0001140361-20-001388.txt : 20200124 0001140361-20-001388.hdr.sgml : 20200124 20200124075826 ACCESSION NUMBER: 0001140361-20-001388 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20200124 DATE AS OF CHANGE: 20200124 GROUP MEMBERS: FULLERTON MANAGEMENT PTE LTD GROUP MEMBERS: TEMASEK LIFE SCIENCES PRIVATE LTD GROUP MEMBERS: V-SCIENCES INVESTMENTS PTE LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Biologic Products Holdings, Inc. CENTRAL INDEX KEY: 0001369868 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 752308816 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83122 FILM NUMBER: 20543684 BUSINESS ADDRESS: STREET 1: 18TH FL, JIALONG INTERNATIONALBUILDING STREET 2: 19 CHAOYANG PARK ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100125 BUSINESS PHONE: 86-10-6598-3111 MAIL ADDRESS: STREET 1: 18TH FL, JIALONG INTERNATIONALBUILDING STREET 2: 19 CHAOYANG PARK ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100125 FORMER COMPANY: FORMER CONFORMED NAME: China Biologic Products, Inc. DATE OF NAME CHANGE: 20070213 FORMER COMPANY: FORMER CONFORMED NAME: GRC Holdings, Inc. DATE OF NAME CHANGE: 20060721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13D/A 1 formsc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
China Biologic Products Holdings, Inc.
(Name of Issuer)
 
Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
 
G21515104
(CUSIP Number)
 
Andrew Ang Lye Whatt
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891

With Copies to:

Denise Shiu, Esq.
Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center
5 Dong San Huan Zhong Lu
Chaoyang District, Beijing, China
Telephone: + 86 10 5920 1080
Facsimile: + 86 10 5879 3902
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
 
January 23, 2020
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ☐
 
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).



SCHEDULE 13D

CUSIP No. G21515104
 
1
NAMES OF REPORTING PERSONS
 
 
Temasek Holdings (Private) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,240,000 Ordinary Shares (See Item 5) (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.2%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


(1)
Such number of Ordinary Shares includes 250,000 Ordinary Shares that Double Double has agreed to sell to V-Sciences pursuant to and subject to the terms and conditions of the SPA.
(2)
Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

2

CUSIP No. G21515104
 
1
NAMES OF REPORTING PERSONS
 
 
Fullerton Management Pte Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,240,000 Ordinary Shares (See Item 5) (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.2%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)
Such number of Ordinary Shares includes 250,000 Ordinary Shares that Double Double has agreed to sell to V-Sciences pursuant to and subject to the terms and conditions of the SPA.
(2)
Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

3

CUSIP No. G21515104
 
1
NAMES OF REPORTING PERSONS
 
 
Temasek Life Sciences Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,240,000 Ordinary Shares (See Item 5)(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.2%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)
Such number of Ordinary Shares includes 250,000 Ordinary Shares that Double Double has agreed to sell to V-Sciences pursuant to and subject to the terms and conditions of the SPA.

(2)
Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

4

CUSIP No. G21515104
 
1
NAMES OF REPORTING PERSONS
 
 
V-Sciences Investments Pte Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,240,000 Ordinary Shares (See Item 5) (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.2%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)
Such number of Ordinary Shares includes 250,000 Ordinary Shares that Double Double has agreed to sell to V-Sciences pursuant to and subject to the terms and conditions of the SPA.
(2)
Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

5

Introduction
 
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No.1 to Schedule 13D (this “Amendment No.1”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 30, 2019 (the “Schedule 13D”), by each of Temasek Holdings (Private) Limited (“Temasek”), Fullerton Management Pte Ltd (“FMPL”), Temasek Life Sciences Private Limited (“TLS”) and V-Sciences Investments Pte Ltd (“V-Sciences”) with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”).

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

All of the funds required to acquire the Sale Shares (as defined in Item 4 below) are currently expected to be provided by Temasek to V-Sciences.

Item 4.
Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 23, 2020, V-Sciences and Double Double Holdings Limited (“Double Double”) entered into a share purchase agreement (the “SPA”). Pursuant to and subject to the terms and conditions of the SPA, Double Double agreed to sell to V-Sciences 250,000 Ordinary Shares (the “Sale Shares”) at a per share purchase price of $120.00. Neither Double Double, as the seller, nor V-Sciences, as the purchaser, may assign its rights or obligations under the SPA without prior written consent of the other party, except that V-Sciences may assign its rights and obligations thereunder to (i) any of its affiliates, (ii) any of the investment funds managed or advised by it or such affiliate, (iii) any of the investment vehicles of it, such affiliate or such fund (other than any portfolio companies of it, such affiliate or such fund), or (iv) any member of the Buyer Consortium or their respective affiliates. The closing of the transactions under the SPA, including the sale and purchase of the Sale Shares, are subject to customary closing conditions contained in the SPA and shall take place on the date that is the third business day following the satisfaction or waiver of such closing conditions or such other date as may be agreed by Double Double and V-Sciences; provided, that in no event shall the closing occur prior to the later of (a) the date that is thirty (30) days following the date on which a transaction statement on Schedule 13E-3 in respect of the transactions contemplated by the SPA and by the share purchase agreements entered into between Double Double and each of certain other Initial Consortium Members, respectively, is first filed with the SEC and (b) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act.

On January 23, 2020, Double Double, Point Forward Holdings Limited (“Point Forward”) and the existing Initial Consortium Members entered into an Amendment No. 1 to the Consortium Agreement (the “Consortium Agreement Amendment”) to reflect, among other things, certain changes in the Rollover Securities held by the members of the Buyer Consortium and their respective affiliates that would occur if the transactions contemplated by the SPA and the share purchase agreements between Double Double and  each of certain other Initial Consortium Members (the “Other SPAs”) are consummated.

In connection with the entry into the SPA and the Consortium Agreement Amendment by and among the relevant parties, the Board has granted to Beachhead, Double Double, PWM, CITIC Capital, Hillhouse and Temasek a waiver from complying with certain restrictions as agreed under (i) those certain investor rights agreements entered into by and between each of Beachhead, Double Double, PWM, CITIC Capital, Hillhouse and other applicable parties, respectively, and the Issuer, and (ii) those certain confidentiality agreements, dated as of October 20, 2019, entered into by each of Beachhead, PWM, CITIC Capital, Hillhouse and Temasek, respectively, and the Issuer.  The Board has also determined, among other things, that parties to the Consortium Agreement Amendment, the SPA and the Other SPAs will not be deemed to be an “Acquiring Person” under the Issuer’s currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be otherwise triggered for the entry into the Consortium Agreement Amendment, the SPA and the Other SPAs.

