Exhibit 10.1
Strategic Cooperation
Agreement to Source Raw Plasma
(Summary translation)
This Agreement is entered
on August 28, 2015 by and between:
Party A
: Xinjiang
Deyuan Bioengineering Co., Ltd.
Party B
: Guizhou
Taibang Biological Products Co., Ltd.
Party C
: Lv
Xianzhong
WHEREAS
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1.
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Party A has certain source plasma inventory for producing blood products. Party A has financial
difficulty in keeping the daily operation of its plasma collections stations.
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2.
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Party B has the need for source plasma and has a good financial position to provide financial support
for Party A.
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3.
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Party C holds a 58.02% equity interest in Party A and will provide a pledge of his equity interest
in Party A to secure a loan to be granted to Party A.
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4.
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Party A and Party B entered into a Memorandum of Understanding on June 24, 2015, which provides
that Party A will entrust the operation of its plasma collection stations to Party B on the condition that Party A obtains the
approval by the Xinjiang Health and Family Planning Commission. Party A obtained such approval on July 21, 2015 (“Administration
Approval”).
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NOW, THEREFORE
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in consideration of the premises set forth above, according to the relevant laws and regulations and after adequate and friendly
negotiations, the Parties hereto agree as follows:
Section 1
Form of Collaboration
1.1 Party A’s
plasma collection stations (the “Plasma Collection Stations”), which include stations that have been established, i.e.,
Zepu county plasma collection station, Cele county plasma collection station, Shule county plasma collection station, Xinhe county
plasma collection station and Jimusaier county plasma collection station, and stations to be established, i.e., Buerjin county
plasma collection station, Shawan county plasma collection station, Tuoli county plasma collection station, Wensu county plasma
collection station and Kunyu county plasma collection station, shall supply source plasma to Party B at the price agreed by both
parties in accordance with the Administration Approval.
1.2 Party B shall lend
to Party A an interest-bearing loan (the “Loan”) with a principal amount of RMB300 million to assist Party A in dealing
with its financial difficulty and promoting the collaboration between both parties.
1.3 Party C shall provide
a pledge of his 58.02% equity interest in Party A for Party B to secure the loan Party B grants to Party A.
Section 2
Terms of the Loan
2.1 Party A shall use
the Loan primarily for the operation and/or establishment of the Plasma Collection Stations, its operations and repayment of debts.
2.2 The Loan will be
released by Party B to Party A in two instalments.
2.2.1 The first instalment
of the Loan is RMB180 million. In consideration of the fact that Party B lent Party A RMB30 million on July 28, 2015, which shall
form part of the Loan under this Agreement and be deducted therefrom, Party B shall lend Party A the remaining RMB150 million.
Party B shall transfer the remaining payment into Party A’s account within three business days of the registration of Party
C’s equity pledge.
2.2.2 The second instalment
of the Loan is RMB120 million may be paid to the creditors of Party A either under the written instruction by Party A or according
to the court order or arbitral award if Party A settles with its creditors. The payment to the creditors of Party A is deemed as
a release of this instalment of the Loan. If the payment to the creditors is less than RMB120 million, the balance will be released
to Party A upon the notification by Party A. If the payment to the creditors exceeds RMB120 million, the extra amount is deemed
as an addition to the Loan under this Agreement.
2.3 The term of the
Loan starts from the date when the Loan is released until July 31, 2018. (The release date of each instalment of the Loan is the
date when that instalment is actually released.)
2.4 Interest Rate and
Compound Interest
2.4.1 The annual interest
rate of the Loan is 6% during its term.
2.4.2 Interest Calculation
and Settlement
2.4.2.1 The interest
shall be paid on a quarterly basis and the date of the interest payment is the 20th day of the last month of each quarter. If the
expiry date of the principal payment is not on the date of the interest payment, Part A shall pay off the principal and the interests
on the expiry date of the principal payment.
2.4.2.2 For interest
payment dates that are national holidays or weekends, the dates will be postponed to the following business day.
2.4.3 A compound interest
will be calculated using the agreed interest rate from the date that Party A fails to pay interests in accordance with this Agreement.
2.5 Upon the expiration
of the loan term, Party A, Party B and Party C may agree on an extension of the loan term and sign a supplementary agreement on
the condition that the Plasma Collection Stations continue to supply Party B with source plasma.
2.6 Party A may prepay
the Loan and the interests will be calculated according to the actual loan term and the agreed interest rate.
