sc13d
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
China Biologic Products, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title and Class of Securities)
(CUSIP Number)
No.
14 East Hushan Road,
Taian City, Shandong
People’s Republic of China 271000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 (“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).
| |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
16938C106 |
SCHEDULE 13D |
Page |
|
2 |
|
of |
|
6 |
Pages |
| |
|
|
|
|
|
| 1 |
|
NAME OF REPORTING PERSON
Essence International Investment Limited |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
British Virgin Islands
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
1,550,000 (1) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
-0- |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
1,550,000 (1) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
-0- |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
1,550,000 (1) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
| |
6.02%(2) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON |
| |
|
| |
IV |
(1) Reflects (i) warrants (the “Warrants”) to purchase 750,000 shares
of common stock (the “Warrant Shares”) and (ii) 3.80% senior secured convertible notes in the aggregate principal
amount of $3,200,000 (the “Notes”) convertible into 800,000 shares of common stock (the “Conversion Shares”)
held by Essence International Investment Limited (“Essence”). The Warrants are exercisable to the extent the
corresponding portion of the Notes have been converted into Conversion Shares. Pursuant to a Guarantee and Pledge
Agreement dated June 5, 2009, Siu Ling Chan, a controlling shareholder of China Biologic Products, Inc. (“CBPO”),
pledged 3,000,000 shares of common stock in favor of Essence to secure certain obligations. The pledgor retains voting rights
in these shares. Upon the occurrence of certain events, Essence shall have the right to vote these shares. The pledged
shares are not reflected in the numbers set forth above. Although Essence does not own any shares of common stock of CBPO,
Essence may be deemed to have voting and dispositive power over any shares upon exercise of the Warrants and conversion
of the Notes.
(2) Based upon 24,213,533 shares outstanding as set forth in CBPO’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2010 and 800,000 shares of Common Stock (defined hereinafter) issuable upon conversion of the
Notes and 750,000 shares of Common Stock issuable upon exercise of the Warrants.
Item 1. Security and Issuer
This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 (the
“Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Issuer” or “CBPO”).
The principal executive offices of CBPO are located at No. 14 East Hushan Road, Taian City,
Shandong, People’s Republic of China 271000.
Item 2. Identity and Background
The name of the person filing this Schedule 13D is Essence International Investment Limited
(the “Reporting Person”). The Reporting Person is a British Virgin Islands corporation with its
principal office located at No. 1 Gao Lan Road, Shanghai, People’s Republic of China 200020. The
principal business of the Reporting Person is in the making and management of its investments in CBPO.
The name, business address, present principal occupation or employment (including name and
address of the corporation or organization in which such employment is conducted) and citizenship
of the sole director of the Reporting Person is set forth in Schedule A to this statement and is
incorporated herein by reference.
The Reporting Person and the sole director, have not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
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.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person entered into a Securities Purchase Agreement, dated as of June 5, 2009,
pursuant to which CBPO issued to the Reporting Person (i) 3.80% senior secured convertible notes in
the aggregate principal amount of $7,500,000 convertible into 1,875,000 shares of Common Stock and
(ii) warrants to purchase an additional 937,500 shares of Common Stock. Pursuant to this
transaction, the Reporting Person in aggregate beneficially owned approximately 11.58% of the
Company’s outstanding Common Stock on a fully-diluted basis based on 21,474,942 shares outstanding
as set forth in CBPO’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and the
1,875,000 shares of Common Stock issuable upon conversion of the Notes and 937,500 shares of Common
Stock issuable upon exercise of the Warrants.
Capital contributions from the shareholders of the Reporting Person were used to fund the purchase
of the Notes and Warrants.
Item 4. Purpose of Transaction
The Reporting Person holds the shares to which this Schedule 13D relates for investment
purposes.
Depending upon market conditions and other factors, including compliance with applicable legal
requirements, the Reporting Person may change its ownership interests in the Issuer through the
exercise of the Warrants, conversion of the Notes, acquisition of additional shares of Common Stock
(in open market transactions or otherwise) or disposition of the Warrants, Notes or underlying
shares of Common Stock.
