0001193125-12-259315.txt : 20120605 0001193125-12-259315.hdr.sgml : 20120605 20120605060701 ACCESSION NUMBER: 0001193125-12-259315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120605 DATE AS OF CHANGE: 20120605 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. 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: 12887704 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: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 260849130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d362371dsc13da.htm SCHEDULE 13D AMENDMENT NO. 8 Schedule 13D Amendment No. 8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

 

China Biologic Products, Inc.

(Name of Issuer)

 

 

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

16938C106

(CUSIP Number)

 

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

 

With a copy to:

 

Weiheng Chen, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Unit 1001, 10/F Henley Building

5 Queen’s Road Central

Hong Kong

+(852) 3972 4955

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

 

June 1, 2012

(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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus Private Equity X, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,632,115 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,632,115 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,632,115 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

29.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

PN

 

2


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus X Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

244,165 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

244,165 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

244,165 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

less than 1% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

PN    

 

3


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus X, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

PN

 

4


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus X LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

5


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus Partners LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A    

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

New York    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)    

14.

 

Type of Reporting Person (See Instructions)

 

OO    

 

6


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus & Co.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

PN

 

7


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Warburg Pincus LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)    

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

8


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Charles R. Kaye

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of Shares Beneficially Owned by Each Reporting Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

IN

 

9


CUSIP No. 16938C106  

 

  1.   

Names of Reporting Persons.

 

Joseph P. Landy

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

7,876,280 (See Item 5)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

7,876,280 (See Item 5)

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,876,280 (See Item 5)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

30.8% (See Item 5)

14.

 

Type of Reporting Person (See Instructions)

 

IN

 

10


Pursuant to Rule 13d-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D/A (this “Amendment No. 8”) amends and supplements the Schedule 13D filed on November 24, 2010 (the “Original Schedule 13D”, as amended and supplemented by the Schedule 13D/A filed on December 13, 2010, the Schedule 13D/A filed on December 17, 2010, the Schedule 13D/A filed on March 3, 2011, the Schedule 13D/A filed on May 26, 2011, the Schedule 13D/A filed on May 31, 2011, the Schedule 13D/A filed on December 13, 2011 and the Schedule 13D/A filed on December 19, 2011, together with this Amendment No. 8, the “Schedule 13D”), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X”, and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”) and the sole general partner of each of the Funds, Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”) and the sole member of WP X LLC, Warburg Pincus & Co., a New York general partnership (“WP”) and the managing member of WPP LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the Funds, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC who may be deemed to control the Funds, WP X LP, WP X LLC, WPP LLC, WP and WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP and WP LLC collectively being referred to as the “Warburg Pincus Reporting Persons”). This Amendment No. 8 relates to the common stock, $0.0001 par value per share (the “Shares”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

This Amendment No. 8 is being filed to report purchases of additional Shares pursuant to a share purchase agreement dated June 1, 2012 (the “2012 Share Purchase Agreement”), entered by and among the Funds, IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. (collectively, the “IDG Sellers”).

Certain information contained in this Schedule 13D/A relates to share ownership of persons other than the Warburg Pincus Reporting Persons. The Warburg Pincus Reporting Persons expressly disclaim any liability for any such information and for any other information provided in this Amendment that does not expressly pertain to a Warburg Pincus Reporting Person.

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D, as amended.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs at the end thereof:

Pursuant to the 2012 Share Purchase Agreement, the Funds agreed to purchase Shares from the IDG Sellers. At the closing of the transaction on June 1, 2012, the IDG Sellers sold a total of 1,608,363 Shares (the “IDG Shares”) to the Funds for an aggregate purchase price of $20,104,537.50, or $12.50 per Share.

The Funds obtained the funds used to acquire the IDG Shares from working capital.

 

11


Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:

Terms of the 2012 Share Purchase Agreement

Pursuant to the 2012 Share Purchase Agreement, the Funds agreed to purchase, and the IDG Sellers agreed to sell to the Funds, a total of 1,608,363 Shares for an aggregate price of $20,104,537.50, or $12.50 per Share. WP X purchased 1,558,504 Shares and WPP X purchased 49,859 Shares of such total. A copy of the 2012 Share Purchase Agreement is attached hereto as Exhibit 7, and is incorporated herein by reference.

