This Amendment No. 3 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. 3 to Schedule 13D is being filed by
Lin Ling Li (the "Reporting Person").
(b) The business address of the Reporting Person is 14 East
Hushan Road, Tai'an City, Shandong, 271000, People's Republic of China.
(c) Ms. Li is a Director of the Issuer and one of its
principal shareholders.
(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 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, Siu Ling Chan, 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
agrees 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.
On August 31, 2010, the Reporting Person entered into a
separate stock purchase agreement (the "Second Stock Purchase Agreement") with
Warburg Pincus, whereby the Reporting Person sold an aggregate of 770,000 shares
of the Issuer's Common Stock at a price of $13.00 per share to Warburg Pincus.
The closing of the sale occurred on the same day. Immediately after the closing,
the Reporting Person beneficially owned 6,142,624 shares of the Issuer's Common
Stock.
On December 10, 2010, the transactions contemplated in the
Stock Purchase Agreement dated May 30, 2010 closed. Immediately upon such
closing, the Reporting Person beneficially owns 4,592,624 shares of the Issuer's
Common Stock. In addition, after the closing, 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 7, which is required pursuant to the Stock
Purchase Agreement.
The 4,592,624 shares of Common Stock beneficially owned by
the Reporting Person and reported herein also include options to purchase 50,000
shares of Common Stock that are fully vested and currently exercisable or will
become exercisable within sixty (60) days of the date hereof at an exercise
price of $4.00 per share. The options held by the Reporting Person were issued
to the Reporting Person under the Issuer's 2008 Equity Incentive Plan (the
"Plan") as compensation for her services as a Director of the Issuer.