UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

China Biologic Products Holdings, Inc.

(Name of the Issuer)

Beachhead Holdings Limited

Double Double Holdings Limited

Point Forward Holdings Limited

Centurium Capital Partners 2018, L.P.

Centurium Capital 2018 Co-invest, L.P.

CCM CB I, L.P.

PW Medtech Group Limited

2019B Cayman Limited

CITIC Capital China Partners IV, L.P.

Parfield International Ltd.

Amplewood Resources Ltd.

Marc Chan

HH SUM-XXII Holdings Limited

HH China Bio Holdings LLC

(Names of Persons Filing Statement)

Ordinary Shares, Par Value US$0.0001

(Title of Class of Securities)

G21515104

(CUSIP Number)

Andrew Chan Chief Financial Officer Centurium Capital Management Ltd. Suite 1008, Two Pacific Place 88 Queensway, Admiralty Hong Kong +852 3643 0755	George Chen PW Medtech Group Limited Building 1, No. 23 Panlong West Road, Pinggu District, Beijing People’s Republic of China +86 (10) 8478 3617	Eric Chan CITIC Capital Holdings Limited 28/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong +852 3710 6889
Parfield International Ltd. Unit No. 21E, 21st Floor, United Centre 95 Queensway, Admiralty Hong Kong +852 2122 8902	Richard A. Hornung Hillhouse Capital Advisors, Ltd. 20 Genesis Close George Town, Grand Cayman KY1-1103 Cayman Islands + 345 749 8643

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to

Sarkis Jebejian, Esq. Joshua N. Korff, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 +1 212 446 4800 Gary Li, Esq. Xiaoxi Lin, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower, The Landmark 15 Queen’s Road Central, Hong Kong +852 3761 3300	Weiheng Chen, Esq. Jie Zhu, Esq. Wilson Sonsini Goodrich & Rosati Suite 1509, 15/F, Jardine House 1 Connaught Place, Central Hong Kong +852 3972 4955	Frank Sun, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +852 2912 2512
Christopher H. Cunningham, Esq. K&L Gates LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104-1158 Phone: +1 (206) 370 7639	Tim Gardner, Esq. William Welty, Esq. Weil, Gotshal & Manges 29/F, Alexandra House 18 Chater Road, Central Hong Kong +852 3476 9000

This statement is filed in connection with (check the appropriate box):

a.	¨	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer
d.	x	None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
US$258,989,080.00	US$33,616.78

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended. The Transaction Valuation was calculated based on (i) the purchase by Beachhead Holdings Limited (“Beachhead”) from PW Medtech Group Limited (“PWM”) of 1,000,000 ordinary shares, par value US$0.0001 per share (each, an “Ordinary Share”) of China Biologic Products Holdings, Inc. at US$101.00 per Ordinary Share, subject to further adjustment pursuant to the terms and conditions of that certain share purchase agreement, dated as of September 18, 2019 and amended on March 17, 2020, by and between Beachhead and PWM, (ii) the purchase by Beachhead from Parfield International Ltd. (“Parfield”) and/or Amplewood Resources Ltd. (“Amplewood”) of up to 700,000 Ordinary Shares at US$101.00 per Ordinary Shares, subject to further adjustment pursuant to the terms and conditions of that certain share purchase agreement, dated as of September 18, 2019 and amended on March 17, 2020, by and between Beachhead, on the one hand, and Parfield and Amplewood, on the other hand, (iii) the purchase by 2019B Cayman Limited from Double Double Holdings Limited (“Double Double”) of 266,533 Ordinary Shares at US$120.00 per Ordinary Share; (iv) the purchase by HH SUM-XXII Holdings Limited from Double Double of 210,876 Ordinary Shares at US$120.00 per Ordinary Share; and (v) the purchase by V-Sciences Investments Pte Ltd from Double Double of 250,000 Ordinary Shares at US$120.00 per Ordinary Share.

** Previously paid. The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2020, was calculated by multiplying the Transaction Valuation by 0.0001298.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

TABLE OF CONTENTS

Page

Item 1	Summary Term Sheet	5
Item 2	Subject Company Information	7
Item 3	Identity and Background of Filing Person	8
Item 4	Terms of the Transaction	9
Item 5	Past Contracts, Transactions, Negotiations and Agreements	14
Item 6	Purposes of the Transaction and Plans or Proposals	18
Item 7	Purposes, Alternatives, Reasons and Effects	19
Item 8	Fairness of the Transaction	20
Item 9	Reports, Opinions, Appraisals and Negotiations	21
Item 10	Source and Amount of Funds or Other Consideration	21
Item 11	Interest in Securities of the Subject Company	22
Item 12	The Solicitation or Recommendation	24
Item 13	Financial Statements	24
Item 14	Persons/Assets, Retained, Employed, Compensated or Used	26
Item 15	Additional Information	26
Item 16	Exhibits	26

INTRODUCTION

This Amendment No. 3 to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits and annexes hereto (this “Schedule 13E-3”), is being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Beachhead Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Beachhead”); (b) Double Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Double Double”); (c) Point Forward Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Point Forward”); (d) Centurium Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands (the “CCP 2018”); (e) Centurium Capital 2018 Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands (the “CCCI 2018”); (f) CCM CB I, L.P., a limited partnership incorporated under the laws of the Cayman Islands (the “CCM CB I” and, together with Beachhead, Double Double, Point Forward, CCP 2018 and CCCI 2018, the “Centurium Filing Persons”); (g) PW Medtech Group Limited (“PWM”), an exempted company incorporated with limited liability under the laws of the Cayman Islands; (h) 2019B Cayman Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“2019B Cayman”); (i) CITIC Capital China Partners IV, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCCP IV” and, together with 2019B Cayman, the “CITIC Filing Persons”); (j) Parfield International Ltd., a British Virgin Islands company (“Parfield”); (k) Amplewood Resources Ltd., a British Virgin Islands company (“Amplewood”); (l) Marc Chan, a Canadian citizen (“Chan” and, together with Parfield and Amplewood, the “Parfield Filing Persons”); (m) HH China Bio Holdings LLC, a Cayman Islands limited liability company (“HH China Bio Holdings”); and (n) HH SUM-XXII Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“HH Sum” and, together with HH China Bio Holdings, the “Hillhouse Filing Persons”).

On September 18, 2019, Beachhead, PWM, Parfield, CCCP IV, HH Sum and V-Sciences Investments Pte Ltd (“Temasek”, together with Beachhead, PWM, Parfield, CCCP IV and HH Sum, the “Initial Consortium Members” and, the Initial Consortium Members together with any additional parties who may, after the date thereof, join the Consortium Agreement (as defined below) in accordance with the terms thereof, collectively, the “Buyer Consortium”) submitted a preliminary, non-binding proposal (the “Proposal”) to the board of directors (the “Board”) of China Biologic Products Holdings, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), pursuant to which they proposed to acquire all of the ordinary shares of the Company, par value US$0.0001 per share (each, an “Ordinary Share”), for US$120.00 in cash per Ordinary Share, other than those beneficially owned by any member of the Buyer Consortium or its affiliates (such proposed acquisition, the “Proposed Transaction”). In the Proposal, the Buyer Consortium indicated that they would negotiate and finalize definitive agreements with respect to the Proposed Transaction that would provide for representations, warranties, covenants and conditions that would be typical, customary and appropriate for transactions of this type, and that the Proposed Transaction was intended to be financed with equity financing or a combination of equity and debt financing. The equity financing would be provided by the members of the Buyer Consortium in the form of cash and through the rollover of a certain amount of equity interests in the Company held by the members of the Buyer Consortium and their respective affiliates (such equity interests referred to in the foregoing clause, collectively, the “Rollover Securities”). Debt financing, if used, would be primarily provided by one or more third party financial institutions.