 

Item 5. Interest in the Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The percentages used herein are calculated based upon the 25,601,125 Shares outstanding as of May 4, 2012, as reported in the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on May 8, 2012.

WP X is the direct owner of 7,632,115 Shares representing approximately 29.8% of the outstanding Shares. WPP X is the direct owner of 244,165 Shares representing less than 1% of the outstanding Shares.

In addition, each of the Funds may be deemed to be the beneficial owner of an additional 10,108,581 Shares, pursuant to certain voting arrangements contained in the May 2010 Stock Purchase Agreement disclosed in the Original Schedule 13D and attached as Exhibit 3 thereto. As described in Item 4 and Item 6 of the Original Schedule 13D, pursuant to Section 4(b)(i) of the May 2010 Stock Purchase Agreement, each of the May 2010 Selling Shareholders has agreed with WP X and WPP X to use best efforts to cause an individual nominated by the Funds to become elected or appointed as a director of the Company provided that such individual is not prohibited by any applicable law or stock exchange rules to be a public company director, for so long as such May 2010 Selling Shareholder continues to beneficially own five percent (5%) or more of the total outstanding voting stock of the Company. In furtherance of the foregoing, upon request of the Funds, each of the May 2010 Selling Shareholders shall, to the extent allowed under Delaware law, promptly (i) use best efforts to cause the board of directors of the Company to increase its size by one and appoint the Funds’ nominee to fill such vacancy, (ii) use best efforts to nominate and elect such nominee as a director at each of the Company’s annual meetings of stockholders, (iii) vote all Shares and other securities of the Company beneficially owned at any meeting of stockholders of the Company and/or execute written consents in lieu of such meetings to elect the nominee of the Funds as a director of the Company and/or (iv) take any and all necessary or desirable actions to ensure that the nominee of the Funds is appointed as a director promptly upon the Funds’ request. As of December 14, 2010, the May 2010 Selling Shareholders were, in the aggregate, the direct owners of 10,108,581 Shares (the “May 2010 Selling Shareholder Shares”), as reported in their respective Schedules 13D/A filed with the SEC on such date. A representative of the Warburg Pincus Reporting Persons became a director of the Company on February 27, 2011, as set forth in Amendment No. 3 to the Schedule 13D previously filed with the SEC on March 3, 2011. WP X may be deemed to beneficially own, in the aggregate, 17,740,696 Shares, representing approximately 69.3% of the outstanding Shares, and WPP X may be deemed to beneficially own, in the aggregate, 10,352,746 Shares, representing approximately 40.4% of the outstanding Shares. Due to their respective relationships with the Funds and each other, each of the Warburg Pincus Reporting Persons (other than the Funds) may be deemed to beneficially own, in the aggregate, 17,984,861 Shares, representing approximately 70.3% of the outstanding Shares. Each of WP LLC, WP, WPP LLC, WP X LLC, WP X LP, Mr. Kaye and Mr. Landy disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of all the Shares to which such Warburg Pincus Reporting Person does not have a pecuniary interest.

 

12


(b) WP X is deemed to (i) share voting power and disposition power over 7,632,115 Shares with each of the Warburg Pincus Reporting Persons (other than WPP X), (ii) share voting power over 5,515,957 Shares with each of the Warburg Pincus Reporting Persons (other than WPP X) and Ms. Siu Ling Chan and (iii) share voting power over 4,592,624 Shares with each of the Warburg Pincus Reporting Persons (other than WPP X) and Ms. Lin Ling Li. WPP X is deemed to (i) share voting and disposition power over 244,165 Shares with each of the Warburg Pincus Reporting Persons (other than WP X), (ii) share voting power over 5,515,957 Shares with each of the Warburg Pincus Reporting Persons (other than WP X) and Ms. Siu Ling Chan and (iii) share voting power over 4,592,624 Shares with each of the Warburg Pincus Reporting Persons (other than WP X) and Ms. Lin Ling Li. Each of the Warburg Pincus Reporting Persons (other than the Funds) is deemed to (i) share voting power and disposition power over 7,876,280 Shares with the Funds, (ii) share voting power over 5,515,957 Shares with the Funds and Ms. Siu Ling Chang, and (iii) share voting power over 4,592,624 Shares with the Funds and Ms. Lin Ling Li.

