0001144204-14-069458.txt : 20141118 0001144204-14-069458.hdr.sgml : 20141118 20141118150226 ACCESSION NUMBER: 0001144204-14-069458 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141118 DATE AS OF CHANGE: 20141118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Biologic Products, Inc. CENTRAL INDEX KEY: 0001369868 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 752308816 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83122 FILM NUMBER: 141231564 BUSINESS ADDRESS: STREET 1: NO.14 EAST HUSHAN ROAD CITY: TAI'AN CITY, SHANDONG STATE: F4 ZIP: 271000 BUSINESS PHONE: 86-538-620-3897 MAIL ADDRESS: STREET 1: NO.14 EAST HUSHAN ROAD CITY: TAI'AN CITY, SHANDONG STATE: F4 ZIP: 271000 FORMER COMPANY: FORMER CONFORMED NAME: GRC Holdings, Inc. DATE OF NAME CHANGE: 20060721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHAN LING SIU CENTRAL INDEX KEY: 0001411972 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 14 EAST HUSHAN ROAD STREET 2: TAIAN CITY CITY: SHANDONG STATE: F4 ZIP: 271000 SC 13D/A 1 v394719_sc13da.htm SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d -1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d -2(a)

 

(Amendment No. 9)*

 

CHINA BIOLOGIC PRODUCTS, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

 

16938C106

(CUSIP Number)

 

18th Floor, Jialong International Building
19 Chaoyang Park Road, Chaoyang District, Beijing 100125
People’s Republic of China
(86) 10-6598-3111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 17, 2014

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 
 

 

 


CUSIP No. 16938C106
SCHEDULE 13D Page 2 of 7 Pages

 

 

1 NAME OF REPORTING PERSONS
Siu Ling Chan
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
 
3 SEC USE ONLY  
4 SOURCE OF FUNDS
PF (See Item 3 of this Schedule 13D)
 
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨  
6 CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
 

 

 

NUMBER OF

 

7 SOLE VOTING POWER
1,183,791[1]

SHARES

 

BENEFICIALLY

 

8 SHARED VOTING POWER
0

OWNED BY

 

EACH

 

9 SOLE DISPOSITIVE POWER
1,183,791

REPORTING

 

PERSON WITH

 

10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,791
 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨  
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.80%[2]
 
14 TYPE OF REPORTING PERSON
IN
 
         

 

 

 


[1] Includes a ten year non-qualified stock options to purchase 100,000 shares of the Issuer’s common stock at $4.00 per share, granted to the Reporting Person’s spouse under the Issuer’s 2008 Equity Incentive Plan.

[2] All percentage calculations set forth herein are based on 24,656,612 shares of Common Stock outstanding as reported on the latest Form 10-Q of China Biologic Products, Inc. filed on November 11, 2014.

 

 
 

 

CUSIP No. 16938C106 SCHEDULE 13D Page 3 of 7 Pages

 

 

Item 1. Security and Issuer.

This Amendment No. 9 to Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s Republic of China. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

This Amendment No. 9 to Schedule 13D reflects the Reporting Person’s sale of Common Stock in a privately negotiated transaction on November 17, 2014. This Amendment No. 9 to Schedule 13D is a final amendment and is an exit filing for the Reporting Person.

 

Item 2. Identity and Background.

(a) This Amendment No. 9 to Schedule 13D is being filed by Siu Ling Chan (the “Reporting Person”).

 

(b) The residential address of the Reporting Person is 14B Yue Liang Building, Hualing Road, Fuzhou, People’s Republic of China.

 

(c) The Reporting Person is a principal shareholder of the Issuer.

 

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Reporting Person is a citizen of the People’s Republic of China.

 

Item 3. Source or Amount of Funds or Other Consideration.

The Reporting Person received the securities covered by this statement pursuant to that certain share exchange agreement (the “Share Exchange Agreement”) by and among the Issuer, Logic Express Limited (“Logic Express”) and its stockholders. Upon the closing of the Share Exchange Agreement on July 18, 2006, Logic Express became a wholly-owned subsidiary of the Issuer and the former stockholders of Logic Express, including the Reporting Person, owned approximately 96.1% of the Issuer immediately prior to the private placement described below. The Reporting Person received 7,902,624 shares of the Issuer’s Common Stock.

