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. 4)*
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)
June 7, 2013
(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 | 13D | Page 2 of 8 pages |
| 1. |
NAMES 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 | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
5,512,624(1) | |
| 8. |
SHARED VOTING POWER
0 | ||
| 9. |
SOLE DISPOSITIVE POWER
5,512,624(1) | ||
| 10. |
SHARED DISPOSITIVE POWER
0 | ||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,512,624(1) | ||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£ | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5% (2) | ||
| 14. |
TYPE OF REPORTING PERSON
IN | ||
| (1) | Includes (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, 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 under the Issuer’s 2008 Equity Incentive Plan. |
| (2) | All percentage calculations set forth herein are based on 26,845,101 shares of Common Stock outstanding as of April 30, 2013 as reported on the Issuer’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2013. |
| CUSIP No. 16938C106 | 13D | Page 3 of 8 pages |
ITEM 1. Security and Issuer.
This Amendment No. 4 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 No. 14 East Hushan Road, Tai’an City, Shandong, 271000, People’s Republic of China. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
ITEM 2. Identity and Background.
(a) This Amendment No. 4 to Schedule 13D is being filed by Siu Ling Chan (the “Reporting Person”).
(b) The business address of the Reporting Person is 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, 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 and 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.
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 Company 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.
| CUSIP No. 16938C106 | 13D | Page 4 of 8 pages |
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 Company, 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.
ITEM 4. Purpose of 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 Company 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. In addition, 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.
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 | 13D | Page 5 of 8 pages |
ITEM 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D/A, the Reporting Person beneficially owns 5,512,624 shares of Common Stock, which represents approximately 20.5% 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, 5,512,624 shares of Common Stock, which represents approximately 20.5% of the outstanding shares of Common Stock of the Issuer.
(c) 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, on May 21, 2013, the Reporting Person entered into the 2013 Stock Purchase Agreement with RAAS, 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.
(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 May 21, 2013, pursuant to the 2013 Stock Purchase Agreement, 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, as also disclosed in Item 3 above, on June 7, 2013, pursuant to the Termination, 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 hereto as Exhibit 8.
| CUSIP No. 16938C106 | 13D | Page 6 of 8 pages |
ITEM 7. Materials 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* |
*Filed herewith
| CUSIP No. 16938C106 | 13D | Page 7 of 8 pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 7th day of June, 2013.
| SIU LING CHAN | ||||
| By: | /s/ Siu Ling Chan | |||
| Name: | Siu Ling Chan | |||
| CUSIP No. 16938C106 | 13D | Page 8 of 8 pages |
| 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* |
*Filed herewith
EXHIBIT 8
TERMINATION OF STOCK PURCHASE AGREEMENT
THIS TERMINATION OF STOCK PURCHASE AGREEMENT, dated as of June 7, 2013 (“Termination”), relates to that certain Stock Purchase Agreement (the “Agreement”) dated as of May 21, 2013, by and among (i) Ms. Siu Ling Chan, a Hong Kong resident (Hong Kong identity card no. P725946(1)) (“Ms. Chan”), Mr. Tung Lam, a Hong Kong resident (Hong Kong identity card no. P665194(5)) and husband of Ms. Chan (“Mr. Lam”), and (ii) Shanghai RAAS Blood Products Co., Ltd. (“RAAS”), a company incorporated under the law of People’s Republic of China (“PRC”). All capitalized terms used in this Termination are defined as set forth in the Agreement unless expressly defined herein.
Recitals
A. Ms. Chan, Mr. Lam and RAAS entered
into the Agreement pursuant to which Ms. Chan agreed to sell to RAAS, and RAAS agreed to purchase from Ms. Chan, at the Closing,
2,657,660 shares of common stock (the “Shares”) of China Biologic Products, Inc. (the “Company”),
a company established under the laws of the State of Delaware with its principal office located at 18th Floor, Jialong International
Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, PRC.
B. The Shares represented approximately 9.90% of the issued and outstanding share capital of the Company as of April 30,
2013, based on a total of 26,845,101 outstanding Common Shares of the Company, as of such date as disclosed in the latest Company
Commission Reports.
C. The Closing of the transactions
contemplated in the Agreement is subject to certain closing conditions as set forth in Sections 5 and 6 of the Agreement,
including, among other conditions, the Company has not taken any action or indicated its intention to prevent or delay the consummation
of the transactions contemplated in the Agreement including amending or interpreting the current stockholder rights plan of the
Company (the “Rights Plan”) in a way adverse to RAAS or the transactions contemplated by the Agreement.
