This Amendment No. 2 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. 2 to Schedule 13D is being filed by Siu Ling Chan (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. Chan is the Chairwoman of the Board of Directors 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, 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 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. Immediately upon the closing of the
transactions contemplated in the Stock Purchase Agreement on December 10, 2010,
the Reporting Person beneficially owns 5,515,957 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 6, which is
required pursuant to the Stock Purchase Agreement.
The 5,515,957 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, pursuant to a stock option agreement, dated May 9, 2008, which
vested immediately on the grant date, (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 is the CEO of a primary operating
subsidiary of the Company, under the Issuer's Equity Incentive Plan, pursuant to
a stock option agreement, dated May 9, 2008, which vested immediately on the
grant date; and (iii) 3,333 shares out of the ten year non-qualified stock
options to purchase 40,000 shares of the Issuer's common stock, granted to the
Reporting Person's spouse, under the Issuer's equity incentive plan, pursuant to
a stock option agreement, dated July 11, 2010, which will vest in equal portions
on a quarterly basis over a 3-year period, with the first portion to vest on
October 11, 2010.