2.7 If Party A defaults
on repayment of the principal of the Loan and interests accrued, Party B shall only pay the Plasma Collection Stations 55% of the
price of the source plasma supplied and the remaining 45% of the price will be kept to offset the principal and interests owed
by Party A till the owed principal and interests are fully offset. When Party A pays off the principal and interests, Party B shall
refund the deducted price to the Plasma Collection Stations.
Section 3
Undertakings
3.1 Party A
3.1.1 Party A undertakes
that Party A has fulfilled procedures necessary under relevant laws and articles for the implementation of this Agreement. Party
A undertakes that the effectiveness of this Agreement will not be adversely impacted due to Party A’s fault.
3.1.2 Party A undertakes
that it shall use the fund provide by Party B according to the agreed loan term, use of proceeds and manner of use.
3.1.3 Party A undertakes
that it shall seek Party B’s permission before making any significant decisions (e.g., increasing debts, increasing funding,
merger, spin-off, transfer of equity interest). Party A shall timely notify Party B when there is any material adverse event affecting
Party A’s ability to repay debt. Party A undertakes that there is no breach of contractual obligations by Party A.
3.2 Party B
3.2.1 Party B undertakes
that it shall provide funding for Party A according to this Agreement.
3.2.2 Party B undertakes
that it shall make the payment for the supply of source plasma from the Plasma Collection Stations and Party A according to the
following arrangement: for each tonne of source plasma supplied to Party B, Party B shall pay RMB0.8 million to the plasma collection
station itself and RMB0.35 million to Party A as management fees.
3.3 Party C
3.3.1 Party C undertakes
that the equity interest pledged under this Agreement is free of defect and he has complete and undisputable ownership of the equity
interest.
3.3.2 Party C undertakes
that his equity interest in Party A is not subject to seizure, inspection or has any other circumstances that may adversely impact
the registration process of the equity pledge.
3.3.3 Party C undertakes
that there is nothing existing on the equity interest pledged that may impact the realization of the equity pledge.
3.3.4 Party C undertakes
that he shall notify Party B and seek Party B’s permission in advance in the case that the equity interest may be diluted.
Section 4
Operation, Management of Plasma Collection Stations; Supply and Payment of Source Plasma
4.1 Party A entrusts
the operation of its Plasma Collection Stations to Party B and supply Party B with source plasma. The Plasma Collection Stations
shall enter into plasma supply agreements and quality guarantee agreements with Party B. Party B shall only use the source plasma
supplied for the production of plasma-based products and shall not transfer the source plasma or use the source plasma for research
purposes related to Rh-negative blood either by itself or by third parties.
4.2 The Plasma Collection
Stations shall have independent bank accounts and be registered as independent legal persons.
4.3 Party B shall entrust
the management of Plasma Collection Stations to Party A and Party B shall be entitled to inspect and instruct the management of
the stations.
Party A shall indemnify
Party B and defend Party B when the Plasma Collection Stations face any claim, loss, suits or punishment that adversely impacts
Party B due to Party A’s reasons
4.4 The Plasma Collection
Stations as provided under the Administration Approval shall sign plasma supply agreements and quality guarantee agreements with
Party B in accordance the relevant regulations.
4.5 The supply period
of source plasma starts from the validation date of this Agreement to the date when the accumulated supply of source plasma reaches
500 tonnes, which is expected to be around July 31, 2018. Upon the expiration of the supply period, Party A and Party B may agree
to an extension thereof.
4.6 Party A shall ensure
that the supply of source plasma to Party B before July 31, 2018 is no less than 500 tonnes. For the first year (12 months starting
from the validation date of this Agreement), the supply shall be no less than 120 tonnes. For the second year, the supply shall
be no less than 180 tonnes. For the third year, the supply shall be no less than 200 tonnes.
4.7 Party A is responsible
for the delivery of source plasma to the address of Party B. All of the risks and fees for transportation shall be borne by Party
A. Party B shall conduct the inspection within 48 hours of the arrival of the source plasma and make the payment within 5 days
of acceptance. Party B shall pay a penalty at a rate of 0.3% accrued daily on the total amount charged from the date when the delay
of payment has taken place. If the payment has been late for more than one month, Party A shall be entitled to terminate this Agreement
and Party B is liable for breach of this Agreement under Section 6.6.
Section 5
Pledge of Equity interest
5.1 Party C shall provide
a pledge of his 58.03% equity interest in Party A for Party B to secure the Loan and the interests, liquidated damages and fees
arising from the Loan and this Agreement.
