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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Biostar Pharmaceuticals Inc (CE) | USOTC:BSPM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
20-8747899
|
|
(State or other jurisdiction of incorporation of origination)
|
(I.R.S. Employer Identification Number)
|
No. 588 Shiji Xi Avenue
Xianyang, Shaanxi Province
People’s Republic of China
|
712046
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
NASDAQ Stock Market LLC
(NASDAQ Global Market)
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Large accelerated filer
¨
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Accelerated filer
¨
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||
Non-accelerated filer
¨
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Smaller reporting company
x
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Page
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PART I
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Item 1.
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4
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Item 1A
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20 | |
Item 1B
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21 | |
Item 2.
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21 | |
Item 3.
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21 | |
Item 4.
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21 | |
PART II
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||
Item 5.
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22 | |
Item 6.
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23 | |
Item 7.
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23 | |
Item 7A.
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32 | |
Item 8.
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33 | |
Item 9.
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36 | |
Item 9A.
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36 | |
Item 9B.
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36 |
PART III
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Item 10.
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37 | |
Item 11.
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41 | |
Item 12.
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44 | |
Item 13.
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46 | |
Item 14.
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46 | |
Item 15.
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47 | |
48 |
Name
|
Treatments
|
Benefits and Side Effects
|
SFDA Classification
|
XinAoxing Oleanolic Acid Capsule
|
Hepatitis B
|
Relieves hepatic injury, reduce glutamic-pyruvic transaminase activity, reduce r-GLO. Believed to promote hepatic cell regeneration, to be effective in hepatic coma treatment, to inhibit fibrous hyperplasia and prevent hepatocirrhosis. Used to reduce hepatic damage caused by HBV regeneration.
|
OTC
|
Ganwang Compound Paracetamol Capsule
|
Colds, runny nose, sore throat pain, headache and fever
|
Relieves the symptoms of the common cold, including runny nose, sniffles and sneezing. Some patients experience symptoms of anorexia, queasiness and upset stomach after use.
|
OTC
|
Tianqi Dysmenorrhea Capsule
|
Dysmenorrhea
|
Traditional Chinese medicine used for treatment of pain and other symptoms associated with menstruation. There are no known side effects.
|
OTC
|
Danshen Granule
|
Coronary heart disease, myocarditis and angina pectoris
|
Believed to stimulate circulation to end stasis, regulating the flow of
qi
(vital energy) to alleviate pain. There are no known side effects.
|
Prescription
|
Taohuasan Pediatric Medicine
|
Bronchial congestion and coughs
|
Used for the treatment for children’s cough and respiratory tract infection. There are no known side effects.
|
Prescription
|
Hernia Belt
|
Hernia
|
Relieves hernia, no side effects
|
Medical Device
|
Tangning Capsule
|
Diabetes
|
Believed to treat type II diabetes
|
Nutrient, OTC
|
Yizi Capsule
|
Fertility
|
Believed to aid fertility and helps in fetal development during pregnancy
|
Nutrient, OTC
|
Shengjing Capsule
|
Kidney
|
Believed to replenish kidney function
|
Nutrient, OTC
|
Aoxing Ointment
|
Psoriasis, vitiligo and various dermatitis
|
Used to treat psoriasis, vitiligo and various dermatitis
|
Nutrient, OTC
|
Jingang Tablets
|
For waist and knees, impotence, nocturnal emission, premature ejaculation, frequent urination
|
Warming Yang and tonifying kidney, strong gluten Zhuanggu
|
Prescription
|
Compound Paracetamol and Amantadine Hydrochloride Tablets
|
Colds, influenza
|
Used to alleviate the symptoms of fever, headache, aching limbs, sneezing, runny nose, stuffy nose, sore throat caused by common cold and influenza.
|
OTC
|
Danxiang Rhinitis Tablets
|
For chronic simple rhinitis, allergic rhinitis, acute and chronic sinusitis.
|
Anti-inflammatory heat, expelling wind and cold, analgesic Tongqiao.
|
Prescription
|
Deafness Tongqiao pills
|
For hepatobiliary Huosheng, head dazzling swelling, deafness and tinnitus, ear pus, dry stool , urine-yellow.
|
Heat purging fire, dampness purge.
|
OTC
|
Yanlixiao Capsules
|
For heat syndrome bacillary dysentery, acute tonsillitis, acute and chronic bronchitis, acute gastroenteritis, acute mastitis and other infectious diseases.
|
Clearing and detoxifying, anti-inflammatory.
|
Prescription
|
Piracetam Tablets
|
Adapt to acute and chronic cerebrovascular disease, traumatic brain injury, memory loss
,
mild and moderate brain dysfunction caused by multiple reasons of a variety of toxic encephalopathy. And also for children retarded mental development.
|
Prescription
|
|
Huangyangning Tablets
|
For the patients with the symptoms of chest stuffiness and pains, Knotted and intermittent pulse; coronary heart disease, arrhythmias
|
Help Qi and blood circulation; relieve pain
|
Prescription
|
Hyperthyroidism Capsules
|
For the patients of hyperthyroidism with the symptoms of palpitations, sweating, irritability, dry throat, rapid pulse, and other symptoms of hyperthyroidism.
|
Pingganqianyang, Ruanjiansanjie.
|
Prescription
|
Products
|
Competitors
|
Xin Ao Xing Oleanlic Acid Capsule
|
Wulanhaote Zhong Meng pharmaceutical Co., Ltd., Yang Ling Mai Di Sen Pharmaceutical Co., Ltd. and other suppliers of prescription medicines that are used for hepatitis treatment
|
Ganwang Compound Paracetamol & Amantadine Hydrochloride Capsule
|
Jiang Xi Ren He Pharmaceuticals, Inc. and Hainan Asia Pharmaceuticals, Inc.
|
Danshen Granule
|
Yun Nan Yong An Pharmaceuticals, Inc. and Hai Nan Min Hai Pharmaceuticals, Ltd.
|
Taohuasan Pediatric Medicine
|
Shandong Bai Cao Pharmaceuticals, Ltd., and Chang Chun Ren Min Pharmaceuticals, Ltd.
|
Tianqi Dysmenorrhea Capsule
|
Yun Nan Yu Xi City Wei He Pharmaceutical, Ltd., and Shandong Phoenix Pharmaceuticals, Ltd.
|
Nutrient Products
|
Wulanhaote Zhong Meng Pharmaceutical Co., Ltd.,Yang Ling Mai Di Sen Pharmaceutical Co., Ltd. and other traditional Chinese medicine suppliers
|
Drug Administration Law of the PRC
was promulgated by the Standing Committee of National People’s Congress on February 28, 2001 and effective as of December 1, 2001, and its implementing guidelines were promulgated by the State Council on August 4, 2004 and effective as of September 15, 2002. According to Drug Administration Law of the PRC and its implementing guidelines, a pharmaceutical manufacturer is required to obtain a Pharmaceutical Manufacturing Permit and Drug Approval Number for each manufactured drug from the relevant SFDA’s provincial branch, which will be valid for five years and is renewable upon application before expiration. Accordingly, we are required to apply for these approvals and any extensions thereof for each of our products.
|
Administration Regulations for Drug Registration
was promulgated by the SFDA on July 10, 2007, and was effective as of October 1, 2007. The Administration Regulations for Drug Registration specifies the requirements and procedure for obtaining a Drug Approval Number for a new drug. It includes the requirements for clinical trial of new drugs, procedure for registering imported medicine and reporting and approval procedure for generic medicine
.
