 %             (5.2 )%

 

For the six months ended June 30, 2013, our selling expenses decreased by $4,713,229, or 52.4%, to $4,278,120, from $8,991,349 for the six months ended June 30, 2012. As a percentage of sales, our selling expenses for the six months ended June 30, 2013 decreased by 5.2% to 4.0%, from 9.2% for the six months ended June 30, 2012. The decrease was mainly due to the fact that we lowered the commission rate for certain products during the second half of 2012. Further, we have taken steps to impose stricter control on the selling expenses since the second half of 2012. However, we carried out the promotional and conference activities for our new product Factor VIII starting from the second quarter of 2013. As a result, we expect our selling expenses as a percentage of sales will increase in the following quarters.

 

21
 

 

General and administrative expenses

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
General and administrative expenses   $ 17,553,168     $ 15,078,166     $ 2,475,002       16.4 %
as a percentage of total sales     16.3 %     15.4 %             0.9 %

 

For the six months ended June 30, 2013, our general and administrative expenses increased by $2,475,002, or 16.4%, to $17,553,168, from $15,078,166 for the six months ended June 30, 2012. General and administrative expenses as a percentage of sales increased by 0.9% to 16.3% for the six months ended June 30, 2013, from 15.4% for the six months ended June 30, 2012. The increase in general and administrative expenses was mainly due to an increase in expenses related to payroll and employee benefits as a result of general salary increases, an increase of share-based compensation and an increase in legal expenses relating to the disputes among Guizhou Taibang shareholders and the corporate defense against the proposed share acquisition by Shanghai RAAS.

 

Research and development expenses

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Research and development expenses   $ 1,748,242     $ 1,640,077     $ 108,165       6.6 %
as a percentage of total sales     1.6 %     1.7 %             (0.1 )%

 

For the six months ended June 30, 2013 and 2012, our research and development expenses were $1,748,242 and $1,640,077, respectively, representing an increase of $108,165, or 6.6%. As a percentage of sales, our research and development expenses for the six months ended June 30, 2013 and 2012 were 1.6% and 1.7%, respectively. The research and development expenses remained consistent for the six months ended June 30, 2013, as compared to the same period in 2012.

 

22
 

 

Change in fair value of derivative liabilities

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Change in fair value of derivative liabilities   $ -     $ 1,769,140     $ (1,769,140 )     (100.0 )%
as a percentage of total sales     -       1.8 %             (1.8 )%

 

Our warrants issued in June 2009 are classified as derivative liabilities carried at fair value. For the six months ended June 30, 2013 and 2012, we recognized a gain from the change in fair value of derivative liabilities in the amounts of nil and $1,769,140, respectively. The recognized gain from the change in the fair value of derivative liabilities in the six months ended June 30, 2012 was mainly due to a decrease in the price of our common stock from $10.46 per share as of December 31, 2011 to $8.55 and $9.22, respectively, as of the two warrants exercise dates. All warrants have been exercised by the end of June 2012.

 

Income tax

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Income tax   $ 8,352,551     $ 6,510,331     $ 1,842,220       28.3 %
as a percentage of total sales     7.8 %     6.7 %             1.1 %

 

Our provision for income taxes increased by $1,842,220, or 28.3%, to $8,352,551 for the six months ended June 30, 2013, from $6,510,331 for the same period in 2012. Our effective income tax rates were 15.7% and 14.9% for the six months ended June 30, 2013 and 2012, respectively. The effective income tax rate remained consistent for the six months ended June 30, 2013, as compared to the same period in 2012. Tax rate applicable to our major operating subsidiaries in the PRC for 2012 and 2013 is 15%.

 

Net income attributable to the Company

    For the six Months Ended June 30,     Change  
    2013     2012     Amount     %  
Net income attributable to the Company   $ 31,077,786     $ 25,796,077     $ 5,281,709       20.5 %
as a percentage of total sales     28.9 %     26.4 %             2.5 %

 

Our net income attributable to the Company increased by $5,281,709, or 20.5%, to $31,077,786 for the six months ended June 30, 2013, from $25,796,077 for the same period in 2012. Net income attributable to the Company as a percentage of total sales was 28.9% and 26.4% for the six months ended June 30, 2013 and 2012, respectively, as a result of the cumulative effect of the foregoing factors.

 

Liquidity and Capital Resources

 

To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank borrowings and equity contributions by our stockholders. As of June 30, 2013, we had $147,264,448 in cash, primarily consisting of cash on hand and demand deposits.