5.2 Registration of
the Pledge
5.2.1 Party C shall
complete the registration of the equity pledge within 15 days of the receipt of RMB40 million by Party A from Party B as the source
plasma price under the previous cooperation agreement. The equity pledge agreement signed by Party B and Party C shall be for the
registration purpose only. If there is any inconsistency between the equity pledge agreement and this Agreement, this Agreement
shall prevail.
5.2.2 Party B shall
be entitled to terminate this Agreement by serving Party A and Party C a written notice if Party C fails to register the pledge
within the agreed period and within 10 days after being notified in writing by Party B. Party A shall repay the principal and interests
to Party B within 5 days of the termination of this Agreement.
5.2.3 The pledge period
starts from the date when the registration of the pledge takes effect to the date when Party A repays the principal and interests
in full.
5.3 Realization of
Pledge
Party B shall be entitled
to realize the pledge rights and receive payment therefrom in priority by having the pledge rights auctioned, transferred or sold
if any of the following events takes places:
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(1)
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Party A fails to fulfil its obligations (including but not limited to repaying principal, interests,
liquidated damages, penalties or any economic loss suffered by Party B due to reasons related to Party A or Party C) within 3 months
of the expiration of the performance period under this Agreement;
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(2)
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Party A breaches any of the undertakings as stated in Section 3.3, making this Agreement unenforceable;
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(3)
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Party C breached any of the undertakings as stated in Section 3.3, making this Agreement unenforceable;
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(4)
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Party A’s Plasma Collection Stations deliberately breach the plasma supply agreements and
quality guarantee agreements, making this Agreement unenforceable; and
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(5)
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Other circumstances that may impact the realization of the pledge and makes this Agreement unenforceable.
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Section 6
Special Covenants
6.1 In the event that
this Agreement is amended or supplemented due to force majeure, the parties hereto shall make efforts to hold Party B harmless
against the effect of force majeure.
6.2 Party B shall be
entitled to terminate this Agreement when Party A or Party C breaches any undertaking or substantive provision and makes this Agreement
unenforceable, in which case Party A shall repay principal and interests within three months of the termination hereof. Party A
shall be entitled to terminate this Agreement if Party B fails to grant the Loan or pay source plasma price timely.
6.3 In the event that
this Agreement becomes unenforceable due to third parties claims related to Party A or Party C, Party B shall be entitled to termination,
in which case Party A and Party C is liable for breach of contract and Party A shall repay principal and interests in ten days
and pay a penalty of 10% of the principal to Party B. Instead of terminating the Agreement, Party B may also demand Party A and
Party C eliminate the adverse impact and continue performance within 30 days. If the adverse impact is not eliminated within 30
days, Party B shall be entitled to terminate the Agreement, in which case Party A shall pay off the principal and interests in
ten days and pay a penalty of 10% of the principal to Party B.
6.4 In the case that
this Agreement becomes unenforceable due to the revocation of the Administration Approval, the Agreement is terminated and there
is no breach of contract. Party A shall repay principal and interests within three months of the revocation.
6.5 Party A shall be
jointly liable to Party B for any breach of contract arising from the illegal conduct by the Plasma Collection Stations.
6.6 In the event that
this Agreement becomes unenforceable due to Party B’s reasons, Party B shall take full responsibility of the losses and liabilities
and shall pay a penalty of 10% of the principal to Party A.
6.7 Within one month
of the expiration of this Agreement, the operation control of the Plasma Collection Stations entrusted to Party B shall be rewound.
If the rewinding date is delayed due to Party B’s reasons, Party B shall pay a penalty of RMB10,000 accrued on a daily basis
to Party A till the reason for delay no longer exists or the rewinding of operational control is completed.
Section 7
Dispute Resolution
Both parties shall
solve the disputes arising from this Agreement through friendly negotiation. If the dispute cannot be resolved through negotiation,
each party may submit the dispute to a court having jurisdiction in the areas where the Agreement is signed.
Section 8
Validation of the Agreement
This Agreement shall
become valid upon signature by Party A, Party B and Party C at No.19 Chaoyang Park Road, Chaoyang District, Beijing.
Section 9
This Agreement is made
in nine counterparts, and each party holds three. Each counterpart has the same legal effect.
