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. 9)*
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
17, 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 |
|
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
|
7 |
SOLE VOTING POWER
1,183,791[1] |
SHARES
BENEFICIALLY
|
8 |
SHARED VOTING POWER
0 |
OWNED BY
EACH
|
9 |
SOLE DISPOSITIVE POWER
1,183,791 |
REPORTING
PERSON WITH
|
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,791 |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.80%[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 24,656,612 shares of Common Stock outstanding as reported on the latest Form 10-Q of
China Biologic Products, Inc. filed on November 11, 2014.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 3 of 7 Pages |
Item 1. |
Security and Issuer. |
This Amendment No. 9 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.
This Amendment No. 9 to Schedule 13D
reflects the Reporting Person’s sale of Common Stock in a privately negotiated transaction on November 17, 2014. This Amendment
No. 9 to Schedule 13D is a final amendment and is an exit filing for the Reporting Person.
Item 2. |
Identity and Background. |
(a) This Amendment No. 9 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.
On November 17, 2014, the Reporting Person
sold in a privately negotiated transaction an aggregate of 1,183,790 shares of the Issuer’s Common Stock to Megavest Group
Limited, pursuant to the terms of a Share Purchase and Transfer Agreement (the “Share Purchase and Transfer Agreement”)
in exchange for an aggregate purchase price of $59,876,098. The summary of the sale described in this paragraph is qualified in
its entirety by reference to the Share Purchase and Transfer Agreement, a copy of which is attached as Exhibit 10.
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.
CUSIP No. 16938C106 |
SCHEDULE 13D |
Page 6 of 7 Pages |
Item 5. |
Interest in Securities of the Issuer. |
(a) As of the date of this Schedule 13D/A,
the Reporting Person beneficially owns 1,183,791 shares of Common Stock, which represents approximately 4.80% 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, 1,183,791 shares of Common Stock, which represents approximately
4.80% 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.
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
Exhibit 10 |
Share Purchase and Transfer Agreement between the Reporting Person and Megavest Group Limited, dated as of November 17, 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 18, 2014 |
|
|
|
|
|
|
|
|
|
|
SIU LING CHAN |
By: |
/s/ Siu Ling Chan |
|
|
Name: |
Siu Ling Chan |
|
|
|
|
|
|
|
|
|
EXHIBIT 10
SHARE PURCHASE AND TRANSFER AGREEMENT
This SHARE PURCHASE
AND TRANSFER AGREEMENT, dated November 17, 2014 (“Agreement”) is entered into by and between Ms. Siu Ling Chan
a Hong Kong resident (ID No. P725946(1), the “Seller”), and Megavest Group Limited (“Purchaser”),
a limited liability company organized under the laws of British Virgin Islands. The Seller and Purchaser are hereinafter collectively
referred to as “Parties” and each a “Party”.
WHEREAS, Seller owns
of record and beneficially an aggregate of 1,183,790 shares of common stock, par value US$0.0001 per share (the “Transferring
Shares”), of China Biologic Products, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”);
and
WHEREAS, Seller desires
to sell to Purchaser, and Purchaser desires to purchase and acquire from Seller the Transferring Shares.
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree
as follows:
Article
I
SHARES PURCHASE AND TRANSFER
Section 1.1 Share
Purchase and Transfer. On the Closing Date (as defined below) and subject to the terms and conditions set forth in this Agreement,
Seller shall sell, assign, transfer, convey and deliver the Transferring Shares to Purchaser, and Purchaser shall purchase and
accept the Transferring Shares from Seller in exchange for US$50.58 per Transferring Share. The aggregate purchase price for the
Transferring Shares shall be $59,876,098 (the “Purchase Price”).
Section 1.2 Purchaser’s
Rights. For the avoidance of any doubt, Purchaser shall have the sole voting right and sole investment power, including the
sole power to dispose or to direct the disposal, in connection with all of the Transferring Shares immediately upon Closing.
Section 1.3 Closing.
Upon the terms and subject to the conditions contained in this Agreement, the transfer of the Transferring Shares by Seller to
Purchaser and the consummation of the transactions contemplated hereby (the “Closing”) will take place and become
effective immediately upon the execution and delivery of this Agreement at the place and time mutually designated by the Parties.
The date on which the Closing occurs is referred to herein as the “Closing Date”. At the Closing, Seller shall
deliver or cause to be delivered the following documents to Purchaser: (i) a transaction receipt, and (ii) such other documents
as may be reasonably required by Purchaser in order to complete the purchase of the Transferring Shares from Seller by Purchaser.
At the Closing, Purchaser shall deliver or cause to be delivered to Seller the Closing Payment in accordance with Schedule A.
Article
II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents
and warrants to Purchaser as of the date hereof as follows:
Section 2.1 Organization.
Seller is an individual, and not a corporate entity or a trust.
Section 2.2 Authorization
and Validity of Agreements. Seller has all right, power and authority to execute and deliver this Agreement, to perform her
obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by the other party
and the performance of its obligations herein, this Agreement will constitute, a legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with the respective terms herein.
