UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest event Reported): August 21, 2014

 

CHINA BIOLOGIC PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-34566 75-2308816
(State or other jurisdiction of (Commission File No.) (IRS Employer ID No.)
incorporation or organization)    
     

 

18th Floor, Jialong International Building
19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China

(Address of Principal Executive Offices)

 

86-10-6698-3166

Registrant's telephone number, including area code

 

____________________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 21, 2014, Guiyang Dalin Biotechnology Co., Ltd. (“Guiyang Dalin”), a majority shareholder of Guizhou Taibang Biological Products Co., Ltd. (“Guizhou Taibang”) and a wholly-owned subsidiary of China Biologic Products, Inc. (the “Company”), entered into (i) a registered equity purchase agreement, (ii) an equity exchange agreement and (iii) an unregistered equity purchase agreement (collectively, the “Transaction Documents”) with Guizhou Eakan Pharmaceutical Co., Ltd. (“Guizhou Eakan”), a minority shareholder of Guizhou Taibang. Pursuant to the Transaction Documents, Guiyang Dalin agreed to acquire Guizhou Eakan’s entire 19.84% equity interest (including 19% registered equity interest and 0.84% unregistered equity interest) in Guizhou Taibang for a total consideration of RMB535,000,000. The consideration for the 19% registered equity interest is RMB517,102,000, consisting of (i) RMB462,000,000 in equity exchange which will be satisfied through the transfer of Guiyang Dalin’s 100% equity interest in its wholly-owned subsidiary Shanghai Qiansen Investment Managing Co., Ltd. with a paid-in capital of the same amount to Guizhou Eakan and (ii) RMB55,102,000 in cash payment as compensation for Guizhou Eakan’s share of the accrued distributable profits in Guizhou Taibang. The consideration for the 0.84% unregistered equity interest is RMB17,898,000 in cash payment, which was the amount of capital contribution made by Guizhou Eakan for the pending increase of the registered capital of Guizhou Taibang in 2013. Upon the completion of the transactions contemplated by the Transaction Documents, Guiyang Dalin will increase its equity stake in Guizhou Taibang from 56.39% (including 54% registered equity interest and 2.39% unregistered equity interest) to 76.23% (including 73% registered equity interest and 3.23% unregistered equity interest). The unregistered equity interest is due to the ongoing litigation with Guizhou Jie’an Investment Co., Ltd., a minority shareholder of Guizhou Taibang, over the validity of Guizhou Taibang’s shareholder resolutions dated November 13, 2013 (the “Disputed Resolutions”), which has delayed the registration of the increased registered capital of Guizhou Taibang as contemplated in the Disputed Resolutions. The Disputed Resolutions approved, among others, the issuance of additional equity interests to existing shareholders in exchange of additional capital contributions from such existing shareholders. For more information on the Disputed Resolutions and the unregistered equity interests in Guizhou Taibang, please see “Part II—Item 1—Legal Proceedings” in our quarterly report on Form 10-Q for the six months ended June 30, 2014 as filed with the Securities and Exchange Commission on August 5, 2014.

 

The Company currently expects to complete the transactions contemplated by the Transaction Documents in September 2014, subject to the satisfaction of customary closing conditions, including, among others, completing the registration of the equity transfers with the relevant authorities. The Transaction Documents also contain certain termination rights for Guiyang Dalin and/or Guizhou Eakan, which are summarized in more detail in the exhibits to this current report.

 

The foregoing summary of the Transaction Documents is qualified in its entirety by reference to the summary translations of these agreements, which are included as exhibits to this current report and incorporated herein by reference. The Transaction Documents between Guiyang Dalin and Guizhou Eakan, two companies incorporated in China, are prepared and executed in Chinese.

 

Item 8.01 Other Events.

 

On August 25, 2014, the Company issued a press release announcing the entry into the Transaction Documents. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit Number Description
   
10.1 Summary translation of registered equity purchase agreement dated August 21, 2014 made by and between Guiyang Dalin and Guizhou Eakan
10.2 Summary translation of equity exchange agreement dated August 21, 2014 made by and between Guiyang Dalin and Guizhou Eakan
10.3 Summary translation of unregistered equity purchase agreement dated August 21, 2014 made by and between Guiyang Dalin and Guizhou Eakan
99.1 Press release issued by the Company dated August 25, 2014

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: August 25, 2014 CHINA BIOLOGIC PRODUCTS, INC.
   
  By:  /s/ David (Xiaoying) Gao
    David (Xiaoying) Gao
Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

Registered Equity Purchase Agreement
(Summary Translation)

 

This Registered Equity Purchase Agreement (this “ Agreement ”) is entered into on August 21, 2014 by and between Guiyang Dalin Biotechnology Co., Ltd. (the “ Purchaser ”) and Guizhou Eakan Pharmaceutical Co., Ltd. (the “ Seller ”).

 

WHEREAS , both the Seller and the Purchaser are shareholders of Guizhou Taibang Biological Products Co., Ltd. (the “ Target Company ”).

 

WHEREAS , the registered capital increase of the Target Company (the “ Capital Increase ”) adopted by shareholders’ resolutions on November 13, 2013 have not been registered with the competent industry and commerce agency.

 

WHEREAS , the Seller holds 19% registered equity interests (the “ Target Equities ”), and the Purchaser holds 54% registered equity interests, of the Target Company, calculated on the basis of the paid-in capital without regard to the Capital Increase for purposes of this Agreement.

 

WHEREAS , the Seller desires to sell, and the Purchaser desires to purchase, the Target Equities.