The identity and background information of each of Ms. Siu Ling Chan and Ms. Lin Ling Li are available in Item 2 of each of their respective Schedules 13D, as amended, previously filed with the SEC on September 12, 2007.

(c) Pursuant to the 2012 Share Purchase Agreement, the Funds purchased 1,608,363 Shares from the IDG Sellers for an aggregate purchase price of $20,104,537.50, or $12.50 per Share. A copy of the 2012 Share Purchase Agreement is attached hereto as Exhibit 7, and is incorporated herein by reference.

(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Shares 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, such securities.

(e) Not applicable.

 

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

Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following after the second paragraph thereof:

The 2012 Share Purchase Agreement is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the 2012 Share Purchase Agreement in this Amendment is qualified in its entirety by references to the 2012 Share Purchase Agreement, a copy of which is attached hereto as Exhibit 7.

 

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Exhibit 1: Joint Filing Agreement, dated November 22, 2010, among the Warburg Pincus Reporting Persons, relating to the filing of a joint statement on Schedule 13D (incorporated by reference to Exhibit 1 of the Original Schedule 13D filed by the Warburg Pincus Reporting Persons on November 24, 2010).

 

13


Exhibit 2: Stock Purchase Agreement dated as of November 4, 2010 by and among Essence International Investment Limited, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (incorporated by reference to Exhibit 2 of the Original Schedule 13D filed by the Warburg Pincus Reporting Persons on November 24, 2010).

Exhibit 3: May 2010 Stock Purchase Agreement dated as of May 30, 2010 by and among Ms. Siu Ling Chan, Ms. Lin Ling Li, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (incorporated by reference to Exhibit 3 of the Original Schedule 13D filed by the Warburg Pincus Reporting Persons on November 24, 2010).

Exhibit 4: September 2010 Stock Purchase Agreement dated as of September 7, 2010 by and among Mr. Chao Ming Zhao, Golden Puma Holdings Limited, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (incorporated by reference to Exhibit 4 of the Original Schedule 13D filed by the Warburg Pincus Reporting Persons on November 24, 2010).

Exhibit 5: August 2010 Stock Purchase Agreement dated as of August 31, 2010 by and among Ms. Lin Ling Li, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (incorporated by reference to Exhibit 5 of the Original Schedule 13D filed by the Warburg Pincus Reporting Persons on November 24, 2010).

Exhibit 6: Registration Rights Agreement, dated December 10, 2010, among the Company, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (incorporated by reference to Exhibit 1 of the Schedule 13D/A filed by the Warburg Pincus Reporting Persons on December 13, 2010).

Exhibit 7: 2012 Share Purchase Agreement, dated as of June 1, 2012, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P.

 

14


SIGNATURES

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

 

Dated: June 4, 2012   WARBURG PINCUS PRIVATE EQUITY X, L.P.
  By:   Warburg Pincus X, L.P., its general partner
  By:   Warburg Pincus X LLC, its general partner
  By:   Warburg Pincus Partners LLC, its sole member
  By:   Warburg Pincus & Co., its managing member
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner
  WARBURG PINCUS X PARTNERS, L.P.
  By:   Warburg Pincus X, L.P., its general partner
  By:   Warburg Pincus X LLC, its general partner
  By:   Warburg Pincus Partners LLC, its sole member
  By:   Warburg Pincus & Co., its managing member
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner
  WARBURG PINCUS X, L.P.
  By:   Warburg Pincus X LLC, its general partner
  By:   Warburg Pincus Partners LLC, its sole member
  By:   Warburg Pincus & Co., its managing member
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner
  WARBURG PINCUS X LLC
  By:   Warburg Pincus Partners LLC, its sole member
  By:   Warburg Pincus & Co., its managing member
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner

 

15


  WARBURG PINCUS PARTNERS LLC
  By:   Warburg Pincus & Co., its managing member
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner
  WARBURG PINCUS & CO.
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Partner
  WARBURG PINCUS LLC
  By:  

/s/ Scott A. Arenare

    Name: Scott A. Arenare
    Title: Managing Director
  CHARLES R. KAYE
  By:  

/s/ Charles R. Kaye

    Name: Charles R. Kaye
    By: Scott A. Arenare, Attorney-in-fact*
  JOSEPH P. LANDY
  By:  