Section 2.3 No
Conflict or Violation. The execution, delivery and performance of this Agreement by Seller do not and will not violate any
provision of law, or any order, judgment (including, but not limited to, the HK Lawsuit, as defined hereunder) or decree of any
court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse
of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation
of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement, including, but not limited
to, the Repurchase Agreement by and among Seller, Mr. Lam Tung and the Company dated as of January 27, 2014, the Settlement Agreement
by and among Seller, Mr. Lam Tung, the Company and the plaintiffs to the HK Lawsuit dated January 27, 2014 (the “Settlement
Agreement”) or instrument to which Seller is a party or by which it is bound or to which any of their respective properties
or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever
upon any of the properties or assets of Seller, nor will it result in the cancellation, modification, revocation or suspension
of any of the licenses, franchises, permits to which Seller is bound.
Section 2.4 Consents
and Approvals. No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign,
or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by Seller
or the performance by Seller of her obligations hereunder.
Section 2.5 Litigation.
There is no action, suit, proceeding or investigation pending or threatened against the Seller that may affect the validity of
this Agreement or the right of Seller to enter into this Agreement or to consummate the transactions contemplated hereby. The lawsuit
in the High Court of the Hong Kong Special Administrative Region, Court of First Instance against Seller and Mr. Lam Tung with
respect to 5,178,962 shares of common stock, par value US$0.0001 per share, of the Company (Action No. 1424 of 2012) (the
“HK Lawsuit”), was settled pursuant to the Settlement Agreement.
Section 2.6 Seller’s
Status.
(a) Seller is a
sophisticated investor with sufficient investment or financial knowledge and experience as well as knowledge in the Company, which
enables her to properly evaluate the risks and merits of her participation in the transaction contemplated hereunder and protect
her own interest in connection therewith. Seller has made a determination based on her own independent review and such professional
advice as she deems appropriate that (i) her consideration of the sale of the Transferring Shares to Purchaser in the transaction
contemplated hereunder is fully consistent with her financial needs, objectives and condition, and (ii) the terms of the transaction
contemplated hereunder have been agreed through arm’s-length negotiation and are fair to Seller.
(b) Seller is the
sole record and beneficial owner of the Transferring Shares and has the full right, power and authority to sell and transfer the
Transferring Shares being transferred by her free and clear of any lien, encumbrance, option, charge, equitable interest or restriction.
(c) Seller is selling
the Transferring Shares for Seller’s own account only and not with a view to, or for sale in connection with, a distribution
of such Transferring Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). No
portion of the purchase price for such Transferring Shares will be received by the Company. The transaction hereunder is not conducted
at the request of the Company or for the Company’s benefits.
(d) Seller is not
an “affiliate” of the Company as such term is defined under Rule 144 of the Securities Act. Seller has held the Transferring
Shares for more than two years and at the time of Closing, such Transferring Shares shall be transferred to Purchaser free of the
restrictive legend under the Securities Act.
(e) At no time has
Seller presented Purchaser or any other party with or solicited Purchaser or any other party through any publicly issued or circulated
newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the transfer of the
Transferring Shares.
Section 2.7 Purchase
Price. Seller fully understands that the Purchase Price may be less than the current trading price of the Transferring Shares
and believes that, due to the size of Seller’s holdings, any attempt to dispose of the Transferring Shares on the public
market would most likely drive the market price down and result in an average price per share that is less than an amount equaling
(x) the Purchase Price divided by (y) the number of Transferring Shares. Seller believes it to be in Seller’s best
interest to sell the Transferring Shares at the Purchase Price, which represents the three-month average closing price of the Company’s
common stock on the NASDAQ stock market.
Section 2.8 Survival.
Each of the representations and warranties set forth in this Article II shall survive the Closing for a period terminating on the
second anniversary of the date of this Agreement.
Article
III
REPRESENTATIONS AND WARRANTIES OF Purchaser
Purchaser hereby represents
and warrants to Seller as of the date hereof as follows:
Section 3.1 Corporate
Organization. Purchaser is duly organized, validly existing and in good standing under the laws of the British Virgin Islands
and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted
and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by
Purchaser or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where
the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties,
assets, condition or results of operation of Purchaser.
Section 3.2 Authorization
and Validity of Agreements. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser
of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized
by all requisite corporate actions on the part of the Purchaser. This Agreement has been duly and validly executed and delivered
by the Purchaser, and is a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the
respective terms herein.
Section 3.3 No
Conflict or Violation. The execution, delivery and performance of this Agreement by Purchaser does not and will not violate
or conflict with any provision of the constituent documents of Purchaser, and does not and will not violate any provision of law,
or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of
or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination,
amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or
other agreement or instrument to which Purchaser is a party or by which it is bound or to which any of its respective properties
or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any
of the properties or assets of Purchaser, nor result in the cancellation, modification, revocation or suspension of any of the
licenses, franchises, permits to which Purchaser is bound.
Section 3.4 No
Approvals. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court
or governmental authority or agency, domestic or foreign, is necessary or required for the execution and delivery of this Agreement,
the performance by the Purchaser of its obligations hereunder or the consummation of the transactions contemplated by this Agreement.
Section 3.5 Purchaser’s
Status.
