Securities Registration: Employee Benefit Plan (s-8)
08 Mayo 2020 - 3:36PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 8, 2020
Registration
No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China Biologic Products Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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Cayman Islands
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75-2308816
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18th
Floor, Jialong International Building
19
Chaoyang Park Road
Chaoyang
District, Beijing 100125
People’s
Republic of China
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(Address,
including zip code, of principal executive offices)
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China Biologic Products Holdings, Inc.
2019 Equity Incentive Plan
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(Full title of the plans)
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Cogency
Global Inc.
122
East 42nd Street, 18th floor
New
York, NY 10168
(+1)
212-947-7200
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Name,
address and telephone number, including area code, of agent for service)
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Copies to:
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Joseph Chow
Chief Executive Officer
China Biologic Products Holdings, Inc.
18th
Floor, Jialong International Building
19
Chaoyang Park Road, Chaoyang District
Beijing
100125, People’s Republic of China
(+86)
10-6598-3111
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Howard Zhang, Esq.
Davis Polk & Wardwell LLP
2201 China World Office 2
1 Jian Guo Men Wai Avenue, Chao Yang District
Beijing 100004, the People’s Republic
of China
(+86) 10-8567-5000
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary shares, par value $0.0001 per share
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1,650,000
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$105.87(2)
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$174,685,500.00
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$22,674.18
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(1)
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Represents ordinary shares, par value $0.0001 per share of the Registrant (the “Ordinary Shares”), issuable under
the China Biologic Products Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate
amount of Ordinary Shares which may be offered or issued to prevent dilution resulting from share splits, share dividends or similar
transactions as provided in the Plan.
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(2)
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The proposed maximum offering price per share, which is estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s
Ordinary Shares as quoted on the Nasdaq Global Select Market on May 4, 2020.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note
to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants
in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed
with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.
(a) The
Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission on March 12,
2020; and
(b) The
description of the Registrant’s Ordinary Shares contained in the Registrant’s current report on Form 8-K12B filed with
the Commission by the Registrant on July 21, 2017, including all amendments and reports filed for the purpose of updating such
description.
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold,
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences or committing a crime.
The Registrant’s currently effective
memorandum and articles of association provide that the Registrant will indemnify its directors and officers against any liability,
action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, which any director or officer may incur
as a result of any act or failure to act in carrying out their functions other than such liability that they may incur by reason
of their own actual fraud or willful default.
The Registrant has entered into indemnification
agreements with its directors and senior officers, pursuant to which the Registrant will indemnify the directors and officers against
certain liabilities and expenses incurred by them in connection with claims made by reason of their being a director or officer
of the Registrant.
The Registrant also maintains insurance
policies that indemnify its directors and officers against various liabilities that may be incurred by them in their capacity as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
ITEM 9. REQUIRED UNDERTAKINGS
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, China, on May 8, 2020.
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China Biologic Products Holdings, Inc.
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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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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Joseph Chow and Ming Yang, and each of them acting individually and without the other, as his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her
name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits
thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Joseph Chow
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Chief Executive Officer
(Principal Executive Officer)
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May 8, 2020
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Name: Joseph Chow
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Chairman of the Board of Directors
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/s/ Ming Yang
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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May 8, 2020
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Name: Ming Yang
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/s/ David Hui Li
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Director
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May 8, 2020
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Name: David Hui Li
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/s/ Sean Shao
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Director
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May 8, 2020
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Name: Sean Shao
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/s/ Yungang Lu
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Director
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May 8, 2020
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Name: Yungang Lu
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/s/ Yue’e Zhang
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Director
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May 8, 2020
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Name: Yue’e Zhang
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/s/ Qi Ning
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Director
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May 8, 2020
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Name: Qi Ning
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the
Securities Act of 1933, the undersigned, the duly authorized representative in the United States of China Biologic Products Holdings,
Inc., has signed this registration statement or amendment in New York, United States of America on May 8, 2020.
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Authorized U.S. Representative
Cogency Global Inc.
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By:
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/s/ Colleen A. De
Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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China Bioligic Products (NASDAQ:CBPO)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
China Bioligic Products (NASDAQ:CBPO)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