 

On July 18, 2006, the Issuer also completed a private placement transaction with a group of accredited investors. Pursuant to that certain securities purchase agreement, as amended (the “Securities Purchase Agreement” and together with the Share Exchange Agreement, the “Agreements”), the Issuer sold 2,200,000 shares of its Common Stock and five-year warrants to purchase 1,070,000 shares of the Issuer’s Common Stock at an exercise price of $2.8425 per share, and at a purchase price of $1.895 per unit. In addition, the Reporting Person sold an aggregate of 1,040,000 shares of the Issuer’s Common Stock at a price of $1.895 per share to the same investors. Following the consummation of the transactions contemplated in the Securities Purchase Agreement, the Reporting Person owned 6,862,624 shares of the Issuer’s Common Stock.

 

 
 

 

CUSIP No. 16938C106 SCHEDULE 13D Page 4 of 7 Pages

 

 

On May 30, 2010, the Reporting Person and another stockholder of the Issuer, Lin Ling Li, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, “Warburg Pincus”), whereby, subject to the satisfaction of certain closing conditions, the Reporting Person agreed to sell an aggregate of 1,500,000 shares of the Issuer’s Common Stock at a price of $13.00 per share to Warburg Pincus. Immediately upon the closing of the transactions contemplated in the Stock Purchase Agreement on December 10, 2010, the Reporting Person beneficially owned 5,512,624 shares of the Issuer’s Common Stock. In addition, pursuant to the Stock Purchase Agreement, upon the request of Warburg Pincus, as long as the Reporting Person continues to beneficially own five percent (5%) or more of the total outstanding voting stock of the Issuer, the Reporting Person is obligated to use her best efforts to cause an individual nominated by Warburg Pincus to promptly become elected or appointed as a director of the Issuer, so far as such individual is not prohibited by any applicable law or stock exchange rules to be a public company director. The Reporting Person has used her best efforts to obtain, and the Issuer has executed and delivered, a registration rights agreement with respect to the shares sold by the Reporting Person to Warburg Pincus, a copy of which is attached hereto as Exhibit 6, which was required pursuant to the Stock Purchase Agreement.

 

The 5,512,624 shares of Common Stock beneficially owned by the Reporting Person and reported herein also include (i) ten year non-qualified stock options to purchase 50,000 shares of the Issuer’s Common Stock at $4.00 per share, granted to the Reporting Person under the Issuer’s 2008 Equity Incentive Plan (the “Plan”), pursuant to a stock option agreement, dated May 9, 2008, which vested immediately on the grant date, and (ii) ten year non-qualified stock options to purchase 100,000 shares of the Issuer’s Common Stock at $4.00 per share, granted to the Reporting Person’s spouse, who was the CEO of a primary operating subsidiary of the Issuer, under the Plan, pursuant to a stock option agreement, dated May 9, 2008, which vested immediately on the grant date.

 

On May 21, 2013, the Reporting Person and her spouse, Tung Lam, entered into a stock purchase agreement (the “2013 Stock Purchase Agreement”) with Shanghai RAAS Blood Products Co., Ltd. (“RAAS”), whereby, subject to the satisfaction of certain closing conditions, the Reporting Person generally agreed, among other things, to sell an aggregate of 2,657,660 shares of the Issuer’s Common Stock at a price of $20 per share to RAAS. However, on June 7, 2013, the Reporting Person, her spouse and RAAS entered into a Termination of Stock Purchase Agreement (the “Termination”), pursuant to which the 2013 Stock Purchase Agreement was mutually terminated by the parties thereto, and became of no force and effect, effective as of the date of the execution of the 2013 Stock Purchase Agreement. The summary of the Termination herein is qualified in its entirety by reference to the Termination, a copy of which is attached as Exhibit 8.