 

NOW THEREFORE , in consideration of the mutual promises, covenants, representations, warranties and agreements hereinafter set forth, the parties hereto intending to be legally bound hereto hereby agree as follows:

 

Section 2 Sale of Equity Interests

 

2.1            Sale of Equity Interests .

 

Subject to the terms and conditions hereunder and satisfaction of such terms and conditions, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Target Equities (including the right to receive dividends from the undistributed profits of the Target Company as of the Closing Date) (the “ Equity Transfer ”). The Seller and the Purchaser agree that the total purchase price of the Equity Transfer is RMB517,102,000:

 

2.1.1        The purchase price for all the shareholder’s rights and interests attached to the Target Equities from the Closing Date is RMB462,000,000. The Seller and the Purchaser agree that such purchase price shall be satisfied by way of equity exchange in accordance with this Agreement and the Equity Exchange Agreement separately executed by the Seller and the Purchaser; and

 

2.1.2        As it is not a complete fiscal year as of the Closing Date, the Purchaser shall make an advance payment to the Seller in the amount of RMB55,102,000 representing the Seller’s share of the distributable profits in the Target Company (“ Distributable Profits Compensation ”). When the Target Company distributes the dividends, the Purchaser, in lieu of the Seller, shall have the right to receive such dividend payment. The parties hereto acknowledge and agree that, if such dividend payment derived from the Target Equities actually received by the Purchaser after the Closing Date exceeds or falls below Distributable Profits Compensation (RMB55,102,000), neither party shall have the right to claim against the other party for any surplus or shortfall.

 

 
 

 

2.2            Closing Procedures; Closing Deliverables .

 

2.2.1        Unless this Agreement is terminated in accordance with Section 7 and the transactions contemplated hereunder are abandoned, and if all the conditions precedent have been satisfied or waived, the Purchaser and the Seller shall cause the Target Company to apply as soon as reasonably practicable for the registration of the Equity Transfer with the competent industry and commerce agency, and cause the closing of the Equity Transfer to occur as soon as practicable.

 

2.2.2         Closing Sequences .

 

(1)           Within five (5) business days following the execution of this Agreement, the Purchaser shall transfer RMB55,102,000 as Distributable Profits Compensation under Section 2.1.2 to the bank account designated by the Seller.

 

(2)           The parties agree that the payment of the purchase price as set forth under Section 2.1.1 (the “ Purchase Price ”) shall be satisfied by way of equity exchange as follows: When the Seller sells the Target Equities to the Purchaser, its right to receive the Purchase Price (RMB462,000,000) shall be offset by the Purchaser’s right to receive the consideration in an identical amount for the transfer of the entire equity interests in the Acquisition SPV (as defined in the Equity Exchange Agreement) under the Equity Exchange Agreement. The payment of the Purchase Price shall be deemed to be satisfied upon consummation of the closing of the equity exchange contemplated hereunder and under the Equity Exchange Agreement.

 

(3)          Upon consummation of the closing of the above-mentioned deliverables, the Purchaser shall be entitled to have the complete ownership right and other derivative rights in the Target Equities.

 

2.2.3        Within five (5) business days after the Purchaser timely make the Distributable Profits Compensation under Section 2.2.2 , the Purchaser and the Seller shall cooperate in the preparation and filing of all the documents as required by the competent industry and commerce agency as soon as possible to cause the Target Company to complete the registration procedures (the “ AIC Registration Procedures ”) of the Equity Transfer with the competent industry and commerce agency. The completion date of the AIC Registration Procedures for the Equity Transfer shall be the Closing Date.

 

2.2.4        If the competent industry and commerce agency requires the Purchaser and/or the Seller to submit supplemental documentation, the Purchaser and/or the Seller (as the case may be) shall submit such documentation within five (5) business days after receipt of such requirement or other time limit as stipulated by law, unless the other party agrees to delayed submission.

 

Section 7 Amendment and Termination

 

7.1           Unless otherwise stipulated in this Agreement, the parties hereto may amend or terminate this Agreement by mutual consent in writing. To the extent necessary, the parties hereto may enter into a supplemental agreement to supplement this Agreement with additional terms and conditions.

 

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7.2         In the event that the Distributable Profits Compensation has not been made within ten (10) business days following the execution of this Agreement due to no fault of the Purchaser, either party may terminate this Agreement with a written notice (the “ Termination Notice ”), unless the Seller desires to perform this Agreement. This Agreement shall be terminated upon receipt of the Termination Notice by either party.

 

7.3         This Agreement shall be automatically terminated if the Equity Exchange Agreement is terminated in accordance with the terms thereunder.

 

7.4         After the execution of this Agreement, if the AIC Registration Procedures for the Equity Transfer have completed and the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV fail to complete within thirty (30) business days after the payment of the Distributable Profits Compensation (the “ Distributable Profits Payment Date ”), the Seller shall have the following options:

 

(1)         The Seller may terminate this Agreement. After the Seller delivers the Termination Notice to the Purchaser, the Purchaser shall, within five (5) business days following the termination of this Agreement, return the Target Equities for nil consideration to the Seller and bear all taxes and fees incurred thereby. The Purchaser shall also pay the Seller liquidated damages in an amount equivalent to the Distributable Profits Compensation. For the avoidance of doubt, after the Seller confirms that the AIC Registration Procedures for the return of the Target Equities have been completed, the Seller will not return to the Purchaser the Distributable Profits Compensation which will set off the liquidated damages to be paid by the Purchaser, and the Agreement is thereby terminated; or

 

(2)         The Seller may require the Purchaser to perform this Agreement. From thirty (30) business days following the Distributable Profits Payment Date or the completion date of the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV (whichever is earlier) through the completion date of the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV, the Purchaser shall pay to the Seller an amount equivalent to 0.03% of the Purchase Price (RMB 462,000,000) accrued on a daily basis.