References to the SPA and the Consortium Agreement Amendment in this Amendment No. 1 are qualified in their entireties by reference to the SPA and the Consortium Agreement Amendment, copies of which are attached hereto as Exhibits 2 and 3 incorporated herein by reference in their entireties.

Item 5.
Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

6

(a)–(b) The following information with respect to the ownership of Ordinary Shares by the Reporting Persons filing this Schedule 13D is provided as of the date of this filing:

Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by FMPL, TLS, and V-Sciences.

FMPL, through its ownership of TLS, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by TLS and V-Sciences.

TLS, through its ownership of V-Sciences, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by V-Sciences.

V-Sciences is the direct beneficial owner of 1,240,000 Ordinary Shares.

Because of the arrangements in the Consortium Agreement and the Consortium Agreement Amendment, the parties to such agreements may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act.  Neither the filing of this Amendment No.1 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned by Beachhead, Double Double, Point Forward, PWM, Parfield, CITIC Capital and Hillhouse and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth herein, the Reporting Persons have not engaged in any transactions in the Issuer’s securities during the past 60 days prior to the obligation to file this Amendment No. 1.  To the knowledge of the Reporting Persons, none of any director or executive officer of any Reporting Person has effected any transactions in the Issuer’s securities during the past 60 days prior to the obligation to file this Amendment No. 1.

(d) To the best knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares directly held by V-Sciences, other than each of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the principal terms of the SPA and the Consortium Agreement Amendment under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.
 
Exhibit 1* Information regarding the Instruction C persons (which amends and restates the Exhibit 2 to the Schedule 13D filed with the Commission by the Reporting Persons with respect to the Issuer on September 30, 2019 in its entirety)

Exhibit 2* SPA dated January 23, 2020 by and between Double Double and V-Sciences

Exhibit 3* Consortium Agreement Amendment dated January 23, 2020 by among Double Double, Point Forward and other existing Initial Consortium Members

Exhibit 4  Joint Filing Agreement dated September 30, 2019 by and among the Reporting Persons relating to the filing of a joint statement on Schedule 13D (filed as Exhibit 6 to the Schedule 13D filed with the Commission by the Reporting Persons with respect to the Issuer on September 30, 2019, and incorporated herein by reference)

* Filed herewith 

7

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.
 
Date: January 24, 2020

 
TEMASEK HOLDINGS (PRIVATE) LIMITED
 
 
 
By:
/s/ Andrew Ang Lye Whatt
 
 
Name: Andrew Ang Lye Whatt
 
 
Title: Authorised Signatory

 
FULLERTON MANAGEMENT PTE LTD
 
 
 
By:
/s/ Cheong Kok Tim
 
 
Name: Cheong Kok Tim
 
 
Title: Director

 
TEMASEK LIFE SCIENCES PRIVATE LIMITED
 
 
 
By:
/s/ Lim Siew Lee Sherlyn
 
 
Name: Lim Siew Lee Sherlyn
 
 
Title: Director

 
V-SCIENCES INVESTMENTS PTE LTD
 
 
 
By:
/s/ Fidah Alsagoff
 
 
Name: Fidah Alsagoff
 
 
Title: Authorised Signatory



EX-99.1 2 ex99_1.htm EXHIBIT 1
EXHIBIT 1

The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.

The following is a list of the executive officers and directors of Temasek Holdings (Private) Limited:

Name, Business Address, Position
 
Principal Occupation
  
Citizenship
         
Lim Boon Heng
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Chairman and Director,
Temasek Holdings (Private) Limited)
 
Chairman,
Temasek Holdings (Private) Limited

Singaporean
     
Cheng Wai Keung
3 Killiney Road
#10-01 Winsland House 1
Singapore 239519
(Deputy Chairman and Director,
Temasek Holdings (Private) Limited)

Chairman and Managing Director,
Wing Tai Holdings Limited

Singaporean
     
Goh Yew Lin
50 Raffles Place
#33-00 Singapore Land Tower
Singapore 048623
(Director, Temasek Holdings (Private) Limited)

Managing Director,
G.K. Goh Holdings Limited

Singaporean
     
Teo Ming Kian
250 North Bridge Road
#11-01 Raffles City Tower
Singapore 179101
(Director, Temasek Holdings (Private) Limited)

Chairman,
Vertex Venture Holdings Ltd.

Singaporean
     
Marcus Wallenberg
SE-106 40
Stockholm, Sweden
(Director, Temasek Holdings (Private) Limited)

Chairman,
Skandinaviska Enskilda Banken,
Saab AB and FAM AB

Swedish
         
Robert Bruce Zoellick
c/o 601 Thirteenth Street NW – Suite 830S, Washington, DC 20005
USA
(Director, Temasek Holdings (Private) Limited)
 
Board Member,
Twitter

American


Name, Business Address, Position

Principal Occupation
  
Citizenship
         
Chin Yoke Choong Bobby
c/o 1 Joo Koon Circle
#13-01 FairPrice Hub
Singapore 629117 
(Director, Temasek Holdings (Private) Limited)

Deputy Chairman,
NTUC Enterprise Cooperative Limited

Singaporean
     
Ng Chee Siong Robert
11th - 12th Floors
Tsim Sha Tsui Centre
Salisbury Road
Tsim Sha Tsui, Kowloon, Hong Kong 
(Director, Temasek Holdings (Private) Limited)

Chairman,
Sino Land Company Ltd.

Singaporean /
Hong Kong Permanent Resident
     
Peter Robert Voser
Affolternstrasse 44
8050 Zurich
Switzerland 
(Director, Temasek Holdings (Private) Limited)

Chairman,
ABB Ltd

Swiss
         
Lee Ching Yen Stephen
No.160 Robinson Road
#13-06 SBF Center Singapore 068914
(Director, Temasek Holdings (Private) Limited)

Managing Director
Great Malaysia Textile Investments Pte Ltd

Singaporean
         
Fu Chengyu
c/o 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Director, Temasek Holdings (Private) Limited)

Head of Energy Cooperation Team & Council Member Cross-Strait CEO Summit

Chinese
         
Lee Theng Kiat
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Executive Director, Temasek Holdings (Private)
Limited)
  
Chairman,
Temasek International Pte. Ltd.
  