Party A: Xinjiang Deyuan
Bioengineering Co., Ltd. (Seal)
Legal Representative
or Authorized Representative (Signature):
/s/ Lv Xianzhong
Party B: Guizhou
Taibang Biological Products Co., Ltd. (Seal)
Legal Representative
or Authorized Representative (Signature):
/s/ Xiaoying Gao
Party C: Lv
Xianzhong (Signature):
/s/ Lv Xianzhong
August 28, 2015
Exhibit 99.1
FOR RELEASE September 2, 2015
China
Biologic Enters into Strategic Collaboration Agreement to Source Raw
Materials
BEIJING, China – September 2,
2015 –
China Biologic Products, Inc. (NASDAQ: CBPO, "China Biologic" or the "Company"), a leading
fully integrated plasma-based biopharmaceutical company in China, today announced that the Company’s subsidiary Guizhou Taibang
Biological Products Co., Ltd. (“Guizhou Taibang”) entered into a strategic collaboration agreement (the “Agreement”)
with Xinjiang Deyuan Bioengineering Co., Ltd. (“Xinjiang Deyuan”) to source raw plasma. The Agreement allows Guizhou
Taibang to source no less than 500 tonnes of source plasma from Xinjiang Deyuan over the next three years.
The raw plasma will be shipped in batches
to Guizhou Taibang for the production of human albumin and IVIG products. The Company expects that the products made from the sourced
raw plasma will begin to reach the market in second half of 2016. As required and approved by the local regulator, during the term
of the Agreement, Xinjiang Deyuan will entrust the operation of its plasma collection stations to Guizhou Taibang.
As part of the Agreement, Guizhou Taibang
agreed to lend to Xinjiang Deyuan an interest-bearing loan with a principal amount of RMB300 million (approximately US$47 million).
The loan is due July 31, 2018 and is secured by a pledge of a 58.02% equity interest in Xinjiang Deyuan from its controlling shareholder.
The loan to Xinjiang Deyuan and the raw plasma will be funded primarily by the Company’s cash released from a collateral
deposit to secure a USD-denominated loan that the Company repaid in full in June 2015.
Mr. David (Xiaoying) Gao, Chairman and
Chief Executive Officer of China Biologic, commented, "We are pleased to announce our strategic collaboration agreement with
Xinjiang Deyuan. We have substantially processed the initial 143 tonnes of source plasma and plasma pastes outsourced from Xinjiang
Deyuan in our first cooperation agreement, in April 2015. Through the initial agreement, we laid a solid foundation for our further
collaboration, gained trust from both our business partners and regulators, and demonstrated our strong operational capabilities,
including quality control and production management.”
Mr. Gao continued, “This transaction
represents a unique growth catalyst for China Biologic as it will provide us a significant volume of additional raw material over
the next three years. The Agreement is mutually beneficial to both parties as our loan will allow Xinjiang Deyuan to resume plasma
collection operations at their existing five collection stations, which have been shut down for almost one year, as well as pursue
facility upgrade projects. As we continue to devote our efforts to expanding our in-house plasma collection capacity, this collaboration
will allow us to efficiently enhance our Guizhou facility’s production capacity utilization, and supply more plasma-based
products to satisfy growing demand and increase our market share.”
“While the cost for these raw materials
is moderately higher than plasma from our own collection stations, we expect the net profitability on the products made from these
raw materials to be in line with our Guizhou facility’s current profitability, as we will incur substantial operational
cost savings through significant capacity utilization improvements. We remain committed to ensuring sustainable supply growth
to meet China’s increasing demand for plasma-based products and we believe we are well positioned to be a leader in this
field for years to come,” concluded Mr. Gao.
About China Biologic Products, Inc.
China Biologic Products, Inc. (NASDAQ:
CBPO), is a leading fully integrated 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, distributors and other healthcare facilities in China. For additional information, please see the Company's website
www.chinabiologic.com.
Safe Harbor Statement
This news release may contain certain "forward-looking
statements" relating to the business of China Biologic Products, Inc. and its subsidiaries. All statements, other than statements
of historical fact included herein, are "forward-looking statements." These forward-looking statements are often identified
by the use of forward-looking terminology such as “intend,” “believe,” “expect,” “are
expected to,” “will,” or similar expressions, and involve known and unknown risks and uncertainties. Among other
things, the Company’s plans regarding the production and sale of plasma products made from the outsourced raw materials and
the management’s quotations and forecast of the Company’s financial performance in this news release contain forward-looking
statements. 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 without limitation,
the actual volume of outsourced source plasma delivered, quality inspection of outsourced source plasma, potential delay in bringing
to the market as planned the products made from the outsourced source plasma, potential delay or failure in acquiring land use
rights, obtaining construction permits, completing the design or construction, or passing the government inspection and certification
process for new collection stations in Hebei province, potential inability to achieve the designed collection capacities at the
new collection stations, potential inability to achieve the expected operating and financial performance, potential inability to
find alternative sources of plasma, potential inability to increase production at permitted sites, 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