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On September 18, 2019, the Initial Consortium Members entered into a consortium agreement (as amended by the Consortium Agreement Amendment (as defined below) and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”), pursuant to which each Initial Consortium Member has agreed, among other things, to (i) cooperate with the other members of the Buyer Consortium in good faith to undertake due diligence with respect to the Company and its business, engage in discussions with the Company regarding the Proposal and negotiate in good faith the terms of the definitive documentation in connection with the Proposed Transaction as contemplated by the Proposal, (ii) for a period of 12 months after the date of the Consortium Agreement, work exclusively with each other member of the Buyer Consortium with respect to the Proposed Transaction and vote all equity securities of the Company held or otherwise beneficially owned by it or its affiliates in favor of the authorization and approval of the Proposed Transaction and any definitive documentation in connection therewith, and against any alternative transaction, (iii) for a period of 12 months after the date of the Consortium Agreement, not transfer any equity securities of the Company held by it or its affiliates, and not acquire any additional equity securities of the Company, except for (A) transfers to an affiliate of such Initial Consortium Member or another member of the Buyer Consortium, (B) certain other transactions approved by a majority of the Initial Consortium Members and (C) transfers and acquisitions pursuant to the share incentive plans of the Company or in connection with the settlement of certain existing derivative transactions involving any securities of the Company, and (iv) contribute its Rollover Securities to an investment holding company formed by the Buyer Consortium (“Parent”) in exchange for a certain number of newly issued shares of Parent, in each case subject to the terms and conditions of the Consortium Agreement. PWM’s obligations under the Consortium Agreement to vote in favor of the Proposed Transaction and contribute its Rollover Securities are subject to the approval by the shareholders of PWM at an extraordinary general meeting of PWM.

On September 18, 2019, Beachhead entered into (i) a share purchase agreement (as amended by the PWM SPA Amendment No. 1 (as defined below) and as may be further amended from time to time, the “PWM SPA”) with PWM, pursuant to and subject to the terms and conditions of which, PWM has agreed to sell to Beachhead, and Beachhead has agreed to purchase from PWM, 1,000,000 Ordinary Shares (the “PWM Sale Shares”) at the per Ordinary Share purchase price of US$101.00 (the “PWM Purchase Price”), subject to potential further adjustments in accordance with the PWM SPA, and (ii) a share purchase agreement (as amended by the Parfield SPA Amendment No. 1 (as defined below) and as may be further amended from time to time, the “Parfield SPA”) with Parfield and Amplewood, pursuant to and subject to the terms and conditions of which, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares (the “Parfield Sale Shares”) at the per Ordinary Share purchase price of US$101.00 (the “Parfield Purchase Price”), subject to potential further adjustments in accordance with the Parfield SPA.

On January 23, 2020, Double Double entered into a share purchase agreement with each of 2019B Cayman, a subsidiary of CCCP IV, HH Sum and Temasek (collectively, the “Centurium SPAs” and each, a “Centurium SPA”). Pursuant to, and subject to the terms and conditions of, the Centurium SPAs, Double Double has agreed to sell to 2019B Cayman, HH Sum and Temasek 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary Shares (collectively, the “Centurium Sale Shares”), respectively, at the per Ordinary Share purchase price of US$120.00 (the “Centurium Sale Price”), which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.

On January 23, 2020, Double Double, Point Forward and the other then-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 number of Rollover Securities held by the members of the Buyer Consortium and their respective affiliates that had occurred and that would occur if the transactions contemplated by the Centurium SPAs are consummated. By execution and delivery of the Consortium Agreement Amendment, each of Double Double and Point Forward joined the Buyer Consortium and, since January 23, 2020, all references to the “Buyer Consortium” in the Consortium Agreement include, in addition to the Initial Consortium Members, Double Double and Point Forward.

On March 17, 2020, Beachhead and PWM entered into an amendment No. 1 to the PWM SPA (the “PWM SPA Amendment No. 1”). Pursuant to, and subject to the terms and conditions of, the PWM SPA Amendment No. 1, PWM and Beachhead have agreed that the PWM SPA may be terminated by either PWM or Beachhead if the closing of the transactions contemplated by the PWM SPA has not occurred by June 30, 2020, which date may be further extended by PWM and Beachhead in writing.

On March 17, 2020, Parfield, Amplewood and Beachhead entered into an amendment No. 1 to the Parfield SPA (the “Parfield SPA Amendment No. 1”). Pursuant to, and subject to the terms and conditions of, the Parfield SPA Amendment No. 1, Parfield, Amplewood and Beachhead agreed, among other things, that the Parfield SPA may be terminated by either Parfield and Amplewood, on one hand, or Beachhead, on the other hand, if the closing of the transactions contemplated by the Parfield SPA has not occurred by June 30, 2020, which date may be further extended by Parfield, Amplewood and Beachhead in writing.

On April 8, 2020, Beachhead and Point Forward entered into an assignment agreement (the “Parfield Assignment Agreement”), pursuant to which Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

On April 8, 2020, Parfield, Amplewood, Beachhead and Point Forward entered into a waiver letter (the “Parfield CP Waiver Letter”), pursuant to which Parfield, Amplewood, Beachhead and Point Forward agreed to waive the closing condition under the Parfield SPA with respect to the execution of a definitive agreement for the Proposed Transaction.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

3 

The Filing Persons are filing this Schedule 13E-3 because they have determined that the proposed transactions contemplated under the PWM SPA, the Parfield SPA and the Centurium SPAs (such proposed transactions, collectively, the “Sales and Purchases of Shares” and each a “Sale and Purchase of Shares”), in light of the formation of the Buyer Consortium and the Proposed Transaction, are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. In particular, the Sales and Purchases of Shares may facilitate a transaction that would cause the Ordinary Shares to be held of record by fewer than 300 persons, the Ordinary Shares to be delisted from the NASDAQ Global Select Market and/or the termination of the registration of the Ordinary Shares under Section 12 of the Securities Act of 1933, as amended (the “Securities Act”).

At this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the special committee of the Board, formed to evaluate the Proposal or any other going-private transaction involving the Company (the “Special Committee”), has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documents. If and when such a transaction is agreed to between the Buyer Consortium and the Company, the Filing Persons intend to amend this Schedule 13E-3.

All information contained in this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Proposed Transaction or the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA or the Centurium SPAs, passed upon the merits or fairness of the Proposed Transaction or the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.

4 

Item 1 Summary Term Sheet

This Schedule 13E-3 is being filed in connection with the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs. In light of the formation of the Buyer Consortium and the Proposed Transaction, the Filing Persons have determined that such Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act.

PWM SPA

Purchase Price

Pursuant to the terms and conditions of the PWM SPA, PWM has agreed to sell to Beachhead, and Beachhead has agreed to purchase from PWM, 1,000,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to certain adjustments as set forth below.

· If the per Ordinary Share cash consideration in the Proposed Transaction (the “Merger Consideration”) is greater than the PWM Purchase Price and the Proposed Transaction is consummated, Beachhead has agreed to pay PWM an additional amount such that the effective per Ordinary Share price paid by Beachhead to PWM is equal to the Merger Consideration.

· If, however, (i) a definitive agreement (the “Terminated Agreement”) for the Proposed Transaction is executed but subsequently terminated, and (ii) another take-private transaction involving the Company other than the Proposed Transaction is consummated within 12 months from such termination and none of the Ordinary Shares held by Beachhead is rolled over in such transaction, Beachhead has agreed to pay PWM an additional amount such that the effective per Ordinary Share price paid by Beachhead to PWM is equal to the Merger Consideration contemplated in the Terminated Agreement (without regard to the fact that the Proposed Transaction had not been consummated). 

Closing

The closing of the transactions, including the sale and purchase of the PWM Sale Shares, contemplated under the PWM SPA will take place on the date that is the fifth business day following the satisfaction or waiver of the closing conditions contained in the PWM SPA described in Item 4 below or such other date as may be agreed by all the parties thereto.

Termination

The PWM SPA may be terminated prior to the closing of the transactions contemplated thereby:

● by mutual written consent of PWM and Beachhead; or

● by PWM or by Beachhead, if the closing of the sale and purchase of the PWM Sale Shares contemplated by the PWM SPA has not occurred on or before June 30, 2020, which date may be further extended by PWM and Beachhead in writing.

Parfield SPA

Purchase Price

Pursuant to the terms and conditions of the Parfield SPA, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to certain adjustments as set forth below. Pursuant to the terms and conditions of the Parfield Assignment Agreement, Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

· If the Merger Consideration is greater than the Parfield Purchase Price and the Proposed Transaction is consummated, Point Forward has agreed to pay Parfield and/or Amplewood an additional amount such that the effective per Ordinary Share price paid by Point Forward to Parfield and/or Amplewood is equal to the Merger Consideration.

5 

Closing

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement. 

Centurium SPAs

Purchase Price

Pursuant to the terms and conditions of the Centurium SPAs, Double Double has agreed to sell to each of 2019B Cayman, HH Sum and Temasek, and each of 2019B Cayman, HH Sum and Temasek has agreed to purchase from Double Double, 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary Shares, respectively, at the Centurium Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.