 

The following table provides the summary of our cash flows for the periods indicated:  

 

Cash Flow

 

    Six Months Ended June 30,  
    2013     2012  
Net cash provided by operating activities   $ 37,908,728     $ 32,069,232  
Net cash used in investing activities     (12,405,448 )     (6,688,540 )
Net cash used in financing activities     (10,610,765 )     (10,985,216 )
Effects of exchange rate change on cash     2,762,616       679,914  
Net increase in cash     17,655,131       15,075,390  
Cash at beginning of the period     129,609,317       89,411,835  
Cash at end of the period   $ 147,264,448     $ 104,487,225  

 

23
 

 

Operating Activities

 

Net cash provided by operating activities for the six months ended June 30, 2013 was $37,908,728, as compared to $32,069,232 for the same period in 2012. The increase in net cash provided by operating activities was mainly in line with the increase of the net income excluding non-cash items for the six months ended June 30, 2013 as compared to the same period in 2012.

 

Investing Activities

 

Our use of cash for investing activities is primarily for the acquisition of property, plant and equipment and land use rights. Net cash used in investing activities for the six months ended June 30, 2013 was $12,405,448, as compared to $6,688,540, for the six months ended June 30, 2012. During the six months ended June 30, 2013 and 2012, we paid $11,912,603 and $5,098,533, respectively, for acquisition of property, plant and equipment at Shandong Taibang and Guizhou Taibang. The investing activities for the six months ended June 30, 2013 mainly consisted of construction of premises for Cao Xian Plasma Company, production facility for new product Factor VIII , office building for Shandong Taibang and production facility for placenta polypeptide.

 

Financing Activities

 

Net cash used in financing activities for the six months ended June 30, 2013 totaled $10,610,765, as compared to net cash used in financing activities of $10,985,216 for the same period in 2012. The net cash used in financing activities for the six months ended June 30, 2013 was mainly due to a repayment of $8,014,000 of short-term bank loans and a dividend of $8,110,168 paid by our subsidiaries to the noncontrolling interest shareholders, partially offset by the proceeds of $4,808,400 from short-term bank loans and the proceeds of $2,668,916 from options exercised. The net cash used in financing activities for the six months ended June 30, 2012 was mainly due to a repayment of $11,106,200 of short-term bank loans and a dividend of $4,379,016 paid by our subsidiaries to the noncontrolling interest shareholders, partially offset by the net proceeds of $4,500,000 from warrants exercised.

 

Management believes that the Company has sufficient cash on hand and continuing positive cash inflow, from the sale of its plasma-based products in the PRC market, for its operations.

 

Obligations under Material Contracts

 

The following table sets forth our material contractual obligations as of June 30, 2013:

 

    Payments Due by Period  
Contractual Obligations   Total     Less than
1 year 		    1-3 years     3-5 years     More than
5 years 		 
Short-term bank loans   $ 4,860,000       4,860,000       -       -       -  
Operating lease commitment     1,427,506       469,889       771,751       12,378       173,488  
Capital commitment     5,200,000       4,940,000       260,000       -       -  
Total   $ 11,487,506       10,269,889       1,031,751       12,378       173,488  

 

Seasonality of Our Sales

 

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

 

Inflation

 

Inflation does not materially affect our business or the results of our operations.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

 

24
 

 

Critical Accounting Policies

 

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Our operations are carried out in the PRC and we are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. Accordingly, our business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Interest Rate Risk

 

We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although our short-term loans are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There was no material changes in interest rates for short-term bank loans acquired during the six months ended June 30, 2013.

 

A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities under which we had outstanding borrowings as of June 30, 2013 would decrease net income before provision for income taxes by approximately $24,300 for the six months ended June 30, 2013.

 

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

 

Foreign Exchange Risk

 

While our reporting currency is the U.S. Dollar, all of our consolidated revenues and consolidated costs and majority of expenses are denominated in RMB. All of our assets are denominated in RMB, except certain cash balances. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB. If RMB depreciates against the U.S. Dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. Dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of stockholders’ equity. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

 

The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank of China regularly involved in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in RMB exchange rate and lessen involvement in the foreign exchange market.

 

Account Balances

 

We maintain balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States or may exceed Hong Kong Deposit Protection Board insured limits for the banks located in Hong Kong. Balances at financial institutions or state-owned banks within the PRC are not covered by insurance. Total cash in banks as of June 30, 2013 and December 31, 2012 amounted to $146,777,083 and $129,289,461, respectively, $73,923 and $76,101 of which are covered by insurance, respectively. We have not experienced any losses in such accounts and we do not believe that we are exposed to any significant risks on our cash in bank accounts.

 

Inflation

 

Inflationary factors such as increases in the cost of our sales and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.