/s/ Joseph P. Landy

    Name: Joseph P. Landy
    By: Scott A. Arenare, Attorney-in-fact**

 

* Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

16

EX-99.7 2 d362371dex997.htm SHARE PURCHASE AGREEMENT Share Purchase Agreement

Exhibit 99.7

EXECUTION COPY

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into on June 1, 2012 and is made by and between:

 

(1) Warburg Pincus Private Equity X, L.P., a limited partnership established under the laws of the State of Delaware (“WP X”), and Warburg Pincus X Partners, L.P., a limited partnership established under the laws of the State of Delaware (“WPP X,” together with WP X, collectively, the “Purchasers” and each a “Purchaser”); and

 

(2) IDG-Accel China Growth Fund II LP., a limited partnership established under the laws of Cayman Islands (“IDG Fund”), and IDG-Accel China Investors II L.P., a limited partnership established under the laws of Cayman Islands (“IDG Investors,” together with IDG Fund, collectively, the “Sellers” and each a “Seller”).

Sellers and Purchasers are collectively referred to herein as the “Parties” and each a “Party”.

WHEREAS:

 

1. China Biologic Products, Inc. (the “Company”) is 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;

 

2. The Company is listed on NASDAQ. As of April 23, 2012, a total of 25,601,125 shares of the Company’s common stock are considered to be outstanding, with a par value of $0.0001 each (“Shares”). IDG Fund legally and beneficially owns 1,486,773 Shares and IDG Investors owns 121,590 Shares. The Sellers collectively legally and beneficially own 1,608,363 Shares, representing 6.28% of the issued and outstanding share capital of the Company;

 

3. The Purchasers are shareholders of the Company; and

 

4. The Sellers desire to sell 1,608,363 Shares (the “Sale Shares”) to the Purchasers, and Purchasers desire to purchase the Sale Shares from the Sellers, subject to the terms and conditions of this Agreement.


IT IS AGREED as follows:

 

1. SALE AND PURCHASE

The Sellers hereby agree to sell to the Purchasers and the Purchasers hereby agree to purchase from the Sellers the Sale Shares free and clear of any and all liens, pledges or other encumbrances, limitations or restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Sale Shares, “Encumbrances”) for aggregate consideration of $20,104,537.50 (such aggregate amount, the “Purchase Price”), representing a purchase price of $12.50 per Share, on the terms of this Agreement and in such proportion as between the Sellers and the Purchasers as set forth in the following table:

 

Seller

  

Purchaser

  

Number of Sale Shares

  

Purchase Price (US$)

IDG Fund

(owning 1,486,773 Shares)

  

WP X

(96.9%)

   1,440,683    US$ 18,008,537.50
  

WPP X

(3.1%)

       46,090    US$      576,125.00

IDG Investors

(owning 121,590 Shares)

  

WP X

(96.9%)

     117,821    US$    1,472,762.50
  

WPP X

(3.1%)

         3,769    US$         47,112.50
   Total    1,608,363    US$  20,104,537.50

 

2. PAYMENT AND CLOSING

 

2.1 The Closing of the purchase and sale of the Sale Shares shall take place on June 1, 2012 or such other date as the Parties may mutually agree in writing (the “Closing Date”), at the offices of O’Melveny & Myers, AIA Central, 31st Floor, No. 1 Connaught Road Central, Hong Kong, or at such other locations or remotely by facsimile transmission or other electronic means as the Parties may mutually agree.

 

2.2 On the Closing Date, the Purchasers shall cause the Purchase Price to be paid by wire transfer to the designated bank account of each of the Sellers as set forth below or in such other manner as the Parties may mutually agree, and against such payment of the Purchase Price the Sellers shall, as promptly as practicable following the payment of the Purchase Price, cause good and valid title in and to the Sale Shares, free and clear of all Encumbrances and with all rights and advantages attaching to them as at Closing, including, without limitation, the right to receive all dividends or distributions declared, made or paid on or after Closing, to be transferred and delivered to a brokerage account designated by the Purchasers in writing, or transferred to the Purchasers or their designees in such other manner as the Parties may mutually agree; provided, that the Parties agree that (i) the voting rights in the Sale Shares shall be transferred from the applicable Seller to the applicable Purchaser immediately upon the payment of the Purchase Price and (ii) following such transfer, the Sellers shall vote in respect of the Sale Shares and exercise all consensual rights in respect of the Sale Shares as instructed by the Purchasers in the event that the Sellers are deemed as the holder of any Sale Shares entitled to vote at any stockholder meeting or exercise any consensual rights.

