UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO § 240.13d -1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d -2(a)
(Amendment No. 8)*
CHINA BIOLOGIC PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
16938C106
(CUSIP Number)
18th Floor, Jialong International Building
19 Chaoyang Park Road, Chaoyang District, Beijing 100125
People’s Republic of China
(86) 10-6598-3111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November
3, 2014
(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. ¨
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 2 of 7 Pages |
1 |
NAME OF REPORTING PERSONS
Siu Ling Chan |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
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|
4 |
SOURCE OF FUNDS
PF (See Item 3 of this Schedule 13D) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
2,367,5811 |
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|
8 |
SHARED VOTING POWER
0 |
|
|
9 |
SOLE DISPOSITIVE POWER
2,367,581 |
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10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,367,581 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
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|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.67%2 |
14 |
TYPE OF REPORTING PERSON
IN |
1 Includes
a 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 under the Issuer’s 2008 Equity Incentive Plan.
2 All
percentage calculations set forth herein are based on 24,481,096 shares of Common Stock outstanding as reported on the latest
Form 10-Q of China Biologic Products, Inc. filed on August 5, 2014.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 3 of 7 Pages |
| Item
1. | Security
and Issuer. |
This Amendment No. 8 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 18th Floor, Jialong International
Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, 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. 8 to Schedule
13D is being filed by Siu Ling Chan (the “Reporting Person”).
(b) The residential address of the Reporting
Person is 14B Yue Liang Building, Hualing Road, Fuzhou, People’s Republic of China.
(c) The Reporting Person is a principal
shareholder of the Issuer.
(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
or 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 transactions contemplated in the Securities Purchase Agreement, the Reporting Person owned 6,862,624
shares of the Issuer’s Common Stock.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 4 of 7 Pages |
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 agreed 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 owned 5,512,624 shares of
the Issuer’s Common Stock. In addition, pursuant to the Stock Purchase Agreement, 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 Issuer 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 was required pursuant to the Stock Purchase Agreement.
The 5,512,624 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 (the “Plan”), pursuant to a stock option agreement, dated May 9, 2008, which vested immediately on the grant date,
and (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 was the CEO of a primary operating subsidiary of the Issuer, under the Plan,
pursuant to a stock option agreement, dated May 9, 2008, which vested immediately on the grant date.
On May 21, 2013, the Reporting Person and
her spouse, Tung Lam, entered into a stock purchase agreement (the “2013 Stock Purchase Agreement”) with Shanghai RAAS
Blood Products Co., Ltd. (“RAAS”), whereby, subject to the satisfaction of certain closing conditions, the Reporting
Person generally agreed, among other things, to sell an aggregate of 2,657,660 shares of the Issuer’s Common Stock at a price
of $20 per share to RAAS. However, on June 7, 2013, the Reporting Person, her spouse and RAAS entered into a Termination of Stock
Purchase Agreement (the “Termination”), pursuant to which the 2013 Stock Purchase Agreement was mutually terminated
by the parties thereto, and became of no force and effect, effective as of the date of the execution of the 2013 Stock Purchase
Agreement. The summary of the Termination herein is qualified in its entirety by reference to the Termination, a copy of which
is attached as Exhibit 8.
On January 27, 2014, the Reporting Person
and her spouse, Tung Lam, entered into a repurchase agreement with the Issuer (the “Repurchase Agreement”), providing
for the sale of 2,500,000 of the Reporting Person’s 5,362,624 shares of Common Stock to the Issuer in exchange for cash payment
(the “Sale”). Following the repurchase, the Reporting Person will have 2,862,624 shares of Common Stock remaining (the
“Remaining Shares”). Pursuant to the Repurchase Agreement, at the effective time of the Sale, the Issuer has agreed
to repurchase all 2,500,000 shares of Common Stock held by the Reporting Person for an aggregate purchase price of US$70,000,000.
The summary of the Sale herein is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached
as Exhibit 9.