Closing

The closing of the transactions contemplated under each Centurium SPA, including the sale and purchase of the applicable Centurium Sale Shares subject to such Centurium SPA, shall take place on the date that is the third business day following the satisfaction or waiver of the closing conditions contained in such Centurium SPA described in Item 4 below or such other date as may be agreed by all the parties thereto; provided that in no event shall the closing occur prior to the later of (i) the date that is 30 days following the date on which this Schedule 13E-3 is first filed with the SEC and (ii) the date that is 20 days following the date that this Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act.

Termination

Each Centurium SPA may be terminated prior to the closing of the transactions contemplated thereby:

● by mutual written consent of Double Double, as the seller, and 2019B Cayman, HH Sum or Temasek (as applicable), as the purchaser, or

● by Double Double or by 2019B Cayman, HH Sum or Temasek (as applicable), if the closing of the sale and purchase of the applicable Centurium Sale Shares contemplated by such Centurium SPA has not occurred on or before June 23, 2020.

Effect of the Sales and Purchases of Shares

After giving effect to the closings of all of the Sales and Purchases of Shares, (i) the Centurium Filing Persons will beneficially own 10,669,991 Ordinary Shares, representing 27.73% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will beneficially own 5,321,000 Ordinary Shares, representing 13.83% of the total outstanding Ordinary Shares issued by the Company, (iii) the Parfield Filing Persons will beneficially own 2,437,696 Ordinary Shares, representing 6.33% of the total outstanding Ordinary Shares issued by the Company, (iv) the CITIC Filing Persons will beneficially own 3,743,868 Ordinary Shares, representing 9.73% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200 Ordinary Shares, representing 7.15% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly hold 210,876 Ordinary Shares, representing 0.55% of the total outstanding Ordinary Shares issued by the Company, and (vi) Temasek will beneficially own 1,240,000 Ordinary Shares, representing 3.22% of the total outstanding Ordinary Shares issued by the Company.

The Sales and Purchases of Shares are private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the Sales and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates currently, and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate of 68.54% of the total issued and outstanding Ordinary Shares.

The aforementioned ownership percentages are calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

6 

Item 2 Subject Company Information

The Filing Persons are filing this Schedule 13E-3 with respect to the Sales and Purchases of Shares of the subject Company, China Biologic Products Holdings, Inc., on the terms and subject to the conditions set forth in the PWM SPA, the Parfield SPA and the Centurium SPAs, as applicable.

The principal offices of the Company are located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s Republic of China. The Company’s telephone number is +86 (10) 6598-3111.

As of March 9, 2020, the Company had 38,480,580 Ordinary Shares issued and outstanding as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

The Ordinary Shares are traded on the NASDAQ Global Select Market under the symbol “CBPO”. The high and low sales prices of the Ordinary Shares during each quarter during the last two years are as follows:

Quarter-End Date	High Sales Price (US$)		Low Sales Price (US$)
March 31, 2018		87.13		71.85
June 30, 2018		103.19		77.89
September 30, 2018		107.44		78.04
December 31, 2018		88.00		60.08
March 31, 2019		91.65		73.00
June 30, 2019		101.23		88.00
September 30, 2019		115.96		92.22
December 31, 2019		119.44		111.97
March 31, 2020		118.30		104.88
Current second quarter (through April 23, 2020)		110.24		97.91

According to information provided by the Company to the Filing Persons and the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 12, 2020, the Company has not paid any dividends during the past two years with respect to the Ordinary Shares.

On September 21, 2018, PWM subscribed for 800,000 Ordinary Shares at a price of US$100.90 per Ordinary Share pursuant to the terms and conditions of a certain share purchase agreement, dated as of August 24, 2018, by and between the Company and PWM.

From November 2018 to March 2019, Beachhead purchased a total of 2,447,720 Ordinary Shares (the “Open-Market-Purchased Shares”) in open market purchases, of which 1,321,755 Ordinary Shares were purchased during the fourth quarter of 2018 and 1,125,965 Ordinary Shares were purchased during the first quarter of 2019. The range of prices paid for such Open-Market-Purchased Shares that were purchased during the fourth quarter of 2018 was US$68.33 per Ordinary Share to US$$83.25 per Ordinary Share, and the range of prices paid for such Open-Market-Purchased Shares that were purchased during the first quarter of 2019 was US$74.27 per Ordinary Share to US$86.15 per Ordinary Share. The average purchase prices for such Open-Market-Purchased Shares for the fourth quarter of 2018 and the first quarter of 2019 were US$74.37 per Ordinary Share and US$81.04 per Ordinary Share, respectively. On December 14, 2018, Beachhead entered into a plan with UBS Securities LLC in accordance with Rule 10b5-1 of the Exchange Act (the “10b5-1 Plan”) for the purchase of up to the lesser of (i) such number of Ordinary Shares costing US$120,000,000 in aggregate and (ii) 1,875,000 Ordinary Shares during the period beginning on December 14, 2018 and ending on June 15, 2019. 1,509,184 Ordinary Shares of the total Open-Market-Purchased Shares were purchased by Beachhead pursuant to the 10b5-1 Plan.

7 

On December 9, 2019, Beachhead and Double Double purchased a total of 4,199,680 Ordinary Shares (the “Capital Sale Shares”) at the per Ordinary Share purchase price of US$115.00 (the “Capital Sale Price”) from certain existing shareholders of the Company (collectively, the “Capital Sellers” and each, a “Capital Seller”), who were acting through either Capital Research and Management Company or Capital Bank & Trust Company, pursuant to that certain share purchase agreement (the “Capital SPA”), dated as of November 15, 2019, by and between Beachhead and Double Double, on one hand, and the Capital Sellers, on the other hand.

Item 3 Identity and Background of Filing Person

Centurium Filing Persons

Each of Beachhead, Double Double and Point Forward is an exempted company incorporated with limited liability under the laws of the Cayman Islands.

Each of CCP 2018, CCCI 2018 and CCM CB I is a limited partnership incorporated under the laws of the Cayman Islands. CCP 2018 holds 100% of the equity interest in Beachhead and Double Double, CCCI 2018 holds 74% of the equity interest in Point Forward and CCM CB I holds 26% of the equity interest in Point Forward.

The address of the principal business and telephone number of each of the Centurium Filing Persons is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755.

The principal business each of Beachhead, Double Double and Point Forward is investment holding. The principal business of each of CCP 2018, CCCI 2018 and CCM CB I is investment activities.

PWM

PWM is an exempted company incorporated with limited liability under the laws of the Cayman Islands. The principal business address and telephone number of PWM is Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China and +86 10 8478 3617. The principal business of PWM is investment holding.

CITIC Filing Persons

2019B Cayman is an exempted company incorporated with limited liability under the laws of the Cayman Islands. CCCP IV is a limited partnership formed under the laws of the Cayman Islands. CCCP IV holds 100% of the equity interest in 2019B Cayman.

The principal business address of CCCP IV and 2019B Cayman is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong, and their business telephone number is + 852 3710 6889.

The principal business of CCCP IV is investment management for the benefit of its limited partners. The principal business of 2019B Cayman is investment holdings.

Parfield Filing Persons

Each of Parfield and Amplewood is a British Virgin Islands company.

8 

Chan is the sole shareholder and sole director of each of Parfield and Amplewood. Chan is a Canadian citizen residing in Hong Kong.

The principal business address and telephone number of each of Parfield, Amplewood and Chan is Unit No. 21E, 21st Floor, United Centre, 95 Queensway, Admiralty, Hong Kong and +852 2122 8902.

The principal business of each of Parfield and Amplewood is investment in securities. The principal occupation of Chan is as a director of Huacomm Telecommunication Engineering (HK) Ltd.

Hillhouse Filing Persons

HH China Bio Holdings is a Cayman Islands limited liability company. The registered office and telephone number for HH China Bio Holdings is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.

HH Sum is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The registered office and telephone number for HH Sum is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.

Each of HH China Bio Holdings and HH Sum was formed for the purpose of holding investments.

Additional information regarding the Filing Persons is set forth in Annex A, which is attached hereto and incorporated herein by reference.

Item 4 Terms of the Transaction

This Schedule 13E-3 is being filed in connection with the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs.

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PWM SPA

Purchase Price

Pursuant to the terms and conditions of the PWM SPA, PWM has agreed to sell to Beachhead, and Beachhead has agreed to purchase from PWM, 1,000,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to the adjustments described below.