To IDG Fund:

Amount payable: USD18,584,662.5

ABA Number: 026009593

SWIFT-BIC: BOFAUS3N

Bank of America, N.A.

100 West 33rd Street

New York, NY

For credit to: Merrill Lynch PF&S, a/c 6550113516

 

2


Ref: Client’s Account: 6L9-07M67

Client’s Name: IDG-Accel China Growth Fund II, LP

**Must include the 8-digit Client’s Account Number

To IDG Investors:

Amount Payable: USD1,519,875

ABA Number: 026009593

SWIFT-BIC: BOFAUS3N

Bank of America, N.A.

100 West 33rd Street

New York, NY

For credit to: Merrill Lynch PF&S, a/c 6550113516

Ref: Client’s Account: 6L9-07M68

Client’s Name: IDG-Accel China Investors II, LP

**Must include the 8-digit Client’s Account Number

Business Day” in this Agreement means a weekday on which banks in Hong Kong and the United States are generally open for business.

 

3. REPRESENTATIONS AND WARRANTIES

 

3.1 Representations and Warranties of Both the Sellers and the Purchaser

Each of the Sellers, severally but not jointly, represents and warrants to each Purchaser, and each of the Purchasers, severally but not jointly, represents and warrants to each Seller, as of the date hereof, as follows:

 

  (a) Authority; Consent; Enforceability. It has all requisite power and authority to enter into and perform its obligations under this Agreement. It is not required to obtain any other consent, permit, approval, registration or waiver necessary for consummation of the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights and general principles of equity.

 

  (b) Non-contravention. Its execution, delivery and performance of this Agreement will not result in a breach of any provision of its constitutional documents, any agreement to which it is or may become a party, or any order, judgment or decree of any court or governmental authority binding on it;

 

  (c) No Insolvency. No insolvency proceedings have been commenced in respect of it in any jurisdiction. No administrator or any receiver or manager or analogous individual has been appointed by any person in respect of it (or her) or any of its assets and, so far as it is aware, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed;

 

  (d) Compliance with Law. The sale and purchase of the Sale Shares is in compliance with the laws and regulations, including securities laws and regulations, of its jurisdiction of incorporation or otherwise applicable to it.

 

3


  (e) No Registration. Assuming the accuracy of the representations and warranties made by the other parties, no registration under the United States Securities Act of 1933, as amended (the “Securities Act”) is required for the offer and sale of the Sale Shares in the manner contemplated herein.

 

  (f) No Finder’s Fees. No person or entity is entitled to any finder’s fees in connection with the transactions contemplated by this Agreement based upon arrangements made by it (or her) or any of its (or her) affiliates.

 

3.2 Representations and Warranties by the Sellers

Each of the Sellers, severally but not jointly, represents and warrants to the Purchaser that, as of the date hereof:

 

  (a) Existence. It is a duly organised and validly existing limited partnership;

 

  (b) Ownership. It is the sole and exclusive record and beneficial owner of its portion of the Sale Shares, as set forth in the recitals to this Agreement, free and clear of all Encumbrances. Such Sale Shares have been duly authorized and validly issued. Delivery of such Sale Shares against payment therefor by the Purchasers pursuant to this Agreement on the Closing Date will pass valid title to such Sale Shares to the Purchasers, free and clear of all Encumbrances.

 

  (c) No Direct Selling Efforts. None of it, its affiliates, or any person or entity acting on its or their behalf has (other than the Purchasers or persons acting on any of their behalf, as to whom the Sellers make no representation), directly or indirectly, made offers or sales of any security, or solicited offers to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Sale Shares in a manner or under circumstances that would require the registration of Sale Shares under the Securities Act. Subject to the accuracy of the Purchasers’ representations herein, the sale and purchase of the Sale Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.

 

  (d) Acknowledgment. It acknowledges that (i) the Purchasers may be deemed “insiders” (as defined under relevant rules promulgated under the Securities Act and the United States Securities Exchange Act of 1934, as amended) with respect to the Company and (ii) there is no inequity or disparity of material information between itself and the Purchasers.

