In the wake of successful acquisitions of
Yunnan SiLin Pharmaceutical Commercial Co., Ltd.
Tonghua Huachen Pharmaceutical Co., Ltd.
Tonghua Huachen Chinese Herbal Planting Co., Ltd.
Beijing Zhihe Ruikang Hospital Management Ltd.
through China North Pharmacy Company (CNPC), BioPharm Asia has preliminarily completed the integration of industry chain, extending the sole trading business (including terminal chain stores, distribution and wholesales business) to pharmaceutical manufacturing and cultivation of medicinal raw materials.
In 2008, the total revenue of BioPharm Asia's China branches reached to $94 million USD, and $14 million USD generated in after-tax income approximately. Total 383 chain drug stores of Tonghua ShengAnTang were spread all over Jilin province of China, and Yunnan SiLin has established its mature distribution net of medicines covering northeast and southwest regions. The annual production capacity of Huachen Pharmaceutical includes tablets 120 million, capsule 150 million, 40 million packets of granule and 200 million bottles of oral solution. Furthermore, Huachen Herbal invested to build a GAP demonstration park where the total planting area covered 233 ha.
Starting from 2009, BioPharm Asia has been taking great effort to extend its industry scale in China. By 2011, BioPharm is estimated to complete its chain drugstores sales system establishment, accomplishing with various medicine production capacity, covering Chinese prepared medicines, western medicines, Tibetan medicines and Yi ethnic medicines, and become a large pharmaceutical industry investment group with international integrated marketing capability.
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
BIOPHARM ASIA, INC.
(Exact Name of Registrant as Specified in its Charter)
(State of incorporation)
(Commission File Number)
| || || |
New Agriculture Development Park
Daquan Village, Tonghua County, Jilin Province, P.R. China
(Address of principal executive offices)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2011, China Northern Pharmacy Holding Group Limited, a wholly-owned subsidiary of BioPharm Asia, Inc. (the "Company"), entered into an agreement to transfer all of the outstanding shares of its subsidiary Tonghua S&T Medical & Pharmacy Company Limited ("PHARMACY") and its subsidiary Yunnan Silin Pharmaceutical Company Limited ("Silin") to City Well International Limited for RMB 200 million, or approximately $30.5 million, based upon prevailing exchange rates.
PHARMACY is an operating company engaged in drug logistics and distribution in the People's Republic of China ("PRC") which as of December 31, 2010 owned and operated 360 retail drug stores. In addition, PHARMACY owns 100% of Silin, a PRC company which is engaged in the sale of medicine products to hospitals and pharmacy shops. Management of PHARMACY and Silin had expressed displeasure at being a public company and the Company determined that it was in the interests of the Company's shareholders to consummate the sale as described herein rather than continue the dispute with the disgruntled management and, potentially, lose the entire value of the operations of PHARMACY and Silin without receiving any compensation.
It is anticipated that the closing of the transfer will occur on or before April 1, 2011.
Management of the Company will seek to apply the net proceeds of the transaction to the acquisition of one or more new businesses.
Item 7.01 Regulation FD Disclosure.
On March 28, 2011, BioPharm Asia, Inc. (the "Company"), reported that it has entered into a letter of intent to acquire 100% of the outstanding shares of Hubei HolleyZhengyuan Pharmaceutical Company Limited ("HBHLZY"). HBHLZY, founded in November, 2004, is a wholesale distributor of pharmaceutical products, located at the CBD of Wuhan city, Hubei province.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 2009
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 000-25487