 

7.5         After the execution of this Agreement, if the AIC Registration Procedures for to the transfer of the equity interests in the Acquisition SPV have been completed and the AIC Registration Procedures for the Equity Transfer fail to complete within thirty (30) business days after Distributable Profits Payment Date, the Purchaser shall have the follow options:

 

(1)         The Purchaser may terminate this Agreement. After the Purchaser delivers the Termination Notice to the Seller, the Seller shall, within five (5) business days following the termination of this Agreement, pay to the Purchaser (or its designated party) the Distributable Profits Compensation and liquidated damages in an amount equivalent to the Distributable Profits Compensation and return all the equity interests in the Acquisition SPV, and bear all taxes and fees incurred thereby. If the Seller fails to timely refund the Distributable Profits Compensation or pay the liquidated damages, the Purchaser shall, from the next day after the expiry of above-mentioned payment period, have the right to collect accrued interest at a rate equivalent to the then-current bank loan rate published by the People’s Bank of China for the corresponding period, and the Purchaser shall have the right to use any available amount of future dividends to be received by the Seller to set off the Distributable Profits Compensation, liquidated damages and any accrued interest to be paid by the Seller. If the Seller fails to timely return all equity interests in the Acquisition SPV, it shall pay to the Purchaser an amount equivalent to 0.03% of the Purchase Price (RMB 462,000,000) accrued on a daily basis; or

 

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(2)        The Purchaser may require the Seller to perform this Agreement. From thirty (30) business days following the Distributable Profits Payment Date or the completion date of the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV (whichever is earlier) through the completion date of the AIC Registration Procedures for the Equity Transfer, the Seller shall pay to the Purchaser an amount equivalent to 0.03% of the sum of the Purchase Price and the Distributable Profits Compensation (RMB517,102,000) accrued on a daily basis.

 

7.6         After the execution of this Agreement, if the AIC Registration Procedures for the Equity Transfer or the transfer of the equity interests in the Acquisition SPV within thirty (30) business days after the Distributable Profits Payment Date due to no fault of either party, either party shall have the right to terminate this Agreement. The Seller shall, within five (5) business days following the termination of this Agreement, return to the Purchaser (or its designated party) the Distributable Profits Compensation without any accrued interest. If the Seller fails to timely make such payment, the Purchaser shall, from the expiry of above-mentioned payment period, have right to collect accrued interest at a rate equivalent to the then-current bank loan rate published by the People’s Bank of China for the corresponding period, and the Purchaser shall have the right to use any available amount of future dividends to be received by the Seller to set off the Distributable Profits Compensation and any accrued interest to be paid by the Seller.

 

7.7         After this Agreement takes effect, if the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV have been completed, and the AIC Registration Procedures for the Equity Transfer fail to complete due to legal or administrative proceedings as a result of the objections raised by other shareholders of the Target Company in connection with validity of this Agreement and the Equity Exchange Agreement or the AIC Registration Procedures for the Equity Transfer, then:

 

(1)         The Seller confirms that, following the completion of the AIC Registration Procedures for the transfer of the equity interests in the Acquisition SPV, the Purchaser shall be the actual holder of the Target Equities and enjoy all investment interests and benefits therefrom, including without limitation voting rights and dividend rights, and that the Seller shall be the nominee holder of the Target Equities.

 

(2)         The Seller covenants that, in order to complete the Equity Transfer and the AIC Registration Procedures for the Equity Transfer, the Seller shall execute and submit all necessary documentation in accordance with requirements of the competent industry and commerce agency or the Purchaser when conditions for the completion of the Equity Transfer are met.

 

(3)         If the Purchaser files an application before an arbitration tribunal and/or court requesting affirmation of its rights in the Target Equities and the completion of the AIC Registration Procedures therefor, the Seller shall have the obligation to provide assistance by request of the Purchaser, including without limitation, providing documents and certifications, and testifying and participating in arbitral and/or legal proceedings. The actual expenses arising therefrom shall be borne by the Purchaser.

 

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If the Seller breaches any above-mentioned covenants and refuses to cooperate, as a result of which the AIC Registration Procedures for the Equity Transfer fail to complete, the Purchaser shall have the right to terminate this Agreement pursuant to Section 7.5(1) above and hold the Seller liable for such breach.

 

7.8           Any termination pursuant to Sections 7.4. 7.5, 7.6 and 7.7 above shall take immediate effect upon the receipt of the Termination Notice.

 

Section 8 Miscellaneous

 

8.1            Tax, Expenditure and Indemnification .

 

8.1.1        All taxes arising from or in connection with the Equity Transfer shall be paid in accordance with the relevant PRC laws. Except as set forth herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereunder shall be borne by the party incurring such costs and expenses.

 

8.1.2        If a party suffers actual economic loss due to the other party’s failure to pay taxes and fees in accordance with applicable laws, such other party shall indemnify the party suffering the loss in full.

 

8.2            Indemnification .

 

8.2.1        The Seller shall indemnify and hold harmless the Purchaser and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Purchaser Indemnified Parties ”) or any of the Purchaser Indemnified Parties against any or all loss (including reasonable attorney, investigation and defense fees) arising from, attributing to or incurred by the following: (1) the Seller’s breach of representations and warranties under Section 3 ; or (2) the Seller’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the Equity Transfer (if any).

 

8.2.2        The Purchaser shall indemnify and hold harmless the Seller and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Seller Indemnified Parties ”) or any of the Seller Indemnified Parties against any or all loss (including reasonable attorney, investigation and defense fees) arising from, attributing to or incurred by the following: (1) the Purchaser’s breach of representations and warranties under Section 4 ; or (2) the Purchaser’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the Equity Transfer (if any).

 

8.4            Governing Law .

 

This Agreement shall be governed by, and executed, construed, performed and enforced in accordance with, the laws of the PRC. The validity hereof and dispute resolution in relation hereto shall be subject to the laws of the PRC.

 

8.5            Dispute Resolution .

 

8.5.1         Method . Any dispute arising from or in connection with this Agreement shall be resolved through friendly consultation. Such consultation shall begin immediately after one party has delivered to the other party a written notice requesting consultation. If the dispute cannot be resolved within fifteen (15) days after the delivery of such notice, then either party may, pursuant to this Section 8.5 , submit the dispute to the China International Economic and Trade Arbitration Commission (the “ Arbitration Commission ”) for arbitration.