 

  (e) No Additional Representations. Except for the representations and warranties made by each Seller in Articles 3.1 and 3.2 hereof, neither the Sellers nor any other person makes any other express or implied representation or warranty with respect to the Sellers or any of their affiliates or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects or any information provided to the Purchasers or any of their affiliates or representatives, notwithstanding the delivery or disclosure to the Purchasers or any of their affiliates or representatives of any documentation, forecasts or other information in connection with the transactions contemplated hereby, and the Purchasers acknowledge the foregoing. Neither the Sellers nor any other person will have or be subject to any liability to the Purchasers or any other person resulting from the distribution to the Purchasers or any of their affiliates or representatives, or the Purchasers’ (or any of or any of their affiliates’ or representatives’) use of, any such information, including any information, documents, projections, forecasts, management presentations in expectation of the transactions contemplated hereunder or other material made available to them by the Sellers or their representatives, unless any such information is expressly included in a representation or warranty contained in Articles 3.1 and 3.2 hereof.

 

4


3.3 Representations and Warranties by the Purchasers

Each Purchaser, severally but not jointly, represents and warrants to each of the Sellers as of the date hereof that:

 

  (a) It is a duly organised and validly existing limited partnership.

 

  (b) Accredited Investor. It is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect.

 

  (c) Reliance on Exemptions. It understands that the Sale Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Sale Shares.

 

  (d) Investment Intent. The Sale Shares to be acquired by such Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Sale Shares.

 

  (e) Restricted Shares. Such Purchaser acknowledges that the Sale Shares are “restricted securities” as defined in Rule 144 under the Securities Act. Such Purchaser understands that the Sale Shares shall bear a restrictive legend unless such Sale Shares are sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Securities Act or any similar provision then in effect.

 

  (f) No Additional Representations. Except for the representations and warranties made by such Purchaser under Articles 3.1 and 3.3 hereof, neither such Purchaser nor any other person makes any other express or implied representation or warranty with respect to such Purchaser or any of its affiliates or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects or any information provided to the Sellers or any of their respective affiliates or representatives, notwithstanding the delivery or disclosure to the Sellers or any of their respective affiliates or representatives of any documentation, forecasts or other information in connection with the transactions contemplated hereby, and the Sellers acknowledge the foregoing. Neither such Purchaser nor any other person will have or be subject to any liability to the Sellers or any other person resulting from the distribution to the Sellers or any of their respective affiliates or representatives, or the Sellers’ (or any of or any of their respective affiliates’ or representatives’) use of, any such information, including any information, documents, projections, forecasts, management presentations in expectation of the transactions contemplated hereunder or other material made available to them by such Purchaser or its Representatives, unless any such information is expressly included in a representation or warranty contained in Articles 3.1 and 3.3 hereof.

 

5


4. CLOSING CONDITIONS

 

4.1 Conditions to the Obligations of the Purchasers

The obligation of the Purchasers to acquire the Sale Shares at the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Purchasers:

 

  (a) Representations and Warranties. The representations and warranties of each of the Sellers contained herein shall be true and correct, in each case as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date.

 

  (b) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or promulgated by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

 

  (c) Performance. The Sellers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by them at or prior to the Closing.

 

4.2 Conditions to the Obligations of the Sellers

The obligation of each of the Sellers to acquire the Sale Shares at the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Sellers:

 

  (a) Representations and Warranties. The representations and warranties of the Purchasers contained herein shall be true and correct, in each case as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date.

 

  (b) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or promulgated by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

 

  (c) Performance. The Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by them at or prior to the Closing.

 

6


5. CONFIDENTIALITY

Each of the Parties agrees to keep the terms and conditions of the transaction contemplated hereunder confidential, and will not disclose any foregoing information to any third party without consent of the other Party, except as legally required (including disclosure required in accordance with rules of any stock exchange where the Company’s Shares are listed) or to any representative or affiliate who is bound by a similar obligation of confidentiality.

 

6. FURTHER ASSURANCES

Each of the parties hereto agrees on behalf of itself and its assigns or successors in interest that it will, without further consideration, upon reasonable request, execute, acknowledge and deliver such other documents and take such further actions as reasonably may be necessary to consummate the purchase and sale of the Shares pursuant to the terms of this Agreement.

