UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2018

 

Commission File Number 001-34566

 

 

China Biologic Products Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

18th Floor, Jialong International Building, 19 Chaoyang Park Road

Chaoyang District, Beijing 100125

People’s Republic of China

(+86) 10-6598-3111

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨  

 

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨  

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

Announcement of Financial Results for the Second Quarter of 2018

 

China Biologic Products Holdings, Inc. (the “Company”) today announced its financial results for the second quarter of 2018. The press release announcing the financial results is included as Exhibit 99.1 to this Form 6-K.

 

Termination of Employment with Cause

 

The board of directors (the “Board”) of the Company adopted resolutions on August 3, 2018 to terminate, with cause, the employment of Mr. David (Xiaoying) Gao as the president and chief executive officer of the Company pursuant to the employment agreement between the Company and Mr. Gao. The Board previously passed resolutions to remove Mr. Gao from the chairman and chief executive officer positions and from the Board. Upon further review of the facts and circumstances, the Board determined that the termination of his employment shall be for cause.

 

Entry into Supplemental Collaboration Agreement to Source Raw Materials

 

The Company’s subsidiary Guizhou Taibang Biological Products Co., Ltd. (“Guizhou Taibang”) entered into a supplemental agreement on August 1, 2018 (the “2018 Agreement”) to extend the strategic collaboration agreement with Xinjiang Deyuan Bioengineering Co., Ltd. (“Xinjiang Deyuan”) which was originally entered into in August 2015 (the “2015 Agreement”). The 2018 Agreement allows Guizhou Taibang to source a total of no less than 500 tonnes of source plasma from Xinjiang Deyuan over the next three years at the same plasma purchase cost.

 

Under the 2015 Agreement, Xinjiang Deyuan entrusted the operation of five of its plasma collection stations to Guizhou Taibang. Through this entrustment arrangement, Guizhou Taibang sourced around 540 tonnes of raw plasma from Xinjiang Deyuan. The 2018 Agreement incorporates substantially all of the contractual terms of the 2015 Agreement and expands the number of plasma collection stations entrusted to Guizhou Taibang to six.

 

As part of the 2015 Agreement, Guizhou Taibang lent to Xinjiang Deyuan an interest-bearing loan with a principal amount of RMB300 million, which was secured by a pledge of 58.02% of the equity interest in Xinjiang Deyuan from its controlling shareholder. The loan remained outstanding as of July 31, 2018 and its term has been extended until July 31, 2021 under the 2018 Agreement. The interest rate and payment terms related to the loan have also been amended.

 

The 2018 Agreement was prepared and executed in Chinese. The foregoing summary of the 2018 Agreement is qualified in its entirety by reference to the summary translation thereof, which is included as Exhibit 99.2 to this Form 6-K.

 

 

 

 

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.

 

    CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
     
     
Date: August 3, 2018   By: /s/ David Hui Li
        Name: David Hui Li
        Title: Chairman of the Board of Directors

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number 

 

Description

99.1   Press release dated August 3, 2018 titled “China Biologic Reports Financial Results for the Second Quarter of 2018”
99.2   Summary translation of the Supplemental Agreement to Strategic Cooperation Agreement to Source Raw Plasma dated August 1, 2018 made by and among Xinjiang Deyuan, Guizhou Taibang and Lv Xianzhong

 

 

 

Exhibit 99.1 

FOR RELEASE August 3, 2018

 

China Biologic Reports Financial Results

for the Second Quarter of 2018

 

--2Q18 Total Sales Up 25.5% YoY and Non-GAAP Adjusted Net Income Down 2.8% YoY in RMB terms, or

Total Sales Up 34.8% YoY to $120.4 Million and Net Income Down 7.7% YoY to $28.6 Million in USD terms—

--1H18 Total Sales Up 19.5% YoY and Non-GAAP Adjusted Net Income Down 0.4% YoY in RMB terms, or

Total Sales Up 28.8% YoY to $232.8 Million and Net Income Down 1.3% YoY to $60.2 Million in USD terms--

-- Revises Full Year Financial Forecast --

 

BEIJING, China – August 3, 2018 – China Biologic Products Holdings, Inc. (NASDAQ: CBPO, “China Biologic” or the “Company”), a leading fully integrated plasma-based biopharmaceutical company in China, today announced its unaudited financial results for the second quarter of 2018.

 

Second Quarter 2018 Financial Highlights

 

· Total sales in the second quarter of 2018 increased by 25.5% in RMB terms and 34.8% in USD terms to $120.4 million from $89.3 million in the same quarter of 2017.
· Gross profit increased by 39.7% to $82.7 million from $59.2 million in the same quarter of 2017. Gross margin increased to 68.7% from 66.3% in the same quarter of 2017.
· Income from operations decreased by 15.3% in RMB terms, and 8.9% in USD terms to $35.9 million from $39.4 million in the same quarter of 2017. Operating margin decreased to 29.8% from 44.1% in the same quarter of 2017. Excluding TianXinFu, income from operations decreased by 30.3% in RMB terms and 25.1% in USD terms in the second quarter of 2018 compared to the same quarter of 2017, and operating margin decreased to 27.5% from 44.1% in the same quarter of 2017.
· Non-GAAP adjusted income from operations decreased by 3.7% in RMB terms and increased by 3.6% in USD terms to $49.2 million from $47.5 million in the same quarter of 2017. Excluding TianXinFu, non-GAAP adjusted income from operations decreased by 21.0% in RMB terms and 15.1% in USD terms in the second quarter of 2018 compared to the same quarter of 2017.

 

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· Net income attributable to the Company decreased by 14.1% in RMB terms and 7.7% in USD terms to $28.6 million from $31.0 million in the same quarter of 2017. Fully diluted earnings per share decreased by 23.9% to $0.83 compared to $1.09 in the same quarter of 2017. Excluding TianXinFu, net income attributable to the Company decreased by 29.7% in RMB terms and 24.2% in USD terms in the second quarter of 2018 compared to the same quarter of 2017.
· Non-GAAP adjusted net income attributable to the Company decreased by 2.8% in RMB terms and increased by 4.4% in USD terms to $40.2 million from $38.5 million in the same quarter of 2017. Non-GAAP adjusted earnings per share decreased to $1.17 from $1.35 in the same quarter of 2017. Excluding TianXinFu, non-GAAP adjusted net income attributable to the Company decreased by 19.4% in RMB terms and 13.2% in USD terms in the second quarter of 2018 compared to the same quarter of 2017.
· Certain income statement and balance sheet items impacted by the TianXinFu acquisition are presented for comparison purposes.