Singaporean
     
Ho Ching
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Executive Director & CEO, Temasek Holdings (Private) Limited)
  
Executive Director & CEO,
Temasek Holdings (Private) Limited
  
Singaporean
 
2

Name, Business Address, Position

Principal Occupation
 
Citizenship
         
Dilhan Pillay Sandrasegara
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Executive Director & CEO,
Temasek International Pte. Ltd.)

Executive Director & CEO,
Temasek International Pte. Ltd.
  
Singaporean
 
     
Chia Song Hwee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Deputy Chief Executive Officer,
Temasek International Pte. Ltd.)

Deputy Chief Executive Officer,
Temasek International Pte. Ltd.
  
Singaporean
 
     
Jonathon Revill Christopher Allaway
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Chief Technology Officer,
Temasek International Pte. Ltd.)

Chief Technology Officer,
Temasek International Pte. Ltd.

Australian
 
 
 
Syed Fidah Bin Ismail Alsagoff
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891 
(Joint Head, Enterprise Development Group,
Head, Life Sciences,
Temasek International Pte. Ltd.)

Joint Head, Enterprise Development Group,
Head, Life Sciences,
Temasek International Pte. Ltd.
 
Singaporean
 
     
MichaeI John Buchanan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891 
(Head, Portfolio Strategy & Risk Group,
Head, Macro Strategy,
Head, Australia & New Zealand,
Temasek International Pte. Ltd.)

Head, Portfolio Strategy & Risk Group,
Head, Macro Strategy,
Head, Australia & New Zealand,
Temasek International Pte. Ltd.
 
Australian
 
 
 
Chan Wai Ching
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891 
(Chief Corporate Officer,
Head, Organisation & People,
Temasek International Pte. Ltd.)

Chief Corporate Officer,
Head, Organisation & People,
Temasek International Pte. Ltd.
 
Singaporean
 

Mukul Chawla
101 California St., Suite 3700
San Francisco, CA 94111
United States of America
(Joint Head, Telecom, Media & Technology,
Joint Head, North America,
Temasek International (USA) LLC)

Joint Head, Telecom, Media & Technology,
Joint Head, North America,
Temasek International (USA) LLC

American
 
 
 
Gregory Lynn Curl
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(President,
Temasek International Pte. Ltd.)

President,
Temasek International Pte. Ltd.
 
American
   
Nicolas Jean Debetencourt
375 Park Avenue, 14th Floor
New York, NY 10152
United States of America
(Head, Credit Portfolio,
Temasek International (USA) LLC)

Head, Credit Portfolio,
Temasek International (USA) LLC
 
 

American

3

Name, Business Address, Position
 
Principal Occupation
 
Citizenship
         
Nagi Adel Hamiyeh
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Joint Head, Investment Group,
Head, Portfolio Development,
Temasek International Pte. Ltd.)
  
Joint Head, Investment Group,
Head, Portfolio Development,
Temasek International Pte. Ltd.
  
Singaporean
         
Hu Yee Cheng Robin
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Head, Sustainability & Stewardship Group,
Temasek International Pte. Ltd.)

Head, Sustainability & Stewardship Group,
Temasek International Pte. Ltd.

Singaporean
         
Uwe Krueger
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Head, Industrials, Business Services, Energy & Resources,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.)

Head, Industrials, Business Services, Energy & Resources,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.
 
 
German
         
Ravi Lambah
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Joint Head, Investment Group,
Head, Direct Investments,
Joint Head, Telecom, Media & Technology,
Head, India,
Temasek International Pte. Ltd.)

Joint Head, Investment Group,
Head, Direct Investments,
Joint Head, Telecom, Media & Technology,
Head, India,
Temasek International Pte. Ltd.
  
Maltese
         
Leong Wai Leng
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited)
  
Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited

Singaporean
         
John William Marren
101 California St., Suite 3700
San Francisco, CA 94111
United States of America
(Senior Managing Director, North America,
Senior Managing Director, Strategy Office,
Temasek International (USA) LLC)

Senior Managing Director, North America,
Senior Managing Director, Strategy Office,
Temasek International (USA) LLC

American
         
Pek Siok Lan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(General Counsel,
Temasek International Pte. Ltd.)

General Counsel,
Temasek International Pte. Ltd.
  
Singaporean

4

Name, Business Address, Position  
Principal Occupation
 
Citizenship
         
Png Chin Yee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891 
(Deputy Chief Financial Officer,
Head, Financial Services,
Temasek International Pte. Ltd.)

Deputy Chief Financial Officer,
Head, Financial Services,
Temasek International Pte. Ltd.

Singaporean
         
Rohit Sipahimalani
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Chief Investment Strategist,
Head, South East Asia,
Temasek International Pte. Ltd.)

Chief Investment Strategist,
Head, South East Asia,
Temasek International Pte. Ltd.
  
Singaporean
         
Tan Chong Lee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(President,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.)

President,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.
  
Singaporean
         
Teo Juet Sim Juliet
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Head, Transportation & Logistics,
Senior Managing Director, Portfolio Development,
Temasek International Pte. Ltd.)

Head, Transportation & Logistics,
Senior Managing Director, Portfolio Development,
Temasek International Pte. Ltd.

Singaporean
         
Alan Raymond Thompson
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.)

Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.
 
Singaporean
         
Benoit Louis Marie Francois Valentin
23 King Street
London SW1Y 6QY
United Kingdom 
(Head, Private Equity Fund Investments,
Senior Managing Director, Europe, Middle East & Africa,
Temasek International (Europe) Limited)

Head, Private Equity Fund Investments,
Senior Managing Director, Europe, Middle East & Africa,
Temasek International (Europe) Limited

French
         
John Joseph Vaske
375 Park Avenue, 14th Floor
New York, NY 10152
United States of America
(Head, Americas,
Head, Agribusiness,
Temasek International (USA) LLC)

Head, Americas,
Head, Agribusiness,
Temasek International (USA) LLC

American

5

Wu Yibing
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Joint Head, Enterprise Development Group,
Head, China,
Temasek International Pte. Ltd.)