The Drug Approval Number is valid for five years and can be re-registered upon expiration. We are required to obtain a Drug Approval Number for each of our new drugs and reapply for an extension prior to the expiration date the drugs.
|
Good Manufacturing Practices (GMP) for Pharmaceutical Products
, as revised in 1998 was promulgated by the SFDA on June 18, 1999 and became effective as of August 1, 1999, and the
Authentication Regulations for Drug GMP
was promulgated by the SFDA on September 7, 2005 and became effective on October 1, 2005.
A pharmaceutical manufacturer must meet the GMP standards and obtain the GMP Certificate with a five-year validity period from SFDA. Before the GMP Certification expires, the pharmaceutical manufacturer must apply again and complete the relevant procedures, which may take about 120 working days, to obtain a new GMP Certificate. On October 24, 2007, the SFDA issued new guidelines for authentication standards of GMP, effective as of January 1, 2008. The new guideline may result in a rise of cost for a pharmaceutical manufacturer to meet the new standards in order to maintain the GMP qualification. If a pharmaceutical manufacturer fails to obtain or maintain GMP Certification and still carries on production of its drugs, it will be fined and its Pharmaceutical Manufacturing Permit may be revoked under serious circumstances. We are required to apply for a GMP certificate for each of our products and reapply prior to the expiration date and maintain our Pharmaceutical Manufacturing Permit.
|
Administration Regulations for Drug Call-back
was promulgated by the SFDA on December 10, 2007 and effective on the same day. According to the Administration Regulations for Drug Call-back, the pharmaceutical manufacturer should establish a drug call-back system and collect information regarding the drug safety. If a manufacturer discovers any unreasonable danger of drug that threatens people’s safety and health, it should immediately stop the manufacturing and sale of such drug, notify the distributors and report to the branch of the SFDA. This regulation also stipulates the procedures of drug call-back and danger valuation standards established and maintain a drug call back system in conformance the regulations.
|
Administration Regulations for Drug Instructions and Labels
was promulgated by the SFDA on March 15, 2006 and was effective as of June 1, 2006. According to Administration Regulations for Drug Instructions and Labels, the contents of instructions and labels of each drug must be approved by the SFDA, and the smallest packing unit of drug shall be attached with instruction. We have developed, received approval and maintain drug labeling in conformance with the regulations for our existing products and must do so for new products.
|
Supervision Administration Regulations for Drug Distribution
was promulgated by the SFDA on January 31, 2007 and effective as of May 1, 2007. According to Supervision Administration Regulations for Drug Distribution, a pharmaceutical manufacturer can only sell drugs produced by itself, and it shall not sell drugs produced by other manufacturers or produced by itself but for commissioning manufacturing purposes. We do not resell drugs from any other pharmaceutical manufacturers.
|
Regulations for Drug Advertisement Censoring
was promulgated by the SFDA and State Administration for Industry and Commerce (the “SAIC”) on March 13, 2007 and effective as of May 1, 2007.
The
Standards for Drug Advertisement Censoring and Publication
was promulgated by the SFDA and the SAIC
on March 3, 2007 and made effective as of May 1, 2007. According to Regulations for Drug Advertisement Censoring, a pharmaceutical manufacturer must obtain a Drug Advertisement Approval Number from the provincial branch of the SFDA which is valid period of one year if the drug advertisement describes the functions or benefits of a drug. However, if an over the counter drug advertisement in any media, or a prescription drug advertisement in professional medical magazine, only refers to the name of the drug, including the general name and commercial name, without any other addition promotional information, the advertisement does not need to be censored or approved. We have obtained a Drug Advertisement Approval Number for all our drugs and review all of our OTC drug advertisements so that they are in conformance with the regulations relating to advertising these products.
|
|
Food Hygiene Law and Rules on Food Hygiene Certification
mandates that a distributor of nutritional supplements and other food products must obtain a food hygiene certificate from relevant provincial or local health regulatory authorities. The grant of such certificate is subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality control systems, personnel and equipment. The food hygiene certificate is valid for four years, and the holder must apply for renewal of the certificate within six months prior to its expiration.
|
·
|
Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules;
|
·
|
Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.