 

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8.5.2          Arbitration Tribunal and Selection of Arbitrators . The arbitration shall be conducted under the auspices of the Arbitration Commission. The arbitration tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator within thirty (30) days after it has delivered or received, as the case may be, the request for arbitration. The presiding arbitrator shall be jointly appointed by the disputing parties from the Arbitration Commission’s panel of arbitrators. If the parties fail to jointly appoint the presiding arbitrator, the Chairman of the Arbitration Commission shall appoint an arbitrator as the presiding arbitrator.

 

8.5.3        Arbitration Venue . The venue of arbitration shall be Beijing.

 

8.5.4        Arbitration Rules . The arbitration tribunal shall apply the arbitration rules of the Arbitration Commission then in effect.

 

8.5.5        Arbitral Award . The arbitral award shall be final and binding upon the parties, and if any party fails to honor the arbitral award, the other party may apply to a court of competent jurisdiction to enforce such arbitral award.

 

[Remainder of this page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

  Guiyang Dalin Biotechnology Co., Ltd.
     
  By: /s/
  Name:  
  Title:  
   
  Guizhou Eakan Pharmaceutical Co., Ltd.
   
  By: /s/
  Name:  
  Title:  

 

 

 

Exhibit 10.2

 

Equity Exchange Agreement
(Summary Translation)

 

This Equity Exchange Agreement (this “ Agreement ”) is entered into on August 21, 2014 by and between Guiyang Dalin Biotechnology Co., Ltd. (the “ Guiyang Dalin ”) and Guizhou Eakan Pharmaceutical Co., Ltd. (the “ Guizhou Eakan ”).

 

WHEREAS , both Guiyang Dalin and Guizhou Eakan are shareholders of Guizhou Taibang Biological Products Co., Ltd. (“ Guizhou Taibang ”).

 

WHEREAS , the registered capital increase of Guizhou Taibang (the “ Capital Increase ”) adopted by shareholders’ resolutions on November 13, 2013 have not been registered with the competent industry and commerce agency.

 

WHEREAS , Guizhou Eakan holds 19% registered equity interests (the “ Taibang Equities ”), and Guiyang Dalin holds 54% registered equity interests, of Guizhou Taibang, calculated on the basis of the paid-in capital without regard to the Capital Increase for purposes of this Agreement.

 

WHEREAS , Guiyang Dalin is a wholly-owned subsidiary of China Biologic Products, Inc. (NASDAQ: CBPO). For equity financing purposes, Guiyang Dalin has established a subsidiary, Shanghai Qiansen Investment Managing Co., Ltd. (the “ Acquisition SPV ”), of which Guiyang Dalin holds 100% registered equity interests (the “ SPV Equities ”).

 

WHEREAS , Guizhou Eakan desires to sell, and Guiyang Dalin desires to purchase, the Taibang Equities, the consideration for which transaction shall be satisfied through (i) the transfer of the SPV Equities and (ii) the payment of the Distributable Profits Compensation (as defined in the Registered Equity Purchase Agreement) to Guizhou Eakan.

 

NOW THEREFORE , in consideration of the mutual promises, covenants, representations, warranties and agreements hereinafter set forth, the parties hereto intending to be legally bound hereto hereby agree as follows:

 

Section 2            Equity Exchange

 

2.1           Guizhou Eakan agrees to sell the Taibang Equities in exchange for the SPV Equities held by Guiyang Dalin (the “ Equity Exchange ”).

 

2.2           The subject equity interests under the Equity Exchange refer to the Taibang Equities and the SPV Equities.

 

Section 3 Consideration for Equity Exchange

 

3.1           The parties agree that the portion of the purchase price of the Taibang Equities in exchange for the SPV Equities shall be RMB462,000,000 (the “ Equity Exchange Price ”).

 

 
 

  

3.2           Guiyang Dalin further agrees to pay to Guizhou Eakan the Distributable Profits Compensation (RMB55,102,000). The parties acknowledge and agree that, if the dividend payment derived from the Taibang Equities actually received by Guiyang Dalin after the closing of the Equity Exchange exceeds or falls below Distributable Profits Compensation (RMB55,102,000), neither party shall have the right to claim against the other party for such surplus or shortfall.

 

3.3           The parties agree and acknowledge that unless they otherwise agree upon a new amount for the Equity Exchange Price, the Equity Exchange shall be consummated on the basis of the Equity Exchange Price as set forth in Section 3.1 without regard to any valuation of the Taibang Equities and the SPV Equities at the request of governmental authorities, which may differ from the Equity Exchange Price.

 

Section 4            Closing

 

4.1            The Closing of Equity Exchange .

 

4.1.1        Unless this Agreement is terminated and the Equity Exchange contemplated hereunder is abandoned pursuant to Section 8 , and subject to the satisfaction or waiver of all the conditions precedent set forth in Section 7 , the parties shall cause Guizhou Taibang and the Acquisition SPV to complete the registration procedures (the “ AIC Registration Procedures ”) of the Equity Exchange with the competent industry and commerce agencies as soon as reasonably practicable and shall cause the closing of the Equity Exchange to occur as soon as practicable.

 

4.1.2        The payment hereunder shall be made through the Equity Exchange and a cash payment of the Distributable Profits Compensation. The Equity Exchange Price shall be satisfied by way of the Equity Exchange, and the Distributable Profits Compensation (RMB55,102,000) shall be paid in cash to the bank account designated by Guizhou Eakan pursuant to this Agreement and the Registered Equity Purchase Agreement.

 

4.1.3        Concurrent with the application for the AIC Registration Procedures for the transfer of the SPV Equities, Guiyang Dalin shall cooperate with Guizhou Eakan and the Acquisition SPV to apply for the registration of the change in legal representative, directors, supervisors and managers, and complete the transition of their duties in the Acquisition SPV.

 

Section 8            Amendment, Termination and Default

 

8.1           Unless otherwise stipulated in this Agreement, the parties hereto may amend or terminate this Agreement by mutual consent in writing. To the extent necessary, the parties hereto may enter into a supplemental agreement to supplement this Agreement with additional terms and conditions.

