Report of Foreign Issuer (6-k)
20 Mai 2020 - 11:00PM
Edgar (US Regulatory)
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 May 2020
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.
Latest Development of Cooperation with
Xinjiang Deyuan
As disclosed in the annual report on Form
20-F filed by China Biologic Products Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on
March 12, 2020, since November 2019, the Company’s cooperation partner Xinjiang Deyuan Bioengineering Co., Ltd. (“Xinjiang
Deyuan”) has significantly reduced the plasma volume delivered to the Company due to Xinjiang Deyuan’s operating cash
shortfall and its disagreement with the Company regarding payment arrangements for the plasma. Pursuant to the strategic cooperation
agreement (the “Cooperation Agreement”) entered into in August 2015 among the Company’s subsidiary Guizhou Taibang
Biological Products Co., Ltd. (“Guizhou Taibang”), Xinjiang Deyuan and its controlling shareholder (as supplemented
by a supplementary agreement entered into in August 2018), Xinjiang Deyuan has the obligation to supply to Guizhou Taibang no less
than 500 tonnes of source plasma over a three year period from August 2018 to August 2021. As of the date hereof, Xinjiang Deyuan
has supplied to Guizhou Taibang approximately 308 tonnes of source plasma under the supplementary agreement. As part of the Cooperation
Agreement, Guizhou Taibang lent to Xinjiang Deyuan a loan (the “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. As of the date hereof,
the outstanding principal amount of the Loan is approximately RMB248 million and the overdue interest owed by Xinjiang Deyuan to
Guizhou Taibang amounts to approximately RMB10 million.
The Company has been negotiating with Xinjiang
Deyuan to try to resolve the disagreement regarding Xinjiang Deyuan’s performance of plasma supply obligations and repayment
of the principal and interest under the Loan. In addition, on March 17, 2020, Guizhou Taibang filed two lawsuits against Xinjiang
Deyuan in the Beijing Third Intermediate People’s Court and the Beijing Chaoyang People’s Court, respectively. The
main claims of Guizhou Taibang in these litigations include (i) a demand for Xinjiang Deyuan to repay the outstanding principal
amount and interest under the Loan; (ii) a demand for Xinjiang Deyuan to refund the prepaid deposit Guizhou Taibang previously
delivered to Xinjiang Deyuan under the Cooperation Agreement; and (iii) a plead to the court to auction or otherwise sell the pledged
shares of Xinjiang Deyuan held by its controlling shareholder and distribute the proceeds to Guizhou Taibang to the extent of the
foregoing claims on a priority basis. As of the date hereof, both litigations are at the pretrial stage.
After filing the two lawsuits, the Company
has recently learned from public sources that Xinjiang Deyuan has designated five of the six plasma collection stations covered
by the Cooperation Agreement to supply source plasma to a third party, Southern Shuanglin Bio-Pharmacy Co., Ltd. As a result, these
plasma stations could no longer supply source plasma to Guizhou Taibang. The Company views this as a serious breach of the Cooperation
Agreement, and the Company issued a press release commenting on it, a copy of which is attached as Exhibit 99.3 to this Form 6-K.
The Company will take further legal actions to protect its rights while continuing to litigate the two filed cases vigorously.
In the meantime, the Company is continuing out-of-court negotiations with Xinjiang Deyuan and attempting to obtain mutually satisfactory
settlement to the extent possible.
Safe Harbor Statement
This Form 6-K 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.
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 Form 6-K. Other than as required under the securities
laws, the Company does not assume a duty to update these forward-looking statements.
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.
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CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
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Date:
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May 20, 2020
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By:
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/s/ Joseph Chow
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Name:
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Joseph Chow
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Title:
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Chairman of the Board of Directors
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press release dated May 20, 2020 titled “China Biologic Reports Financial Results for the First Quarter of 2020”
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99.2
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China Biologic First Quarter 2020 Financial Results
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99.3
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Press release dated May 20, 2020 titled “China Biologic Comments on the Xinjiang Deyuan and Shuanglin Transaction”
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