Joint Head, Enterprise Development Group,
Head, China,
Temasek International Pte. Ltd.

American
         
Yeoh Keat Chuan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891 
(Deputy Head, Singapore Projects,
Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.)

Deputy Head, Singapore Projects,
Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.

Singaporean

The following is a list of the executive officers and directors of Fullerton Management Pte Ltd:

Name, Business Address, Position
 
Principal Occupation
 
Citizenship
Leong Wai Leng
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited
 
Singaporean
         
Cheong Kok Tim
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Managing Director,
Enterprise Development Group
Temasek International Pte. Ltd.
 
Singaporean

The following is a list of the executive officers and directors of Temasek Life Sciences Private Limited:

Name, Business Address, Position
 
Principal Occupation
 
Citizenship
Chan Wai Ching
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Chief Corporate Officer,
Head, Organisation & People
Temasek International Pte. Ltd.
 
Singaporean
         
Lim Siew Lee Sherlyn
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Managing Director,
Organisation & People
Temasek International Pte. Ltd.
 
Singaporean

The following is a list of the executive officers and directors of V-Sciences Investments Pte Ltd:

Name, Business Address, Position
 
Principal Occupation
 
Citizenship
Oh Boon Hui, Stella
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Director, Finance
Temasek International Pte. Ltd.
 
Singaporean
         
Zahedah Abdul Rashid
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
 
Director, Legal & Regulatory
Temasek International Pte. Ltd.
 
Singaporean


6

EX-99.2 3 ex99_2.htm EXHIBIT 2
EXHIBIT 2

Execution Version

SHARE PURCHASE AGREEMENT
 
This SHARE PURCHASE AGREEMENT, dated as of January 23, 2020 (this “Agreement”), by and between Double Double Holdings Limited, a Cayman Islands company (the “Seller”) and V-Sciences Investments Pte Ltd, a private limited company incorporated under the laws of the Republic of Singapore (the “Purchaser”). The Seller and the Purchaser shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
 
WHEREAS, on September 18, 2019, the Seller, the Purchaser and certain other parties submitted a non-binding proposal to acquire the Issuer (the “Proposal”);
 
WHEREAS, on September 18, 2019, the Seller, the Purchaser and certain other parties entered into that certain consortium agreement in connection with the Proposal and the transactions contemplated thereby (as amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”); and
 
WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to 250,000 of Ordinary Shares of the Issuer (the “Sale Shares”), all upon the terms and conditions hereinafter set forth.
 
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:
 
1.
PURCHASE AND SALE
 
1.1         Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser at the Closing (as defined below) the Sale Shares and all of the Seller’s right, interest and title therein (including all dividends and distributions attaching thereto on or after the date of this Agreement), for an aggregate purchase price of US$30,000,000.00 (the “Purchase Price”).
 
1.2         The Closing.
 
(a)         The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which a transaction statement on Schedule 13E-3 in respect of the transactions contemplated hereby and by the Other SPAs (such Schedule 13E-3, as amended or supplemented from time to time, being referred to herein as the “Schedule 13E-3”) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.”
 

(b)          At the Closing:
 
(i)          the Seller shall deliver, or cause to be delivered, to the Purchaser the Sale Shares and such other deliveries by transferring the Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser, in each case in accordance with the instructions provided by the Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and
 
(ii)         the Purchaser shall deliver, or cause to be delivered, to the Seller:
 
(A)          immediately available funds by wire transfer into an account designated by the Seller in the amount of the Purchase Price payable by the Purchaser; and
 
(B)          a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.
 
(c)          Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.
 
2.
PURCHASER’S REPRESENTATIONS AND WARRANTIES
 
The Purchaser makes the following representations and warranties to the Seller as of the date hereof and the Closing Date:
 
2.1         Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Purchaser and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance by the Purchaser of all of its obligations hereunder, including the purchase of the Sale Shares pursuant to this Agreement, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
 
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2.2        No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein and compliance by the Purchaser with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Purchaser is entitled, or result in the creation or imposition of any tax, mortgage, lien, pledge, charge, security interest or other encumbrance (collectively, “Liens”), limitation or restriction upon any property or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or to which any of the property or assets of the Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Purchaser or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.
 
2.3         No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, in each case, other than any filings that may be required pursuant to applicable securities law, is necessary or required for the entry into of this Agreement by the Purchaser or the performance by the Purchaser of its obligations hereunder or the purchase of the Sale Shares and the consummation of the transactions contemplated herein.
 
2.4         Purchaser Status. The Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) is not a U.S. Person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.
 
2.5         Sophisticated Investor. The Purchaser has such knowledge and experience in financial and business matters to make an informed decision with respect to the purchase of the Sale Shares pursuant to this Agreement. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Sale Shares pursuant to this Agreement. In connection with such purchase, the Purchaser is not relying on the Seller or any of its Affiliates or representatives in any respect in making its decision to make such purchase except for such representations and warranties of the Seller made under Section 3.
 
2.6         Sufficient Funds. Immediately prior to the Closing, the Purchaser will have sufficient immediately available and legitimate funds to fulfill its obligations under Section 1.2(b)(ii)(A).
 
3

2.7         Seller Information. The Purchaser acknowledges that the Seller, and its Affiliates may receive or may have received, may have access to, and may be in possession of, material non-public, confidential information about the Sale Shares, the Issuer, and the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of which the Purchaser is not aware (“Purchaser Excluded Information”). Notwithstanding the foregoing, the Purchaser has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Purchaser acknowledges that Purchaser Excluded Information may be indicative of value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Purchaser, on behalf of itself and its Affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases the Seller, its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Seller Related Parties”) from any and all claims and liabilities arising from the Seller’s failure to disclose, or the Purchaser’s failure to obtain and review, Purchaser Excluded Information, and the Purchaser agrees to make no claim against any Seller Related Party in respect of the transactions contemplated hereby relating to the Seller’s failure to disclose, or the Purchaser’s failure to obtain and review, such Purchaser Excluded Information.
 