 

25
 

 

Market for Human Albumin and IVIG

 

Our two major products, human albumin and IVIG, accounted for 42.5% and 39.4% of the total sales for the three months ended June 30, 2013, respectively. If the market demands for human albumin or IVIG cannot be sustained in the future or if there is substantial price decrease in either or both products, our operating results could be materially and adversely affected.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. David (Xiaoying) Gao and our Chief Financial Officer, Mr. Ming Yang, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2013. Based on that evaluation, Mr. Gao and Mr. Yang concluded that our disclosure controls and procedures were effective as of June 30, 2013.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the second quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings arising in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. Other than the legal proceedings set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

 

Dispute among Guizhou Taibang Shareholders over Raising Additional Capital

 

In May 2007, a 91% majority of Guizhou Taibang’s shareholders approved a plan to raise additional capital from private strategic investors through the issuance of an additional 20,000,000 shares of Guizhou Taibang at RMB2.80 per share. The plan required all existing Guizhou Taibang shareholders to waive their rights of first refusal to subscribe for the additional shares. The remaining 9% minority shareholder of Guizhou Taibang’s shares, Guizhou Jie’an Company (“Jie’an”), did not support the plan and did not waive its right of first refusal. In May 2007, the majority shareholders caused Guizhou Taibang to sign an Equity Purchase Agreement with certain investors, pursuant to which the investors agreed to invest an aggregate of $7,475,832 (or RMB50,960,000) in exchange for 18,200,000 shares, or 21.4%, of Guizhou Taibang’s equity interests. At the same time, Jie’an also subscribed for 1,800,000 shares, representing its pro rata share of the 20,000,000 shares being offered. The proceeds from all parties were received by Guizhou Taibang in accordance with the agreement.

 

In June 2007, Jie’an brought suit in the High Court of Guizhou province, China, against Guizhou Taibang and the three other original shareholders of Guizhou Taibang, alleging the illegality of the Equity Purchase Agreement. In its complaint, Jie’an claimed that it had a right to acquire the 18,200,000 shares offered to the strategic investors under the Equity Purchase Agreement. In September 2008, the Guizhou High Court ruled against Jie’an and sustained the Equity Purchase Agreement. In November 2008, Jie’an appealed the Guizhou High Court judgment to the People’s Supreme Court in Beijing. In May 2009, the People’s Supreme Court sustained the original ruling and denied the rights of first refusal of Jie’an over the 18,200,000 shares.

 

26
 

 

During the second quarter of 2010, Jie’an requested that Guizhou Taibang register its 1.8 million shares of additional capital injection with the local AIC, pursuant to the Equity Purchase Agreement, and such request was approved by the majority shareholders of Guizhou Taibang in a shareholders meeting held in the second quarter of 2010. However, the Board of Directors of the Company is withholding its required ratification of the shareholders’ approval of Jie’an’s request, pending the outcome of the ongoing litigation. In March 2012, the Company received a subpoena that Jie’an brought suit in the People’s Court of Huaxi District, Guizhou Province, against Guizhou Taibang, alleging Guizhou Taibang’s withholding of its request. Jie’an requested that Guizhou Taibang register its 1.8 million shares of capital injection, pay dividends associated with these shares, as well as the related interest and penalty from May 2007 to December 2011 amounting to $3,967,500 (or RMB25,000,000) in aggregate, and return the over-paid subscription of $228,528 (or RMB1,440,000), as well as the interest and penalty, amounting to $1,587,000 (or RMB10,000,000) in aggregate. The People’s Court of Huaxi District, Guizhou Province, has accepted Jie’an’s suit. In May 2012, Guizhou Taibang was informed by the court that the case was postponed upon the request from Jie’an and no exact hearing date has been provided as of the date of this report. If the Company decides to ratify the approval or the case is ruled in Jie’an’s favor, Dalin’s ownership in Guizhou Taibang will be diluted from 54% to 52.54% and Jie’an may be entitled to receive its pro rata share of Guizhou Taibang’s profits since the date of Jie’an’s capital contribution became effective. As this case is closely tied to the outcome of the strategic investors’ dispute stated below, the Company does not expect Jie’an to prevail. As of June 30, 2013, the Company had recorded, in its balance sheet, payables to Jie’an in the amounts of RMB5,040,000 (approximately $816,480) for the additional funds received in relation to the 1.8 million shares of capital infusion, RMB1,440,000 (approximately $233,280) for the over-paid subscription and RMB2,736,575 (approximately $443,325) for the accrued interest.