|
Location
|
Principal Activities
|
Area(Sq meter)
|
LUR and Lease Term
|
No. 588 Shiji Xi Road, Xianyang, Shaanxi Province, PRC 712000
|
Headquarter, GMP Facility, R&D
|
19,036
|
50-year land use right expiring in June 2056
|
Wuquan Village Jiangcun Town Hu Country Xi'an City
|
Herb cultivation
|
343,983
|
40-year land lease expiring on May 4, 2049
|
Weihua Road, Weinan City, Shaanxi, PRC
|
GMP Facility, R&D
|
63,851
|
50-year land use right expiring in August 2053
|
Quarter Ended
|
High
|
Low
|
||||||
December 31, 2011
|
$
|
2.73
|
$
|
1.53
|
||||
September 30, 2011
|
$
|
4.23
|
$
|
2.04
|
||||
June 30, 2011
|
$
|
6.09
|
$
|
3.20
|
||||
March 31, 2011
|
$
|
8.19
|
$
|
5.52
|
||||
December 31, 2012
|
$
|
1.38
|
$
|
0.95
|
||||
September 30, 2012
|
$
|
1.41
|
$
|
1.17
|
||||
June 30, 2012
|
$
|
1.86
|
$
|
1.06
|
||||
March 31, 2012
|
$
|
3.15
|
$
|
1.86
|
Year Ended December 31,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Sales
|
% of total sales
|
Sales
|
% of total sales
|
|||||||||||||
Aoxing Pharmaceutical drugs and health products (capsule)
|
||||||||||||||||
Xin Aoxing Oleanolic Acid Capsule
|
$ | 23,361,384 | 47.4 | % | $ | 60,483,422 | 65.8 | % | ||||||||
Ganwang Compund Paracetamol Capsule
|
2,256,119 | 4.6 | % | 6,585,804 | 7.2 | % | ||||||||||
Tianqi Dysmenorrhea Capsule
|
2,534,147 | 5.1 | % | 6,543,902 | 7.1 | % | ||||||||||
Tangning Capsule
|
480,678 | 1.0 | % | 2,104,229 | 2.3 | % | ||||||||||
Yizi Capsule
|
964,714 | 2.0 | % | 4,527,489 | 4.9 | % | ||||||||||
Shengjing Capsule
|
297,918 | 0.6 | % | 950,256 | 1.0 | % | ||||||||||
Subtotal
|
29,894,960 | 60.6 | % | 81,195,102 | 88.3 | % | ||||||||||
Aoxing Pharmaceutical drugs and health products (non-capsule)
|
||||||||||||||||
Danshen Granule
|
4,131,009 | 8.4 | % | 4,140,322 | 4.5 | % | ||||||||||
Taohuasan Pediatrics Medicine
|
4,138,307 | 8.4 | % | 5,453,031 | 5.9 | % | ||||||||||
Aoxing Ointment
|
134,063 | 0.3 | % | 309,866 | 0.3 | % | ||||||||||
Subtotal
|
8,403,379 | 17.0 | % | 9,903,219 | 10.8 | % | ||||||||||
Shaanxi Weinan products (existing since 4th quarter 2011)
|
||||||||||||||||
Zhitong Tougu Plaster
|
1,352,454 | 2.7 | % | 518,256 | 0.6 | % | ||||||||||
Jiakangling Capsule
|
1,160,549 | 2.4 | % | 39,329 | 0.0 | % | ||||||||||
Qianlietong Capsule
|
809,947 | 1.6 | % | 98,886 | 0.1 | % | ||||||||||
Huangyangning Tablet
|
1,058,531 | 2.1 | % | 50,535 | 0.1 | % | ||||||||||
Fosfomycin Calcium Capsule
|
829,727 | 1.7 | % | 41,644 | 0.0 | % | ||||||||||
Wenweishu Capsule
|
955,817 | 1.9 | % | 22,687 | 0.0 | % | ||||||||||
Erythromycin Estolate Granule
|
169,598 | 0.3 | % | 15,462 | 0.0 | % | ||||||||||
Chuzhangze Haifu Tablet
|
1,092,168 | 2.2 | % | 47,513 | 0.1 | % | ||||||||||
Subtotal
|
7,428,791 | 15.1 | % | 834,312 | 0.9 | % | ||||||||||
Medical device
|
||||||||||||||||
Hernia belt
|
22,920 | 0.0 | % | 30,806 | 0.0 | % | ||||||||||
Shaanxi Weinan products (new)
|
||||||||||||||||
Compound Paracetamol Tablet
|
120,901 | 0.2 | % | - | 0.0 | % | ||||||||||
Piracetam Tablet
|
1,300 | 0.0 | % | - | 0.0 | % | ||||||||||
Jin'gang Tablet
|
292,215 | 0.6 | % | - | 0.0 | % | ||||||||||
Danxiang Rhinitis Tablet
|
135,417 | 0.3 | % | - | 0.0 | % | ||||||||||
Erlong Tongqiao Pill
|
48,154 | 0.1 | % | - | 0.0 | % | ||||||||||
Yanlixiao Capsule
|
89,782 | 0.2 | % | - | 0.0 | % | ||||||||||
Subtotal
|
687,769 | 1.4 | % | - | 0.0 | % | ||||||||||
Hospital products (new)
|
||||||||||||||||
Pharyngitis Granule
|
1,359,543 | 2.8 | % | - | 0.0 | % | ||||||||||
Gastritis Granule
|
523,093 | 1.1 | % | - | 0.0 | % | ||||||||||
Nasosinusitis Granule
|
997,389 | 2.0 | % | - | 0.0 | % | ||||||||||
Subtotal
|
2,880,025 | 5.8 | % | - | 0.0 | % | ||||||||||
Shaanxi Weinan products (discontinued)
|
||||||||||||||||
Huaren Changweitong Capsule
|
- | 0.0 | % | 2,066 | 0.0 | % | ||||||||||
Total Sales
|
$ | 49,317,844 | 100.0 | % | $ | 91,965,505 | 100.0 | % |
Year Ended December 31,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Cost of sales
|
% of product sales
|
Cost of sales
|
% of product sales
|
|||||||||||||
Aoxing Pharmaceutical drugs and health products (capsule)
|
||||||||||||||||
Xin Aoxing Oleanolic Acid Capsule
|
$ | 4,452,466 | 19.1 | % | $ | 10,188,505 | 16.8 | % | ||||||||
Ganwang Compund Paracetamol Capsule
|
1,219,631 | 54.1 | % | 3,494,768 | 53.1 | % | ||||||||||
Tianqi Dysmenorrhea Capsule
|
1,514,470 | 59.8 | % | 3,633,933 | 55.5 | % | ||||||||||
Tangning Capsule
|
154,167 | 32.1 | % | 673,504 | 32.0 | % | ||||||||||
Yizi Capsule
|
370,271 | 38.4 | % | 1,733,519 | 38.3 | % | ||||||||||
Shengjing Capsule
|