3.
SELLER’S REPRESENTATIONS AND WARRANTIES
 
The Seller makes the following representations and warranties to the Purchaser as of the date hereof and the Closing Date:
 
3.1         Authority; Binding Effect. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Seller and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance by the Seller of all of its obligations hereunder, including the sale of the Sale Shares, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.
 
3.2         Ownership and Transfer. The Seller beneficially owns the Sale Shares, free and clear of any Liens and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Sale Shares, other than restrictions pursuant to applicable securities law), and will transfer and deliver to the Purchaser at the Closing valid, good and marketable title to the Sale Shares free and clear of any Lien and any such limitation or restriction.
 
3.3         No Conflicts. The execution and delivery of this Agreement and the sale and delivery of the Sale Shares to the Purchaser and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Seller is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon the Sale Shares or any property or assets of the Seller, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties.
 
4

3.4         No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, in each case, other than any filings that may be required pursuant to applicable securities law, is necessary or required for the entry into of this Agreement by the Seller or the performance by the Seller of its obligations hereunder or the sale and delivery of any Sale Shares to the Purchaser and the consummation of the transactions contemplated herein.
 
3.5        Purchaser Information. The Seller acknowledges that the Purchaser, and its Affiliates may receive or may have received, may have access to, and may be in possession of, material non-public, confidential information about the Sale Shares, the Issuer, and the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects of which the Seller is not aware (“Seller Excluded Information”). Notwithstanding the foregoing, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Seller Excluded Information may be indicative of value of the Sale Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Seller, on behalf of itself and its Affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases the Purchaser, its Affiliates and its and their respective principals, shareholders members, partners, employees, agents and representatives (such released persons and entities, collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, Seller Excluded Information, and the Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Seller Excluded Information.
 
3.6         Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties herein, the offer and sale of the Sale Shares under this Agreement are or will be exempt from the registration requirements and prospectus delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.
 
5

3.7         Other SPAs. The Seller and each of 2019B Cayman Limited and HH Sum-XXII Holdings Limited (each, an “Other Purchaser”) are entering into a share purchase agreement substantially in the same form as this Agreement (each, an “Other SPA”), pursuant to which, among other things, the Seller agrees to sell to such Other Purchaser, and such Other Purchaser agrees to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to such number of Ordinary Shares of the Issuer as set forth in the applicable Other SPA.
 
4.
CONDITIONS PRECEDENT
 
4.1         The obligations of the Seller to consummate the Closing and under Section 1.2(b)(i) hereof are subject to the following conditions:
 
(a)          all of the representations and warranties of the Purchaser contained in Section 2 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 2.1, 2.4, 2.5 and 2.6, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
 
(b)          the Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects; and
 
(c)          no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
 
4.2         The obligations of the Purchaser to consummate the Closing and under Section 1.2(b)(ii) hereof are subject to the following conditions:
 
(a)          all of the representations and warranties of the Seller contained in Section 3 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2, which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
 
(b)          the Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects; and
 
(c)          no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
 
5.
COVENANTS
 
5.1         Notification. Each Party to this Agreement will notify the other Party as soon as reasonably practicable (but in any event prior to the Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.
 
6

6.
MISCELLANEOUS
 
6.1         Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1:
 
Affiliate” means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person; provided that solely with respect to the Purchaser, an “Affiliate” means (i) Temasek Holdings (Private) Limited (“Temasek Holdings”); and (ii) Temasek Holdings’ wholly-owned subsidiaries: (A) whose boards of directors or equivalent governing bodies comprise solely employees or nominees acting under the direction and instructions of (a) Temasek Holdings; (b) Temasek Pte. Ltd. (being a wholly-owned subsidiary of Temasek Holdings); and/or (c) wholly-owned subsidiaries of Temasek Pte. Ltd.; and (B) whose principal activities are that of investment holding, financing and/or the provision of investment advisory and consultancy services. For the purposes of paragraph (ii) (A) of this definition, “nominee” shall mean any person acting under the direction and instructions of Temasek Holdings, Temasek Pte. Ltd. and/or wholly-owned subsidiaries of Temasek Pte. Ltd.
 
Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking institutions in the State of New York, the People’s Republic of China, Hong Kong, the Republic of Singapore or the Cayman Islands are authorized or required by law or other governmental action to close.
 
Confidential Information” means (a) all written, oral or other information obtained in confidence by one Party from the other Party in connection with the negotiation or performance of this Agreement, unless such information (i) is already known to such first Party or to others not known by such first Party to be bound by a duty of confidentiality, or (ii) is or becomes publicly available other than through a breach of this Agreement by such first Party, and (b) the existence or terms of, and any negotiations or discussions relating to, this Agreement or the transactions contemplated herein.
 
Control” of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
 
Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
Hong Kong” means the Hong Kong Special Administrative Region of the People's Republic of China.
 
Issuer” means China Biologic Products Holdings, Inc., a Cayman Islands exempted company.
 
Ordinary Shares” means ordinary shares, par value of US$0.0001 per share, of the Issuer.
 
7

Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.
 
SEC” means the U.S. Securities and Exchange Commission.
 
Securities Act” means the Securities Act of 1933, as amended.
 
6.2         Termination. This Agreement may be terminated prior to the Closing (a) by mutual written consent of the Seller and Purchaser, or (b) by the Seller or by the Purchaser, if the Closing shall not have occurred within five (5) months from the date hereof; provided that the Seller, on the one hand, and the Purchaser, on the other, shall not have the right to terminate this Agreement pursuant to Section 6.2(b) if the Seller or the Purchaser, as applicable, is then in material breach of this Agreement.
 
6.3         Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.
 
6.4         Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete agreement between the Parties with respect to the subject matter hereof, supersedes any previous agreement or understanding between them relating hereto and may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.
 
6.5        Expenses. Each Party shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.
 
6.6       Announcements. No announcements or other public statements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements or statements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the other Party and the other Party has had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable.
 
8

6.7         Confidentiality.
 
(a)         Except as permitted under Section 6.8, each Party shall not, and shall direct its Affiliates and representatives not to, without the prior written consent of the other Party, disclose any Confidential Information received by it (the “Recipient”) from the other Party (the “Discloser”).  Each Party shall not and shall direct its Affiliates and representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the transactions contemplated herein.
 
