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): July 30, 2008 (July 24, 2008) |
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CHINA BIOLOGIC PRODUCTS, INC. | ||||||||
(Exact name of registrant as specified in its charter) | ||||||||
Delaware | 000-52807 | 75-2308816 | ||||||
(State of Incorporation) | (Commission File No.) | (IRS Employer ID No.) | ||||||
No. 14 East Hushan Road, | ||||||||
Taian City, Shandong 271000 | ||||||||
People's Republic of China | ||||||||
(Address of Principal Executive Offices) | ||||||||
(+86) 538 -620-3897 | ||||||||
Registrant's Telephone Number, Including Area Code |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS. Departure of Directors. On and effective July 24, 2008, Messrs. Chao Ming Zhao and
Guangli Pang resigned as directors of China Biologic Products, Inc. (the
"Company"). Messrs. Zhaos and Pangs resignations were submitted to
facilitate the appointment of the independent directors disclosed below and not
because of any disagreement with the Company on any matter relating to the
Companys operations, policies or practices. Mr. Zhao will continue to perform his role as Chief Executive
Officer of the Company. Appointment of New Independent Directors. On and effective July 24, 2008, the Board of Directors of the
Company appointed Mr. Sean Shao, Dr. Jie Gan, and Dr. Tong Jun Lin to serve on
the Board as independent directors of the Company (the Independent Directors),
as that term is defined by Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc. A copy of the press release announcing such
appointment is attached to this report as Exhibit 99.1. On July 24, 2008, each of the Independent Directors also
entered into the Companys form of Independent Director Agreement and
Indemnification Agreement. Under the terms of the Independent Director
Agreement, the Company agreed to pay each of the Independent Directors an annual
salary of $18,000 as compensation for the services to be provided by them as
Independent Directors, except that Mr. Shao will receive an additional $6,000 as
compensation for his role as head of the Companys Audit Committee, as disclosed
in Item 8.01 below. In addition, the Company agreed to grant to each of the
Independent Directors an option to purchase 20,000 shares of the Companys
common stock with an exercised price of $4.00 per share, of which 10,000 shares
will be vested on January 25, 2009 and the remaining 10,000 shares will be
vested on July 25, 2009. Under the terms of the Indemnification Agreement, the Company
agreed to indemnify each of the Independent Directors against expenses,
judgments, fines, penalties or other amounts actually and reasonably incurred by
them in connection with any proceeding if the Independent Directors acted in
good faith and in the best interests of the Company. This brief description of
the terms of the Independent Director Agreement and Indemnification Agreement is
qualified by reference to the provisions of the forms of agreements attached to
this report as Exhibits 10.1 and 10.2. Mr. Sean Shao has served as the
Chief Financial Officer of Trina Solar Limited since August 2006, where he
assisted them in listing on the NYSE in December 2006. Prior to that, Mr. Shao
served, from September 2005 to August 2006, as the Chief Financial Officer of
ChinaEdu Corporation, a Chinese educational service provider, and from August
2004 to September 2005, as the Chief Financial Officer of Watchdata Technologies
Ltd., a Chinese security software company. Prior to that Mr. Shao served, from
October 1998 to July 2004, as a senior manager at Deloitte Touche Tohmatsu CPA
Ltd., Beijing, and from December 1994 to November 1997, as an assistant manager
at Deloitte & Touche, Toronto. Mr. Shao received his Masters degree in Health
Care Administration from the University of California at Los Angeles in 1988 and
his Bachelors degree in Art from East China Normal University in 1982. Mr. Shao
is an associate member of the American Institute of Certified Public
Accountants. Mr. Shao also serves as an Independent Director of China
Information Security Technology, Inc., a provider of public security services in
China.
Dr. Jie Gan has served as an associate professor of
finance in the School of Business and Management at Hong Kong University of
Science and Technology (HKUST) since 2002. Prior to joining HKUST, Dr. Gan
served, from 2000 to 2002, as an assistant professor at the Columbia University,
Graduate School of Business. Dr. Gan has also worked as a consultant for CRA
International (formerly Charles River Associates), one of the largest finance
and economics consulting firms in the U.S., and her consulting experience spans
company valuation, securities fraud and anti-trust, in a range of industries
including financial services, consumer goods and energy. Dr. Gan holds a Master
Degree of Urban Economics from Beijing University and a PhD in Financial
Economics from Massachusetts Institute of Technology and has been published in
top academic journals such as the Journal of Financial Economics and the Review
of Financial Studies. Dr. Tong Jun Lin has served as an Associate Professor in
the Departments of Microbiology and Immunology and Pediatrics, Dalhousie
University since 2000 and has focused his research in immune response to
microbial pathogens. Dr. Lin received his MD (1984) and PhD (1990) degrees from
the Institute of Materia Medica at the Chinese Academy of Medical Sciences, and
his post-doctoral training at the University of Alberta (1993-1997), Duke
University (1997-1998) and Dalhousie University (1998-2000). He has published 43
peer-reviewed research articles in leading journals and is a member of the
American Association of Immunologists and the Canadian Society for
Immunologists. Dr. Lin is a recipient of the New Investigator Award from
Canadian Institutes of Health Research (2003-2008) and an Award of Excellence in
Medical Research from Dalhousie University (2004). There are no arrangements or understandings between any of
the Independent Directors and any other persons pursuant to which they were
selected as directors. There are no transactions between the Company and any of
the Independent Directors that would require disclosure under Item 404(a) of
Regulation S-K. ITEM 8.01 OTHER EVENTS. On July 24, 2008, the Board of Directors of the Company also
established an Audit Committee and appointed the Companys independent
directors, Sean Shao, Jie Gan, and Tong Jun Lin as the members of the Audit
Committee. Sean Shao was appointed as the Chair of the committee, and he will be
paid an additional annual salary of $6,000 as compensation for this service. A
copy of the Audit Committee Charter is attached to this report as Exhibit 99.2,
and is incorporated herein by reference. The Audit Committee Charter will be
posted on the corporate governance page of the Companys website as soon as
practical.
The Board of Directors of the Company also determined that Mr. Shao possesses the accounting or related financial management experience that qualifies him as "financially sophisticated" within the meaning of Rule 4350(d)(2)(A) of the Marketplace Rules of The Nasdaq Stock Market, Inc., and that he is an "audit committee financial expert" as defined by the rules and regulations of the Securities and Exchange Commission.
The Companys announcement of the foregoing is included in the Press Release attached to this report as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits
SIGNATURES Pursuant to the requirements of the
Securities and 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, INC. | ||
Date: July 30, 2008 | /s/ Chao Ming Zhao | |
Chao Ming Zhao | ||
President and Chief Executive Officer |
EXHIBIT INDEX