232,476 | 78.0 | % | 740,039 | 77.9 | % | ||||||||||
Subtotal
|
7,943,481 | 26.6 | % | 20,464,268 | 25.2 | % | ||||||||||
Aoxing Pharmaceutical drugs and health products (non-capsule)
|
||||||||||||||||
Danshen Granule
|
3,731,595 | 90.3 | % | 3,510,363 | 84.8 | % | ||||||||||
Taohuasan Pediatrics Medicine
|
1,952,045 | 47.2 | % | 3,071,577 | 56.3 | % | ||||||||||
Aoxing Ointment
|
92,491 | 69.0 | % | 209,246 | 67.5 | % | ||||||||||
Subtotal
|
5,776,131 | 68.7 | % | 6,791,186 | 68.6 | % | ||||||||||
Shaanxi Weinan products (existing since 4th quarter 2011)
|
3,325,548 | 44.8 | % | 298,068 | 35.7 | % | ||||||||||
Medical device
|
15,786 | 68.9 | % | 23,898 | 77.6 | % | ||||||||||
Shaanxi Weinan products (new)
|
326,493 | 47.5 | % | - | - | |||||||||||
Hospital products (new)
|
2,079,382 | 72.2 | % | - | - | |||||||||||
Shaanxi Weinan products (discontinued)
|
- | - | 1,021 | 49.4 | % | |||||||||||
Total cost of sales
|
$ | 19,466,821 | 39.5 | % | $ | 27,578,441 | 30.0 | % |
Year Ended December 31,
|
||||||||||||||||||||||||
2012
|
2011
|
|||||||||||||||||||||||
Gross Profit
|
Product Gross Margin %
|
% of Total Gross Profit
|
Gross Profit
|
Product Gross Margin %
|
% of Total Gross Profit
|
|||||||||||||||||||
Aoxing Pharmaceutical drugs and health products (capsule)
|
||||||||||||||||||||||||
Xin Aoxing Oleanolic Acid Capsule
|
$ | 18,908,918 | 80.9 | % | 63.3 | % | $ | 50,294,917 | 83.2 | % | 78.1 | % | ||||||||||||
Ganwang Compund Paracetamol Capsule
|
1,036,488 | 45.9 | % | 3.5 | % | 3,091,036 | 46.9 | % | 4.8 | % | ||||||||||||||
Tianqi Dysmenorrhea Capsule
|
1,019,677 | 40.2 | % | 3.4 | % | 2,909,969 | 44.5 | % | 4.5 | % | ||||||||||||||
Tangning Capsule
|
326,511 | 67.9 | % | 1.1 | % | 1,430,725 | 68.0 | % | 2.2 | % | ||||||||||||||
Yizi Capsule
|
594,443 | 61.6 | % | 2.0 | % | 2,793,970 | 61.7 | % | 4.3 | % | ||||||||||||||
Shengjing Capsule
|
65,442 | 22.0 | % | 0.2 | % | 210,217 | 22.1 | % | 0.3 | % | ||||||||||||||
Subtotal
|
21,951,479 | 73.4 | % | 73.5 | % | 60,730,834 | 74.8 | % | 94.3 | % | ||||||||||||||
Aoxing Pharmaceutical drugs and health products (non-capsule)
|
||||||||||||||||||||||||
Danshen Granule
|
399,414 | 9.7 | % | 1.3 | % | 629,959 | 15.2 | % | 1.0 | % | ||||||||||||||
Taohuasan Pediatrics Medicine
|
2,186,262 | 52.8 | % | 7.3 | % | 2,381,454 | 43.7 | % | 3.7 | % | ||||||||||||||
Aoxing Ointment
|
41,572 | 31.0 | % | 0.1 | % | 100,620 | 32.5 | % | 0.2 | % | ||||||||||||||
Subtotal
|
2,627,248 | 31.3 | % | 8.8 | % | 3,112,033 | 31.4 | % | 4.8 | % | ||||||||||||||
Shaanxi Weinan products (existing since 4th quarter 2011)
|
4,103,243 | 55.2 | % | 13.7 | % | 536,244 | 64.3 | % | 0.8 | % | ||||||||||||||
Medical device
|
7,134 | 31.1 | % | 0.0 | % | 6,908 | 22.4 | % | 0.0 | % | ||||||||||||||
Shaanxi Weinan products (new)
|
361,276 | 52.5 | % | 1.2 | % | - | ||||||||||||||||||
Hospital products (new)
|
800,643 | 27.8 | % | 2.7 | % | - | ||||||||||||||||||
Shaanxi Weinan products (discontinued)
|
- | 1,045 | ||||||||||||||||||||||
Total gross profit
|
$ | 29,851,023 | 60.5 | % | 100.0 | % | $ | 64,387,064 | 70.0 | % | 100.0 | % |
Year Ended December 31,
|
||||||||||||||||||||
2012
|
2011
|
|||||||||||||||||||
Operating expenses
|
% of net sales
|
Operating expenses
|
% of net sales
|
% change
|
||||||||||||||||
Advertising expenses
|
$ | 14,154,879 | 28.7 | % | $ | 21,234,426 | 23.1 | % | (33.3 | %) | ||||||||||
Selling expenses
|
13,734,910 | 27.8 | % | 16,992,936 | 18.5 | % | (19.2 | %) | ||||||||||||
General and administrative expenses
|
5,951,322 | 12.1 | % | 5,676,652 | 6.2 | % | 4.8 | % | ||||||||||||
Provision for doubtful account
|
3,674,905 | 7.5 | % | - | - | 100.0 | % | |||||||||||||
Compensation paid
|
8,044,249 | 16.3 | % | - | - | 100.0 | % | |||||||||||||
Administrative penalty
|
1,601,012 | 3.2 | % | - | - | 100.0 | % | |||||||||||||
Research and development expenses
|
4,475,806 | 9.1 | % | 2,323,996 | 2.5 | % | 92.6 | % | ||||||||||||
Total operating expenses
|
$ | 51,637,083 | 104.7 | % | $ | 46,228,010 | 50.3 | % | 11.7 | % |
1.
|
If after taking legal action, it appears that an accounts receivable is not likely to become collectible, such accounts receivable will be written off if it is more than two years old.
|
2.
|
If during the collection period, the customer provides bankruptcy or other insolvency documentation, the corresponding accounts receivable will be written off.
|
3.
|
If we are no longer able to locate a particular customer in order for us to take any collection or legal actions, the accounts receivable for such customer will be written off if it is more than two years old.