Along with the execution of the Repurchase
Agreement, the Reporting Person and her spouse entered into a settlement agreement (the “Settlement Agreement”) with
the plaintiffs (the “Plaintiffs”) and their agents in connection with a pending lawsuit in the High Court of the Hong
Kong Special Administrative Region, Court of First Instance against the Reporting Person and her spouse with respect to the ownership
dispute regarding 5,362,624 shares of the Common Stock owned by the Reporting Person (Action No. 1424 of 2012, the “HK Lawsuit”).
Pursuant to the Repurchase Agreement, a portion of the aggregate purchase price has been delivered to the Plaintiffs and their
agents in satisfaction of the Settlement Agreement and the complete settlement of the HK Lawsuit, which has settled the ownership
dispute regarding all the shares of Common Stock owned by the Reporting Person. Additionally, the Settlement Agreement provides
for an application for the revocation of the injunction issued by the court in the HK Lawsuit on the transfer of shares of Common
Stock owned by the Reporting Person. The closing of the transaction contemplated in the Repurchase Agreement is conditioned upon
the effectiveness of the Settlement Agreement and the revocation of the injunction, among other conditions.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 5 of 7 Pages |
On February 27, 2014, the Reporting Person
completed the transactions contemplated by the Repurchase Agreement, including the sale of 2,500,000 of the Reporting Person’s
shares of Common Stock to the Issuer, resulting in the Reporting Person owning 2,862,624 shares of the Issuer’s Common Stock,
not including any stock options.
On March 14, 2014, the Reporting Person
elected to make a cash exercise of her option to purchase 50,000 shares of the common stock of the Issuer, resulting in the Reporting
Person owning 2,912,624 shares of the Issuer’s Common Stock, not including any stock options.
On various dates between September 15, 2014
and October 24, 2014, the Reporting Person sold an aggregate of 338,125 shares of the Issuer’s Common Stock on the open market
in multiple transactions at prices ranging from approximately $52.00 to $56.00 resulting in the Reporting Person’s disposal
of more than one percent of the Issuer’s Common Stock.
On various dates between October 27, 2014
and November 3, 2014, the Reporting Person sold an aggregate of 318,429 shares of the Issuer’s Common Stock on the open
market in multiple transactions at prices ranging from $56.00 to $65.12 resulting in the Reporting Person’s disposal of
more than one percent of the Issuer’s Common Stock.
| Item 4. | Purpose
of the Transaction. |
The Reporting Person acquired the Common
Stock pursuant to the Agreements and the Plan as described in Item 3 above. In connection with the Share Exchange Agreement, there
were changes to the Issuer’s board of directors which were more fully described in the registration statement on Form SB-2
filed by the Issuer on September 5, 2007. As described in Item 3 above, the Reporting Person entered into the Stock Purchase Agreement
with Warburg Pincus on May 30, 2010 and, upon the closing of the transactions contemplated in the Stock Purchase Agreement on December
10, 2010, the Reporting Person became obligated to use her best efforts to cause an individual nominated by Warburg Pincus to be
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 Issuer 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 was required pursuant to the Stock Purchase Agreement. As described in Item 3 above,
the Reporting Person entered into the 2013 Stock Purchase Agreement with RAAS on May 21, 2013, but that agreement was mutually
terminated by the parties thereto, effective as of the date of the execution of the 2013 Stock Purchase Agreement, pursuant to
the Termination. In addition, as described in Item 3 above, the Reporting Person entered into the Repurchase Agreement with the
Issuer, the Settlement Agreement with the Plaintiffs and their agents in the HK Lawsuit.
Depending upon future evaluations of the
business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions
and stock market conditions, the Reporting Person may purchase additional equity or other securities of the Issuer or dispose of
some or all of her holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions,
subject to relevant applicable securities laws and regulations and any contractual obligations under the Repurchase Agreement if
applicable.
Except as set forth in this Schedule 13D/A
and the registration statement on Form SB-2 referred to above, the Reporting Person has not made any proposals, and has not entered
into any agreements, which would be related to or would result in any of the events or matters described in part (a) through (j)
of Item 4 of Schedule 13D/A.
| Item 5. | Interest
in Securities of the Issuer. |
(a) As of the date of this Schedule 13D/A,
the Reporting Person beneficially owns 2,367,581 shares of Common Stock, which represents approximately 9.67% of the issued and
outstanding shares of Common Stock of the Issuer. The Reporting Person does not own any other securities of the Issuer.