D. Pursuant to Section 1(d)(iii) of the Agreement, the transfer of the Shares will not occur until after, among other things, Ms. Chan delivers to RAAS (or its designee) a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of the Shares to RAAS.
E. On May 24, 2013, the Company (i) issued a press release that it reserved the right to take any necessary and appropriate actions, including but not limited to implementing the Rights Plan to block the transactions contemplated in the Agreement, and (ii) delivered a letter to RAAS and Mr. Lam requesting that the parties to the Agreement terminate the Agreement and make related public announcements and stating that the board of directors of the Company plans to implement the Rights Plan if the parties do not terminate the Agreement.
F. On May 28, 2013, the Company issued another press release and a letter to RAAS reaffirming its position stated in the May 24, 2013 press release and letter and requesting RAAS to terminate the transactions contemplated in the Agreement.
G. On May 31, 2013, the Company issued a press release and filed a Form 8-K announcing that, among other things, the board of directors of the Company had determined that RAAS became an Acquiring Person as defined in the Rights Plan on May 22, 2013 and decided to postpone the Distribution Date as defined under the Rights Plan until such time as the board in its sole discretion determined otherwise.
H. On June 7, 2013, given that the board of directors of the Company had determined that RAAS became an Acquiring Person as defined in the Rights Plan on May 22, 2013, after giving considerations to various factors and matters, the shareholders of RAAS did not approve the Agreement at the shareholders’ meeting of RAAS.
NOW THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows:
1. Termination. The Agreement is hereby terminated pursuant to Section 9(m)(i) of the Agreement. Upon the execution of this Termination, the Agreement shall be deemed to be terminated effective as of the date of the execution of the Agreement. The Agreement shall have no force or effect from the date of its execution except as set forth in Section 3 hereof.
2. Release. The parties shall
have no further liabilities or obligations to each other in connection with the Agreement.
3. Survival.
Notwithstanding anything to the contrary herein or in the Agreement, only Section 9 (except for Sections 9(k), (l)
and (m), which shall not survive this Termination) of the Agreement shall survive this Termination.
4. Confidentiality; Public Announcements.
a. Each party hereto agrees to keep any oral or written information received from any other party hereto with respect to such other party, the Agreement, this Termination or the terms hereof and thereof confidential, and will not disclose any foregoing information to any third party without prior written consent of the other parties, except as legally required or to any representative or affiliate who is bound by a similar obligation of confidentiality.
b. The parties hereto acknowledge that each party may be required to make public disclosure or filings with respect to this Termination by applicable law, regulations and stock exchange rules, which disclosure or filings may need to contain as an exhibit thereto a copy of this Termination, and nothing contained in Section 4(a) is intended to limit or restrict such ability to make such disclosure or filings or any amendments thereto, provided that the disclosing party shall provide the other party with a reasonable opportunity to review and comment on such disclosure or filings, or any amendments thereto, prior to the disclosure or filings of the same (provided that the other party shall respond promptly so that the disclosing party may make such disclosure and filings timely).
5. Entire Agreements. This Termination supersedes all other prior oral or written agreements between the parties hereto, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Termination contains the entire understanding of the parties hereto with respect to the matters covered herein.
6. Counterparts. This Termination may be executed in counterparts and delivered by email or facsimile, which shall together constitute an original.
7. Language. This Termination is made and executed in both English and Chinese. Each of the English and Chinese versions of this Termination shall have equal validity and legal effect. In the event that there is any discrepancy between the English and Chinese versions of this Termination, the Chinese version shall prevail.
[Signature Page Follows]
IN WITNESS WHEREOF, RAAS, Ms. Chan and Mr. Lam have caused this Termination of Stock Purchase Agreement to be duly executed as of the date first written above.
| MS. Siu Ling CHAN: | MR. Tung LAM: | ||
| /s/ Siu Ling Chan | /s/ Tung Lam | ||
|
Siu Ling Chan |
Tung Lam |
| Shanghai RAAS Blood Products Co., Ltd. | ||||
| By: | /s/ Yuewen Zheng | |||
| Name: | Yuewen Zheng | |||
| Tilte: | Chairman of the Board | |||