|
Payments due by period
|
||||||||||||||||||||
Total
|
Within 1 year
|
1-3 years
|
3-5 years
|
>5 years
|
||||||||||||||||
Short-term bank loan
|
$ | 4,755,413 | $ | 4,755,413 | $ | - | - | - | ||||||||||||
Due to related party
|
1,585,138 | 1,585,138 | - | - | - | |||||||||||||||
Research and development contracts
|
3,504,819 | 810,085 | 2,694,734 | - | - | |||||||||||||||
Total contractual obligations
|
$ | 9,845,370 | $ | 7,150,636 | $ | 2,694,734 | - | - |
Page(s)
|
|
Financial Statements
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Sales, net
|
$ | 49,317,844 | $ | 91,965,505 | ||||
Cost of sales
|
19,466,821 | 27,578,441 | ||||||
Gross profit
|
29,851,023 | 64,387,064 | ||||||
Operating expenses:
|
||||||||
Advertising expenses - note 2)
|
14,154,879 | 21,234,426 | ||||||
Selling expenses
|
13,734,910 | 16,992,936 | ||||||
General and administrative expenses
|
5,951,322 | 5,676,652 | ||||||
Provision for doubtful account
|
3,674,905 | - | ||||||
Compensation paid
to customers - note 15)
|
8,044,249 | - | ||||||
Administrative penalty
- note 15)
|
1,601,012 | - | ||||||
Research and development expenses
|
4,475,806 | 2,323,996 | ||||||
Total operating expenses
|
51,637,083 | 46,228,010 | ||||||
(Loss) Income from operations
|
(21,786,060 | ) | 18,159,054 | |||||
Other income (expense)
|
||||||||
Interest income
|
296,146 | 430,021 | ||||||
Interest expense
|
(84,387 | ) | (41,942 | ) | ||||
Other
|
599 | 713 | ||||||
Gain from bargain purchase
|
- | 1,299,063 | ||||||
Impairment loss on land use right
|
- | (1,784,072 | ) | |||||
Foreign exchange gain
|
- | 3,313 | ||||||
212,358 | (92,904 | ) | ||||||
(Loss) Income before income taxes
|
(21,573,702 | ) | 18,066,150 | |||||
Provision for income tax (recovery) - note 7)
|
(1,576,379 | ) | 5,892,637 | |||||
Net (Loss) / Income
|
$ | (19,997,323 | ) | $ | 12,173,513 | |||
Foreign currency translation adjustment - note 9)
|
546,662 | 2,007,184 | ||||||
Comprehensive (Loss) / Income
|
$ | (19,450,661 | ) | $ | 14,180,697 | |||
Net (loss) income per share
Basic and diluted
|
$ | (2.09 | ) | $ | 1.31 | |||
Weighted average number of common shares outstanding
Basic and diluted
|
9,570,901 | 9,298,074 |
Common Stock - note 6) |
Additional
Paid-in
|
Statutory | Retained | Accumulated Other Comprehensive |
Total
Stockholders'
|
|||||||||||||||||||||||
Shares | Amount | Capital | Reserve | Earnings | Income | Equity | ||||||||||||||||||||||
Balance, December 31, 2010
|
9,130,485 | $ | 9,130 | $ | 20,724,924 | $ | 4,666,381 | $ | 33,124,540 | $ | 1,975,022 | $ | 60,499,997 | |||||||||||||||
Stock-based compensation
|
269,731 | 270 | 1,720,736 | - | - | - | 1,721,006 | |||||||||||||||||||||
Transfer to statutory reserve
|
- | - | - | 1,824,219 | (1,824,219 | ) | - | - | ||||||||||||||||||||
Net Income
|
- | - | - | - | 12,173,513 | - | 12,173,513 | |||||||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | - | 2,007,184 | 2,007,184 | |||||||||||||||||||||
Balance, December 31, 2011
|
9,400,216 | 9,400 | 22,445,660 | 6,490,600 | 43,473,834 | 3,982,206 | 76,401,700 | |||||||||||||||||||||
Stock-based compensation - note 6)
|
593,333 | 593 | 821,116 | - | - | - | 821,709 | |||||||||||||||||||||
Transfer to statutory reserve - note 8)
|
- | - | - | 246,768 | (246,768 | ) | - | - | ||||||||||||||||||||
Net (loss)
|
- | - | - | - | (19,997,323 | ) | - | (19,997,323 | ) | |||||||||||||||||||
Foreign currency translation adjustment - note 9)
|
- | - | - | - | - | 546,662 | 546,662 | |||||||||||||||||||||
Balance, December 31, 2012
|
9,993,549 | $ | 9,993 | $ | 23,266,776 | $ | 6,737,368 | $ | 23,229,743 | $ | 4,528,868 | $ | 57,772,748 |
n
|
Shaanxi Biostar has the full right to control and administer the financial affairs and daily operation of Aoxing Pharmaceutical and has the right to manage and control all assets of Aoxing Pharmaceutical. The registered owners of Aoxing Pharmaceutical as a group have no right to make any decision about Aoxing Pharmaceutical’s activities without the consent of Shaanxi Biostar.
|
n
|
Shaanxi Biostar is assigned all voting rights of Aoxing Pharmaceutical and has the right to appoint all directors and senior management personnel of Aoxing Pharmaceutical. The registered owners of Aoxing Pharmaceutical possess no substantive voting rights.
|
n
|
Shaanxi Biostar is committed to provide financial support if Aoxing Pharmaceutical requires additional funds to maintain its operations and to repay its debts.
|
n
|
Shaanxi Biostar is entitled to a management fee equal to Aoxing Pharmaceutical’s net profits and is obligated to assume all operation risks and bear all losses of Aoxing Pharmaceutical. Therefore, Shaanxi Biostar is the primary beneficiary of Aoxing Pharmaceutical.
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Raw materials
|
$
|
405,900
|
$
|
534,338
|
||||
Work in process
|
125,007
|
135,510
|
||||||
Finished goods
|
193,145
|
187,286
|
||||||
Goods in transit
|
123,083
|
516,325
|
||||||
$
|
847,135
|
$
|
1,373,459
|
Buildings
|
30 years
|
|
Building improvements
|
30 years
|
|
Machinery & equipment
|
5-10 years
|
|
Furniture & fixtures and vehicles
|
5-10 years
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Buildings
|
$
|
3,539,652
|
$
|
3,515,301
|
||||
Building improvements
|
1,969,840
|
1,956,289
|
||||||
Machinery & equipment
|
1,167,414
|
1,131,235
|
||||||
Furniture & fixtures
|
66,741
|
66,282
|
||||||
Vehicle
|
130,202
|
157,239
|
||||||
Construction in progress
|
2,083,964
|
2,065,116
|
||||||
8,957,813
|
8,891,462
|
|||||||
Less: Accumulated depreciation
|
(1,977,292
|
)
|
(1,511,480
|
)
|
||||
$
|
6,980,521
|
$
|
7,379,982
|
Land use rights
|
50 years
|
|
Proprietary technologies
|
10 years
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Land use rights
|
$
|
3,430,002
|
$
|
3,406,406
|
||||
Proprietary technologies
|
8,913,131
|
8,851,814
|
||||||
12,343,133
|
12,258,220
|
|||||||
Less: Accumulated amortization
|
(3,206,694
|
)
|
(1,851,289
|
)
|
||||
$
|
9,136,439
|
$
|
10,406,931
|
Years Ending December 31,
|
||||
2013
|
$
|
1,355,405
|
||
2014
|
1,355,405
|
|||
2015
|
1,355,405
|
|||
2016
|
1,355,405
|
|||
2017
|
172,338
|
|||
Thereafter
|
3,542,481
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Current portion
|
||||||||
Deposits paid for research and development | ||||||||
-
for clinical trials - note 12a)
|
$
|
-
|
$
|
1,298,743
|
||||
-
of new medicine - note 12b)
|
3,170,275
|
-
|
||||||
Deposits paid for advertising
|
475,542
|
-
|
||||||
Other receivables - note 11)
|
4,094,856
|
5,831,168
|
||||||
Prepaid expenses and other receivables
|
$
|
7,740,673
|
$
|
7,129,911
|
||||
Non-current portion
|
||||||||
Deposits paid to former equity holders of Shaanxi Weinan to acquire drug approval numbers - notes 13 and 16)
|
$
|
8,718,258
|
-
|
|||||
Deposits paid for research and development of new medicine
|
-
|
3,148,466
|
||||||
$
|
8,718,258
|
$
|
3,148,466
|
Balance as at December 31,
|
||||||||||
Inception date
|
Details
|
2012
|
2011
|
|||||||
March 21, 2011
|
RMB 3,000,000, one year term loan, annual interest rate at 7.88% (a)
|
$ | - | $ | 472,269 | |||||
May 25, 2011
|
RMB 2,000,000, one year term loan, annual interest rate at 8.20% (a)
|
- | 314,847 | |||||||
October 24, 2012
|
RMB 10,000,000, one year term loan, annual interest rate at 7.80% (b)
|
1,585,137 | - | |||||||
November 8, 2012
|
RMB 10,000,000, one year term loan, annual interest rate at 7.80% (b)
|
1,585,138 | - | |||||||
December 5, 2012
|
RMB 10,000,000, one year term loan, annual interest rate at 7.80% (b)
|
1,585,138 | - | |||||||
Total
|
$ | 4,755,413 | $ | 787,116 |
(a)
|
The loans were secured by (i) personal guarantee executed by a major shareholder of the Company and (ii) pledge of the Company’s buildings and land use rights with carrying amount of approximately $2.7 million as of December 31, 2011 and had been repaid on May 28, 2012 and April 1, 2012.