 

On January 27, 2014, the Reporting Person and her spouse, Tung Lam, entered into a repurchase agreement with the Issuer (the “Repurchase Agreement”), providing for the sale of 2,500,000 of the Reporting Person’s 5,362,624 shares of Common Stock to the Issuer in exchange for cash payment (the “Sale”). Following the repurchase, the Reporting Person will have 2,862,624 shares of Common Stock remaining (the “Remaining Shares”). Pursuant to the Repurchase Agreement, at the effective time of the Sale, the Issuer has agreed to repurchase all 2,500,000 shares of Common Stock held by the Reporting Person for an aggregate purchase price of US$70,000,000. The summary of the Sale herein is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached as Exhibit 9.

 

Along with the execution of the Repurchase Agreement, the Reporting Person and her spouse entered into a settlement agreement (the “Settlement Agreement”) with the plaintiffs (the “Plaintiffs”) and their agents in connection with a pending lawsuit in the High Court of the Hong Kong Special Administrative Region, Court of First Instance against the Reporting Person and her spouse with respect to the ownership dispute regarding 5,362,624 shares of the Common Stock owned by the Reporting Person (Action No. 1424 of 2012, the “HK Lawsuit”). Pursuant to the Repurchase Agreement, a portion of the aggregate purchase price has been delivered to the Plaintiffs and their agents in satisfaction of the Settlement Agreement and the complete settlement of the HK Lawsuit, which has settled the ownership dispute regarding all the shares of Common Stock owned by the Reporting Person. Additionally, the Settlement Agreement provides for an application for the revocation of the injunction issued by the court in the HK Lawsuit on the transfer of shares of Common Stock owned by the Reporting Person. The closing of the transaction contemplated in the Repurchase Agreement is conditioned upon the effectiveness of the Settlement Agreement and the revocation of the injunction, among other conditions.

 

 
 

 

CUSIP No. 16938C106 SCHEDULE 13D Page 5 of 7 Pages

 

On February 27, 2014, the Reporting Person completed the transactions contemplated by the Repurchase Agreement, including the sale of 2,500,000 of the Reporting Person’s shares of Common Stock to the Issuer, resulting in the Reporting Person owning 2,862,624 shares of the Issuer’s Common Stock, not including any stock options.

 

On March 14, 2014, the Reporting Person elected to make a cash exercise of her option to purchase 50,000 shares of the common stock of the Issuer, resulting in the Reporting Person owning 2,912,624 shares of the Issuer’s Common Stock, not including any stock options.

 

On various dates between September 15, 2014 and October 24, 2014, the Reporting Person sold an aggregate of 338,125 shares of the Issuer’s Common Stock on the open market in multiple transactions at prices ranging from approximately $52.00 to $56.00 resulting in the Reporting Person’s disposal of more than one percent of the Issuer’s Common Stock.

 

On various dates between October 27, 2014 and November 3, 2014, the Reporting Person sold an aggregate of 318,429 shares of the Issuer’s Common Stock on the open market in multiple transactions at prices ranging from $56.00 to $65.12 resulting in the Reporting Person’s disposal of more than one percent of the Issuer’s Common Stock.

 

On November 17, 2014, the Reporting Person sold in a privately negotiated transaction an aggregate of 1,183,790 shares of the Issuer’s Common Stock to Megavest Group Limited, pursuant to the terms of a Share Purchase and Transfer Agreement (the “Share Purchase and Transfer Agreement”) in exchange for an aggregate purchase price of $59,876,098. The summary of the sale described in this paragraph is qualified in its entirety by reference to the Share Purchase and Transfer Agreement, a copy of which is attached as Exhibit 10.

 

Item 4. Purpose of the Transaction.