 

8.2           Pursuant to Section 2.2.2 of the Registered Equity Purchase Agreement, within five (5) business days following the execution of the Registered Equity Purchase Agreement and this Agreement, Guiyang Dalin shall make full payment of the Distributable Profits Compensation to Guizhou Eakan. In the event that the Distributable Profits Compensation has not been made within ten (10) business days following the execution of this Agreement due to no fault of Guiyang Dalin, either party may terminate this Agreement with a written notice (“ Termination Notice ”), unless Guizhou Eakan desires to perform this Agreement. This Agreement shall be terminated upon the receipt of the Termination Notice by either party.

 

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8.3           After the execution of this Agreement, if the AIC Registration Procedures for the Taibang Equities have been completed but the AIC Registration Procedures for the SPV Equities fail to complete within thirty (30) business days following the payment of the Distributable Profits Compensation (the “ Distributable Profits Payment Date ”), Guizhou Eakan shall have the following options:

 

(1)           Guizhou Eakan may terminate this Agreement. After Guizhou Eakan delivers the Termination Notice to Guiyang Dalin, Guiyang Dalin shall, within five (5) business days following the termination of this Agreement, return the Taibang Equities for nil consideration to Guizhou Eakan and bear all taxes and fees incurred thereby. Guiyang Dalin shall also pay Guizhou Eakan liquidated damages in an amount equivalent to the Distributable Profits Compensation. For the avoidance of doubt, after Guizhou Eakan confirms that the AIC Registration Procedures for the return of Taibang Equities have been completed, Guizhou Eakan will not return to Guiyang Dalin the Distributable Profits Compensation which will set off the liquidated damages to be paid by Guiyang Dalin, and the Agreement is thereby terminated; or,

 

(2)           Guizhou Eakan may require Guiyang Dalin to perform this Agreement. From thirty (30) business days following the Distributable Profits Payment Date or the completion date of the AIC Registration Procedures for the Taibang Equities (whichever is earlier) through the completion date of the AIC Registration Procedures for the transfer of SPV Equities, Guiyang Dalin shall pay to Guizhou Eakan an amount equivalent to 0.03% of the Equity Exchange Price (RMB462,000,000) accrued on a daily basis.

 

8.4           After the execution of this Agreement, if the AIC Registration Procedures for the SPV Equities have been completed but the AIC Registration Procedures for the Taibang Equities fail to complete within thirty (30) business days following the Distributable Profits Payment Date, Guiyang Dalin shall have the follow options:

 

(1)           Guiyang Dalin may terminate this Agreement. After Guiyang Dalin delivers the Termination Notice to Guizhou Eakan, Guizhou Eakan shall, within five (5) business days following the termination of this Agreement, pay to Guiyang Dalin (or its designated party) the Distributable Profits Compensation and liquidated damages in an amount equivalent to the Distributable Profits Compensation, return the SPV Equities for nil consideration to Guizhou Dalin, and bear all taxes and fees incurred thereby. If Guizhou Eakan fails to timely refund the Distributable Profits Compensation or pay the liquidated damages, Guiyang Dalin shall, from the next day after the expiry of above-mentioned payment period, have the right to collect accrued interest at a rate equivalent to the then-current bank loan rate published by the People’s Bank of China for the corresponding period, and Guiyang Dalin shall have the right to use any available amount of future dividends to be received by Guizhou Eakan to set off the Distributable Profits Compensation, liquidated damages and any accrued interest to be paid by Guizhou Eakan. If Guizhou Eakan fails to timely return the SPV Equities, it shall pay to Guiyang Dalin an amount equivalent to 0.03% of the Equity Exchange Price (RMB462,000,000) accrued on a daily basis; or

 

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(2)           Guiyang Dalin may require Guizhou Eakan to perform this Agreement. From thirty (30) business days following the Distributable Profits Payment Date or the completion date of the AIC Registration Procedures for the transfer of the SPV Equities (whichever is earlier) through the completion date of the AIC Registration Procedures for the Taibang Equities, Guizhou Eakan shall pay to Guiyang Dalin an amount equivalent to 0.03% of sum of the Equity Exchange Price and the Distributable Profits Compensation (RMB517,102,000) accrued on a daily basis.

 

8.5           After the execution of this Agreement, if the AIC Registration Procedures for either the SPV Equities or the Taibang Equities fail to complete within thirty (30) business days after the Distributable Profits Payment Date due to no fault of either party, either party shall have the right to terminate this Agreement. Guizhou Eakan shall, within five (5) business days following the termination of this Agreement, return to Guiyang Dalin (or its designated party) the Distributable Profits Compensation without any accrued interest. If Guizhou Eakan fails to timely make such payment, Guiyang Dalin shall, from the expiry of above-mentioned payment period, have the right to collect accrued interest at a rate equivalent to the then-current bank loan rate published by the People’s Bank of China for the corresponding period, and Guiyang Dalin shall have the right to use any available amount of future dividends to be received by Guizhou Eakan to set off the Distributable Profits Compensation and any accrued interest to be paid by Guizhou Eakan.

 

8.6           After this Agreement takes effect, the closing for the transfer of SPV Equities has been completed and the closing for the transfer of the Taibang Equities fails to complete due to legal or administrative proceedings as a result of the objections raised by other shareholders of Guizhou Taibang in connection with validity of this Agreement and the Registered Equity Purchase Agreement or the AIC Registration Procedures for the Taibang Equities, then:

 

(1)           Guizhou Eakan confirms that, following the completion of the AIC Registration Procedures for the transfer of the SPV Equities, Guiyang Dalin shall become the actual holder of the Taibang Equities and enjoy all investment interests and benefits therefrom, including without limitation voting rights and dividend rights, and that the Guizhou Eakan shall be the nominee holder of the Taibang Equities;

 

(2)           Guizhou Eakan covenants that, in order to complete the Equity Exchange and the AIC Registration Procedures for the Equity Exchange, Guizhou Eakan shall execute and submit all necessary documents in accordance with requirements of the competent industry and commerce agencies or Guiyang Dalin when conditions for the completion of the Equity Exchange are met.