|
(b)
|
The loans are secured by (i) personal guarantee executed by a major shareholder of the Company and (ii) pledge of all buildings and land use rights of Aoxing Pharmaceutical and Shaanxi Weinan.
|
During the year ended December 31, 2011
|
Shares issued
|
Value
|
||||||
i issued to an outside consultant valued at $6.09 per shares | 10,000 | $ | 60,900 | |||||
ii awarded to employees based on 2009 Stock Plan, fair value at $4.23 per share | 259,731 | 1,098,662 | ||||||
Total common stock issued during the year ended December 31, 2011
|
269,731 | $ | 1,159,562 |
During the year ended December 31, 2012
|
Shares issued
|
Value
|
||||||
iii issued to a former consultant based on previous agreement, valued at $1.17 per share | 33,333 | $ | 39,000 | |||||
iv awarded to employees based on 2011 Incentive Stock Plan, fair value at $1.17 per share | 560,000 | 655,200 | ||||||
Total common stock issued during the year ended December 31, 2012
|
593,333 | $ | 694,200 |
Outstanding as at December 31,
|
||||||||||||
Expiry date
|
Exercise Price
|
2012
|
2011
|
|||||||||
May 31, 2013
|
$ | 6.00 | 18,333 | 18,333 | ||||||||
June 30, 2014
|
8.22 | 10,784 | 10,784 | |||||||||
November 1, 2014*
|
9.00 | 166,667 | 166,667 | |||||||||
195,784 | 195,784 |
Weighted Average
|
||||||||||||
Number of options
|
Exercise Price ($)
|
Remaining Life (years)
|
||||||||||
Balance, December 31, 2011
|
362,222 | 8.22 | 2.94 | |||||||||
Granted, April 20, 2012
|
24,000 | 1.68 | 4.27 | |||||||||
Balance, December 31, 2012
|
386,222 | 7.81 | 2.08 | |||||||||
Vested as at December 31, 2012
|
357,777 | 7.40 | 1.59 | |||||||||
Unvested as at December 31, 2012
|
28,445 | 2.64 | 3.80 |
Weighted Average
|
||||||||||||
Number of options
|
Exercise Price ($)
|
Remaining Life (years)
|
||||||||||
Outstanding, December 31, 2010
|
355,555 | 8.39 | 2.92 | |||||||||
Granted, April 7, 2011
|
23,333 | 5.91 | 4.27 | |||||||||
Granted, April 7, 2011
|
6,667 | 7.80 | 2.27 | |||||||||
Forfeited
|
(23,333 | ) | 8.40 | 3.82 | ||||||||
Balance, December 31, 2011
|
362,222 | 8.22 | 2.94 | |||||||||
Vested as at December 31, 2011
|
321,111 | 7.78 | 2.66 | |||||||||
Unvested as at December 31, 2011
|
41,111 | 8.23 | 3.55 |
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Current:
|
||||||||
USA
|
$
|
-
|
$
|
-
|
||||
PRC
|
459,711
|
6,180,200
|
||||||
Deferred:
|
||||||||
USA
|
-
|
-
|
||||||
PRC
|
(2,036,090
|
)
|
(287,563
|
)
|
||||
Provision for income taxes
|
$
|
(1,576,379
|
)
|
$
|
5,892,637
|
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Income tax at USA statutory rate (34%)
|
$
|
(7,335,059
|
)
|
$
|
6,142,491
|
|||
Foreign rate differential
|
1,838,521
|
(1,088,522
|
)
|
|||||
Tax effect of permanent differences due to:
|
||||||||
Stock based compensation
|
279,381
|
-
|
||||||
Disallowed research and development expense
|
1,118,985
|
-
|
||||||
Penalty
|
400,253
|
-
|
||||||
Disallowed portion of impairment of accounts receivable
|
874,807
|
-
|
||||||
Other
|
406,297
|
-
|
||||||
Change in valuation allowance
|
840,469
|
838,668
|
||||||
Provision for income taxes
|
$
|
(1,576,379
|
)
|
$
|
5,892,637
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
USA Tax benefit on net operating loss carry forward
|
$
|
1,685,031
|
1,574,877
|
|||||
Valuation allowance
|
(1,685,031
|
)
|
(1,574,877
|
)
|
||||
Deferred tax asset - USA
|
$
|
-
|
$
|
-
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
PRC Tax benefit on net operating loss carry forward
|
$
|
1,146,673
|
-
|
|||||
Tax effect of temporary differences due to
|
||||||||
Taxation book value of long-term assets
|
$
|
1,411,563
|
$
|
1,772,270
|
||||
Provision of bad debts
|
875,223
|
-
|
||||||
Provision of commission expense
|
764,522
|
-
|
||||||
Other temporary differences
|
198,285
|
(155,032
|
)
|
|||||
Valuation allowance
|
(730,315
|
)
|
-
|
|||||
Deferred tax asset - PRC
|
$
|
3,665,951
|
$
|
1,617,688
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Accumulated other comprehensive income, beginning of period
|
$
|
3,982,206
|
$
|
1,975,022
|
||||
Change in cumulative translation adjustment
|
546,662
|
2,007,184
|
||||||
Accumulated other comprehensive income, end of period
|
$
|
4,528,868
|
$
|
3,982,206
|
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Net sales
|
$
|
96,791,387
|
$
|
86,104,586
|
||||
Net income
|
$
|
12,297,587
|
$
|
17,994,774
|
||||
Earnings per share -basic
|
$
|
1.32
|
$
|
2.04
|
||||
Earnings per share -diluted
|
$
|
1.32
|
$
|
2.04
|
a)
|
Research and Development on clinical trials
|
b)
|
Capital commitments
|
Name
|
Position
|
Age
|
Date of Appointment
|
|||
Ronghua Wang
|
Chairman, Chief Executive Officer
|
58 |
November 1, 2007
|
|||
Qinghua Liu
|
Interim Chief Financial Officer and Director
|
46 |
November 1, 2008
|
|||
Leung King-fai
|
Independent Director (1) (4)
|
40 |
April 7, 2011
|
|||
Haipeng Wu
|
Independent Director (1)(2)(3)
|
56 |
July 1, 2007
|
|||
Zhongyang Shang
|
Independent Director (1)(2)(3)
|
62 |
December 30, 2009
|
|||
Shuang Gong
|
Secretary of Board
|
46 |
April 1, 2008
|
|||
Zhenghong Wang
|
Chief Operating Officer
|
33 |
March 26, 2012
|
·
|
any bankruptcy petition filed by or against, or any appointment of a receiver, fiscal agent or similar Officer for, the business or property of such person, or any partnership in which such person was a general partner or any corporation of which such person was an executive officer either, in each case, at the time of the filing for bankruptcy or within two years prior to that time;
|
·
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
·
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:
|
(i)
|
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or
|
(ii)
|
engaging in or continuing any conduct or practice in connection with such activity;
|
(iii)
|
engaging in any type of business practice; or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
|
·
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to act as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
·
|
being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or federal commodities law, and the judgment in such civil action or finding by the SEC or the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;
|
·
|
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial instructions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
·
|
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or person associated with a member.