Purchase Price Adjustments

In the event that (i) the Merger Consideration is greater than the PWM Purchase Price and (ii) the Proposed Transaction is consummated, Beachhead has agreed to pay PWM an additional amount such that the effective per Ordinary Share price paid by Beachhead to PWM is equal to the Merger Consideration. If, however, (i) the Terminated Agreement is executed but subsequently terminated and (ii) another take-private transaction involving the Company other than the Proposed Transaction is consummated within 12 months from such termination and none of the Ordinary Shares held by Beachhead is rolled over in such transaction, Beachhead has agreed to pay PWM an additional amount such that the effective per Ordinary Share price paid by Beachhead to PWM is equal to the Merger Consideration contemplated in the Terminated Agreement (without regard to the fact that the Proposed Transaction had not been consummated). 

Closing

The closing of the transactions, including the sale and purchase of the PWM Sale Shares, contemplated under the PWM SPA will take place on the date that is the fifth business day following the satisfaction or waiver of the closing conditions contained in the PWM SPA described below or such other date as may be agreed by all the parties thereto.

Closing Conditions

The obligation of PWM, as the seller, to complete the transactions contemplated under the PWM SPA is subject to the following conditions:

· the accuracy of the representations and warranties of Beachhead set forth in the PWM SPA as of the date of the PWM SPA and as of the closing date of the sale and purchase of the PWM Sale Shares contemplated by the PWM SPA;

· the performance by Beachhead of all of its pre-closing obligations contained in the PWM SPA in all material respects;

· entry into a definitive agreement for the Proposed Transaction;

· PWM obtaining valid consents or waivers for PWM to consummate the transactions contemplated by the PWM SPA;

· the approval by PWM’s shareholders of the transactions contemplated by the PWM SPA;

· PWM remaining as an Initial Consortium Member; and

· no prohibition on consummating the transactions contemplated by the PWM SPA imposed by any applicable laws, judgment, order, writ or decree of any government authority or court.

The obligation of Beachhead, as the purchaser, to complete the transactions contemplated under the PWM SPA is subject to the following conditions:

· the accuracy of the representations and warranties of PWM set forth in the PWM SPA as of the date of the PWM SPA and as of the closing date of the sale and purchase of the PWM Sale Shares contemplated by the PWM SPA;

· the performance by PWM of all of its pre-closing obligations contained in the PWM SPA in all material respects;

· entry into a definitive agreement for the Proposed Transaction;

· Beachhead obtaining valid consents or waivers for Beachhead to consummate the transactions contemplated by the PWM SPA; and

· no prohibition on consummating the transactions contemplated by the PWM SPA imposed by any applicable laws, judgment, order, writ or decree of any government authority or court.

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Assignment

Neither PWM nor Beachhead may assign their rights or obligations under the PWM SPA without the prior written consent of the other party, except that Beachhead may assign its rights and obligations thereunder to its affiliates without the prior written consent of PWM.

Termination

The PWM SPA may be terminated prior to the closing of the transactions contemplated thereby:

● by mutual written consent of PWM and Beachhead; or

● by PWM or by Beachhead, if the closing of the sale and purchase of the PWM Sale Shares contemplated by the PWM SPA has not occurred on or before June 30, 2020, which date may be further extended by PWM and Beachhead in writing.

Parfield SPA

Purchase Price

Pursuant to the terms and conditions of the Parfield SPA, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to certain adjustments as set forth below. Pursuant to the terms and conditions of the Parfield Assignment Agreement, Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

Purchase Price Adjustments

In the event that (i) the Merger Consideration is greater than the Parfield Purchase Price and (ii) the Proposed Transaction is consummated, Point Forward has agreed to pay Parfield and/or Amplewood an additional amount such that the effective per Ordinary Share price paid by Point Forward to Parfield and/or Amplewood is equal to the Merger Consideration.

Closing

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

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Centurium SPAs

Purchase Price

Pursuant to the terms and conditions of the Centurium SPAs, Double Double has agreed to sell to each of 2019B Cayman, HH Sum and Temasek, and each of 2019B Cayman, HH Sum and Temasek has agreed to purchase from Double Double, 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary Shares, respectively, at the Centurium Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.

Closing

The closing of the transactions under each Centurium SPA, including the sale and purchase of the applicable Centurium Sale Shares subject to such Centurium SPA, shall take place on the date that is the third business day following the satisfaction or waiver of conditions of such Centurium SPA described below or such other date as may be agreed by all the parties thereto; provided that in no event shall the closing occur prior to the later of (i) the date that is 30 days following the date on which this Schedule 13E-3 is first filed with the SEC and (ii) the date that is 20 days following the date that this Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act.

Closing Conditions

The obligation of Double Double, as the seller, to complete the transactions contemplated under each Centurium SPA is subject to the following conditions:

· the accuracy of the representations and warranties of the applicable purchaser set forth in such Centurium SPA as of the date of such Centurium SPA and as of the closing date of the sale and purchase of the applicable Centurium Sale Shares contemplated by such Centurium SPA;

· the performance by the applicable purchaser of all of its pre-closing obligations contained in such Centurium SPA in all material respects; and

· no prohibition on consummating the transactions contemplated by such Centurium SPA imposed by any applicable laws, judgment, order, writ or decree of any government authority or court.

The obligation of 2019B Cayman, HH Sum or Temasek, as the purchaser, to complete the transactions contemplated under the applicable Centurium SPA is subject to the following conditions:

· the accuracy of the representations and warranties of Double Double set forth in such Centurium SPA as of the date of such Centurium SPA and as of the closing date of the sale and purchase of the applicable Centurium Sale Shares contemplated by such Centurium SPA;

· the performance by Double Double of all of its pre-closing obligations contained in such Centurium SPA in all material respects; and

· no prohibition on consummating the transactions contemplated by such Centurium SPA imposed by any applicable laws, judgment, order, writ or decree of any government authority or court.

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Assignment

Neither Double Double, as the seller, nor 2019B Cayman, HH Sum or Temasek, as the purchaser, may assign their rights or obligations under their respective Centurium SPAs without the prior written consent of the other party, except that each of 2019B Cayman, HH Sum and Temasek may assign its rights and obligations under its Centurium SPA 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 member of the Buyer Consortium or any of such member’s affiliates.

Termination

Each Centurium SPA may be terminated prior to the closing of the transactions contemplated thereby

● by mutual written consent of Double Double, as the seller, and 2019B Cayman, HH Sum or Temasek (as applicable), as the purchaser, or

● by Double Double or by 2019B Cayman, HH Sum or Temasek (as applicable), if the closing of the sale and purchase of the applicable Centurium Sale Shares contemplated by such Centurium SPA has not occurred on or before June 23, 2020.

Effect of the Sales and Purchases of Shares

After giving effect to the closings of all of the Sales and Purchases of Shares, (i) the Centurium Filing Persons will beneficially own 10,669,991 Ordinary Shares, representing 27.73% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will beneficially own 5,321,000 Ordinary Shares, representing 13.83% of the total outstanding Ordinary Shares issued by the Company, (iii) the Parfield Filing Persons will beneficially own 2,437,696 Ordinary Shares, representing 6.33% of the total outstanding Ordinary Shares issued by the Company; (iv) the CITIC Filing Persons will beneficially own 3,743,868 Ordinary Shares, representing 9.73% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200 Ordinary Shares, representing 7.15% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly hold 210,876 Ordinary Shares, representing 0.55% of the total outstanding Ordinary Shares issued by the Company, and (vi) Temasek will beneficially own 1,240,000 Ordinary Shares, representing 3.22% of the total outstanding Ordinary Shares issued by the Company.

The Sales and Purchases of Shares are private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the Sales and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates currently, and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate of 68.54% of the total issued and outstanding Ordinary Shares.

The aforementioned ownership percentages are calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

Different Terms, Dissenters’ Rights, Provisions for Unaffiliated Security Holders of the Company, Eligibility of Listing or Trading

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documents. Therefore, in connection with the Sales and Purchases of Shares: (i) there are no terms or arrangements of a Rule 13e-3 transaction that treat any holders of Ordinary Shares differently from other holders of Ordinary Shares; (ii) there are no dissenters’ or appraisal rights available to the holders of Ordinary Shares under the laws of the Cayman Islands; (iii) no provision has been made to (A) grant unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares) access to the corporate files of the Filing Persons or (B) obtain counsel or appraisal services at the expense of the Filing Persons; and (iv) there is no transaction involving the offer of securities of any of the Filing Persons in exchange for Ordinary Shares held by unaffiliated security holders of the Company.