 

Mr. David Hui Li, Chairman of the Company, commented, "Our second quarter of 2018 continued to be challenging due to the ongoing impact of regulatory changes and intensified competition in China's healthcare market. Because of spending controls by regional government-sponsored medical insurance programs, an increasing number of hospitals across various provinces are implementing stricter drug purchase budgets by capping drug revenue to no more than 30% of a hospital’s total revenue. This has led to another high-double-digit decline in our direct sales channel revenue in the second quarter. To offset this negative impact, the Company pursued new distributor and pharmacy channels. However, the intensified competition in the distribution market has caused over 10% year-over-year price declines across all major plasma products, deteriorated payment terms, and increased marketing expenditures. In addition, although our placenta polypeptide product experienced a 70% sales revenue growth in RMB terms, its sales volume declined over 30% due to the implementation of the two-invoice policy and the exclusion of it as a supplemental drug from the reimbursement lists of certain provinces. Our TianXinFu business performance met our expectations, and we remain conservatively optimistic about its growth in the second half of the year."

 

"Recently, the Board of Directors implemented certain important personnel changes. As previously disclosed, the Board removed David Gao as Chairman and director of the Board, and CEO and President of the Company. Subsequently, the Board also terminated David Gao’s employment for cause based on the Board’s review of the facts and circumstances of his removal. Concurrent to Mr. Gao’s removal, two other directors stepped down from the Board. The Board elected me as Chairman, and elected two industry veterans Mr. Qi Ning and Mr. Bing Li to the Board as independent directors. While the Board is conducting search for a new CEO, the Board has appointed Mr. Zhijun Tong as the acting CEO. Mr. Tong is an experienced entrepreneur and executive, and has been a director of the Company since 2012. The Board believes that the overhaul of the senior management and the changes at the Board level will greatly improve the Company’s governance and management and rejuvenate our business, particularly in today’s challenging environment."

 

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Mr. Li continued, “In July, we received the operating permit for our new Feicheng branch plasma collection facility and commenced commercial operations immediately. We also recently extended our strategic collaboration agreement with Xinjiang Deyuan for another 3 years to purchase at least an additional 500 tonnes of plasma. We believe this extended collaboration is mutually beneficial, as it secures plasma supply to enhance our Guizhou facility’s utilization efficiency."

 

“For the second half of the year, we expect the regulatory headwinds and market competitive dynamics to persist, which will impact our guidance for the year. However, we remain optimistic about the mid- to long-term prospects of our industry, which we believe will continue to transit from a market of demand serving to demand creation in the next three to five years. Specifically, the industry growth engine will shift from albumin to IVIG and coagulation products, which have much higher margins and greater market potential. This transition will open many new opportunities for us and will take China’s plasma industry into the next development stage to replicate what happened in the U.S and Europe decades ago. Currently, due to limited awareness among Chinese doctors and medical practitioners, the growth of immunoglobulin products and high-end premium coagulation products have lagged behind that of albumin, and under-penetration of these products will persist in China’s markets. Our new Board leadership will support the executive management team to upgrade our commercial capabilities and to solidify our leading market position by expanding into new sales channels and by promoting our immunoglobulin and coagulation products. We will remain focused on improving per liter economics by leveraging our leading R&D capabilities to expedite the launch of new pipeline products. As always, we remain focused on pursuing long-term, sustainable growth and maximizing long-term shareholder value,” concluded Mr. Li.

 

Second Quarter 2018 Financial Performance

 

Total sales in the second quarter of 2018 increased by 25.5% in RMB terms, or 34.8% in USD terms due to the benefit of favorable exchange rates, to $120.4 million from $89.3 million in the same quarter of 2017. The increase in total sales was partly attributable to a $13.0 million contribution from TianXinFu, which accounted for approximately 10.8% of total sales for the quarter. Excluding TianXinFu, total sales in the second quarter of 2018 increased by 11.9% in RMB terms, attributable to the sales increases in placenta polypeptide products, human albumin products, coagulation factor products, and certain immunoglobulin products, which was partly offset by the decrease in the sales of IVIG products. For plasma products, total sales in the second quarter of 2018 increased by 5.0% in RMB terms, or 12.7% in USD terms, to $90.3 million from $80.1 million in the same quarter of 2017.

 

Page 3

 

 

During the second quarter of 2018, human albumin and IVIG products remained the Company’s two largest sales contributors. Revenue from human albumin increased by 9.6% in RMB terms, or 17.6% in USD terms, from $32.4 million in the second quarter of 2017 to $38.1 million in the second quarter of 2018. Revenue from IVIG products decreased by 11.8% in RMB terms, or 5.4% in USD terms, from $29.7 million in the second quarter of 2017 to $28.1 million in the second quarter of 2018. As a percentage of total sales, sales from human albumin and IVIG products were 31.7% and 23.4%, respectively, in the second quarter of 2018. Excluding the contribution from TianXinFu, human albumin and IVIG products represented 35.5% and 26.2% of total sales, respectively, compared to 36.3% and 33.3%, respectively, in the second quarter of 2017. The large decrease of IVIG sales’ percentage mainly reflected the combined effects of decreased sales volume and sales prices year over year.

 

The sales volume of human albumin products increased by 15.6% for the second quarter of 2018 compared to the same quarter of 2017, primarily due to increased sales volumes in the distributor and pharmacy channels, which was partly offset by decreased prescription volumes at various hospitals due to the ongoing healthcare regulatory changes in China. The sales volume of IVIG products decreased by 9.0% for the second quarter of 2018 compared to the same quarter of 2017, mainly reflecting decreased prescription volumes at various hospitals with the same effect of policy headwinds to human albumin.