The Reporting Person intends to continually review its investment in the Issuer. Depending
upon the results of such review and other factors that the Reporting Person deems relevant to an
investment in the Issuer, the Reporting Person may take or propose to take, alone or in conjunction
with others including the Issuer, other actions intended to increase or decrease the Reporting
Person’s investment in the Issuer or the value of its investment in the Issuer, which could include
one or more of the transactions or actions referred to in paragraphs (a) through (j) of the
instructions to Item 4 of Schedule 13D.
Notwithstanding anything contained herein, the Reporting Person specifically reserves the
right to change its intentions with respect to any or all of the matters referred to in this
Schedule 13D.
Item 5. Interest in Securities of the Issuer
On November 4, 2010, the Reporting Person entered into a Stock Purchase Agreement with a third
party whereby the Reporting Person agreed to sell 700,000 shares of Common Stock to the third
party. On November 10, 2010, the Reporting Person converted $2,800,000 of the 3.80% senior secured
convertible notes at a conversion price of $4.00 per share into 700,000 shares of Common Stock. On
November 16, 2010, the Reporting Person consummated the sale of the 700,000 shares of Common Stock
to the third party pursuant to the Stock Purchase Agreement.
On November 19, 2010, the shareholders of the Reporting Person approved the redemption of
shares from a shareholder owning 20% of its issued share capital for a consideration equal to 20%
of the Reporting Person’s initial investment in CBPO. As such, the Reporting Person is obligated to transfer to the shareholder $1,500,000 principal amount of
the 3.80% Notes, which are convertible into 375,000 shares of Common Stock, and Warrants to
purchase an additional 187,500 shares of Common Stock. The Reporting Person has commenced the
process of transferring these securities to the shareholder and no longer has beneficial ownership
over these securities as of the date hereof.
As of the date hereof, the Reporting Person beneficially owns (i) $3,200,000 principal amount
of the 3.80% Notes, which are convertible into 800,000 shares of Common Stock, and (ii) Warrants to
purchase an additional 750,000 shares of Common Stock, which in the aggregate represent 6.02% of
the Company’s outstanding Common Stock on a fully-diluted basis based on 24,213,533 shares
outstanding as set forth in CBPO’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2010 and the 800,000 shares of Common Stock issuable upon conversion of the Notes and 750,000
shares of Common Stock issuable upon exercise of the Warrants. The number of shares of Common
Stock to be received upon the exercise of the Warrants and the conversion of the Notes as to which
the Reporting Person has voting and dispositive authority is set forth in Items 8 and 10 of the
inside cover page to this Statement relating to the Reporting Person (which are incorporated into
this Item 5 by reference).
Item 6. Contracts, Arrangements, Undertakings or relationships with Respect to Securities of the
issuer
Other than the agreement incorporated by reference and set forth as Exhibit 1 hereto,
to the knowledge of the Reporting Person, there are no contracts, arrangements, undertakings or
relationships (legal or otherwise) among the Reporting Person and between such persons and any
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 losses, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
| |
|
|
|
Exhibit 1
|
|
Guarantee and Pledge Agreement, dated as of June 5, 2009, by and
among Siu Ling Chan, Essence International Investment Limited,
Jayhawk Private Equity Co-Invest Fund, L.P. and Jayhawk Private
Equity Fund, L.P. (Exhibit 10.2 to the Form 8-K (File No.
0-52807), filed June 5, 2009, and incorporated herein by
reference). |
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 24, 2010
| |
|
|
|
|
| |
ESSENCE INTERNATIONAL INVESTMENT LIMITED
|
|
| |
By: |
/s/ Lixin TIAN
|
|
| |
|
Name: |
Lixin TIAN |
|
| |
|
Title: |
Sole Director |
|
The following table sets forth the name, present principal occupation or employment (and the
name, principal business and address of any corporation or other organization in which such
employment is conducted) for the sole director of Essence International Investment Limited. The
business address for the sole director listed below is c/o Essence International Investment
Limited, at No. 14 East Hushan Road, Taian City, Shandong, People’s Republic of China 271000. The
sole director is a Hong Kong citizen. The sole director does not beneficially own any shares of
Common Stock of China Biologic Products, Inc.
| |
|
|
| Name |
|
Principal Occupation/ Employment |
Lixin TIAN
|
|
Sole Director, Essence International Investment Limited |