(b) The Reporting Person has the sole power
to vote, or direct the vote, and dispose of, or direct the disposition of, 2,367,581 shares of Common Stock, which represents approximately
9.67% of the outstanding shares of Common Stock of the Issuer.
(c) Except as disclosed in Item 3 above,
the Reporting Person has not effected any transactions in the Issuer’s securities within the past sixty (60) days. As described
in Item 3 above, the Reporting Person entered into the Repurchase Agreement with the Issuer and the Settlement Agreement with the
Plaintiffs and their agents in the HK Lawsuit.
(d) Other than the Reporting Person, no
other person 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 the Reporting Person’s securities.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 6 of 7 Pages |
| Item 6. | Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Except as disclosed in this Schedule 13D/A
and in the registration statement on Form SB-2 filed by the Issuer on September 5, 2007, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities
of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies. As disclosed in Item 3 above, on February 27, 2014, pursuant to the Repurchase Agreement, the Reporting Person sold 2,500,000
of the Reporting Person’s shares of Common Stock to the Issuer in exchange for a cash payment of $70,000,000. The summary
of the Sale herein is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is attached as Exhibit 9.
The Reporting Person and her spouse also entered into the Settlement Agreement with the Plaintiffs and their agents in the HK Lawsuit,
providing for the settlement of the HK Lawsuit and an application for the revocation of the injunction on the transfer of shares
of Common Stock by the Reporting Person. The injunction in the HK Lawsuit was lifted on February 6, 2014, prior to the completion
of the repurchase transaction.
| Item 7. | Material
to be filed as Exhibits. |
Exhibit 1 |
Share Exchange Agreement among the Issuer, Logic Express and the selling stockholders signatory thereto, dated as of July 18, 2006, incorporated by reference to Exhibit 2.1 to the Issuer’s registration statement on Form SB-2 filed on September 5, 2007 |
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Exhibit 2 |
Securities Purchase Agreement among the Issuer, Logic Express, Shandong Missile Biologic Products Co., Ltd., and the selling stockholders and investors signatory thereto, dated as of July 18, 2006 incorporated by reference to Exhibit 4.1 to the Issuer’s registration statement on Form SB-2 filed on September 5, 2007 |
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Exhibit 3 |
Issuer’s 2008 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the current report on Form 8-K, filed by the Issuer on May 13, 2008 |
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Exhibit 4 |
Form of Stock Option Award Agreement of Issuer, incorporated by reference to Exhibit 10.5 of the current report on Form 8-K, filed by the Issuer on May 13, 2008 |
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Exhibit 5 |
Stock Purchase Agreement among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and the selling stockholders signatory thereto, dated as of May 30, 2010, incorporated by reference to Exhibit 5 of the Schedule 13D/A, filed by the Reporting Person on June 25, 2010 |
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Exhibit 6 |
Registration Rights Agreement among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and China Biologic Products, Inc., dated as of December 10, 2010, incorporated by reference to Exhibit 4.1 of the current report on Form 8-K, filed by the Issuer on September 14, 2010 |
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Exhibit 7 |
Stock Purchase Agreement among the Reporting Person, Tung Lam and Shanghai RAAS Blood Products, Co., Ltd., dated as of May 21, 2013, incorporated by reference to Exhibit 7 of the Schedule 13D/A filed by the Reporting Person on May 22, 2013 |
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Exhibit 8 |
Termination of Stock Purchase Agreement among the Reporting Person, Tung Lam and Shanghai RAAS Blood Products, Co., Ltd., dated as of June 7, 2013, incorporated by reference to Exhibit 8 of the Schedule 13D/A filed by the Reporting Person on June 7, 2013 |
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Exhibit 9 |
Repurchase Agreement among the Reporting Person, Tung Lam and Issuer, dated as of January 27, 2014, incorporated by reference to Exhibit 9 of the Schedule 13D/A filed by the Reporting Person on January 28, 2014 |
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 4, 2014 |
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SIU LING CHAN |
By: |
/s/ Siu Ling Chan |
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Name: |
Siu Ling Chan |
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