 

The average prices for human albumin and IVIG products decreased by 5.2% and 3.1%, respectively, in RMB terms in the second quarter of 2018 compared to the same quarter of 2017 because of greater sales volume in the distributor channel and further price discounts to certain distributors reflecting intensified market competition for major plasma products. In USD terms, due to favorable exchange rates, the average price for human albumin and IVIG products increased by 1.9% and 4.1% year over year, respectively.

 

Revenue from specialty immunoglobulin products increased by 12.8% in RMB terms, or 21.2% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017, reaching 12.8% of total sales. This increase was mainly due to higher sales volumes of human rabies immunoglobulin products and human tetanus immunoglobulin products.

 

Revenue from coagulation factor products, including human coagulation factor VIII, human prothrombin complex concentrate, and the newly launched human fibrinogen products, increased by 50.9% in RMB terms, or 62.3% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017, representing 7.1% of total sales. The growth mainly came from the launch of our human fibrinogen products in the beginning of 2018 and the increased sales volumes of the Company’s human coagulation factor VIII and human prothrombin complex concentrate products, which is reflective of the Company’s ongoing medical marketing activities.

 

Page 4

 

 

Revenue from placenta polypeptide products increased by 71.6% in RMB terms, or 84.4% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017, reaching 14.1% of total sales, which was supported by higher unit selling prices in connection with the wider implementation of the two-invoice policy. However, the sales volume of placenta polypeptide products continued to decline as a result of their inclusion in regional supplemental drug lists, which put pressure on their prescription volume.

 

Cost of sales increased by 24.9% to $37.6 million in the second quarter of 2018 compared to the same quarter of 2017. As a percentage of total sales, cost of sales decreased to 31.2% from 33.7% in the same quarter of 2017. The decrease in cost of sales as a percentage of total sales mainly reflected the higher gross margin of TianXinFu. Excluding TianXinFu, cost of sales was 33.6% of total sales, remaining stable year over year, a net impact of a higher sales price for the Company’s placenta polypeptide product and lower sales prices for its human albumin and IVIG products.

 

Gross profit increased by 39.7% to $82.7 million in the second quarter of 2018 from $59.2 million in the same quarter of 2017. Gross margin was 68.7% and 66.3% in the second quarters of 2018 and 2017, respectively.

 

Total operating expenses in the second quarter of 2018 was $46.9 million compared to $19.8 million in the same quarter of 2017. As a percentage of total sales, total operating expenses increased to 39.0% in the second quarter of 2018 from 22.2% in the same quarter of 2017. Excluding TianXinFu, total operating expenses increased by $22.0 million, or 111.1%, to $41.8 million in the second quarter of 2018. This increase mainly consisted of an increase of $16.7 million in selling expenses and an increase of $5.6 million in general and administrative expenses.

 

Selling expenses in the second quarter of 2018 was $24.4 million compared to $3.6 million in the same quarter of 2017. More than half of the increase was related to the sales of placenta polypeptide products with the remainder related to the sales of plasma products and TianXinFu’s sales of its dura mater products. For placenta polypeptide products and certain hyper-immune products, because certain previous multi-layer distributor channels were disqualified due to the two-invoice regulation, the Company implemented new sales strategies including using an internal sales force and engaging third party contract service organizations to promote its placenta polypeptide products. For other plasma products, in order to solidify its competitiveness within distributor channel customers, the Company incurred additional promotion and marketing costs. TianXinFu’s selling expenses included a $2.0 million amortization expense for the intangible asset of customer relationships associated with the Company’s acquisition of TianXinFu. Excluding this intangible asset amortization expense, selling expenses accounted for 18.6% of total sales in the second quarter of 2018 compared to 4.0% in the same quarter of 2017.

 

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General and administrative expenses in the second quarter of 2018 was $20.6 million compared to $14.3 million in the same quarter of 2017. As a percentage of total sales, general and administrative expenses were 17.1% and 16.0% in the second quarter of 2018 and the same quarter of 2017, respectively. The increase in general and administrative expenses mainly included a $2.7 million increase of share-based compensation expenses and a $1.0 million increase of Shandong Taibang’s depreciation expense and property tax for its new facility. Excluding the impact of share-based compensation expenses, non-GAAP general and administrative expenses would have been 8.1% and 6.9% of total sales in the second quarter of 2018 and the same quarter of 2017, respectively.

 

Research and development expenses in the second quarter of 2018 remained at $1.9 million compared to the same quarter of 2017. As a percentage of total sales, research and development expenses decreased to 1.6% in the second quarter of 2018 from 2.1% in the same quarter of 2017.

 

Income from operations for the second quarter of 2018 decreased by 15.3% in RMB terms, or 8.9% in USD terms, to $35.9 million from $39.4 million in the same quarter of 2017. Operating margin decreased to 29.8% in the second quarter of 2018 from 44.1% in the same quarter of 2017. Excluding TianXinFu, income from operations for the second quarter of 2018 decreased by 30.3% in RMB terms, or 25.1% in USD terms, to $29.5 million from $39.4 million in the same quarter of 2017.

 

Income tax expense was $6.7 million for the second quarter of 2018 compared to $6.9 million in the same quarter of 2017. The effective income tax rate was 16.4% and 16.5% for the second quarters of 2018 and 2017, respectively.

 

Net income attributable to the Company decreased by 14.1% in RMB terms, or 7.7% in USD terms, to $28.6 million in the second quarter of 2018 from $31.0 million in the same quarter of 2017. Net margin decreased to 23.8% in the second quarter of 2018 from 34.7% in the same quarter of 2017. Diluted net earnings per share decreased to $0.83 in the second quarter of 2018 compared to $1.09 in the same quarter of 2017. Excluding TianXinFu, net income attributable to the Company decreased by 29.7% in RMB terms, or 24.2% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017, and net margin decreased to 21.9% in the second quarter of 2018 from 34.8% in the same quarter of 2017.

 

Non-GAAP adjusted income from operations decreased by 3.7% in RMB terms, or increased by 3.6% in USD terms, to $49.2 million in the second quarter of 2018 from $47.5 million in the same quarter of 2017. Excluding TianXinFu, non-GAAP adjusted income from operations decreased by 21.0% in RMB terms, or 15.1% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017.