 

As a result of this dispute, the strategic investors’ equity ownership in Guizhou Taibang and the related increase in registered capital of Guizhou Taibang have not been registered with the local Administration for Industry and Commerce, or AIC. In January 2010, the strategic investors brought suit in the High Court of Guizhou Province against Guizhou Taibang alleging Guizhou Taibang’s failure to register their equity interest in Guizhou Taibang with the local AIC and requesting the distribution of their share of Guizhou Taibang’s dividends declared since 2007. Dalin was also joined as a co-defendant as it is the majority shareholder and exercises control over Guizhou Taibang’s day-to-day operations.

 

In October, 2010, the High Court of Guizhou ruled in favor of the Company and denied the strategic investors’ right as shareholders of Guizhou Taibang, as well as their entitlement to the dividends. In light of the Guizhou ruling, the Company returned the proceeds of $1,699,040 (or RMB11,200,000) to one of the strategic investors in November 2010. In October 2010, the other strategic investors appealed to the PRC Supreme Court in Beijing on the ruling of the High Court of Guizhou. The PRC Supreme Court overruled the decision of the High Court of Guizhou and remanded the case to the High Court of Guizhou for retrial. In January 2012, the strategic investors re-filed their case to the High Court of Guizhou requesting, in addition to the share distribution, the distribution of dividends and interest in the amount of RMB18,349,345 (approximately $2,972,594) and RMB2,847,000 (approximately $461,214), respectively. In December 2012, the High Court of Guizhou affirmed the judgment against the strategic investors. In January 2013, the strategic investors appealed to the PRC Supreme Court in Beijing on the ruling again. The PRC Supreme Court accepted the case for retrial. The Company does not expect the strategic investors to prevail because, upon evaluation of the Equity Purchase Agreement, the Company believes that the Equity Purchase Agreement is void due to certain invalid pre-conditions and the absence of shareholder authorization of the initial investment.

 

In April 2013, the Company countersued the strategic investors in the Intermediate Court of Guiyang City alleging their breach of the Security Law in the PRC and requested a consideration of $6,064,800 (or RMB 38,000,000) for the related expenses and losses, and Guizhou Intermediate Court accepted the case. The Company is awaiting the hearing of the above cases as of the date of this report. As of June 30, 2013, Guizhou Taibang has set aside the strategic investors’ initial fund along with RMB15,942,138 (approximately $2,582,626) in accrued interest, and RMB509,600 (approximately $82,555) for the 1% penalty imposed by the agreement for any breach in the event that Guizhou Taibang is required to return their original investment amount to the strategic investors. If strategic investors prevail in their suit, Dalin’s interests in Guizhou Taibang may be reduced to approximately 41.3%.

 

ITEM 1A. RISK FACTORS.

 

As of the date of this filing, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K filed on March 12, 2013. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We have not sold any equity securities during the second quarter of 2013 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the quarter. No repurchases of our common stock were made during the second quarter of 2013.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

27
 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

We have no information to disclose that was required to be in a report on Form 8-K during the second quarter of 2013, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

 

ITEM 6. EXHIBITS.

 

The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

 

28
 

 

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 thereunto duly authorized.

 

Date: August 6, 2013 CHINA BIOLOGIC PRODUCTS, INC.
     
  By:  /s/ David (Xiaoying) Gao
  David (Xiaoying) Gao, Chief Executive Officer
  (Principal Executive Officer)

 

  By:  /s/ Ming Yang
  Ming Yang, Chief Financial Officer
 

(Principal Financial Officer and Principal

Accounting Officer)

  

29
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
3.1   Amended and Restated Certificate of Incorporation of China Biologic Products, Inc.
     
3.2   Second Amended and Restated Bylaws of China Biologic Products, Inc.
     
3.3   The form of a Restricted Stock Grant Agreement
     
31.1   Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101   Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith)

 

30

 

 

Exhibit 3.3

 

CHINA BIOLOGIC PRODUCTS, INC.

 

2008 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AWARD AGREEMENT

 

Unless otherwise defined herein, the terms defined in the China Biologic Products, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).

 

I. NOTICE OF RESTRICTED STOCK GRANT

 

Participant Name:

 

You have been granted the right to receive an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

Grant Number    
     
Date of Grant August 15, 2013  
     
Vesting Commencement Date August 16, 2014  
     
Total Number of Shares Granted    

 

Vesting Schedule :

 

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock will lapse in accordance with the following schedule:

 

The Restricted Stock will be vested in four equal portions on a year basis over a 4-year period, with the first portion vesting on August 16, 2014; provided that the participant is employed by the Company on each vesting date.