The Reporting Person acquired the Common Stock pursuant to the Agreements and the Plan as described in Item 3 above. In connection with the Share Exchange Agreement, there were changes to the Issuer’s board of directors which were more fully described in the registration statement on Form SB-2 filed by the Issuer on September 5, 2007. As described in Item 3 above, the Reporting Person entered into the Stock Purchase Agreement with Warburg Pincus on May 30, 2010 and, upon the closing of the transactions contemplated in the Stock Purchase Agreement on December 10, 2010, the Reporting Person became obligated to use her best efforts to cause an individual nominated by Warburg Pincus to be elected or appointed as a director of the Issuer, so far as such individual is not prohibited by any applicable law or stock exchange rules to be a public company director. The Reporting Person has used her best efforts to obtain, and the Issuer has executed and delivered, a registration rights agreement with respect to the shares sold by the Reporting Person to Warburg Pincus, a copy of which is attached hereto as Exhibit 6, which was required pursuant to the Stock Purchase Agreement. As described in Item 3 above, the Reporting Person entered into the 2013 Stock Purchase Agreement with RAAS on May 21, 2013, but that agreement was mutually terminated by the parties thereto, effective as of the date of the execution of the 2013 Stock Purchase Agreement, pursuant to the Termination. In addition, as described in Item 3 above, the Reporting Person entered into the Repurchase Agreement with the Issuer, the Settlement Agreement with the Plaintiffs and their agents in the HK Lawsuit.

 

Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Person may purchase additional equity or other securities of the Issuer or dispose of some or all of her holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, subject to relevant applicable securities laws and regulations and any contractual obligations under the Repurchase Agreement if applicable.

 

Except as set forth in this Schedule 13D/A and the registration statement on Form SB-2 referred to above, the Reporting Person has not made any proposals, and has not entered into any agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D/A.

  

 
 

  

CUSIP No. 16938C106 SCHEDULE 13D Page 6 of 7 Pages

 

 

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Schedule 13D/A, the Reporting Person beneficially owns 1,183,791 shares of Common Stock, which represents approximately 4.80% of the issued and outstanding shares of Common Stock of the Issuer. The Reporting Person does not own any other securities of the Issuer.

 

(b) The Reporting Person has the sole power to vote, or direct the vote, and dispose of, or direct the disposition of, 1,183,791 shares of Common Stock, which represents approximately 4.80% of the outstanding shares of Common Stock of the Issuer.

 

(c) Except as disclosed in Item 3 above, the Reporting Person has not effected any transactions in the Issuer’s securities within the past sixty (60) days. As described in Item 3 above, the Reporting Person entered into the Repurchase Agreement with the Issuer and the Settlement Agreement with the Plaintiffs and their agents in the HK Lawsuit.

 

(d) Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Person’s securities.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except as disclosed in this Schedule 13D/A and in the registration statement on Form SB-2 filed by the Issuer on September 5, 2007, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. As disclosed in Item 3 above, on February 27, 2014, pursuant to the Repurchase Agreement, the Reporting Person sold 2,500,000 of the Reporting Person’s shares of Common Stock to the Issuer in exchange for a cash payment of $70,000,000. The summary of the Sale herein is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached as Exhibit 9. The Reporting Person and her spouse also entered into the Settlement Agreement with the Plaintiffs and their agents in the HK Lawsuit, providing for the settlement of the HK Lawsuit and an application for the revocation of the injunction on the transfer of shares of Common Stock by the Reporting Person. The injunction in the HK Lawsuit was lifted on February 6, 2014, prior to the completion of the repurchase transaction.

 

Item 7. Material to be filed as Exhibits.
Exhibit 1 Share Exchange Agreement among the Issuer, Logic Express and the selling stockholders signatory thereto, dated as of July 18, 2006, incorporated by reference to Exhibit 2.1 to the Issuer’s registration statement on Form SB-2 filed on September 5, 2007
Exhibit 2 Securities Purchase Agreement among the Issuer, Logic Express, Shandong Missile Biologic Products Co., Ltd., and the selling stockholders and investors signatory thereto, dated as of July 18, 2006 incorporated by reference to Exhibit 4.1 to the Issuer’s registration statement on Form SB-2 filed on September 5, 2007
Exhibit 3 Issuer’s 2008 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the current report on Form 8-K, filed by the Issuer on May 13, 2008
Exhibit 4 Form of Stock Option Award Agreement of Issuer, incorporated by reference to Exhibit 10.5 of the current report on Form 8-K, filed by the Issuer on May 13, 2008
Exhibit 5 Stock Purchase Agreement among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and the selling stockholders signatory thereto, dated as of May 30, 2010, incorporated by reference to Exhibit 5 of the Schedule 13D/A, filed by the Reporting Person on June 25, 2010
Exhibit 6 Registration Rights Agreement among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and China Biologic Products, Inc., dated as of December 10, 2010, incorporated by reference to Exhibit 4.1 of the current report on Form 8-K, filed by the Issuer on September 14, 2010
Exhibit 7 Stock Purchase Agreement among the Reporting Person, Tung Lam and Shanghai RAAS Blood Products, Co., Ltd., dated as of May 21, 2013, incorporated by reference to Exhibit 7 of the Schedule 13D/A filed by the Reporting Person on May 22, 2013
Exhibit 8 Termination of Stock Purchase Agreement among the Reporting Person, Tung Lam and Shanghai RAAS Blood Products, Co., Ltd., dated as of June 7, 2013, incorporated by reference to Exhibit 8 of the Schedule 13D/A filed by the Reporting Person on June 7, 2013
Exhibit 9 Repurchase Agreement among the Reporting Person, Tung Lam and Issuer, dated as of January 27, 2014, incorporated by reference to Exhibit 9 of the Schedule 13D/A filed by the Reporting Person on January 28, 2014
Exhibit 10 Share Purchase and Transfer Agreement between the Reporting Person and Megavest Group Limited, dated as of November 17, 2014