 

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Non-GAAP adjusted net income attributable to the Company decreased by 2.8% in RMB terms, or increased by 4.4% in USD terms, to $40.2 million in the second quarter of 2018 from $38.5 million in the same quarter of 2017. Non-GAAP net margin decreased to 33.4% in the second quarter of 2018 from 43.1% in the same quarter of 2017. Non-GAAP adjusted net income per diluted share decreased to $1.17 in the second quarter of 2018 from $1.35 in the same quarter of 2017. Excluding TianXinFu, non-GAAP adjusted net income attributable to the Company decreased by 19.4% in RMB terms, or 13.2% in USD terms, in the second quarter of 2018 compared to the same quarter of 2017.

 

Non-GAAP adjusted income from operations for the second quarter of 2018 excludes $10.8 million in non-cash employee share-based compensation expenses and $2.5 million in amortization expense of intangible assets and land use rights related to the acquisition of TianXinFu.

 

Non-GAAP adjusted net income and diluted earnings per share for the second quarter of 2018 exclude $9.9 million in non-cash employee share-based compensation expenses and $1.7 million in amortization expense of intangible assets and land use rights related to the acquisition of TianXinFu.

 

First Half 2018 Financial Performance

 

Total sales in the first half of 2018 increased by 19.5% in RMB terms, or 28.8% in USD terms, to $232.8 million from $180.7 million in the same period of 2017. This includes a $24.4 million contribution from TianXinFu, which accounts for approximately 10.5% of total sales for the first half of 2018. Excluding TianXinFu, total sales in the first half of 2018 increased by 7.0% in RMB terms as a result of increases in the sales of placenta polypeptide products and certain immunoglobulin products, which was partly offset by decreases in the sales of human albumin and IVIG products. For plasma products, total sales in the first half of 2018 increased by 0.8% in RMB terms, or 8.7% in USD terms, to $175.3 million from $161.3 million in the same period of 2017. As a percentage of total sales, sales from human albumin products and IVIG products accounted for 30.9% and 25.7%, respectively, for the first half of 2018. Excluding the contribution from TianXinFu, human albumin and IVIG products were 34.5% and 28.7% of total sales, respectively.

 

Cost of sales increased by 14.4% to $71.3 million in the first half of 2018 compared to $62.3 million in the same period of 2017. As a percentage of total sales, cost of sales decreased to 30.6% from 34.5% in the same period of 2017. The decrease in cost of sales as a percentage of total sales mainly reflected the higher gross margin of TianXinFu. Excluding TianXinFu, cost of sales decreased to 32.9% of total sales, mainly due to the higher sales price of the Company’s placenta polypeptide product.

 

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Gross profit increased by 36.4% to $161.5 million in the first half of 2018 from $118.4 million in the same period of 2017. Gross margin was 69.4% and 65.5% in the first half of 2018 and 2017, respectively.

 

Total operating expenses in the first half of 2018 was $86.7 million compared to $40.2 million in the same period of 2017. As a percentage of total sales, total operating expenses increased to 37.2% in the first half of 2018 from 22.2% in the same period of 2017. Excluding TianXinFu, total operating expenses increased by $36.3 million, or 90.3%, to $76.5 million in the first half of 2018. This increase mainly consisted of an increase of $29.8 million in selling expenses and an increase of $7.2 million in general and administrative expenses.

 

Income from operations for the first half of 2018 decreased by 11.3% in RMB terms, or 4.3% in USD terms, to $74.8 million from $78.2 million in the same period of 2017. Excluding TianXinFu, income from operations for the first half of 2018 decreased by 24.9% in RMB terms, or 19.1% in USD terms, in the first half of 2018 compared to the same period of 2017.

 

Income tax expense in the first half of 2018 was $13.5 million compared to $13.8 million in the same period of 2017. The effective income tax rate was 15.9% and 16.6% for the first halves of 2018 and 2017, respectively.

 

Net income attributable to the Company decreased by 8.5% in RMB terms, or 1.3% in USD terms, to $60.2 million in the first half of 2018 from $61.0 million in the same period of 2017. Net margin decreased to 25.9% in the first half of 2018 from 33.8% in the same period of 2017. Diluted earnings per share for the first half of 2018 decreased to $1.75 from $2.15 for the same period of 2017. Excluding TianXinFu, net income attributable to the Company decreased by 22.8% in RMB terms, or 16.8% in USD terms, in the first half of 2018 compared to the same period of 2017, and net margin decreased to 24.4% in the first half of 2018 from 33.8% in the same period of 2017.

 

Non-GAAP adjusted income from operations decreased by 2.4% in RMB terms, or increased by 5.2% in USD terms, to $99.3 million in the first half of 2018 from $94.4 million in the same period of 2017. Excluding TianXinFu, non-GAAP adjusted income from operations decreased by 18.3% in RMB terms, or 11.9% in USD terms in the first half of 2018 compared to the same period of 2017.

 

Non-GAAP adjusted net income attributable to the Company decreased by 0.4% in RMB terms, or increased by 7.5% in USD terms, to $81.6 million in the first half of 2018 from $75.9 million in the same period of 2017. Non-GAAP adjusted net income per diluted share decreased to $2.37 in the first half of 2018 from $2.67 in the same period of 2017. Excluding TianXinFu, non-GAAP adjusted net income attributable to the Company decreased by 15.8% in RMB terms, or 9.1% in USD terms, in the first half of 2018 compared to the same period of 2017.

 

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Non-GAAP adjusted income from operations for the first half of 2018 excludes $19.8 million in non-cash employee share-based compensation expenses and $4.6 million in amortization expense of intangible assets and land use rights related to the acquisition of TianXinFu.

 

Non-GAAP adjusted net income and diluted earnings per share for the first half of 2018 exclude $18.2 million in non-cash employee share-based compensation expenses and $3.1 million in amortization expense of intangible assets and land use rights related to the acquisition of TianXinFu.

 

As of June 30, 2018, the Company had $103.3 million in cash on hand and demand deposits, $118.3 million in time deposits, and $144.6 million in financial instruments.