 

(3)           If Guiyang Dalin files any arbitration and/or lawsuit before arbitration tribunal and/or court, requesting affirmation of its rights in the Taibang Equities and the completion of the AIC Registration Procedures therefor, Guizhou Eakan shall have the obligation to provide assistance by request of Guiyang Dalin, including without limitation, providing documents and certifications, and testifying and participating in arbitral and/or legal proceedings. Any actual expenses arising therefrom shall be borne by Guiyang Dalin.

 

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If Guizhou Eakan breaches any above-mentioned covenants and refuses to cooperate, as a result of which the AIC Registration Procedures for the Equity Exchange fail to complete, Guiyang Dalin shall have the right to terminate this Agreement pursuant to Section 8.4(1) above and hold Guizhou Eakan liable for such breach.

 

8.7           Any termination pursuant to Sections 8.2, 8.3, 8.4, 8.5 and 8.6 above shall take immediate effect upon the receipt of the Termination Notice.

 

Section 9            Tax, Expenditure and Indemnification

 

9.1           All taxes arising from or in connection with the Equity Exchange shall be paid in accordance with the relevant PRC laws. Except as set forth herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereunder shall be paid by the party incurring such costs and expenses.

 

9.2           If a party suffers actual economic loss due to the other party’s failure to pay taxes and fees in accordance with applicable laws, such other party shall indemnify the party suffering the loss in full.

 

9.3            Indemnification .

 

9.3.1        Guiyang Dalin shall indemnify and hold harmless Guizhou Eakan and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Guizhou Eakan Indemnified Parties ”) or any of the Guizhou Eakan Indemnified Parties against any or all loss (including reasonable legal, investigation and defense fees) arising from, attributing to or incurred by the following: (1) Guiyang Dalin’s breach of representations and warranties provided in Section 5 of this Agreement; or (2) Guiyang Dalin’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the Equity Exchange (if any).

 

9.3.2        Guizhou Eakan shall indemnify and hold harmless Guiyang Dalin and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Guiyang Dalin Indemnified Parties ”) or any of the Guiyang Dalin Indemnified Parties against any or all loss (including reasonable legal, investigation and defense fees) arising from, attributing to or incurred by the following: (1) Guizhou Eakan’s breach of representations and warranties provided in Section 5 of this Agreement; or (2) Guizhou Eakan’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the Equity Exchange (if any).

 

Section 11           Governing Law and Dispute Resolution

 

11.1         This Agreement shall be governed by, and executed, construed, performed and enforced in accordance with, the laws of the PRC. The validity hereof and dispute resolution in relation hereto shall be subject to the laws of the PRC.

 

11.2          Dispute Resolution .

 

11.2.1       Method . Any dispute arising from or in connection with this Agreement shall be resolved through friendly consultation. Such consultation shall begin immediately after one party has delivered to the other party a written notice requesting consultation. If the dispute cannot be resolved within fifteen (15) days after the delivery of such notice, then either party may, pursuant to this Article, submit the dispute to the China International Economic and Trade Arbitration Commission (the “ Arbitration Commission ”) for arbitration.

 

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11.2.2       Arbitration Tribunal and Selection of Arbitrators . The arbitration shall be conducted under the auspices of the Arbitration Commission. The arbitration tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator within thirty (30) days after it has delivered or received, as the case may be, the request for arbitration. The presiding arbitrator shall be jointly appointed by the disputing parties from the Arbitration Commission’s panel of arbitrators. If the parties fail to jointly appoint the presiding arbitrator, the Chairman of the Arbitration Commission shall appoint an arbitrator as the presiding arbitrator.

 

11.2.3       Arbitration Venue . The venue of arbitration shall be Beijing.

 

11.2.4       Arbitration Rules . The arbitration tribunal shall apply the arbitration rules of the Arbitration Commission then in effect.

 

11.2.5       Arbitral Award . The arbitral award shall be final and binding upon the parties, and if any party fails to honor the arbitral award, the other party may apply to a court of competent jurisdiction to enforce such arbitral award.

 

Section 12          Miscellaneous

 

12.6          No Compensation . From the closing of the Equity Transfer, unless otherwise provided hereunder, any disputes in connection with the interests among the shareholders of Guizhou Taibang or in connection with any other shareholders of Guizhou Taibang during the course of its operations under the control of Guiyang Dalin (collectively, the “ Taibang Disputes ”) shall be resolved by Guiyang Dalin through Guizhou Taibang. The Taibang Disputes shall not concern Guizhou Eakan. Except for the statutory liabilities borne by Guizhou Eakan prior to the closing of the Equity Exchange, Guiyang Dalin shall not, directly or through Guizhou Taibang, claim against Guizhou Eakan with regard to any legal liabilities arising from the Taibang Disputes.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

  Guiyang Dalin Biotechnology Co., Ltd.
     
  By: /s/
  Name:
  Title:  
     
  Guizhou Eakan Pharmaceutical Co., Ltd.
     
  By: /s/
  Name:
  Title:  

 

 

Exhibit 10.3

 

Unregistered Equity Purchase Agreement
(Summary Translation)

 

This Unregistered Equity Purchase Agreement (this “ Agreement ”) is entered into by and between Guiyang Dalin Biotechnology Co., Ltd. (the “ Purchaser ”) and Guizhou Eakan Pharmaceutical Co., Ltd. (the “ Seller ”) on August 21, 2014.