 

 
 

 

CUSIP No. 16938C106 SCHEDULE 13D Page 7 of 7 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

Dated: November 18, 2014    
       
       
SIU LING CHAN By: /s/ Siu Ling Chan  
  Name: Siu Ling Chan  
       
       

  

 

 

 

 

 

 

EX-10 2 v394719_ex10.htm EXHIBIT 10

 

EXHIBIT 10

 

SHARE PURCHASE AND TRANSFER AGREEMENT

 

This SHARE PURCHASE AND TRANSFER AGREEMENT, dated November 17, 2014 (“Agreement”) is entered into by and between Ms. Siu Ling Chan a Hong Kong resident (ID No. P725946(1), the “Seller”), and Megavest Group Limited (“Purchaser”), a limited liability company organized under the laws of British Virgin Islands. The Seller and Purchaser are hereinafter collectively referred to as “Parties” and each a “Party”.

 

WHEREAS, Seller owns of record and beneficially an aggregate of 1,183,790 shares of common stock, par value US$0.0001 per share (the “Transferring Shares”), of China Biologic Products, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”); and

 

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase and acquire from Seller the Transferring Shares.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:

 

Article I
SHARES PURCHASE AND TRANSFER

 

Section 1.1 Share Purchase and Transfer. On the Closing Date (as defined below) and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer, convey and deliver the Transferring Shares to Purchaser, and Purchaser shall purchase and accept the Transferring Shares from Seller in exchange for US$50.58 per Transferring Share. The aggregate purchase price for the Transferring Shares shall be $59,876,098 (the “Purchase Price”).

 

Section 1.2 Purchaser’s Rights. For the avoidance of any doubt, Purchaser shall have the sole voting right and sole investment power, including the sole power to dispose or to direct the disposal, in connection with all of the Transferring Shares immediately upon Closing.

 

Section 1.3 Closing. Upon the terms and subject to the conditions contained in this Agreement, the transfer of the Transferring Shares by Seller to Purchaser and the consummation of the transactions contemplated hereby (the “Closing”) will take place and become effective immediately upon the execution and delivery of this Agreement at the place and time mutually designated by the Parties. The date on which the Closing occurs is referred to herein as the “Closing Date”. At the Closing, Seller shall deliver or cause to be delivered the following documents to Purchaser: (i) a transaction receipt, and (ii) such other documents as may be reasonably required by Purchaser in order to complete the purchase of the Transferring Shares from Seller by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the Closing Payment in accordance with Schedule A.

 

 
 

 

Article II
REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller hereby represents and warrants to Purchaser as of the date hereof as follows:

 

Section 2.1 Organization. Seller is an individual, and not a corporate entity or a trust.

 

Section 2.2 Authorization and Validity of Agreements. Seller has all right, power and authority to execute and deliver this Agreement, to perform her obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by the other party and the performance of its obligations herein, this Agreement will constitute, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the respective terms herein.