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Item 5 Past Contracts, Transactions, Negotiations and Agreements

PWM/TianXinFu Share Exchange

On January 1, 2018, the Company acquired 80% of the equity interests in TianXinFu (Beijing) Medical Appliance Co., Ltd. (“TianXinFu”), a medical device company primarily engaged in the manufacturing and sale of regenerative medical biomaterial products, from PWM, which was not a shareholder of the Company before such transaction. In exchange for the acquisition of such equity interests in TianXinFu, the Company issued 5,521,000 Ordinary Shares to PWM, and PWM became a shareholder of the Company. In connection with such share issuance to PWM, the Company entered into an investor rights agreement with PWM (the “PWM IRA”) on January 1, 2018, pursuant to which the Company granted to PWM certain shelf and piggyback registration rights and a right to designate one director to the Board (subject to certain conditions). At the same time, the PWM IRA imposed on PWM certain transfer restrictions for a three-year lockup period and certain investment restrictions for so long as PWM has the right to designate any director to the Board. The PWM IRA also requires PWM to, during the lockup period, vote all shares of the Company beneficially owned by PWM in the manner recommended by the Board at any of the Company’s shareholders meetings, provided that PWM is not required to take any actions that would (a) be inconsistent with the fiduciary duties of the directors of PWM under applicable laws or (b) violate any applicable securities laws or stock exchange rules.

CITIC Proposal

On June 11, 2018, CCRE Holdings Limited (“CCRE”), an affiliate of CCCP IV, submitted a nonbinding proposal (the “CITIC Proposal”) to the Board to acquire all of the outstanding share capital of the Company not already owned by CCRE and its affiliates for US$110.00 in cash per Ordinary Share, which proposal was later withdrawn on August 23, 2018. Additional information regarding the CITIC Proposal and its withdrawal can be found in the Schedule 13D and the Amendment No. 1 to Schedule 13D filed by CCRE and certain other reporting persons with the SEC on June 18 and August 27, 2018, respectively.

2018 August Private Placements

On August 24, 2018, each of (i) Beachhead and Double Double, (ii) PWM, (iii) CITIC Capital MB Investment Limited (“CCMB”), an affiliate of CCCP IV and (iv) HH Bio China Holdings entered into a share purchase agreement with the Company for the subscription of 3,050,000 Ordinary Shares, 800,000 Ordinary Shares, 1,000,000 Ordinary Shares and 1,000,000 Ordinary Shares, respectively, at a per Ordinary Share purchase price of US$100.90. On the same date, the Company issued 1,800,000 Ordinary Shares to Beachhead, 1,000,000 Ordinary Shares to CCMB and 1,000,000 Ordinary Shares to HH Bio China Holdings, pursuant to their respective share purchase agreements. On September 4, 2018, Double Double assigned its rights and obligations under its share purchase agreement to Beachhead, and the Company issued 1,250,000 additional Ordinary Shares to Beachhead thereafter pursuant to Beachhead and Double Double’s share purchase agreement. On September 21, 2018, the Company issued 800,000 Ordinary Shares to PWM pursuant to PWM’s share purchase agreement.

In connection with these share subscriptions, on August 24, 2018 the Company entered into separate investor rights agreements with (i) Beachhead (the “Centurium IRA”), (ii) CCMB (the “CITIC IRA”) and (iii) HH Bio China Holdings (the “Hillhouse IRA,” and together with the PWM IRA, the Centurium IRA and the CITIC IRA, collectively, the “IRAs”), respectively. Each of the Centurium IRA, CITIC IRA and Hillhouse IRA imposed certain transfer restrictions on such investors, including a two-year lockup of the Ordinary Shares acquired in this private placement, transfer restrictions with respect to the Company’s competitors, and agreements to vote in accordance with the recommendations of the Board at the Company’s shareholders meetings. The Company also granted certain shelf and piggyback registration rights to Beachhead, CCMB and HH Bio China Holdings, and granted Beachhead a right to designate one director to the Board, subject to certain conditions.

In connection with the subscription for 800,000 Ordinary Shares, (i) PWM entered into a margin loan agreement (the “PWM Margin Loan Agreement”) with Morgan Stanley Bank, N.A. as the lender (the “Lender”) and Morgan Stanley & Co. International plc as the calculation agent (the “Agent”) on September 20, 2018, pursuant to which the Lender made a loan to PWM in an amount of US$82,720,000, and (ii) PWM, as the chargor, and the Agent, as the security agent, entered into a debenture on September 20, 2018, pursuant to which PWM charged, among others things, 3,162,854 Ordinary Shares in favor of the Agent as continuing security for the full payment and discharge of its obligations under the PWM Margin Loan Agreement (the “PWM Share Pledge”). In connection with the margin loan made available by the Lender pursuant to the PWM Margin Loan Agreement, the Company waived certain transfer restrictions under the PWM IRA so that PWM would be permitted to (i) pledge 3,162,854 Ordinary Shares to secure the margin loan, and (ii) pledge or sell up to 897,989 additional Ordinary Shares mainly for the payment of the interest, fees and expenses, and/or the cure of any collateral shortfall under the margin loan. If PWM proposes to sell any of the Ordinary Shares covered by such waiver, the Company will have a right of first offer to purchase or designate another party to purchase all or a portion of such Ordinary Shares at the closing price on the last trading day prior to the date on which PWM delivers a notice of the proposed sale. Additional information regarding the PWM Margin Loan Agreement and the PWM Share Pledge can be found in Amendment No. 1 to Schedule 13D filed with the SEC by PWM and other reporting persons on September 24, 2018.

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CITIC Internal Transfer

On October 12, 2018, CCCP IV acquired 2,680,863 Ordinary Shares from CCMB for an aggregate consideration of US$249,563,145.40 (the “CITIC Internal Transfer”). On the same date, CCCP IV entered into a deed of adherence (the “CITIC Adherence Deed”) in accordance with the CITIC IRA, pursuant to which CCCP IV agreed to be bound by all of the terms, provisions and conditions contained in the CITIC IRA. Additional information regarding the CITIC Internal Transfer and the CITIC Adherence Deed can be found in Amendment No. 2 to Schedule 13D filed by CCMB and other reporting persons with the SEC on October 16, 2018.

TJWY Medical Purchase

On November 28, 2018, the Company entered into a share transfer agreement with Smart Step Investments Limited (“Smart Step”), the then largest shareholder of Beijing Taijieweiye Technology Co., Ltd. (“TJWY Medical”), a manufacturer of interventional products, pursuant to which the Company purchased approximately 11.55% of the equity interests in TJWY Medical from Smart Step for cash consideration of US$10,812,893. Pursuant to the share transfer agreement, the Company has the right to request Smart Step to redeem full or part of the equity interests in TJWY Medical transferred at the original purchase price plus 6% compound interest rate per annum. Such right can be exercised by the Company within six months from the third anniversary of the closing date of this transaction. This transaction was completed on January 23, 2019. The ultimate beneficial owner of Smart Step is Ms. Yufeng Liu (“Ms. Liu”). Additional information about Ms. Liu can be found in Annex A attached hereto.

Current Proposal and Proposed Transaction

In August and September 2018, Beachhead subscribed for a total of 3,050,000 Ordinary Shares from the Company in a negotiated private placement transaction and became a shareholder of the Company. Since then, Beachhead (together with Double Double and Point Forward and their respective affiliates, collectively, “Centurium”) has held such acquired Ordinary Shares for investment purposes and reserved the option to make additional purchases of Ordinary Shares or make other investment decisions from time to time, depending on Centurium’s evaluation of the Company’s business, prospects and financial condition, among other things.

In connection with Centurium’s periodic evaluation of its investment in the Company, on September 4, 2019, a representative of Centurium initially contacted a representative of PWM, and preliminarily discussed the possibility of a potential transaction involving the Company.

On September 9, 2019, a representative of Centurium contacted Sean Shao, an independent director of the Company, in connection with a limited waiver (the “Initial Waiver”) of certain restrictions under the Centurium IRA, the CITIC IRA and the Hillhouse IRA and the Company’s amended and restated preferred shares rights agreement (as amended by amendment no. 1 thereto and as may be further amended from time to time, the “Rights Agreement”) in order to, among other things, permit potential discussions among such investors regarding the possibility of submitting a proposal to acquire all of the Company’s total issued and outstanding Ordinary Shares not beneficially owned by such investors and the potential formation of a buyer consortium in connection therewith. 

On September 11, 2019, the Company granted the Initial Waiver to Beachhead.

On September 12, 2019, a representative of Centurium contacted a representative of Parfield to discuss Parfield’s potential participation in a buyer consortium in connection with the Proposed Transaction. Later on the same date, Kirkland & Ellis, legal counsel to Centurium and the Buyer Consortium (“Kirkland & Ellis”), on behalf of Centurium, provided a draft of the Consortium Agreement to K&L Gates, legal counsel to Parfield, for their review and comments.