 

Net cash provided by operating activities for the first half of 2018 was $45.5 million, including an $11.6 million contribution from TianXinFu, compared to $36.9 million for the same period of 2017. Excluding TianXinFu, the $3.0 million decrease in net cash provided by operating activities was a combined result of: 1) the negative impact from a decrease in net income, an increase in accounts receivable, an increase in prepayments and deferred expenses, and decreases in accounts payable and tax payable; and 2) the positive impact from an increase of other payables and accrued liabilities, and a slowdown of increase in inventory compared to the first half of 2017.

 

Excluding TianXinFu, accounts receivable increased by $30.3 million during the first half of 2018 compared to $26.1 million in the same period of 2017. The accounts receivable turnover days for plasma products increased to 88 days during the first half of 2018 from 51 days in the same period of 2017, reflecting longer credit terms to hospitals as a result of the nationwide healthcare regulation changes and intensified competition in the distributor channel.

 

Excluding TianXinFu, inventories increased by $20.3 million in the first half of 2018. This is lower than a $22.8 million inventory increase in the same period of 2017, when Shandong Taibang stockpiled inventory to prepare for the planned temporary production suspension.

 

Excluding TianXinFu, other payables and accrued liabilities increased by $17.9 million in the first half of 2018 compared to a decrease of $2.9 million in the first half of 2017. The increase mainly reflected more marketing activities carried out by third party contract service organizations that the Company engaged to promote its placenta polypeptide and certain plasma products in compliance with the two-invoice policy.

 

Net cash used in investing activities for the first half of 2018 was $168.9 million compared to $16.6 million for the same period of 2017. Net cash used in investing activities in the first half of 2018 mainly consisted of a $529.6 million payment for the purchase of time deposits and financial instruments and a $19.1 million payment for the acquisition of property, plant, and equipment, intangible assets, and land use rights. This was partly offset by $97.7 million in cash received upon acquisition of TianXinFu and the maturity of $282.1 million in time deposits and financial instruments. In the same period of 2017, the Company paid $16.6 million for the acquisition of property, plant, and equipment and land use rights for Shandong Taibang and Guizhou Taibang.

 

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Net cash provided by financing activities for the first half of 2018 was $0.8 million compared to $14.8 million for the same period of 2017. Net cash provided by financing activities in the first half of 2018 represented proceeds of $0.8 million from stock options exercised. Net cash provided by financing activities in the first half of 2017 mainly consisted of $14.3 million in short-term loan net proceeds.

 

Financial Outlook

 

The Company is making a downward revision to its full year 2018 forecast. The company expects non-GAAP adjusted income from operations to increase by 0% to 2% in RMB terms and non-GAAP adjusted net income to decrease by 2% to 4% in RMB terms over full year 2017 financial results. Excluding TianXinFu, full year 2018 non-GAAP adjusted income from operations is expected to decrease by 16% to 18% in RMB terms and non-GAAP adjusted net income to decrease by 19% to 21% in RMB terms over full year 2017 financial results.

 

The full year 2018 forecast was lowered to account for worse-than-expected results for the first half of 2018 and an ongoing challenging outlook in the second half of the year due to the following factors:

 

1) persisting regulatory headwinds, which places downward pressure on sales growth;
2) intensified competition in China’s plasma industry, which continues to drive costs higher and prices lower among plasma product providers in China;
3) investments in long-term improvements and upgrades to the marketing and sales capabilities, which places additional downward pressure on the bottom line; and
4) a one-time provision in connection with the new facility project in Guizhou and certain fixed assets among certain non-operating collection stations.

 

In the interest of increasing transparency, the Company intends to provide future financial outlook using non-GAAP adjusted income from operations and non-GAAP adjusted net income instead of sales. The Company believes that providing a financial outlook using income from operations, while excluding non-GAAP factors such as non-cash employee share-based compensation expenses and amortization expense of intangible assets and land use rights related to the acquisition of TianXinFu, provides greater clarity and understanding of the Company’s operations, especially in light of price surges for polypeptide products and certain hyper-immune products under the two-invoice policy accompanied by proportionately increased selling expenses.

 

Page 10

 

 

This guidance does not factor in any potential foreign currency translation impact. Having previously adopted an exchange rate of approximately RMB6.76 = $1.00 based on weighted average quarterly exchange rates in 2017 in translating 2017 financial results, the Company expects that the non-GAAP adjusted income from operations and non-GAAP adjusted net income in USD terms in 2018 could be affected by the foreign currency translation impact.

 

This guidance excludes potential acquisitions, and necessarily assumes no significant adverse product price changes during 2018. This forecast reflects the Company’s current and preliminary views, which are subject to change.

 

Conference Call

 

The Company will host a conference call at 7:30 am Eastern Time on August 6, 2018, which is 7:30 pm Beijing Time on August 6, 2018, to discuss its second quarter 2018 results and answer questions from investors. Listeners may access the call by dialing:

 

US: 1 888 346 8982
International: 1 412 902 4272
Hong Kong: 852 301 84992
China: 4001 201203

 

A telephone replay will be available one hour after the conclusion of the conference all through August 13, 2018. The dial-in details are:

 

US: 1 877 344 7529
International: 1 412 317 0088
Passcode: 10122849

 

A live and archived webcast of the conference call will be available through the Company's investor relations website at http://chinabiologic.investorroom.com .

 

About China Biologic Products Holdings, Inc.

 

China Biologic Products Holdings, 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 dosage forms of plasma products through its indirect majority-owned subsidiary, Shandong Taibang Biological Products Co., Ltd. and its wholly owned subsidiary, 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 .

 

Page 11

 

 

Non-GAAP Disclosure

 

This news release contains non-GAAP financial measures that exclude non-cash compensation expenses related to options and restricted shares granted to employees and directors under the Company's 2008 Equity Incentive Plan, and amortization of acquired intangible assets. To supplement the Company's unaudited consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP financial information excluding the impact of these items in this release. The Company's management believes that its presentation of non-GAAP financial measures provides useful supplementary information to and facilitates additional analysis by investors. A reconciliation of the adjustments to GAAP results appears in the table accompanying this news release. This additional non-GAAP information is not meant to be considered in isolation or as a substitute for GAAP financials. The non-GAAP financial information that the Company provides also may differ from the non-GAAP information provided by other companies.