 

WHEREAS , the Seller subscribed for additional registered capital (the “ Capital Increase ”) of Guizhou Taibang Biological Products Co., Ltd. (the “ Target Company ”) in the amount of RMB3.8 million pursuant to the shareholders resolutions (the “ Shareholders Resolutions ”) dated November 13, 2013. The Seller paid RMB17.898 million for the Capital Increase, which constitutes 0.84% of the Target Company’s post-subscription registered capital. The AIC Registration Procedures (as defined below) for such equity interests (the “ Unregistered Equities ”) have not completed, and the Shareholder Resolutions may be deemed invalid, revoked or unenforceable, as a result of which the Seller is entitled to require the Target Company to return the subscription price paid for the Capital Increase or make claims for other contingent liabilities (the “ Contingent Claims ,” together with the Unregistered Equities, the “ Target Interests ”).

 

WHEREAS , the Purchaser is a shareholder of the Target Company, holding a 54% equity interest, calculated on the basis of the Target Company’s paid-in capital without regard to the Capital Increase for purpose of this Agreement.

 

NOW THEREFORE , in consideration of the mutual promises, covenants, representations, warranties and agreements hereinafter set forth, the parties hereto intending to be legally bound hereby agree as follows:

 

Section 2       Sale of the Target Interests

 

2.1            Sale of the Target Interests .

 

2.1.1        Subject to the terms and conditions hereunder and the satisfaction of such terms and conditions, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Target Interests (the “ Equity Transfer ”). The Seller and the Purchaser agree that the purchase price for the Target Interests is RMB17,898,000 (the “ Purchase Price ”).

 

2.1.2        The parties acknowledge that, if the Shareholders Resolutions are deemed invalid, revoked or unenforceable, the Seller shall have the statutory rights to make claims against the Target Company for the Contingent Claims. The Seller agrees to transfer such statutory rights as an integral part of the Target Interests to the Purchaser.

 

2.2            Closing of the Unregistered Equities .

 

2.2.1        Unless this Agreement is terminated in accordance with Section 7 and the transactions contemplated hereunder are abandoned, and if all the conditions precedent under Section 6 have been satisfied or waived, the Purchaser and the Seller shall cause the Target Company to apply with the competent registration agency for the registration (the “ AIC Registration Procedures ”) of the Equity Transfer as soon as reasonably practicable and shall cause the closing of the Equity Transfer to occur as soon as practicable.

 

 
 

  

2.2.2        Within five (5) business days following the execution of this Agreement, the Purchaser shall pay the Purchase Price to the bank account designated by the Seller.

 

2.2.3        In order to consummate the closing of the Equity Transfer, if the competent registration agency requires the Purchaser or the Seller to submit supplemental documentation, the Purchaser or the Seller (as the case may be) shall submit such documentation to the competent registration agency within five (5) business days after the receipt of such requirement or other time limit as stipulated by the laws of the PRC, unless the other party agrees to delayed submission. If the competent registration agency requires the Target Equities to be initially registered under the Seller’s name, the Seller and the Purchaser shall enter into another equity transfer agreement to effect the Equity Transfer pursuant to the terms hereunder within five (5) business days following the completion of the AIC Registration Procedures for Target Equities under the Seller’s name, and immediately submit relevant documents to effect the AIC Registration Procedures for the Equity Transfer.

 

2.3            Transfer of the Contingent Claims .

 

2.3.1        If any supplemental documentation is required by PRC laws, the Purchaser or the Target Company in order to transfer the Contingent Claims to the Purchaser, the Seller shall submit such documentation to the Purchaser, the Target Company or any other persons as provided by the PRC laws within five (5) business days after the receipt of such requirement or other time limit as stipulated by the PRC laws.

 

Section 7      Amendment and Termination

 

7.1           Unless otherwise stipulated in this Agreement, the parties hereto may amend or terminate this Agreement by mutual consent in writing. To the extent necessary, the parties hereto may enter into a supplemental agreement to supplement this Agreement with additional terms and conditions.

 

7.2           This Agreement shall be automatically terminated if the Registered Equity Purchase Agreement is terminated in accordance with the terms thereunder.

 

7.3           Unless the Registered Equity Purchase Agreement and the Equity Exchange Agreement are terminated in accordance with the respective terms thereunder, if the AIC Registration Procedures for the Equity Transfer fail to complete due to any reason, the Seller shall unconditionally transfer the Equity Interests to the Purchaser pursuant to the terms hereunder and the Purchaser may not terminate this Agreement.

 

7.4           If this Agreement is terminated due to the termination of the Registered Equity Purchase Agreement and the Equity Exchange Agreement, and (1) if the closing of the Equity Transfer is consummated, the Purchaser shall return the Target Equities to the Seller within five (5) business days after the termination of this Agreement, and the Seller shall return the Purchase Price in full and without any accrued interest to the Purchaser (or its designated party) within five (5) business days after the Purchaser returns the Target Interests; and (2) if the closing of the Equity Transfer is not consummated, the Seller shall return the Transfer Price in full and without accrued any interest to the Purchaser (or its designated party) within five (5) business days after the termination of this Agreement. If the Seller fails to return the Purchase Price within the above-mentioned payment period, the Purchaser shall have the right to collect accrued interest at a rate equivalent to the then-current bank loan rate published by the People’s Bank of China for the corresponding period, and shall have the right to use any available amount of future dividends to be received by the Seller to set off the Purchase Price and accrued interests to be paid by the Seller.

 

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Section 8        Miscellaneous

 

8.1            Tax, Expenditure and Indemnification .

 

8.1.1        All taxes arising from or in connection with the transactions hereunder shall be paid in accordance with the relevant laws of the PRC. Except as set forth herein, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereunder shall be borne by the party incurring such costs and expenses.

 

8.1.2        If a party suffers actual economic loss due to the other party’s failure to pay taxes and fees in accordance with applicable laws, such other party shall indemnify the party suffering the loss in full.

 

8.2            Indemnification .

 

8.2.1        The Seller shall indemnify and hold harmless the Purchaser and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Purchaser Indemnified Parties ”) or any of the Purchaser Indemnified Parties against any or all loss (including reasonable attorney, investigation and defense fees) arising from, attributing to or incurred by the following: (1) the Seller’s breach of representations and warranties under Section 3 ; or (2) the Seller’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the share transfer contemplated hereunder (if any).