On September 13, 2019, Centurium provided to Wilson Sonsini Goodrich & Rosati (“WSGR”), legal counsel to PWM and the Buyer Consortium, a draft of the Consortium Agreement for their review and comments.

15 

On September 15, 2019, WSGR provided a draft of the PWM SPA to Centurium and Kirkland & Ellis for their review and comments.

On September 16, 2019, a representative of Centurium contacted representatives of HH Sum to discuss HH Sum’s potential participation in the Proposed Transaction.

On September 17, 2019, a representative of Centurium contacted representatives of each of CCCP IV and Temasek to discuss CCCP IV’s and Temasek’s potential participation in the Proposed Transaction. On the same date, Kirkland & Ellis, on behalf of Centurium, provided a draft of the Consortium Agreement to each of CCCP IV, HH Sum and Temasek (or, in certain instances, their applicable advisors).

Also, on September 17, 2019, in connection with the ongoing discussion of Parfield’s participation in the Buyer Consortium, Kirkland & Ellis, on behalf of Centurium, provided a draft of the Parfield SPA to K&L Gates for its and Parfield’s review and comments.

In the afternoon on September 18, 2019, Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk & Wardwell LLP (“Davis Polk”), legal counsel to the Company, to request a second waiver under the IRAs and the Rights Agreement (the “Second Waiver”) in order to, among other things, permit the submission of an acquisition proposal to the Board and the entry into the Consortium Agreement, the PWM SPA and the Parfield SPA. Later in the afternoon on September 18, 2019, the Board held a meeting to discuss the Second Waiver, and at such meeting, Mr. Hui Li (“Mr. Li”) indicated that, if the Board were to approve the Second Waiver, Centurium and other members of the Buyer Consortium could submit a proposal to the Board to acquire the Company with a purchase price at US$120.00 per Ordinary Share. Later on the same date, the Company granted the Second Waiver to Beachhead, PWM, CCCP IV and HH China Bio Holdings.

Following the receipt of the Second Waiver, in the evening on September 18, 2019, the Initial Consortium Members entered into the Consortium Agreement, pursuant to which (as amended as of the date hereof) each Initial Consortium Member agreed, among other things, to (i) cooperate with the other members of the Buyer Consortium in good faith to undertake due diligence with respect to the Company and its business, engage in discussions with the Company regarding the Proposal and negotiate in good faith the terms of the definitive documentation in connection with the Proposed Transaction as contemplated by the Proposal, (ii) for a period of 12 months after the date of the Consortium Agreement, work exclusively with each other member of the Buyer Consortium with respect to the Proposed Transaction and vote all equity securities of the Company held or otherwise beneficially owned by it or its affiliates in favor of the authorization and approval of the Proposed Transaction and any definitive documentation in connection therewith, and against any alternative transaction, (iii) for a period of 12 months after the date of the Consortium Agreement, not transfer any equity securities of the Company held by it or its affiliates, and not acquire any additional equity securities of the Company, except for (A) transfers to an affiliate of such Initial Consortium Member or another member of the Buyer Consortium, (B) certain other transactions approved by a majority of the Initial Consortium Members and (C) transfers and acquisitions pursuant to the share incentive plans of the Company or in connection with the settlement of certain existing derivative transactions involving any securities of the Company, and (iv) contribute its Rollover Securities to Parent in exchange for a certain number of newly issued shares of Parent, in each case subject to the terms and conditions of the Consortium Agreement. PWM’s obligations under the Consortium Agreement to vote in favor of the Proposed Transaction and contribute its Rollover Securities are subject to the approval by the shareholders of PWM at an extraordinary general meeting of PWM. Concurrently with the execution and delivery of the Consortium Agreement, the Initial Consortium Members submitted the Proposal to the Board. The Company announced the receipt of the Proposal from the Buyer Consortium after the market closed on September 18, 2019. During the period from September 19 to September 30, 2019, each of the Initial Consortium Members, and/or their respective reporting persons, separately filed a Schedule 13D or an amendment to Schedule 13D, to report, among other things, the submission of the Proposal and the entry into the Consortium Agreement.

Also, on September 18, 2019, in connection with the formation of the Buyer Consortium, Beachhead entered into (i) the PWM SPA with PWM, pursuant to and subject to the terms and conditions of which PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, the PWM Sale Shares at the PWM Purchase Price, subject to further adjustments in accordance with the terms and conditions of the PWM SPA; and (ii) the Parfield SPA with Parfield and Amplewood, pursuant to and subject to the terms and conditions of which Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, the Parfield Sale Shares at the Parfield Purchase Price, subject to further adjustments in accordance with the terms and conditions of the Parfield SPA. Each of Beachhead, PWM and Parfield, together with their respective reporting persons, separately reported the entry into the PWM SPA and/or the Parfield SPA (as applicable) in the same Schedule 13D or amendment to Schedule 13D described in the preceding paragraph.

On September 20, 2019, a representative of the Capital Sellers contacted a representative of Centurium to discuss whether Centurium or the Buyer Consortium would be interested in exploring a purchase of the Capital Sellers’ Ordinary Shares.

16 

On September 24, 2019, the Company announced that the Board had formed a special committee (the “Special Committee”) to review and evaluate the Proposal. The Special Committee is composed of Mr. Sean Shao, Dr. Yungang Lu and Mr. Qi Ning, who are independent directors of the Company and unaffiliated with any member of the Buyer Consortium. Mr. Sean Shao was appointed as the chairman of the Special Committee.

On October 17, 2019, the Company announced that the Special Committee had retained Duff & Phelps, LLC and Duff & Phelps Securities, LLC as its financial advisor and Davis Polk as its legal counsel in connection with its review and evaluation of the Proposal.

On October 20, 2019, each of the Initial Consortium Members entered into a confidentiality agreement with the Company in connection with the Proposed Transaction (collectively, the “Confidentiality Agreements”). Between October 21, 2019 and the date of this Schedule 13E-3, (i) representatives of the Buyer Consortium and their respective advisors conducted due diligence with respect to the Company; and (ii) Kirkland & Ellis and WSGR, on behalf of certain members of the Buyer Consortium, held some preliminary discussions with Davis Polk with respect to certain aspects of the Proposed Transaction.

Between early October 2019 and mid-November 2019, representatives of Centurium and the Capital Sellers negotiated the proposed terms of the Capital SPA.

On November 14, 2019, Kirkland & Ellis, on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver from the Company under (i) the IRAs, (ii) the Rights Agreement and (iii) the applicable Confidentiality Agreements (the “Third Waiver”) with respect to, among other things, the Capital SPA and an amendment to the Consortium Agreement to be entered into by the relevant parties.

On November 15, 2019, the Board granted the Third Waiver to Beachhead, Double Double, PWM, Parfield, CCCP IV, HH Sum and HH China Bio Holdings.

On the same date, following receipt of the Third Waiver, Beachhead and Double Double entered into the Capital SPA with the Capital Sellers to acquire the Capital Sale Shares at the Capital Sale Price. Additional information regarding this purchase (including a copy of the Capital SPA) can be found in the Amendment No. 7 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other reporting persons on November 15, 2019.

Between November 18, 2019 and January 23, 2020, representatives of Centurium negotiated (i) the proposed terms of the Centurium SPAs with representatives of CCCP IV, HH Sum and Temasek and their respective legal advisors and (ii) the proposed terms of the Consortium Agreement Amendment with representatives of all the other members of the Buyer Consortium and their respective legal advisors.

On December 9, 2019, Beachhead and Double Double completed the purchases of the Capital Sale Shares from Capital Sellers pursuant to the terms and conditions of the Capital SPA.

On December 16, 2019, Beachhead completed the transfer of 901,265 Ordinary Shares to Point Forward in connection with an internal restructuring conducted by certain Centurium Filing Persons. Point Forward executed and delivered to the Company a deed of adherence, dated December 12, 2019, in accordance with the Centurium IRA, pursuant to which Point Forward agreed to be bound by all of the terms, provisions and conditions contained in such Centurium IRA. Additional information regarding this transfer can be found in Amendment No. 8 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other reporting persons on January 24, 2020.

On January 10, 2020, Kirkland & Ellis, on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Fourth Waiver,” and together with the First Waiver, the Second Waiver and the Third Waiver, collectively, the “Waivers”) from the Company (i) under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other things, the Centurium SPAs and the Consortium Agreement Amendment to be entered into by the relevant parties and (ii) under the Centurium IRA and the Rights Agreement in connection with the enforcement of the share pledge securing the Facility (as defined below).

17 

On January 23, 2020, the Board granted the Fourth Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCCP IV, HH Sum, HH China Bio Holdings and Temasek.

