-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLs72E/+2/D8pjP8wgXP4WMLjQ37JqORI9K1CYIOoiYmYtyY96/w4aB92A1gbEpC jIeWcSl68gS/BdgTeCj48A== 0001204459-08-002305.txt : 20081120 0001204459-08-002305.hdr.sgml : 20081120 20081120163215 ACCESSION NUMBER: 0001204459-08-002305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Biologic Products, Inc. CENTRAL INDEX KEY: 0001369868 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52807 FILM NUMBER: 081204228 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 8-K 1 cbiof8k112008.htm FORM 8-K China Biologic Products, Inc.: Form 8-K - Prepared by TNT Filings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): November 20, 2008 (November 14, 2008)

     
CHINA BIOLOGIC PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
   
  Delaware     000-52807      75-2308816  
(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
     
  No. 14 East Hushan Road,  
  Taian City, Shandong  
  People's Republic of China 271000  
     (Address of Principal Executive Offices)     
     
  (+86) 538 -620-2306  
Registrant's Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£

Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)

£

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 2, 2008, China Biologic Products, Inc. (the "Company") reported the entry of its BVI subsidiary, Logic Express Limited ("Logic Express"), into an Equity Transfer Agreement (the "Equity Transfer Agreement"), dated September 26, 2008, among Logic Express, Chongqing Dalin Biologic Technologies Co., Ltd. ("Dalin"), a PRC limited liability company, and Fan Shaowen, Chen Aimin, Chen Aiguo and Yang Gang, the shareholders of Dalin (collectively the "Dalin Shareholders"), for the purchase of an aggregate 90% equity interest in Dalin, for a price of RMB194,400,000. The RMB194,400,000 purchase price for the equity interests in Dalin was subject to adjustment upon the completion of financial and legal due diligence on Dalin and its subsidiary Qianfeng Biological Products Co. Ltd ("Qianfeng"), to be completed within 30 days of the execution of the Equity Transfer Agreement, or by October 26, 2008. On November 12, 2008, the Company reported the entry of Logic Express, the Dalin Shareholders and Dalin, into a supplemental agreement (the "Supplemental Agreement"), pursuant to which they agreed to extend the date for completion of the financial and legal due diligence to November 14, 2008.

On November 14, 2008, Logic Express, the Dalin Shareholders and Dalin agreed to enter into a second supplemental agreement (the "Second Supplemental Agreement") to further extend the date for completion of the financial and legal due diligence to November 30, 2008.

For details regarding terms of the Equity Transfer Agreement and the Supplemental Agreement, see the Company’s Current Reports on Form 8-K filed on October 2, 2008 and on November 12, 2008. An English translation of the Second Supplemental Agreement is attached to this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit  Exhibit Description
Number  
10.1 Equity Transfer Agreement, dated September 26, 2008, among Logic Express Limited, Dalin and
  certain shareholders of Dalin (incorporated by reference to Exhibit 10.1 to the Company’s Current
  Report on Form 8-K filed on October 2, 2008)
 
10.2 English Translation of Supplemental Agreement, dated November 3, 2008, among Logic Express
  Limited, Fan Shaowen, as representative of the Dalin shareholders and Dalin (incorporated by
  reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2008)
   
10.3* English Translation of Second Supplemental Agreement, dated November 14, 2008, among Logic
  Express Limited, Fan Shaowen, as representative of the Dalin shareholders and Dalin.

__________________
*Filed herewith

2


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  CHINA BIOLOGIC PRODUCTS, INC.
   
   
Date: November 20, 2008 /s/ Chao Ming Zhao  
  Chao Ming Zhao
  Chief Executive Officer

 


EXHIBIT INDEX

Exhibit  Exhibit Description
Number  
10.1 Equity Transfer Agreement, dated September 26, 2008, among Logic Express Limited, Dalin and
  certain shareholders of Dalin (incorporated by reference to Exhibit 10.1 to the Company’s Current
  Report on Form 8-K filed on October 2, 2008)
 
10.2 English Translation of Supplemental Agreement, dated November 3, 2008, among Logic Express
  Limited, Fan Shaowen, as representative of the Dalin shareholders and Dalin (incorporated by
  reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2008)
   
10.3* English Translation of Second Supplemental Agreement, dated November 14, 2008, among Logic
  Express Limited, Fan Shaowen, as representative of the Dalin shareholders and Dalin.

__________________
*Filed herewith


EX-10.3 2 cbiof112008exh103.htm EXHIBIT 10.3 China Biologic Products, Inc.: Exh 10.3 - Prepared by TNT Filings Inc.

Exhibit 10.3

SECOND SUPPLEMENTAL AGREEMENT

(English Translation)

PARTIES

Party A:

  • Shaowen Fan, Chinese National ID Number: 51010319530317097X
    Address: 10 University Road, Building 7, Unit 2, #5, Wuhou District, Chendu
     

  • Aimin Chen, Chinese National ID Number: 510103195503280962
    Address: 9 Guanghua Street, Unit 2, #7, Jinjiang District, Chendu
     

  • Aiguo Chen, Chinese National ID Number: 510202195304160027
    Address: 11 Linshi Xiang, #5 (1-2), Yuzhong District, Chongqing
     

  • Gang Yang, Chinese National ID Number: 512901196405130415
    Address: 16 Guojiaqiaozheng Street, Building 1, 9th Floor, #4, Wuhou District, Chendu

Party B:

  • LOGIC EXPRESS LTD ("Logic")
    Address: Drake Chambers, Road Town, Tortola, British Virgin Islands
    Authorized Representative: Chaoming Zhao, Chief Executive Officer

Party C:

  • Chongqing Dalin Biologic Technology Co., Ltd. ("Dalin")
    Address: Room 1-2, Unit 5, No. 11, Lingshi Street, Yuzhong District, Chongqing
    Legal Representative: Shaowen Fan
    Title: Chairman of Board of Directors

WHEREAS on September 26, 2008, Logic entered into an equity transfer agreement (the "Equity Transfer Agreement") with Dalin and Party A, pursuant to which Logic was obligated to complete the due diligence process (the "Due Diligence") within thirty days following the execution of the Equity Transfer Agreement. On November 3, all parties entered into a Supplement Agreement to extend the deadline for due diligence to November 14, 2008. As of the date of this Agreement, the Due Diligence has not been completed.

NOW THEREFORE the Parties to this Agreement, through amicable consultation based on the principle of mutual cooperation and benefit, hereby agree as the follows:

 


1. The Parties agreed that the completion date of the Due Diligence has been extended to November 30, 2008;

2. Party A and Party C will use their best efforts to corporate with Logic to complete all outstanding matters;

3. Mr. Shaowen Fan has requisite authorization from Party A to enter into this Agreement on behalf Party A; and

4. This Agreement shall have the same legal binding force with the Equity Transfer Agreement.

This Agreement is made in three copies with one copy for each party. The Agreement shall be effective upon the execution by each party.

Party A:

By: /s/ Shaowen Fan            
      Shaowen Fan

Party B:

LOGIC EXPRESS LTD.

By: /s/ Chaoming Zhao      
       Chaoming Zhao

Party C:

Chongqing Dalin Biologic Technology Co., Ltd

By: /s/ Shaowen Fan                
      Shaowen Fan

Date: November 14, 2008

 


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