 

By Participant’s signature and the signature of the representative of China Biologic Products, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A , all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

 

- 1 -
 

 

PARTICIPANT:   CHINA BIOLOGIC PRODUCTS, INC.
     
     
Signature   By
     
     
Print Name   Title
     
Residence Address :    
     
     
     
     

 

- 2 -
 

 

EXHIBIT A

 

TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT

 

1.             Grant of Restricted Stock . The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the “Participant”) under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Restricted Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

 

2.             Escrow of Shares .

 

(a)          All Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Restricted Stock will be held by the Escrow Holder until such time as the Restricted Stock vest or the date Participant ceases to be a Service Provider.

 

(b)          The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Restricted Stock in escrow while acting in good faith and in the exercise of its judgment.

 

(c)          Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Restricted Stock to the Company upon such termination.

 

(d)          The Escrow Holder will take all steps necessary to accomplish the transfer of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so.

 

(e)          Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon.

 

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(f)          In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up, or any other event identified by the Administrator affecting Shares occurs, the Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Restricted Stock be entitled to new or additional or different shares, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

 

(g)          The Company may instruct the transfer agent for its Shares to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

 

3.             Vesting Schedule . Except as provided in Section 4, and subject to Section 5, the Restricted Stock awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

 

4.             Administrator Discretion . The Administrator, in its discretion, may accelerate or waive the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock at any time, subject to the terms of the Plan. If so accelerated or waived, such Restricted Stock will be considered as having vested as of the date specified by the Administrator.

 

5.             Forfeiture upon Termination of Status as a Service Provider . Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock that have not vested at the time of Participant’s termination as a Service Provider for any reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder. Participant will not be entitled to a refund of the price paid for the Restricted Stock, if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such termination of service.

 

6.             Death of Participant . Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer .

 

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7.           Withholding of Taxes . Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares . The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as of the date that the taxes are to be withheld) equal to the withholding amount, (c) delivering to the Company already-owned Shares having a Fair Market Value (as of the date that the taxes should be withheld) equal to the withholding amount. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

 

8.           Rights as Stockholder . Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant or the Escrow Agent. Except as provided in Section 2, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

 

9.           No Guarantee of Continued Service . PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THESE RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 

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10.          Address for Notices . Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, at China Biologic Products, Inc. ., at 18F Jialong International Tower, No. 19 Chaoyang Park, Chaoyang District, Beijing, 100125 China, or at such other address as the Company may hereafter designate in writing.

 

11.          Grant is Not Transferable . Except to the limited extent provided in Section 6, the unvested Restricted Stock subject to this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Restricted Stock subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

 

12.          Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

13.          Additional Conditions to Release from Escrow . The Company will not be required to issue any certificate or certificates for Shares hereunder or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Stock as the Administrator may establish from time to time for reasons of administrative convenience.

 

14.          Plan Governs . This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.

 

15.          Administrator Authority . The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

 

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16.          Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock awarded under the Plan or future Restricted Stock that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

17.          Captions . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

 

18.          Agreement Severable . In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

 

19.          Modifications to the Agreement . This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock.

 

20.          Amendment, Suspension or Termination of the Plan . By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

 

21.          Governing Law . This Award Agreement will be governed by the laws of the Delaware, without giving effect to the conflict of law principles thereof.

 

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Exhibit 31.1

CERTIFICATIONS

 

I, David (Xiaoying) Gao, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of China Biologic Products, Inc.;

 

  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  

 

Date: August 6, 2013

 

/s/ David (Xiaoying) Gao

David (Xiaoying) Gao

Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 31.2

CERTIFICATIONS

 

I, Ming Yang, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of China Biologic Products, Inc.;

 

  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  

 

Date: August 6, 2013

 

/s/ Ming Yang

Ming Yang

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, David (Xiaoying) Gao, the Chief Executive Officer of CHINA BIOLOGIC PRODUCTS, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1.   The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.   Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 6 th day of August, 2013.

 

  /s/ David (Xiaoying) Gao  
  David (Xiaoying) Gao  
  Chief Executive Officer  
  (Principal Executive Officer)  

 

A signed original of this written statement required by Section 906 has been provided to China Biologic Products, Inc. and will be retained by China Biologic Products, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.  

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Ming Yang, the Chief Financial Officer of CHINA BIOLOGIC PRODUCTS, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1.   The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.   Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 6 th day of August, 2013.

 

  /s/ Ming Yang  
  Ming Yang  
  Chief Financial Officer  
  (Principal Financial Officer)  

 

A signed original of this written statement required by Section 906 has been provided to China Biologic Products, Inc. and will be retained by China Biologic Products, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.