On January 23, 2020, following the receipt of the Fourth Waiver, Double Double entered into a Centurium SPA with each of 2019B Cayman, HH Sum and Temasek. Pursuant to and subject to the terms and conditions of the Centurium SPAs, Double Double agreed to sell to 2019B Cayman, HH Sum and Temasek the Centurium Sale Shares at the Centurium Sale Price.

On January 23, 2020, Double Double, Point Forward and the Initial Consortium Members entered into the Consortium Agreement Amendment, which reflects, among other things, certain changes in the number of Rollover Securities held by the members of the Buyer Consortium and their respective affiliates that had occurred and that would occur if the transactions contemplated by the Centurium SPAs are consummated. By execution and delivery of the Consortium Agreement Amendment, each of Double Double and Point Forward joined the Buyer Consortium and, since January 23, 2020, all references to the “Buyer Consortium” in the Consortium Agreement include, in addition to the Initial Consortium Members, Double Double and Point Forward. During the period from January 24 to January 27, 2020, each of Centurium, PWM, CCCP IV, HH Sum and Temasek, and/or its other reporting persons, separately filed an amendment to Schedule 13D to report, among other things, the entry into the Consortium Agreement Amendment, and if applicable, the Centurium SPAs.

Also, on January 23, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, provided an initial draft of the agreement and plan of merger (the “Merger Agreement”) with respect to the Proposed Transaction to Davis Polk.

On February 11, 2020, Davis Polk, on behalf of the Special Committed, provided comments on the draft Merger Agreement to Centurium and Kirkland & Ellis.

On February 14, 2020, Beachhead, as borrower, entered into a margin loan facility agreement (“Facility Agreement”) with Ping An Bank Co., Ltd. (平安银行股份有限公司), acting through the Offshore Banking Center, as arranger, lender, agent and security agent (“Ping An”). Pursuant to the Facility Agreement, Ping An has agreed to provide a term facility of US$350 million in aggregate to Beachhead (the “Facility”). The maturity date of the Facility is February 14, 2025. The payment obligations of Beachhead under the Facility Agreement will be secured by, amongst others, a first priority security interest over a certain number of Ordinary Shares held by or to be acquired by Beachhead.

On February 17, 2020, the Special Committee, through an email sent by Duff & Phelps Securities, LLC to Kirkland & Ellis, requested the Buyer Consortium to consider increasing the price per Ordinary Share of US$120.00 offered in the Proposal.

On February 20, 2020, Kirkland & Ellis held a telephonic meeting with Davis Polk to discuss certain material issues raised in the draft Merger Agreement provided by Davis Polk on February 11, 2020. Those issues included, among others, whether a post-signing “go-shop” period proposed by the Special Committee would be appropriate, the closing condition regarding the maximum percentage of dissenting shareholders, the trigger events for the reverse termination fee payable by the Buyer Consortium, and the closing condition proposed by the Special Committee that, at a general meeting to be held for the purpose of approving the Proposed Transaction, a majority of the Ordinary Shares held by shareholders present and voting at the meeting who are not affiliated with members of the Buyer Consortium approve the Proposed Transaction.

On February 24, 2020, representatives of Centurium and Kirkland & Ellis held a telephonic meeting with representatives of Duff & Phelps Securities, LLC to preliminarily discuss the price increase requested by the Special Committee on February 17, 2020. At the meeting, the participants discussed, among other things, the historical trading prices of the Ordinary Shares, the recent performance of the Company’s business, the potential impacts of the recent outbreak of coronavirus (COVID-19), and general economic conditions in China in recent periods.

On February 27, 2020, Kirkland & Ellis sent to Davis Polk a revised draft of the Merger Agreement.

On March 2, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk and conveyed that the Buyer Consortium, after careful consideration and in light of, without limitation, all of the factors and considerations discussed during the telephonic meeting on February 24, 2020, had decided not to increase the price per Ordinary Share offered in the Proposal.

On March 5, 2020, Davis Polk sent Kirkland & Ellis a revised draft of the Merger Agreement.

On March 16, 2020, Double Double transferred 1,112,591 Ordinary Shares to Beachhead.

On March 17, 2020, Beachhead entered into (i) PWM SPA Amendment No. 1 with PWM and (ii) Parfield SPA Amendment No. 1 with Parfield and Amplewood, pursuant to which, each of the PWM SPA and the Parfield SPA may be terminated if the closing of the transactions contemplated thereunder has not occurred by June 30, 2020 or such other date as may be further agreed by the applicable parties thereto in writing. In addition, section 5.2(b) of the Parfield SPA, pursuant to which Beachhead had agreed to sell the Parfield Sale Shares back to Parfield and/or Amplewood for the same aggregate Parfield Purchase Price if the sale and purchase of the Parfield Sale Shares under the Parfield SPA was consummated and the Proposed Transaction was not consummated, was deleted in its entirety.

On March 30, 2020, CCCP IV transferred 2,477,335 Ordinary Shares to its wholly-owned subsidiary, 2019B Cayman.

On April 8, 2020, Beachhead and Point Forward entered into the Parfield Assignment Agreement, pursuant to which Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

On April 8, 2020, Parfield, Amplewood, Beachhead and Point Forward entered into the Parfield CP Waiver Letter, pursuant to which Parfield, Amplewood, Beachhead and Point Forward agreed to waive the closing condition under the Parfield SPA with respect to the execution of a definitive agreement for the Proposed Transaction.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

At this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be supported by the Special Committee, entered into or consummated.

If the Buyer Consortium fails to reach a definitive agreement with the Company with respect to the Proposed Transaction, the Proposed Transaction will not be effected and the security holders of the Company who are unaffiliated with the Buyer Consortium will not receive any payment for their Ordinary Shares, including the Merger Consideration, in connection with the Proposed Transaction. In addition, the Company will remain a publicly traded company, the Ordinary Shares will continue to be listed and traded on the NASDAQ Global Select Market, provided that the Company continues to meet the NASDAQ’s listing requirements, and the Company will remain subject to SEC reporting obligations. Therefore, the Company’s shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of the Ordinary Shares.

Item 6 Purposes of the Transaction and Plans or Proposals

The purposes of the Sales and Purchases of Shares are to transfer Ordinary Shares from PWM, Parfield and/or Amplewood and Double Double to Beachhead, Point Forward, 2019B Cayman, HH Sum and Temasek, as applicable, which Ordinary Shares Beachhead, Point Forward, 2019B Cayman, HH Sum and Temasek intend to contribute to Parent in exchange for a certain number of newly issued shares of Parent in connection with the consummation of the Proposed Transaction, if any, as contemplated by the Consortium Agreement. After giving effect to the closings of all of the Sales and Purchases of Shares, the number of Ordinary Shares of the Company beneficially owned by each member of the Buyer Consortium and/or its affiliates will be as set forth below.

Party	Ordinary Shares Beneficially Owned		Ownership Percentage(3)
Beachhead		8,908,726		23.15.	%
Double Double		160,000		0.42	%
Point Forward		1,601,265		4.16	%
PWM		5,321,000		13.83	%
Parfield		2,437,696		6.33	%
CITIC		3,743,868		9.73	%
HH Sum(1)		210,876		0.55	%
HH China Bio Holdings(2)		2,751,200		7.15	%
Temasek		1,240,000		3.22	%
Total		26,374,631		68.54	%

(1)       After giving effect to the closing of the Sale and Purchase of Shares under HH Sum’s Centurium SPA, Hillhouse Capital Management, Ltd. will be deemed to be the beneficial owner of, and to control the voting power of, the Ordinary Shares held by HH Sum.

(2)       Hillhouse Capital Advisors, Ltd. is deemed to be the beneficial owner of, and to control the voting and investment power of, the Ordinary Shares held by HH China Bio Holdings.

(3)       The ownership percentages are calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

As contemplated by the Proposal, the Filing Persons propose to enter into the Proposed Transaction with the Company. The Filing Persons anticipate that the Proposed Transaction may be effected pursuant to a merger (a “Merger”) of a merger subsidiary (“Merger Sub”), which is wholly owned by Parent and formed by the Buyer Consortium, with and into the Company, with the Company surviving the merger as the surviving company and a wholly-owned subsidiary of Parent. Such a merger, if consummated, would likely result in, among other things, Parent owning all of the issued and outstanding Ordinary Shares, the Ordinary Shares ceasing to be listed for trading on the NASDAQ Global Select Market, the termination of the registration of the Ordinary Shares under Section 12 of the Securities Act, a change in the Board (as the surviving company in such merger) to consist solely of persons to be designated by members of the Buyer Consortium and a change in the Company’s memorandum and articles of association to reflect the fact that the Company would become a privately held company. Notwithstanding the foregoing, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documents, which such terms and conditions will ultimately determine the effects the Proposed Transaction would have with respect to the Company, the Ordinary Shares and the shareholders of the Company.