(b)          Subject to Section 6.7(c), the Recipient shall safeguard and return to the Discloser, on demand, any Confidential Information which falls within clause (a) of the definition of Confidential Information, and in the case of electronic data that constitutes Confidential Information, to return or destroy such Confidential Information at the option of the Recipient.
 
(c)          Each Recipient may retain in a secure archive a copy of the Confidential Information referred to in Section 6.7(b) if the Confidential Information is required to be retained by it for regulatory purposes or in connection with a bona fide document retention policy.
 
(d)         Each Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in this Section 6.7 shall apply for a period from and including the date hereof through the date that is twelve (12) months following the termination of this Agreement pursuant to Section 6.2 or the Closing Date, as applicable, unless otherwise agreed by the Parties in writing.
 
6.8         Disclosures.
 
(a)         Each Party may make disclosures of the Confidential Information (i) to its Affiliates and representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement, but only on a confidential basis; (ii) to any member of the Buyer Consortium (as defined in the Consortium Agreement) or any of their respective Affiliates; (iii) if required by applicable law or the rules or regulations of any securities exchange or governmental authority having competent jurisdiction over such Party, but only after the form and terms of such disclosure have been notified to the other Party and the other Party has had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable; or (iv) if the information is publicly available other than through a breach of this Agreement by such Party or its Affiliates or representatives.
 
9

(b)         The Parties agree to cooperate with each other and provide all information reasonably necessary to satisfy the applicable disclosure requirements under Section 13(d) of the Exchange Act. Each Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the Securities Act or the Exchange Act, including in any amendment to the Schedule 13D of the Parties relating to securities of the Company. With respect to any filing with the SEC in connection with the Schedule 13E-3 in respect of any transactions contemplated hereby or by any Other SPA, the form and terms of such disclosure have been notified to the Parties and the Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. The Purchaser hereby agrees to furnish all information concerning the Purchaser to the filing persons of the Schedule 13E-3 as required by the Securities Act or the Exchange Act in connection with the preparation and filing of the Schedule 13E-3.
 
6.9         Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.
 
6.10       Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of the Purchaser (in the case of a proposed assignment by the Seller) or the Seller (in the case of a proposed assignment by the Purchaser) (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void; provided that prior to the Closing, the Purchaser may assign its rights and obligations hereunder without the prior written consent of the Seller, in part or in whole, to (i) any of its Affiliates, (ii) any of the investment funds managed or advised by it or such Affiliate, (iii) any of the investment vehicles of it, such Affiliate or such fund (other than any portfolio companies of it, such Affiliate or such fund) or (iv) any other party to the Consortium Agreement or any of such party’s Affiliates; provided that such assignee shall have executed an assignment agreement with the assigning Party substantially in the form attached as Exhibit A hereto; provided further that no such assignment shall relieve an assigning Party of any of its obligations or liabilities under this Agreement.
 
6.11       Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof.
 
10

6.12       Dispute Resolution.
 
(a)          Any dispute, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.12 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
 
(b)         Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6.12(a), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York.
 
(c)         The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and 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. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in this Section 6.12, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) the other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.
 
6.13       Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):
 
11

If to the Seller, to:

Double Double Holdings Limited
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
Attention: Andrew Chan
Email: andrew.chan@centurium.com

With a copy to (which shall not constitute notice):

Kirkland & Ellis
26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Gary Li; Xiaoxi Lin
Email: gary.li@kirkland.com; xiaoxi.lin@kirkland.com

If to the Purchaser, to:

60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Khoo Shih
Email: khooshih@temasek.com.sg

With a copy to (which shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center, 5 Dong San Huan Zhong Lu Chaoyang District, Beijing, China 100022
Attention: Denise Shiu
Email: dshiu@cgsh.com

6.14       Survival. All of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing.
 
6.15       Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
 
6.16       Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.
 
[signature page follows]
 
12

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.
 
 
Double Double Holdings Limited
       
 
By:
/s/ Hui Li
 
 
Name:
Hui Li
 
 
Title:
Director
 

[Signature Page to Share Purchase Agreement]


IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.
 
 
V-Sciences Investments Pte Ltd
       
 
By:
/s/ Khoo Shih
 
 
Name:
Khoo Shih  
 
Title:
Authorized Signatory
 

[Signature Page to Share Purchase Agreement]


Exhibit A
Form of Assignment Agreement

This ASSIGNMENT AGREEMENT (this “Assignment”) is made effective as of ______________, 2020 by and between V-Sciences Investments Pte Ltd, a private limited company incorporated under the laws of the Republic of Singapore (the “Assignor”), and [name], a [jurisdiction] company (the “Assignee”), pursuant to that certain Share Purchase Agreement dated as of January 23, 2020, by and between Double Double Holdings Limited, a Cayman Islands company and the Assignor (the “SPA”) with respect to the sale and purchase of certain ordinary shares of China Biologic Products Holdings, Inc. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the SPA.

WHEREAS, the Assignor desires to assign, transfer, convey and deliver certain of its interests, rights and obligations under the SPA to the Assignee, and Assignee desires to assume from the Assignor such interests, rights and obligations.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          Assignment. The Assignor hereby assigns all the interests, rights and obligations of the Assignor with respect to the sale and purchase of [●] Ordinary Shares (the “Assigned Shares”) under the SPA to the Assignee, and the Assignee hereby accepts the foregoing assignment and fully assumes the interests, rights and obligations of the Assignor with respect to the sale and purchase of the Assigned Shares under the SPA; provided that the Assignee shall be obligated to purchase only the Assigned Shares, and shall not be liable with respect to the sale and purchase of any other Sale Shares under the SPA.

2.          Representations and Warranties. The Assignee acknowledges and confirms that the representations and warranties contained in Section 2 of the SPA are true and correct with respect to the Assignee as of the date hereof, and such representations and warranties are incorporated herein by reference.

3.          Notices. All notices and other communications under this Assignment shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the parties hereto at the following addresses (or to such other address as a party hereto may have specified by notice given to the other party hereto pursuant to this provision):

If to the Assignor, to:

60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention: Khoo Shih
Email: khooshih@temasek.com.sg


With a copy to (which shall not constitute notice):

Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center, 5 Dong San Huan Zhong Lu Chaoyang District, Beijing, China 100022
Attention: Denise Shiu
Email: dshiu@cgsh.com

If to the Assignee:

[Assignee]
[Address]
[Attention]
[Email]

4.          Binding Effect; Assignment. This Assignment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in this Assignment shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Assignment. No assignment of this Assignment or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.