 

In addition, as the Company evaluates certain key items of its financial results on a local currency basis (i.e., in RMB) in addition to the reporting currency (i.e., in USD), this news release contains local currency information that eliminates the impact of fluctuations in foreign currency exchange rates. The Company believes that, given its operations primarily based in China, providing local currency information on such key items enhances the understanding of its financial results and evaluation of performance in comparison to prior periods. Changes in local currency percentages are calculated by comparing financial results denominated in RMB from period to period.

 

Safe Harbor Statement

 

This news release may contain certain “forward-looking statements” relating to the business of China Biologic Products Holdings, 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 construction and operation of plasma collection stations, the commercial launch of pipeline products and the integration with TianXinFu, as well as 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.

 

Page 12

 

 

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, quality of purchased source plasma, potential delay or failure to complete construction of new collection facilities, potential inability to pass government inspection and certification process for existing and new facilities, potential inability to achieve the designed collection capacities at the new collection facilities, 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 Holdings, Inc.

Mr. Ming Yin

Senior Vice President

Phone: +86-10-6598-3099

Email: ir@chinabiologic.com

 

ICR Inc.

Mr. Bill Zima

Phone: +1-646-405-5191

E-mail: bill.zima@icrinc.com

 

(Financial statements on the following pages)

 

Page 13

 

 

CHINA BIOLOGIC PRODUCTS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

    For the Three Months Ended     For the Six Months Ended  
    June 30, 2018     June 30, 2017     June 30, 2018     June 30, 2017  
    USD     USD     USD     USD  
Sales:     120,377,293       89,277,897       232,842,183       180,731,009  
      Human Albumin     38,134,120       32,375,022       71,930,081       69,233,313  
      Human Immunoglobulin for Intravenous Injection     28,111,148       29,663,496       59,896,369       61,416,482  
      Other Immunoglobulin products     15,405,847       12,709,939       28,425,404       21,003,606  
      Placenta Polypeptide     17,013,150       9,225,786       33,107,795       19,472,755  
      Artificial Dura Mater     12,815,856       -       22,759,839       -  
      Others     8,897,172       5,303,654       16,722,695       9,604,853  
                                 
Cost of sales     37,638,545       30,110,272       71,330,228       62,325,745  
Gross profit     82,738,748       59,167,625       161,511,955       118,405,264  
                                 
Operating expenses                                
      Selling expenses     24,352,111       3,577,599       45,047,326       7,385,151  
      General and administrative expenses     20,583,026       14,264,476       37,970,101       29,521,242  
      Research and development expenses     1,945,921       1,924,671       3,662,875       3,282,034  
Income from operations     35,857,690       39,400,879       74,831,653       78,216,837  
                                 
Other income (expenses)                                
      Equity in income of an equity method investee     430,509       972,359       1,498,554       1,884,102  
      Interest expense     (68,109 )     (286,358 )     (135,673 )     (348,868 )
      Interest income     3,237,207       1,617,054       6,241,136       3,240,893  
            Fair value changes of financial instruments     1,341,402       -       2,626,465       -  
Total other income, net     4,941,009       2,303,055       10,230,482       4,776,127  
                                 
Income before income tax expense     40,798,699       41,703,934       85,062,135       82,992,964  
                                 
Income tax expense     6,743,682       6,867,434       13,451,137       13,817,973  
                                 
Net income     34,055,017       34,836,500       71,610,998       69,174,991  
                                 
Less: Net income attributable to noncontrolling interest     5,412,147       3,806,016       11,383,051       8,152,658  
                                 
Net income attributable to China Biologic Products Holdings, Inc.     28,642,870       31,030,484       60,227,947       61,022,333  
                                 
Earnings per share of ordinary share:                                
       Basic     0.84       1.10       1.76       2.17  
        Diluted     0.83       1.09       1.75       2.15  
Weighted average shares used in computation:                                
       Basic     33,213,938       27,213,984       33,187,923       27,199,011  
       Diluted     33,345,062       27,478,935       33,347,605       27,472,301  
                                 
Net income     34,055,017       34,836,500       71,610,998       69,174,991  
                                 
Other comprehensive income:                                
Foreign currency translation adjustment, net of nil income taxes     (43,595,004 )     10,692,318       (11,801,779 )     13,413,286  
                                 
Comprehensive income     (9,539,987 )     45,528,818       59,809,219       82,588,277  
                                 
Less: Comprehensive income attributable to noncontrolling interest     508,757       4,859,899       9,872,451       9,510,461  
                                 
Comprehensive income attributable to China Biologic Products Holdings, Inc.     (10,048,744 )     40,668,919       49,936,768       73,077,816  

 

Page 14

 

 

CHINA BIOLOGIC PRODUCTS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

    June 30, 2018     December 31, 2017  
    USD     USD  
ASSETS                
Current Assets                
Cash and cash equivalents     103,299,204       219,336,848  
Time deposits     118,272,768       22,895,200  
Financial instruments     144,601,301       -  
Accounts receivable, net of allowance for doubtful accounts     105,802,083       77,267,275  
Loan receivable - current     -       45,912,000  
Inventories     230,257,973       209,570,835  
Prepayments and other current assets, net of allowance for doubtful accounts     26,233,100       18,139,453  
Total Current Assets     728,466,429       593,121,611  
                 
Property, plant and equipment, net     182,744,108       166,812,749  
Intangible assets, net     59,629,211       536,338  
Land use rights, net     28,838,934       24,853,163  
Equity method investment     16,161,541       14,903,908  
Loan receivable - non-current     45,342,000       -  
Goodwill     329,364,009       -  
Other non-current assets     10,371,424       8,829,648  
Total Assets     1,400,917,656       809,057,417  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities                
Accounts payable     6,201,994       7,548,909  
Income tax payable     13,313,019       14,258,544  
Other payables and accrued expenses     97,068,349       75,827,864  
Total Current Liabilities     116,583,362       97,635,317  
                 
Deferred income     3,181,686       3,476,877  
Non-current income tax payable     33,817,138       37,067,138  
Other liabilities     13,827,349       6,553,088  
Total Liabilities     167,409,535       144,732,420  
                 