 

Section 2.3 No Conflict or Violation. The execution, delivery and performance of this Agreement by Seller do not and will not violate any provision of law, or any order, judgment (including, but not limited to, the HK Lawsuit, as defined hereunder) or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement, including, but not limited to, the Repurchase Agreement by and among Seller, Mr. Lam Tung and the Company dated as of January 27, 2014, the Settlement Agreement by and among Seller, Mr. Lam Tung, the Company and the plaintiffs to the HK Lawsuit dated January 27, 2014 (the “Settlement Agreement”) or instrument to which Seller is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Seller, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Seller is bound.

 

Section 2.4 Consents and Approvals. No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of her obligations hereunder.

 

Section 2.5 Litigation. There is no action, suit, proceeding or investigation pending or threatened against the Seller that may affect the validity of this Agreement or the right of Seller to enter into this Agreement or to consummate the transactions contemplated hereby. The lawsuit in the High Court of the Hong Kong Special Administrative Region, Court of First Instance against Seller and Mr. Lam Tung with respect to 5,178,962 shares of common stock, par value US$0.0001 per share, of the Company (Action No. 1424 of 2012) (the “HK Lawsuit”), was settled pursuant to the Settlement Agreement.

  

2
 

 

Section 2.6 Seller’s Status.

 

(a) Seller is a sophisticated investor with sufficient investment or financial knowledge and experience as well as knowledge in the Company, which enables her to properly evaluate the risks and merits of her participation in the transaction contemplated hereunder and protect her own interest in connection therewith. Seller has made a determination based on her own independent review and such professional advice as she deems appropriate that (i) her consideration of the sale of the Transferring Shares to Purchaser in the transaction contemplated hereunder is fully consistent with her financial needs, objectives and condition, and (ii) the terms of the transaction contemplated hereunder have been agreed through arm’s-length negotiation and are fair to Seller.

  

(b) Seller is the sole record and beneficial owner of the Transferring Shares and has the full right, power and authority to sell and transfer the Transferring Shares being transferred by her free and clear of any lien, encumbrance, option, charge, equitable interest or restriction.

 

(c) Seller is selling the Transferring Shares for Seller’s own account only and not with a view to, or for sale in connection with, a distribution of such Transferring Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). No portion of the purchase price for such Transferring Shares will be received by the Company. The transaction hereunder is not conducted at the request of the Company or for the Company’s benefits.

 

(d) Seller is not an “affiliate” of the Company as such term is defined under Rule 144 of the Securities Act. Seller has held the Transferring Shares for more than two years and at the time of Closing, such Transferring Shares shall be transferred to Purchaser free of the restrictive legend under the Securities Act.

 

(e) At no time has Seller presented Purchaser or any other party with or solicited Purchaser or any other party through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the transfer of the Transferring Shares.

 

Section 2.7 Purchase Price. Seller fully understands that the Purchase Price may be less than the current trading price of the Transferring Shares and believes that, due to the size of Seller’s holdings, any attempt to dispose of the Transferring Shares on the public market would most likely drive the market price down and result in an average price per share that is less than an amount equaling (x) the Purchase Price divided by (y) the number of Transferring Shares. Seller believes it to be in Seller’s best interest to sell the Transferring Shares at the Purchase Price, which represents the three-month average closing price of the Company’s common stock on the NASDAQ stock market.

 

Section 2.8 Survival. Each of the representations and warranties set forth in this Article II shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

 

3
 

 

Article III
REPRESENTATIONS AND WARRANTIES OF Purchaser

 

Purchaser hereby represents and warrants to Seller as of the date hereof as follows:

 

Section 3.1 Corporate Organization. Purchaser is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by Purchaser or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Purchaser.

 

Section 3.2 Authorization and Validity of Agreements. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate actions on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser, and is a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the respective terms herein.

 

Section 3.3 No Conflict or Violation. The execution, delivery and performance of this Agreement by Purchaser does not and will not violate or conflict with any provision of the constituent documents of Purchaser, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Purchaser is a party or by which it is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Purchaser, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Purchaser is bound.

 

Section 3.4 No Approvals. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder or the consummation of the transactions contemplated by this Agreement.

 

Section 3.5 Purchaser’s Status.