5.          Other Miscellaneous Provisions. The provisions in Sections 6.4 through 6.9, Section 6.11, Section 6.12 and Sections 6.14 through 6.16 of the SPA shall be incorporated herein by reference and shall apply as if set forth in full herein, mutatis mutandis.

[signature page follows]


IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.
 
 
V-Sciences Investments Pte Ltd
       
 
By:

 
 
Name:

 
 
Title:

 

[Signature Page to Assignment Agreement]


IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.
 
 
[Assignee]
       
 
By:

 
 
Name:
   
 
Title:
   


[Signature Page to Assignment Agreement]

EX-99.3 4 ex99_3.htm EXHIBIT 3
EXHIBIT 3

Execution Version
 
AMENDMENT NO. 1 TO CONSORTIUM AGREEMENT
 
This AMENDMENT NO. 1 TO CONSORTIUM AGREEMENT, dated as of January 23, 2020 (this “Amendment”), is entered by and among Beachhead Holdings Limited (“Beachhead”), Double Double Holdings Limited (“Double Double”), Point Forward Holdings Limited (“Point Forward,” and together with Beachhead and Double Double, collectively, “Centurium”), PW Medtech Group Limited (普华和顺集团公司) (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“Hillhouse”) and V-Sciences Investments Pte Ltd (“Temasek,” and together with Centurium, PWM, CITIC, Parfield and Hillhouse, collectively the “Parties” and each a “Party”).
 
WHEREAS, on September 18, 2019, Beachhead, PWM, CITIC, Parfield, Hillhouse and Temasek entered into a consortium agreement (the “Original Consortium Agreement” and, as amended by this Amendment and as may be further amended, restated or otherwise modified from time to time, the “Consortium Agreement”) in connection with an acquisition transaction with respect to China Biologic Products Holdings, Inc. (the “Company”), an exempted company organized and existing under the Laws of the Cayman Islands;
 
WHEREAS, on November 15, 2019, persons listed on Exhibit A to this Amendment (collectively, “Capital”) entered into a share purchase agreement (the “Capital SPA”) with Beachhead and Double Double, pursuant to which Capital agrees to sell to Beachhead and Double Double, and Beachhead and Double Double agree to purchase from Capital, an aggregate number of 4,199,680 Ordinary Shares (the “Capital Shares”);
 
WHEREAS, on December 9, 2019, the purchase and sale of the Capital Shares were consummated pursuant to the terms of the Capital SPA;
 
WHEREAS, on the date hereof, Double Double entered into a share purchase agreement (each, a “Centurium SPA”) with each of 2019B Cayman Limited, an Affiliate of CITIC, Hillhouse and Temasek (each, an “Other Purchaser”), respectively, pursuant to which Double Double agrees to sell to the Other Purchasers, and the Other Purchasers agree to purchase from Double Double, an aggregate number of 727,409 Ordinary Shares, and by executing and delivering this Amendment, each Party acknowledges its consent to the purchase and sale contemplated under each Centurium SPA;
 
WHEREAS, Beachhead has transferred 901,265 Ordinary Shares to Point Forward Holdings Limited (“Point Forward”), an Affiliate of Beachhead; and
 
WHEREAS, Section 10.4 of the Original Consortium Agreement provides that neither the Original Consortium Agreement nor any term thereof may be amended or otherwise modified other than by an instrument in writing signed by each of the applicable Parties.
 
NOW, THEREFORE, the Parties agree to amend the Original Consortium Agreement as follows:
 
1.
Definitions
 
Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Consortium Agreement.
 

2.
Amendments to the Original Consortium Agreement
 
2.1          An updated Part II of Schedule B to the Consortium Agreement is attached as Annex A hereto reflecting (i) in subpart (A) thereof the Equity Contributions (including Rollover Securities) and Contemplated Ownership Percentages of the Parties immediately prior to the consummation of the transactions contemplated by the Centurium SPAs and (ii) in subpart (B) thereof the Equity Contributions (including Rollover Securities) and Contemplated Ownership Percentages of the Parties immediately after the consummation of the transactions contemplated by the Centurium SPAs.
 
2.2          Without prejudice to the other provisions of the Consortium Agreement, Centurium, as a representative authorized by the Initial Consortium Members, may, without further action by any other Party, update Schedule B to the Consortium Agreement from time to time to reflect (i) any Transfer of Covered Securities between any existing or future members of the Buyer Consortium or their respective Affiliates permitted under the Consortium Agreement or (ii) any Transfer or acquisition of Covered Securities permitted under the Consortium Agreement (including Section 4.4(a) thereof); provided that (x) the amount of the Equity Contribution (including the number of Rollover Securities) of any Party shall not be changed without the prior consent of such Party; and (y) Centurium, as a representative authorized by the Initial Consortium Members, shall distribute a copy of the updated Schedule B to each Party promptly following each such update.  All the references to “Centurium” under the Consortium Agreement shall include Beachhead, Double Double, Point Forward and any of their respective Affiliates who becomes a party to the Consortium Agreement.
 
2.3          Notwithstanding anything in the Consortium Agreement to the contrary, in the event that the sale and purchase of Ordinary Shares contemplated by any Centurium SPA fails to be consummated for any reason, other than as a result of any breach by the relevant Other Purchaser that is a party to such Centurium SPA, at the request of such Other Purchaser, Centurium and such Other Purchaser shall cooperate in good faith to take such reasonable actions such that the Equity Contribution of such Other Purchaser (including, to the extent applicable, its Rollover Securities) reflects its Contemplated Ownership Percentage as set forth opposite its name in the column titled “Contemplated Ownership Percentage” in subpart (B) of Part II of Schedule B attached hereto as Annex A.
 