(a) Purchaser is a
sophisticated investor with sufficient investment or financial knowledge and experience, which enable Purchaser to properly evaluate
the risks and merits of Purchaser’s participation in the transaction contemplated hereunder and protect Purchaser’s
own interest in connection therewith. Purchaser has made a determination based on Purchaser’s independent review and such
professional advice (including access to, and consultation with, Purchaser’s own legal counsel) as Purchaser deems appropriate
that (i) Purchaser’s consideration received from the purchase of the Transferring Shares in the transaction contemplated
hereunder is fully consistent with Purchaser’s financial needs, objectives and condition, and the sources of such funds are
not affiliated with Seller, (ii) the terms of the transaction contemplated hereunder have been agreed through arm’s-length
negotiation and are fair to Purchaser, and (iii) the Purchase Price of the transaction contemplated hereunder represents the fair
value of the Transferring Shares.
(b) All Transferring
Shares to be acquired by Purchaser hereunder will be acquired by Purchaser for Purchaser’s own account, for investment and
not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities
Act.
(c) Purchaser further
acknowledges and confirms that (i) Purchaser is capable of bearing the economic risk and burden of its investment in the Transferring
Shares, the possibility of a complete loss of all of such investment and the possible low liquidity of the Company’s common
stock, (ii) at no time was Purchaser presented with or solicited by any leaflet, public promotional meeting, circular, newspaper
or magazine article, radio or television advertisement, or any other form of general advertising, (iii) Purchaser has substantial
experience in investing in securities and therefore has the ability to “fend for itself” in connection with its investment
in the Transferring Shares, and (iv) Purchaser has obtained sufficient information concerning the Company, its business, financial
condition and prospects based on the Company’s public disclosures to reach an informed and knowledgeable decision to acquire
the Transferring Shares.
Section 3.6 Disclosure.
This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or
on behalf of Purchaser in connection with the transactions contemplated by this Agreement, when taken together, do not contain
any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or
therein not misleading.
Section 3.7 Purchaser’s
Business. Purchaser does not engage in any plasma related business in China and is not a controlling shareholder, directly
or indirectly, of any such company.
Section 3.8 Survival.
Each of the representations and warranties set forth in this Article III shall survive the Closing for a period terminating on
the second anniversary of the date of this Agreement.
Article
IV
MISCELLANEOUS PROVISIONS
Section 4.1 Survival
of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement
(except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing
Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement. In the event of a
breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants
have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise,
whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before
the Closing Date.
Section 4.2 Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors
and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without
the prior written consent of the other parties.
Section 4.3 Fees
and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs
or expenses.
Section 4.4 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or by commercial
messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile or email
(with acknowledgment of complete transmission) to the Parties at the following addresses or at such other address for a Party as
shall be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received:
If to Seller, to:
Ms. Siuling Chan
c/o Dorsey & Whitney LLP
51 West 52nd Street
New York, New York 10019
Email: pan.catherine@dorsey.com
Attention: Catherine X. Pan-Giordano, Esq.
If to Purchaser, to:
Megavest Group Limited
c/o: Yajie Zheng
Email: yajie_zheng@yahoo.com.hk
With a copy to:
Pryor Cashman LLP
7 Times Square, New York, NY 10036
Email: echen@pryorcashman.com
Attention: Elizabeth Chen, Esq.
Section 4.5 Entire
Agreement. This Agreement, together with the schedules and exhibits hereto, represents the entire agreement and understanding
of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection
with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered
in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings
and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all
of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall
be admissible into evidence in any action or suit involving this Agreement.
Section 4.6 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.
Section 4.7 Titles
and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall
not affect the meaning or interpretation of this Agreement or of any term or provision hereof.
Section 4.8 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall be considered one and the same agreement.
Section 4.9 Governing
Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of New York State, without
regard to the principle of conflict laws thereunder. All disputes between the Parties arising out of or relating to this Agreement
shall be finally settled at the Hong Kong International Arbitration Centre (the “Center”) in accordance with
the Rules of Arbitration of the Center by one arbitrator appointed in accordance with said Arbitration Rules. The place of arbitration
shall be in Hong Kong. The arbitration shall be conducted in English. The resolution of any dispute by arbitration pursuant to
this Section shall be non-appealable, final, binding and conclusive on the Parties to such dispute and may be enforced and entered
as a judgment in any court of law with jurisdiction thereof. Notwithstanding the foregoing, any Party shall be free to seek interim
or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same.
Section 4.10 Enforcement
of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereto, this being in addition to any other remedy to which they are entitled at law or in equity.
Section 4.11 Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed
by all of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
[Signature Page to Follow.]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.
|
SELLER |
|
|
|
|
|
|
|
/s/ Siu Ling Chan |
|
SIU LING CHAN |
|
|
|
|
|
|
|
PURCHASER |
|
|
|
MEGAVEST GROUP LIMITED |
|
|
|
|
|
|
|
By: |
/s/ Yajie Zheng |
|
|
AUTHORIZED SIGNATORY |
|
|
YAJIE ZHENG |
[Signature Page to Share Purchase and Transfer
Agreement]
China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Jun 2024 to Jul 2024
China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Jul 2023 to Jul 2024