 

7. EXPENSES

Each of the Parties hereto agrees to pay all of their own respective closing costs and expenses (including, without limitation, attorneys’ fees and broker’s commissions), arising from this Agreement and the transactions contemplated hereby.

 

8. NO THIRD PARTY BENEFICIARIES

This Agreement shall not confer any rights or remedies upon any person other than the Sellers, the Purchasers and their respective successors.

 

9. SUCCESSION AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors. No party may assign this Agreement or any of such party’s rights, interests or obligations hereunder without the prior approval of the other party hereto.

 

10. ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the Parties and supersedes any previous agreements, arrangements or understandings between them relating to the subject matter hereof. To the fullest extent permitted by law, unless otherwise expressly provided for herein, no supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

 

11. SEVERABILITY

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party hereto.

 

7


12. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties hereto or thereto on separate counterparts each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

 

13. GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to any conflicts of law principles thereof.

Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof (the “Dispute”), shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. There shall be one arbitrator. The arbitration proceedings shall be conducted in English. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the Tribunal. Judgment upon any award made by the tribunal may be entered in any court having jurisdiction thereof.

 

14. AMENDMENT AND TERMINATION

This Agreement shall not be amended without each Party’s written consent. This Agreement may be terminated at any time prior to the Closing by either the Sellers or the Purchasers upon written notice to the other, if the Closing has not been consummated on or prior to 6:00 p.m., Hong Kong time, on December 31, 2012; provided, however, that the right to terminate this Agreement under this Article 14 shall not be available to any Party whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Article 14 shall be deemed to release any Party from any liability for any willful breach by such Party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other Party of its obligations under this Agreement.

 

15. NOTICE

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand, sent by facsimile or other electronic transmission with confirmation of receipt, sent via a reputable courier service with confirmation of receipt requested, to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):

To IDG Fund or IDG Investors:

c/o IDG Capital Management (HK) Limited

Unit 5505, The Center

99 Queen’s Road Central

Hong Kong

Fax: (852) 25291619

Att.: Mr. Simon Ho

Email: simon_ho@idgvc.com

With a copy to

 

8


c/o IDG Capital Investment Consultancy (Beijing) Co., Ltd.

Rm. 616, Tower A, COFCO Plaza

8 Jianguomennei Avenue

Beijing, 100005, China

Fax: (8610) 85120225

Att.: Mr. Xiaobing Yin

E-mail: xiaobin_yin@ idgvc.com.cn

To the Purchasers:

Warburg Pincus Private Equity X, L.P.

450 Lexington Avenue

New York, NY 10017

U.S.A.

Fax: +1 (212) 878 9200

Att.: Mr. Timothy J. Curt

and/or

Warburg Pincus X Partners, L.P.

450 Lexington Avenue

New York, NY 10017

U.S.A.

Fax: +1 (212) 878 9200

Att.: Mr. Timothy J. Curt

With a copy to:

Warburg Pincus Asia LLC

Suite 6703, Two IFC

8 Finance Street

Hong Kong

Fax: (852) 3010 3338

Att.: Mr. Andrew Chan

With a copy to:

Wilson Sonsini Goodrich & Rosati P.C.

Unit 1001, 10/F Henley Building

5 Queen’s Road Central

Hong Kong

Fax: (852) 39724999

Att.: Mr. Weiheng Chen

[Signature Page Follows]


IN WITNESS whereof this Agreement has been executed on the day and year first above written.

 

SELLERS

 

IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P., its General Partner

By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner

 

/s/ Chi Sing Ho

Name: Chi Sing Ho

Title: Director

 

IDG-ACCEL CHINA INVESTORS II L.P.

By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner

 

/s/ Chi Sing Ho

Name: Chi Sing Ho
Title: Director

 

PURCHASERS

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners LLC, its managing member

By: Warburg Pincus & Co., its managing member

 

/s/ Timothy J. Curt

Name: Timothy J. Curt

Title: Partner

 

WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners LLC, its managing member

By: Warburg Pincus & Co., its managing member

 

/s/ Timothy J. Curt

Name: Timothy J. Curt
Title: Partner

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT IN RELATION TO CHINA BIOLOGIC]