2.4          The definition of “Permitted Transfer” set forth in Section 11.1(ccc) of the Original Consortium Agreement is hereby deleted in its entirety and replaced with the following:
 
““Permitted Transfer” means a Transfer of Covered Securities by a Party to (i) an Affiliate of such Party which is Controlled by such Party, (ii) a member of such Party’s immediate family or a trust for the benefit of such Party’s or any member of such Party’s immediate family, (iii) any heir, legatees, beneficiaries and/or devisees of such Party, (iv) if such Party is Centurium, CITIC, Hillhouse or Temasek, to any Affiliate of such Party, any of the investment funds managed or advised by such Party or any of its Affiliates, or any of the investment vehicles of such Party, such Affiliate or such fund or (v) another Party or any Affiliate of another Party; provided that, in each case, such transferee agrees to execute, prior to or concurrently with such Transfer, a Deed of Adherence in the form attached hereto as Schedule C, except in the event such transferee is already a Party.”

-2-

3.
Miscellaneous
 
3.1          No Further Amendment.
 
The Parties agree that all other provisions of the Original Consortium Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Consortium Agreement.
 
3.2          References.
 
All references to the Consortium Agreement (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Original Consortium Agreement shall refer to the Consortium Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Consortium Agreement and references in the Consortium Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to September 18, 2019.
 
3.3          Other Miscellaneous Terms.
 
The provisions of Article VIII (Notices) and Section 10.8 (Governing Law and Venue) of the Original Consortium Agreement shall apply mutatis mutandis to this Amendment.
 
[SIGNATURE PAGE FOLLOWS]
 
-3-

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

 
Beachhead Holdings Limited
     
 
By:
/s/ Hui Li
 
 
Name:
Hui Li  
 
Title:
Director
 
 
 
Double Double Holdings Limited
     
 
By:
/s/ Hui Li  
 
Name:
Hui Li
 
 
Title:
Director
 
 
 
Point Forward Holdings Limited
 
   
 
 
By:
/s/ Hui Li  
 
Name:
Hui Li  
 
Title:
Director
 
 
 
Notice details:
   
 
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
 
Attention: Andrew Chan
   
 
with a copy to (which shall not constitute notice):
   
 
Kirkland & Ellis
 
26th Floor, Gloucester Tower, The Landmark
 
15 Queen’s Road Central, Hong Kong
 
Attention: Gary Li; Xiaoxi Lin

[Signature Page of Amendment No.1 to Consortium Agreement]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

 
PW Medtech Group Limited (普华和顺集团公司)
   
 
By:
/s/ Yue’e Zhang
 
 
Name:
Yue’e Zhang  
 
Title:
Director
 

 
Notice details:
   
 
PW Medtech Group Limited
 
Building 1, No. 23 Panlong West Road
 
Pinggu District, Beijing
 
PRC 101204
 
Attention: George Chen
   
 
With a copy to (which shall not constitute notice):
   
 
Wilson Sonsini Goodrich & Rosati
 
Suite 1509, 15/F, Jardine House
 
1 Connaught Place, Central
 
Hong Kong
 
Attention: Weiheng Chen

[Signature Page of Amendment No.1 to Consortium Agreement]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

 
Parfield International Ltd.
   
 
By:
/s/ Marc Chan
 
 
Name:
Marc Chan
 
 
Title:
Director
 
 
 
Notice details:
   
 
Unit No. 21E, 21st Floor, United Centre
 
95 Queensway, Admiralty Hong Kong
 
Attention: Marc Chan
 
Facsimile: (852)2571-8400
   
 
with a copy to (which shall not constitute notice):
   
 
K&L Gates LLP
 
925 Fourth Avenue, Suite 2900
 
Seattle, WA 98104-1158
 
United States of America
 
Attention: Christopher H. Cunningham
 
Facsimile: (206)370-6040
   
 
and
   
 
K&L Gates
 
44/F., Edinburgh Tower
 
The Landmark
 
15 Queen’s Road Central, Hong Kong
 
Attention: Michael Chan
 
Facsimile: (852)25119515

[Signature Page of Amendment No.1 to Consortium Agreement]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

 
CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd.
   
 
By:
/s/ Rikizo Matsukawa
 
 
Name:
Rikizo Matsukawa  
 
Title:
Director
 
 
 
Notice details:
   
 
c/o CITIC Capital Partners Management Limited
 
28/F, CITIC Tower
 
1 Tim Mei Avenue
 
Central, Hong Kong
 
Attention: Vicki Hui/Karen Chiu
   
 
with a copy to (which shall not constitute notice):
   
 
Latham & Watkins LLP
 
18th Floor, One Exchange Square
 
8 Connaught Place, Central
 
Hong Kong
 
Attention: Frank Sun

[Signature Page of Amendment No.1 to Consortium Agreement]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.
 
 
HH Sum-XXII Holdings Limited
   
 
By:
/s/ Colm O’Connell
 
 
Name:
Colm O’Connell  
 
Title:
Authorized Signatory
 
 
 
Notice details:
   
 
Attention: Wei CAO
 
Address: Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong
 
Email: wcao@hillhousecap.com
 
With a copy to Adam Hornung
 
Email: Legal@hillhousecap.com
   
 
with a copy to (which shall not constitute notice):
   
 
Weil, Gotshal & Manges
 
29/F, Alexandra House
 
18 Chater Road, Central, Hong Kong
 
Attention: Tim Gardner; Chris Welty

[Signature Page of Amendment No.1 to Consortium Agreement]


IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

 
V-Sciences Investments Pte Ltd
       
 
By:
/s/ Fidah Alsagoff
 
 
Name:
Fidah Alsagoff  
 
Title:
Authorised Signatory
 

 
Notice details:
   
 
Address:
60B Orchard Road
   
#06-18 Tower 2
   
The Atrium@Orchard
   
Singapore 238891
 
Attention:
Fidah Alsagoff
   
fidah@temasek.com.sg
   
+65 6828 2595
 
 
with a copy to:
   
 
Cleary Gottlieb Steen & Hamilton LLP
 
45th Floor, Fortune Financial Center
 
5 bong San Huan Zhong Lu
 
Chaoyang District, Beijing, China
 
Attention: Denise Shiu
 
Email: DShiu@cgsh.com
 
Tel: + 86 10 5920 1080

[Signature Page of Amendment No.1 to Consortium Agreement]


Exhibit A

List of Capital Entities


Annex A

Part II - Contributions to Holdco and Contemplated Ownership Percentages