|
·
|
Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
|
·
|
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
|
·
|
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
|
·
|
Oversee the selection and retention of the Company’s independent registered public accounting firm, and their qualifications and independence;
|
·
|
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;
|
·
|
Review the scope and cost of the audit, the performance of the independent registered public accounting firm, and their report on the annual financial statements of the Company; and
|
·
|
Perform all other duties as the Board may from time to time designate.
|
·
|
Establish director compensation plan or any executive compensation plan or other employee benefit plan which requires shareholder approval;
|
·
|
Establish significant long-term director or executive compensation and director or executive benefits plans which do not require stockholder approval;
|
·
|
Determine if any other matter, such as severance agreements, change in control agreements, or special or supplemental executive benefits, within the Committee's authority;
|
·
|
Design overall compensation policy and executive salary plan; and
|
·
|
Setting the annual base salary, annual bonus, and annual and long-term equity-based or other incentives of each corporate officer, including the CEO.
|
Name/Office
|
Year
|
Salaries ($)
|
Bonus ($)
|
Option Awards ($)(6)
|
Non-Equity
Incentive Plan
Compensation
Earnings ($)
|
Non-Qualified Deferred Compensation Earnings ($)
|
All Other
Compensation ($)
|
Total ($)
|
||||||||||||||||||||||
Ronghua Wang
|
2012
|
17,111
|
-
|
-
|
-
|
-
|
-
|
17,111
|
||||||||||||||||||||||
Chairman, CEO (1)
|
2011
|
16,733
|
-
|
114,458
|
-
|
-
|
-
|
131,191
|
||||||||||||||||||||||
Qinghua Liu
|
2012
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Interim CFO (2)
|
||||||||||||||||||||||||||||||
Zack Zibing Pan
|
2012
|
100,392
|
-
|
80,517
|
-
|
-
|
-
|
180,909
|
||||||||||||||||||||||
Former CFO (3)
|
2011
|
81,500
|
-
|
54,654
|
-
|
-
|
-
|
136,154
|
||||||||||||||||||||||
Amei Zhang
|
2012
|
1,521
|
-
|
-
|
-
|
-
|
-
|
1,521
|
||||||||||||||||||||||
COO (4)
|
2011
|
5,949
|
-
|
34,095
|
-
|
-
|
-
|
40,044
|
||||||||||||||||||||||
Zhenghong Wang
|
2012
|
4,563
|
-
|
-
|
-
|
-
|
-
|
4,563
|
||||||||||||||||||||||
COO (5)
|
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options Exercisable*
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Option Exercise Price ($)*
|
Option Expiration Date
|
||||||||||
Ronghua Wang
|
10/22/2009
|
73,333
|
(1)
|
-
|
7.8
|
10/21/2014
|
|||||||||
Qinghua Liu
|
10/22/2009
|
26,667
|
(1)
|
-
|
7.8
|
10/21/2014
|
|||||||||
Zack Zibing Pan (2)
|
12/30/2009
|
16,667
|
(3)
|
-
|
13.35
|
12/30/2013
|
|||||||||
4/7/2011
|
23,333
|
(4)
|
5.91
|
4/6/2016
|
|||||||||||
4/20/2012
|
24,000
|
(5)
|
1.68
|
4/19/2017
|
|||||||||||
Amei Zhang (6)
|
10/22/2009
|
26,667
|
(1)
|
-
|
7.8
|
10/21/2014
|
|||||||||
Zhenghong Wang
|
10/22/2009
|
6,667
|
(1)
|
-
|
7.8
|
10/21/2014
|
No-Equity
|
Non-Qualified
Deferred
|
|||||||||||||||||||||||||||
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All other | ||||||||||||||||||||||||
Fees |
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation | Total | ||||||||||||||||||||||
($)
|
($)
|
($) (1)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||
Qinghua Liu
|
10,457
|
-
|
-
|
-
|
-
|
-
|
10,457
|
|||||||||||||||||||||
Haipeng Wu
|
4,753
|
-
|
-
|
-
|
-
|
-
|
4,753
|
|||||||||||||||||||||
King-fai Leung
|
9,506
|
-
|
3,135
|
-
|
-
|
-
|
12,641
|
|||||||||||||||||||||
Zhongyang Shang
|
3,169
|
-
|
43,858
|
-
|
-
|
-
|
47,027
|
|||||||||||||||||||||
(1) Reflects dollar amount expensed by the Company during the year ended December 31, 2012 for financial statement reporting purposes pursuant to FASB ASC 718, which requires the Company to determine the overall value of the stock award as of the date of grant, and to then expense that value over the service period over which the stock award becomes exercisable (vested). As a general rule, for time in service based stock awards, the Company will immediately expense any stock award or portion thereof that is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the stock award.