 

8.2.2        The Purchaser shall indemnify and hold harmless the Seller and its affiliates, respective officers, directors, shareholders, employees, agents and representatives (collectively, the “ Seller Indemnified Parties ”) or any of the Seller Indemnified Parties against any or all loss (including reasonable attorney, investigation and defense fees) arising from, attributing to or incurred by the following: (1) the Purchaser’s breach of representations and warranties under Section 4 ; or (2) the Purchaser’s failure to perform or comply with this Agreement or other relevant transaction documents in connection with the share transfer contemplated hereunder (if any).

 

8.4            Governing Law .

 

This Agreement shall be governed by, and executed, construed, performed and enforced in accordance with, the laws of the PRC. The validity hereof and dispute resolution in relation hereto shall be subject to the laws of the PRC.

 

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8.5            Dispute Resolution .

 

8.5.1         Method . Any dispute arising from or in connection with this Agreement shall be resolved through friendly consultation. Such consultation shall begin immediately after one party has delivered to the other party a written notice requesting consultation. If the dispute cannot be resolved within fifteen (15) days after the delivery of such notice, then either party may, pursuant to this Section 8.5, submit the dispute to the China International Economic and Trade Arbitration Commission (the “ Arbitration Commission ”) for arbitration.

 

8.5.2         Arbitration Tribunal and Selection of Arbitrators . The arbitration shall be conducted under the auspices of the Arbitration Commission. The arbitration tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator within thirty (30) days after it has delivered or received, as the case may be, the request for arbitration. The presiding arbitrator shall be jointly appointed by the disputing parties from the Arbitration Commission’s panel of arbitrators. If the parties fail to jointly appoint the presiding arbitrator, the Chairman of the Arbitration Commission shall appoint an arbitrator as the presiding arbitrator.

 

8.5.3         Arbitration Venue . The venue of arbitration shall be Beijing.

 

8.5.4         Arbitration Rules . The arbitration tribunal shall apply the arbitration rules of the Arbitration Commission then in effect.

 

8.5.5         Arbitral Award . The arbitral award shall be final and binding upon the parties, and if any party fails to honor the arbitral award, the other party may apply to a court of competent jurisdiction to enforce such arbitral award.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

  Guiyang Dalin Biotechnology Co., Ltd.
     
  By: /s/
  Name:  
  Title:    
     
  Guizhou Eakan Pharmaceutical Co., Ltd.
     
  By: /s/
  Name:  
  Title:    

  

 

 

Exhibit 99.1

 

FOR RELEASE August 25, 2014

 

China Biologic to Increase Equity Stake in Guizhou Taibang

 

BEIJING, China – August 25, 2014 – China Biologic Products, Inc. (NASDAQ: CBPO, "China Biologic" or the "Company"), a leading fully integrated plasma-based biopharmaceutical company in China, today announced that its wholly-owned subsidiary Guiyang Dalin Biotechnology Co., Ltd. (“Guiyang Dalin”) had agreed to acquire an additional 19.84% equity interest in Guizhou Taibang Biological Products Co., Ltd (“Guizhou Taibang”) from Guizhou Eakan Pharmaceutical Co., Ltd., an existing minority shareholder of Guizhou Taibang. The total consideration of the transaction will be RMB535 million ($87.1 million). Upon completion of the transaction, China Biologic will increase its controlling stake in Guizhou Taibang from 56.39% to 76.23%.

 

Mr. David (Xiaoying) Gao, Chairman and Chief Executive Officer of China Biologic, commented, “Increasing our ownership position in Guizhou Taibang is a significant development for China Biologic. Since acquiring the majority stake in 2008, we have been focusing on building up Guizhou Taibang’s product portfolio and pipeline, expanding production capacity and enhancing efficiency. We are confident with its business prospects and believe this acquisition of additional equity interest will result in earnings accretion as well as the super majority ownership with significantly enhanced control of Guizhou Taibang’s long-term strategy and development. China Biologic will use the proceeds from its recent offering as well as internal resources to fund this transaction. We currently expect to complete this transaction in September 2014.”

 

Additional information about this transaction can be found in the Company’s 8-K filing filed today with the SEC.

 

About China Biologic Products, Inc.

 

China Biologic is a leading plasma-based biopharmaceutical company in China. The Company's products are used as critical therapies during medical emergencies and for the prevention and treatment of life-threatening diseases and immune-deficiency related diseases. China Biologic is headquartered in Beijing and manufactures over 20 different dosages of plasma-based products through its indirect majority-owned subsidiaries, Shandong Taibang Biological Products Co., Ltd. and Guizhou Taibang Biological Products Co., Ltd. The Company also has an equity investment in Xi'an Huitian Blood Products Co., Ltd. The Company sells its products to hospitals and inoculation centers, as well as distributors, in China. For additional information, please see the Company's website, www.chinabiologic.com.

 

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Safe Harbor Statement

 

This news release may contain certain "forward-looking statements" relating to the business of China Biologic Products, Inc. and its subsidiaries. All statements, other than statements of historical fact included herein, are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions, and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect.

 

Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including its potential inability to achieve the expected operating and financial performance in 2014, potential inability to find alternative sources of plasma, potential inability to increase production at permitted sites, potential inability to mitigate the financial consequences of a temporarily reduced raw plasma supply through cost cutting or other efficiencies, and potential additional regulatory restrictions on its operations and those additional risks and uncertainties discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

Contact:

 

China Biologic Products, Inc.

Mr. Ming Yin

Senior Vice President

Phone: +86-10-6598-3099

Email: ir@chinabiologic.com

 

ICR Inc.

Mr. Bill Zima

Phone: +86-10-6583-7511 or +1-646-405-5191

E-mail: bill.zima@icrinc.com

 

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