Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On June 3, 2008, BMP Sunstone Corporation (the "Company") appointed Han Zhiqiang
("Han"), currently the Company's President and a member of the Board of
Directors, as President and Chief Operating Officer of the Company. The terms of
Han's employment will be identical to the terms set forth in the employment
agreement (the "Employment Agreement") executed on February 18, 2008 by and
between the Company and Han. The terms of the Employment Agreement are more
fully described in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on February 21, 2008, with the
entire text of the Employment Agreement attached as Exhibit 10.17 to the
Company's Annual Report on Form 10-K filed with the SEC on March 17, 2008, as
amended on May 7, 2008, which is incorporated by reference herein.
Han, 44, has served as the Company's President since April 28, 2008, and prior
to that had been appointed by the Company as President, BMP Sunstone China
Operations and Director on February 18, 2008. Han was a founder of Sunstone
Pharmaceutical Co., Ltd. ("Sunstone") and served as Sunstone's General Manager
since April 1994. From November 1993 through April 1996, Mr. Han was General
Manager, Tangshan Changrong Pharmaceutical Corporation, Ltd. Mr. Han is the Vice
Chairman of China OTC Association, Director for Tangshan Pharmaceutical Industry
Association and Vice Director of Hebei Pharmaceutical Industry Association.
Mr. Han has a Bachelor of Science degree from Shenyang Pharmaceutical University
and an MBA from Dalian University of Technology.
Mr. Han was the co-founder of Sunstone, which is a wholly-owned subsidiary of
Hong Kong Fly International Health Care Limited ("Hong Kong Health Care"). On
February 18, 2008, the Company completed its acquisition of the remaining 51% of
Hong Kong Health Care that the Company did not previously own. Sunstone
previously made a loan to Qingdao Ande Pharmacy Co., Ltd., an entity
wholly-owned by Mr. Han, in the principal amount of $572,000 bearing no interest
and with no definitive repayment terms, which as of March 31, 2008 remained
outstanding. The Company is working with Mr. Han to amend this arrangement. In
addition, during the period of February 18, 2008 through March 31, 2008, the
Company sold $791,000 in pharmaceutical products to entities controlled by Han
and, as of March 31, 2008, had accounts receivable due from entities controlled
by Han of $1,575,000 and an amount of $1,627,000 due to entities controlled by
Han.
Item 8.01 Other Events.
On June 9, 2008, the Company issued a press release announcing the appointment
of Han as President and Chief Operating Officer of the Company. A copy of this
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release, dated June 9, 2008
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