 

(a) Purchaser is a sophisticated investor with sufficient investment or financial knowledge and experience, which enable Purchaser to properly evaluate the risks and merits of Purchaser’s participation in the transaction contemplated hereunder and protect Purchaser’s own interest in connection therewith. Purchaser has made a determination based on Purchaser’s independent review and such professional advice (including access to, and consultation with, Purchaser’s own legal counsel) as Purchaser deems appropriate that (i) Purchaser’s consideration received from the purchase of the Transferring Shares in the transaction contemplated hereunder is fully consistent with Purchaser’s financial needs, objectives and condition, and the sources of such funds are not affiliated with Seller, (ii) the terms of the transaction contemplated hereunder have been agreed through arm’s-length negotiation and are fair to Purchaser, and (iii) the Purchase Price of the transaction contemplated hereunder represents the fair value of the Transferring Shares.

 

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(b) All Transferring Shares to be acquired by Purchaser hereunder will be acquired by Purchaser for Purchaser’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

 

(c) Purchaser further acknowledges and confirms that (i) Purchaser is capable of bearing the economic risk and burden of its investment in the Transferring Shares, the possibility of a complete loss of all of such investment and the possible low liquidity of the Company’s common stock, (ii) at no time was Purchaser presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising, (iii) Purchaser has substantial experience in investing in securities and therefore has the ability to “fend for itself” in connection with its investment in the Transferring Shares, and (iv) Purchaser has obtained sufficient information concerning the Company, its business, financial condition and prospects based on the Company’s public disclosures to reach an informed and knowledgeable decision to acquire the Transferring Shares.

 

Section 3.6 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Purchaser in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

 

Section 3.7 Purchaser’s Business. Purchaser does not engage in any plasma related business in China and is not a controlling shareholder, directly or indirectly, of any such company.

 

Section 3.8 Survival. Each of the representations and warranties set forth in this Article III shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

 

Article IV
MISCELLANEOUS PROVISIONS

 

Section 4.1 Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement. In the event of a breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date.

 

Section 4.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

 

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Section 4.3 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

 

Section 4.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile or email (with acknowledgment of complete transmission) to the Parties at the following addresses or at such other address for a Party as shall be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received:

 

If to Seller, to:

 

Ms. Siuling Chan

c/o Dorsey & Whitney LLP

51 West 52nd Street

New York, New York 10019

Email: pan.catherine@dorsey.com

Attention: Catherine X. Pan-Giordano, Esq.

 

If to Purchaser, to:

 

Megavest Group Limited

c/o: Yajie Zheng

Email: yajie_zheng@yahoo.com.hk

 

With a copy to:

Pryor Cashman LLP

7 Times Square, New York, NY 10036

Email: echen@pryorcashman.com

Attention: Elizabeth Chen, Esq.

 

Section 4.5 Entire Agreement. This Agreement, together with the schedules and exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

 

Section 4.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

 

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Section 4.7 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

 

Section 4.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

 

Section 4.9 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of New York State, without regard to the principle of conflict laws thereunder. All disputes between the Parties arising out of or relating to this Agreement shall be finally settled at the Hong Kong International Arbitration Centre (the “Center”) in accordance with the Rules of Arbitration of the Center by one arbitrator appointed in accordance with said Arbitration Rules. The place of arbitration shall be in Hong Kong. The arbitration shall be conducted in English. The resolution of any dispute by arbitration pursuant to this Section shall be non-appealable, final, binding and conclusive on the Parties to such dispute and may be enforced and entered as a judgment in any court of law with jurisdiction thereof. Notwithstanding the foregoing, any Party shall be free to seek interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same.

 

Section 4.10 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

 

Section 4.11 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

 

[Signature Page to Follow.]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

  SELLER
   
   
   
  /s/ Siu Ling Chan
  SIU LING CHAN
   
   
   
  PURCHASER
   
  MEGAVEST GROUP LIMITED
   
   
   
  By: /s/ Yajie Zheng
    AUTHORIZED SIGNATORY
    YAJIE ZHENG

 

 

 

 

 

[Signature Page to Share Purchase and Transfer Agreement]