UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
Amendmetn No. 2
Under
the Securities Exchange Act of 1934*
China
Biologic Products, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
|
16938C106
|
(CUSIP
Number)
|
|
December
31, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X]
Rule 13d-1(c)
[ ] Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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
(the "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).
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity Fund, L.P. (20-5004931)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%* (see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*Based
on 23,319,977 outstanding
shares of common stock, par value $0.0001 per share, as reported by China
Biologic Products, Inc. on its Form S-1/A filed on January 25,
2010.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity Co-Invest Fund, L.P. (20-5249125)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%* (see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%
*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
*Based on
23,319,977 outstanding shares of common stock, par value $0.0001 per share, as
reported by China Biologic Products, Inc. on its Form S-1/A filed on January 25,
2010.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Private Equity GP, L.P. (20-5005219)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%* (see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* Based
on 23,319,977 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Biologic Products, Inc. on its Form S-1/A filed on January
25, 2010.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jayhawk
Capital Management, L.L.C. (48-1172612)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%* (see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
* Based
on 23,319,977 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Biologic Products, Inc. on its Form S-1/A filed on January
25, 2010.
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kent
C. McCarthy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
Less
than 5%*
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
Less
than 5%*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less
than 5%* (see Item 4)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less
than 5%*
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
* Based
on 23,319,977 outstanding shares of common stock, par value $0.0001 per share,
as reported by China Biologic Products, Inc. on its Form S-1/A filed on January
25, 2010.
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
The
principal business address of Jayhawk Private Equity Fund, L.P., Jayhawk Private
Equity Co-Invest Fund, L.P., Jayhawk Private Equity GP, L.P., Jayhawk Capital
Management, L.L.C., and Kent C. McCarthy is
930
Tahoe Blvd., 802-281, Incline Village, NV, 89451.
The
information below is as of December 31, 2008.
(a)
|
Amount beneficially
owned:
|
1. Jayhawk
Private Equity Fund, L.P.: Less than 5%
2. Jayhawk
Private Equity Co-Invest Fund, L.P.: Less than 5%
3. Jayhawk
Private Equity GP, L.P.: Less than 5%
4. Jayhawk
Capital Management, L.L.C.: Less than 5%
5. Kent
C. McCarthy: Less than 5%
1. Jayhawk
Private Equity Fund, L.P.: Less than 5%
2. Jayhawk
Private Equity Co-Invest Fund, L.P.: Less than 5%
3. Jayhawk
Private Equity GP, L.P.: Less than 5%
4. Jayhawk
Capital Management, L.L.C.: Less than 5%
5. Kent
C. McCarthy: Less than 5%
(c)
|
Number
of shares as to which the person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
1. Jayhawk Private Equity
Fund, L.P.: 0
2. Jayhawk
Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk
Private Equity GP, L.P.: 0
4. Jayhawk
Capital Management, L.L.C.: 0
5. Kent
C. McCarthy: 0
|
(ii)
|
Shared
power to vote or direct the vote:
|
|
1.
Jayhawk Private Equity Fund, L.P.: Less than 5%
2. Jayhawk
Private Equity Co-Invest Fund, L.P.: Less than 5%
3. Jayhawk
Private Equity GP, L.P.: Less than 5%
4. Jayhawk
Capital Management, L.L.C.: Less than 5%
5. Kent
C. McCarthy: Less than 5%
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
1. Jayhawk Private
Equity Fund, L.P.: 0
2.
Jayhawk Private Equity Co-Invest Fund, L.P.: 0
3. Jayhawk
Private Equity GP, L.P.: 0
4. Jayhawk
Capital Management, L.L.C.: 0
5. Kent
C. McCarthy: 0
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
1
.
Jayhawk Private Equity Fund, L.P.: Less than 5%
2. Jayhawk Private Equity Co-Invest Fund, L.P.: Less than
5%
3.
Jayhawk Private Equity GP, L.P.: Less than 5%
4. Jayhawk
Capital Management, L.L.C.: Less than 5%
5. Kent
C. McCarthy: Less than 5%
Percent
of class is based on 23,319,977 outstanding shares of common stock, par value
$0.0001 per share, as reported by China Biologic Products, Inc. on its Form
S-1/A filed on January 25, 2010.
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5% of the class of securities, check the
following:
|
By signing below each party certifies
that, to the best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the parties below
certify that the information set forth in this statement is true, complete and
correct.
|
|
|
|
|
|
|
|
|
/s/
Kent C. McCarthy
|
|
|
|
Kent
C. McCarthy
|
|
|
|
|
|
|
Jayhawk
Capital Management, L.L.C.
|
|
|
|
|
|
|
By:
|
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
|
|
|
|
|
|
Jayhawk
Private Equity GP, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Capital Management, L.L.C.,
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
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Title: Manager
|
|
|
|
|
|
|
Jayhawk
Private Equity Fund, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, L.L.C., the General Partner of
Jayhawk Private Equity GP, L.P.
|
|
|
|
|
|
|
Jayhawk
Pirvate Equity Co-Invest Fund, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, L.L.C., the General Partner of
Jayhawk Private Equity GP, L.P.
|
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AGREEMENT
REGARDING THE JOINT FILING OF SCHEDULE 13G
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to the Common Stock,
par value $0.0001 per share, of China Biologic Products, Inc., and further agree
that this Agreement be included as an exhibit to such filings.
In evidence whereof, the undersigned
have caused this Agreement to be executed on their behalf this 13th day of
February, 2009.
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|
|
|
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|
|
|
/s/
Kent C. McCarthy
|
|
|
|
Kent
C. McCarthy
|
|
|
|
|
|
|
|
|
|
|
Jayhawk
Capital Management, L.L.C.
|
|
|
|
|
|
|
By:
|
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager
|
|
|
|
|
|
|
Jayhawk
Private Equity GP, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Capital Management, L.L.C.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title: Manager
|
|
|
|
|
|
|
Jayhawk
Private Equity Fund, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
C. McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, L.L.C., the General Partner of
Jayhawk Private Equity GP, L.P.
|
|
|
|
|
|
|
Jayhawk
Pirvate Equity Co-Invest Fund, L.P.
|
|
|
|
|
|
|
By:
|
Jayhawk
Private Equity GP, L.P.
Its
general partner
/s/
Kent C. McCarthy
|
|
|
|
Name: Kent
McCarthy
|
|
|
|
Title:
Manager of Jayhawk Capital Management, L.L.C., the General
Partner of Jayhawk Private Equity GP, L.P.
|
|
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