Shareholders’ Equity                
Ordinary share:                
par value $0.0001;                
100,000,000 shares authorized;                
35,498,338 and 29,866,545 shares issued at June 30, 2018 and December 31, 2017, respectively;                
33,243,634 and 27,611,841 shares outstanding at June 30, 2018 and December 31, 2017, respectively     3,550       2,987  
Additional paid-in capital     595,732,735       140,230,395  
Treasury share: 2,254,704 shares at June 30, 2018 and December 31, 2017, respectively, at cost     (56,425,094 )     (56,425,094 )
Retained earnings     566,654,383       506,426,436  
Accumulated other comprehensive income     (2,333,875 )     7,957,304  
Total equity attributable to China Biologic Products Holdings, Inc.     1,103,631,699       598,192,028  
                 
Noncontrolling interest     129,876,422       66,132,969  
                 
Total Shareholders’ Equity     1,233,508,121       664,324,997  
                 
Commitments and contingencies     -       -  
                 
Total Liabilities and Shareholders’ Equity     1,400,917,656       809,057,417  

 

Note: “Ordinary share” when used with respect to a date before July 21, 2017 refers to the common stock of our predecessor, China Biologic Products, Inc.

 

Page 15

 

 

CHINA BIOLOGIC PRODUCTS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the Six Months Ended  
    June 30,     June 30,  
    2018     2017  
    USD     USD  
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net income     71,610,998       69,174,991  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation     6,577,959       6,043,854  
Amortization     5,149,167       683,276  
Loss on sale of property, plant and equipment     98,555       119,557  
Fair value changes of financial instruments     (2,626,465 )     -  
Allowance (reversal) for doubtful accounts - accounts receivable, net     (4,703 )     23,783  
Deferred tax benefit     (4,314,498 )     (166,369 )
Share-based compensation     19,846,826       16,201,189  
Equity in income of an equity method investee     (1,498,554 )     (1,884,102 )
Change in operating assets and liabilities:                
Accounts receivable     (30,298,478 )     (26,068,071 )
Inventories     (21,365,581 )     (22,769,252 )
Prepayments and other current assets     (8,339,852 )     (1,862,700 )
Accounts payable     (1,321,840 )     33,359  
Income tax payable     (1,747,739 )     519,895  
Other payables and accrued expenses     17,286,649       (2,910,237 )
Deferred income     (261,672 )     (242,713 )
Non-current income tax payable     (3,250,000 )     -  
Net cash provided by operating activities       45,540,772       36,896,460  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Cash acquired from acquisition of Tianxinfu     97,702,278       -  
Purchase of time deposit     (206,656,231 )     -  
Maturity of time deposit     108,029,200       -  
Purchase of financial instruments     (322,948,071 )     -  
Maturity of financial instruments     174,086,107       -  
Payment for property, plant and equipment     (18,443,583 )     (15,975,643 )
Payment for intangible assets and land use rights     (700,720 )     (667,068 )
Proceeds from sale of property, plant and equipment     17,562       24,674  
Net cash used in investing activities     (168,913,458 )     (16,618,037 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                  
Proceeds from stock option exercised     766,906       506,239  
Proceeds from short-term bank loans     -       23,009,280  
Repayment of short-term bank loan     -       (8,715,000 )
Net cash provided by financing activities       766,906       14,800,519  
                 
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH     6,568,136       4,399,014  
                 
NET INCREASE  IN CASH AND CASH EQUIVALENTS     (116,037,644 )     39,477,956  
                 
Cash and cash equivalents at beginning of period     219,336,848       183,765,533  
                 
Cash and cash equivalents at end of period     103,299,204       223,243,489  
                 
Supplemental cash flow information                
Cash paid for income taxes     23,356,958       13,621,188  
Noncash investing and financing activities:                
Acquisition of property, plant and equipment included in payables     5,028,782       4,202,934  
Issuance of ordinary shares in connection with the Tianxinfu acquisition     434,889,170       -  

 

Page 16

 

 

CHINA BIOLOGIC PRODUCTS HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES


    For the Three Months Ended  
    June 30,     June 30,  
    2018     2017  
    USD     USD  
Income from Operations     35,857,690       39,400,879  
Non-cash employee stock compensation     10,837,592       8,129,124  
Amortization of acquired intangible assets and land use rights     2,472,350       -  
Adjusted Income from Operations - Non GAAP     49,167,632       47,530,003  
                 
Net Income Attributable to the Company     28,642,870       31,030,484  
Non-cash employee stock compensation     9,914,207       7,475,563  
Amortization of acquired intangible assets and land use rights     1,681,198       -  
Adjusted Net Income Attributable to the Company - Non GAAP     40,238,275       38,506,047  
Diluted EPS - Non GAAP     1.17       1.35  
                 
Weighted average number of shares used in computation of Non GAAP diluted EPS     33,345,062       27,478,935  

 

    For the Six Months Ended  
    June 30,     June 30,  
    2018     2017  
    USD     USD  
Income from Operations     74,831,653       78,216,837  
Non-cash employee stock compensation     19,846,826       16,201,189  
Amortization of acquired intangible assets and land use rights     4,629,652       -  
Adjusted Income from Operations - Non GAAP     99,308,131       94,418,026  
                 
Net Income Attributable to the Company     60,227,947       61,022,333  
Non-cash employee stock compensation     18,176,844       14,913,802  
Amortization of acquired intangible assets and land use rights     3,148,163       -  
Adjusted Net Income Attributable to the Company - Non GAAP     81,552,954       75,936,135  
Diluted EPS - Non GAAP     2.37       2.67  
                 
Weighted average number of shares used in computation of Non GAAP diluted EPS     33,347,605       27,472,301  

 

Page 17

 

Exhibit 99.2

 

Supplemental Agreement to Strategic Cooperation Agreement to Source Raw Plasma

 

Party A: Xinjiang Deyuan Bioengineering Co., Ltd. (“Xinjiang Deyuan”)

Registered Address: No.399, Dongrong Street, North District, High-tech Zone, Urumqi, Xinjiang, China

Legal Representative: Lv Xianzhong

 

Party B: Guizhou Taibang Biological Products Co., Ltd. (“Guizhou Taibang”)

Registered Address: Zhulin Village, Huaxi District, Guiyang City

Legal Representative: Li Hui

 

Party C: Lv Xianzhong

 