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)
|
Weighted Average Exercise Price of
Outstanding Options, Warrants, and Rights (b)
|
Number of Securities Remaining
Available for Future Issuance (c)
|
||||||||||
Equity compensation plans approved by security holders
|
||||||||||||
2009 Plan*
|
362,222
|
$
|
8.22
|
-
|
||||||||
2011 Plan
|
24,000
|
1.68
|
266,000
|
|||||||||
2012 Plan
|
-
|
-
|
750,000
|
|||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
TOTAL
|
386,222
|
$
|
7.81
|
1,016,000
|
·
|
each person known to us that beneficially owns more than 5% of our outstanding shares of common stock;
|
·
|
each of our directors;
|
·
|
each of our named executive officers; and
|
·
|
all of our current directors and executive officers as a group.
|
Name of Beneficial Owner (1)
|
Amount of Beneficial Ownership
|
Percent of Class
|
||||||
Ronghua Wang (2)
|
3,128,992
|
26.8
|
%
|
|||||
Liu Qinghua (3)
|
27,667
|
*
|
||||||
Haipeng Wu (4)
|
6,667
|
*
|
||||||
Zhenghong Wang (5)
|
6,667
|
*
|
||||||
Shuang Gong (6)
|
44,334
|
*
|
||||||
Leung King-fai (7)
|
6,667
|
*
|
||||||
Zhongyang Shang (8)
|
16,667
|
*
|
||||||
All directors and executive officers of the Company (seven persons)
|
3,237,661
|
27.5
|
%
|
(1)
|
Unless otherwise indicated, the address for each of beneficial owner is: No. 588 Shiji Xi Avenue, Xianyang City, Shaanxi province, PRC, 712046.
|
(2)
|
Includes 73,334 shares of common stock issuable upon exercise of stock options that were granted on October 22, 2009.
|
(3)
|
Includes 26,667 shares of common stock issuable upon exercise of stock options that were granted on October 22, 2009.
|
(4)
|
Includes 6,667 shares of common stock issuable upon exercise of stock options that were granted on October 22, 2009.
|
(5)
|
Includes 6,667 shares of common stock issuable upon exercise of stock options that were granted on October 22, 2009.
|
(6)
|
Includes 33,334 shares of common stock issuable upon exercise of stock options that were granted on October 22, 2009.
|
(7)
|
Includes 16,667 shares of common stock issuable upon exercise of stock options that were granted on December 30, 2009.
|
(8)
|
Independent director.
|
Services Performed
|
2012
|
2011
|
||||||
Audit Fees - statutory
|
$
|
135,000
|
$
|
220,000
|
||||
Audit Fees – acquisition of Shaanxi Weinan
|
$
|
-
|
100,000
|
|||||
Audit-Related Fees
|
$
|
-
|
$
|
-
|
||||
Tax Fees
|
$
|
-
|
$
|
-
|
||||
All Other Fees
|
$
|
-
|
$
|
-
|
||||
Total Fees
|
$
|
135,000
|
$
|
320,000
|
Exhibit
Number
|
Description | |
2.1
|
Assets Acquisition Agreement with Xi’an Meipude Biotechnology Co., Ltd. (5)
|
|
3.1
|
Articles of Incorporation filed with the corporate secretary of State of the State of Maryland on March 27, 2007 (1)
|
|
3.2
|
Articles of Amendment filed with the corporate secretary of State of the State of Maryland on August 1, 2007 (1)
|
|
3.3
|
Articles of Amendment filed with the corporate secretary of State of the State of Maryland on September 14, 2007 (1)
|
|
3.4
|
Certificate of Designation for the Series B Convertible Preferred Stock as filed with the corporate secretary of State of Maryland on November 2, 2009 (2)
|
|
3.5
|
Articles of Amendment to the Articles of Incorporation filed with the corporate secretary of State of the State of Maryland on April 3, 2012. (12)
|
|
3.6
|
Bylaws (1)
|
|
4.1
|
2009 Incentive Stock Plan ** (3)
|
|
4.2
|
2011 Stock Option Compensation Plan (11)**
|
|
4.3
|
2012 Stock Option Compensation Plan (13) **
|
|
10.1
|
Labor Contract between Shaanxi Aoxing Pharmaceutical Co., Ltd. and Ronghua Wang dated June 30, 2010 (6)
|
|
10.2
|
Form of Director Offer Letter (4)
|
|
10.3
|
Employment Agreement with Zack Pan dated as of April 7, 2011 (7) **
|
|
10.4
|
Amendment No. 1 to the Employment Agreement
with Zack Pan dated as of April 20, 2012 (9)**
|
|
10.5
|
Share Transfer Agreement (8)
|
|
10.6
|
Supplemental Agreement to Share Transfer Agreement (10)
|
|
10.7
|
||
14.1
|
Code of Ethics (4)
|
|
21
|
List of subsidiaries (14)
|
|
23.1
|
||
23.2
|
||
31.1
|
||
31.2
|
||
32.1
|
||
32.2
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Document
|
(1)
|
Previously filed and incorporated by reference from as an exhibit to the Company’s Registration Statement on Form SB-2 (File No. 333-147363) filed with the SEC on November 13, 2007.
|
(2)
|
Previously filed and incorporated by reference from as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2009.
|
(3)
|
Incorporated by reference from the Company’s Schedule 14A filed with the SEC on October 1, 2010.
|
(4)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2010.
|
(5)
|
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2010.
|
(6)
|
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2010.
|
(7)
|
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2011.
|
(8)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2011.
|
(9)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2012.
|
(10)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2013.
|
(11)
|
Incorporated by reference from the Company’s Registration Statement on Form S-8 filed with the SEC on August 17, 2012.
|
(12)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2012.
|
(13)
|
Incorporated by reference from the Company’s Proxy Statement on Schedule 14A filed with the SEC on September 21, 2012.
|
(14)
|
Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2012.
|
BIOSTAR PHARMACEUTICALS, INC.
(Registrant)
|
|||
Date: April 15, 2013
|
By:
|
/s/ Ronghua Wang
|
|
Ronghua Wang
Chief Executive Officer and President
(Principal Executive Officer)
|
Date: April 15, 2013
|
By:
|
/s/ Qinghua Liu
|
|
Qinghua Liu
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date: April 15, 2013
|
By:
|
/s/ Qinghua Liu
|
|
Qinghua Liu, Interim Chief Financial Officer and Director
|
|||
Date: April 15, 2013
|
By:
|
/s/ Haipeng Wu
|
|
Haipeng Wu, Director
|
|||
Date: April 15, 2013
|
By:
|
/s/ King-fai Leung
|
|
King-fai Leung, Director
|
|||
Date: April 15, 2013
|
By:
|
/s/ Zhongyang Shang
|
|
Zhongyang Shang, Director
|
1 Year Biostar Pharmaceuticals (CE) Chart |
1 Month Biostar Pharmaceuticals (CE) Chart |
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