On August 28, 2015, Parties A, B, and C signed the Strategic Cooperation Agreement to Source Raw Plasma (the “2015 Cooperation Agreement”), which will expire on July 31, 2018. In view of Party A’s inability to repay principal and interest to Party B on schedule, Party A’s need to receive financing from Party B, and Party B’s need to entrust the operations of the Six Plasma Collection Stations, including the Zepu plasma collection station, to Party A and source plasma from these collection stations, Party A is willing to continue to supply source plasma to Party B from the Six Plasma Collection Stations, including the Zepu plasma collection station, as listed in the 2015 Cooperation Agreement. After adequate and friendly negotiations, Parties A, B, and C hereto agree as follows:

 

1. The term of financing and source plasma supply cooperation agreed upon in the 2015 Cooperation Agreement is extended for three years until July 31, 2021; Zepu County Taibang Plasma Co., Ltd., Cele County Taibang Plasma Co., Ltd., Shule County Taibang Plasma Co., Ltd., Xinhe County Taibang Plasma Co., Ltd., Jimusaier County Plasma Co., Ltd., and Hotan Kunyu Taibang Plasma Co., Ltd. (the “Six Plasma Collection Stations”) will continue to supply source plasma to Party B. During the extended period of cooperation, the accumulated supply of source plasma supplied by the Six Plasma Collection Stations shall be no less than 500 tonnes and is targeted to reach 600 tonnes. Such source plasma supply will begin to be counted from the date upon which the Six Plasma Collection Stations complete the supply of 500 tonnes of source plasma agreed in the 2015 Cooperation Agreement.

 

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2. The maturity date of the Loan under clause 2.3 of the 2015 Cooperation Agreement is amended to be July 31, 2021. During the Loan term from August 1, 2018, to July 31, 2021, the annual interest rate agreed under clause 2.4.1 of the 2015 Cooperation Agreement is amended to be 8%.

 

3. Clause 2.4.2.1 of the 2015 Cooperation Agreement is amended and restated as following: The interest shall be paid on a monthly basis, and the date of the interest payment shall be the last day of each month. In the event that, for a specific month, the management fee sets off part of the principal amount of the Loan, then, due to the change in the interest-bearing principal, the interest for such month will be calculated based on segmented rates partitioned by the date on which the principal of the Loan is partially set off by the management fee (such date shall be deemed to be the day after the relevant source plasma is delivered to Party B).

 

4. Party A and the Six Plasma Collection Stations shall provide invoices on all of Party B's paid transactions in accordance with the actual expenditures of Party B before August 31, 2018. If Party A and the Six Plasma Collection Stations fail to issue invoices in time according to law, Party A shall compensate Party B for any tax related losses caused (including but not limited to Party B being noticed for evaded tax, late payment fees, and fines by the tax authority), except that Party A is not obligated to compensate Party B if the invoice is not issued to Party B in time due to Party B’s failure to provide the billing information in a timely manner, Party B’s failure to pay for source plasma supply in a timely manner (except when Party A’s receivables are frozen by the court), or other reasons not caused by Party A, such as Party B’s own tax compliance issues.

 

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5. Starting August 1, 2018, Party A shall issue and deliver an invoice to Party B within 7 working days of the month following the month when the management fee is settled by Party B (including settlement by the management fee’s setting off the equivalent amount of principal and interest of the Loan). The Six Plasma Collection Stations shall issue and deliver an invoice to Party B within 7 working days of the month following the month when receiving source plasma payment from Party B. If Party A and the Six Plasma Collection Stations fail to issue invoices and send them in time to Party B, Party B can refuse to pay the Six Plasma Collection Stations for source plasma until invoices are received, except that Party B cannot refuse to pay if Party A and the Six Plasma Collection Station’s failure to issue the invoice in time is caused by Party B’s failure to provide the billing information in a timely manner, Party B’s failure to pay for source plasma supply in a timely manner, or other reasons not caused by Party A, such as Party B’s own tax compliance issues.

 

6. Considering that the cost of source plasma collection across the Six Plasma Collection Stations has increased, clause 3.2.2 of the 2015 Cooperation Agreement is amended as follows: based on the quantity of qualified source plasma supplied by the Six Plasma Collection Stations to Party B, Party B shall pay RMB 850,000 per tonne of source plasma according to the supply contract and this agreement to the Six Plasma Collection Stations, and Party B shall pay RMB 300,000 per tonne of source plasma to Party A as management fees (which refers to the management service fee for Party A’s management of the Six Plasma Collection Stations as entrusted by Party B). Such management fees that Party A is entitled to receive from Party B shall be used to set off the interest payable by Party A to Party B under the Loan. If Party A's received management service fees exceed the interest payable to Party B, the excess shall be used to set off an equivalent amount of the principal of the Loan.

 

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7. Party A shall actively raise funds from other channels and strive to pay the principal and interest of the Loan to Party B in advance. If Party A fully repays the principal and interest to Party B and settles the invoices of Party A and the Six Plasma Collection Stations to Party B, then the three parties may terminate the financing and source plasma supply cooperation.

 

8. Except as expressly amended and/or superseded by this Supplemental Agreement, the 2015 Cooperation Agreement remains in full force and effect.

 

9. After the Supplemental Agreement comes into effect, it becomes an integral part of the 2015 Cooperation Agreement and has the same legal effect as the 2015 Cooperation Agreement. In the event of a conflict between this Supplemental Agreement and the 2015 Cooperation Agreement, this Supplemental Agreement shall prevail.

 

10. Upon the expiration of this Supplemental Agreement, Parties A and B may agree on an extension of this Supplemental Agreement if conditions at the time require the two parties’ cooperation.

 

11. This Supplemental Agreement is made in nine counterparts, and each party holds three. Each counterpart has the same legal effect.

 

(The below is left blank for Parties A, B, and C to sign and seal)

 

Party A (seal): Xinjiang Deyuan Bioengineering Co., Ltd.

Legal Representative or Authorized Representative Signature:

 

Party B (seal): Guizhou Taibang Biological Products Co., Ltd.

Legal Representative or Authorized Representative Signature:

 

Party C (Lv Xianzhong) Signature:

 

August 1, 2018

 

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