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In the event that the Company enters into a definitive agreement with the Buyer Consortium with respect to the Proposed Transaction and the Proposed Transaction is submitted for authorization and approval by the Company’s shareholders at an extraordinary general meeting, each member of the Buyer Consortium and its affiliates is required under the Consortium Agreement to vote or give voting instructions with respect to all equity securities of the Company, including all Ordinary Shares, beneficially owned by them, in favor of the authorization and approval of the Proposed Transaction and against any alternative transaction. In the event that the Proposed Transaction is entered into and consummated, each member of the Buyer Consortium has agreed to contribute, or cause the contribution of, its Rollover Securities (including, if applicable, the Ordinary Shares that will be acquired by it upon the applicable closing of the Sales and Purchases of Shares) to Parent in exchange for a certain number of newly issued shares of Parent. PWM’s obligations under the Consortium Agreement to vote in favor of the Proposed Transaction and contribute its Rollover Securities are subject to the approval by shareholders of PWM at an extraordinary general meeting of PWM.

Item 7 Purposes, Alternatives, Reasons and Effects

Purposes of, Alternatives to, Reasons for and Effects of the Sales and Purchases of Shares

The reasons for and purposes of the Sales and Purchases of Shares are to transfer Ordinary Shares from PWM, Parfield and/or Amplewood and Double Double to Beachhead, Point Forward, 2019B Cayman, HH Sum and Temasek, as applicable, which Ordinary Shares Beachhead, Point Forward, 2019B Cayman, HH Sum and Temasek are required under the Consortium Agreement to contribute to Parent in exchange for a certain number of newly issued shares of Parent in connection with the consummation of the Proposed Transaction, if any, as contemplated by the Consortium Agreement. Each of Beachhead, Point Forward, 2019B Cayman and HH Sum are undertaking the applicable Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs, as applicable, to increase its ownership of the issued and outstanding Ordinary Shares and its voting interest in the Company, and each of Beachhead, Point Forward, 2019B Cayman and HH Sum did not consider any alternatives to such applicable Sales and Purchases of Shares as a means to accomplish such purposes.

In the event the closings of all of the Sales and Purchases of Shares are consummated, (i) the Centurium Filing Persons will beneficially own 10,669,991 Ordinary Shares, representing 27.73% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will beneficially own 5,321,000 Ordinary Shares, representing 13.83% of the total outstanding Ordinary Shares issued by the Company, (iii) the Parfield Filing Persons will beneficially own 2,437,696 Ordinary Shares, representing 6.33% of the total outstanding Ordinary Shares issued by the Company, (iv) the CITIC Filing Persons will beneficially own 3,743,868 Ordinary Shares, representing 9.73% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200 Ordinary Shares, representing 7.15% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly hold 210,876 Ordinary Shares, representing 0.55% of the total outstanding Ordinary Shares issued by the Company, and (vi) Temasek will beneficially own 1,240,000 Ordinary Shares, representing 3.22% of the total outstanding Ordinary Shares issued by the Company. The aforementioned ownership percentages are calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

The Sales and Purchases of Shares are private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the Sales and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates currently, and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate of 68.54% of the total issued and outstanding Ordinary Shares, which is more than the two-thirds majority required under the Cayman Islands Companies Law to approve the Merger. However, the Company has in place various anti-takeover defense mechanisms that (x) prohibit the Buyer Consortium from entering into agreements for or consummating the Proposed Transaction without the Board’s approval and (y) protect the Board’s control over the transaction process. Such anti-takeover defense mechanisms include, among others, the Confidentiality Agreements, the IRAs, a “poison pill” (i.e., the Rights Agreement) and a staggered board. The Confidentiality Agreements contain broad “standstill” provisions prohibiting members of the Buyer Consortium and their respective affiliates from, among other things, (i) acquiring any securities of the Company, (ii) agreeing to any merger or other extraordinary transaction involving the Company, (iii) soliciting proxies or (iv) otherwise seeking to control or influence the management or the policies of the Company. The Centurium IRA, the CITIC IRA and the Hillhouse IRA prohibit the Filing Persons who are parties thereto and their affiliates from soliciting, effecting, proposing, participating in or knowingly assisting or facilitating “any action with respect to the Company or its Subsidiaries” that is not recommended by the Board. Under the Rights Agreement, if any person or group acquires 15% or more of the outstanding Ordinary Shares without the Board’s approval, the “poison pill” would be triggered which would result in significant dilution of the acquiring person’s or group’s interest in the Company. Finally, the Board is divided into three classes, with one class reelected each year. The Waivers granted by the Company under the Confidentiality Agreements, the IRAs and the Rights Agreement did not change the above protections for the Board, because the Waivers were granted for only limited purposes including, among others, to permit the formation of the Buyer Consortium and the acquisition of the Capital Sale Shares and the Sales and Purchases of Shares. These limited purposes of the Waivers do not include entering into any definitive agreement governing, or consummating, the Proposed Transaction, or changing the Board composition. As a result, the Board has control over whether or not the Proposed Transaction may be approved or consummated.

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Purposes of, Alternatives to, Reasons for and Effects of the Proposed Transaction

For the Buyer Consortium, the purpose of the Proposed Transaction is to enable the Buyer Consortium to acquire the remaining outstanding Ordinary Shares that are not owned by the members of the Buyer Consortium and their respective affiliates in a transaction in which the Company’s shareholders, other than the members of the Buyer Consortium and their respective affiliates, will be cashed out for the proposed purchase price per Ordinary Share of US$120.00, so that the Buyer Consortium will bear the rewards and risks of sole ownership of the Company, including any increases in value of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses. In the course of considering the Proposed Transaction, the Buyer Consortium did not consider alternative transaction structures because the Buyer Consortium believes that a Merger will be the most direct and effective way to enable the Buyer Consortium to acquire full ownership and control of the Company. At this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, to the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documents. In the event a definitive agreement is entered into with respect to the Proposed Transaction, the Filing Persons anticipate that the Proposed Transaction may be effected pursuant to a merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving company and a wholly-owned subsidiary of Parent. Such a merger, if consummated, would likely result in, among other things, Parent owning all of the issued and outstanding Ordinary Shares, the Ordinary Shares ceasing to be listed for trading on the NASDAQ Global Select Market, the termination of the registration of the Ordinary Shares under Section 12 of the Securities Act, a change in the Board of the Company (as the surviving company in such merger) to consist solely of persons to be designated by the members of the Buyer Consortium and a change in the Company’s memorandum and articles of association to reflect that the Company would become a privately held company. However, the terms and conditions of such a definitive agreement, if any, will ultimately determine the effects the Proposed Transaction would have with respect to the Company, the Ordinary Shares and the shareholders of the Company.

The Filing Persons decided to make the Proposal and undertake the Proposed Transaction at this time because they want to take advantage of the benefits of the Company being privately held. Since the acquisition of Ordinary Shares in August 2018 pursuant to the private placements described in Item 5 above, the applicable Filing Persons have respectively held such Ordinary Shares acquired by them for investment purposes and reserved the option to make additional purchases of Ordinary Shares or other investment decisions from time to time (subject to the restrictions under the applicable IRAs and the Rights Agreement), depending on, among other things, their respective evaluations of the Company’s business, prospects and financial condition. Recently, the Filing Persons believe that the operating environment of the Company has changed significantly, and the Company faces a number of challenges, including but not limited to (i) a continued decrease in the average prices for human albumin and human immunoglobulin for intravenous injection products in 2019, (ii) a continued decrease in the revenue generated by the Company from placenta polypeptide products in 2019, and (iii) an increase in cost of sales in 2019. As a result, the Filing Persons are of the view that there is potential for considerably greater short- and medium-term volatility in the Company’s earnings. Responding to current market challenges will require tolerance for volatility in the performance of the Company’s business and a willingness to make business decisions focused on improving the Company’s long-term profitability. The Filing Persons believe that these strategies would be substantially more difficult to implement if the Company were to continue to be publicly traded in the United States. Following the Proposed Transaction, the Company’s management will have greater flexibility to focus on improving long-term profitability without the pressures exerted by the U.S. public market’s valuation of the Company and the emphasis on short-term, period-to-period performance.

At this time, the Filing Persons have not considered any transaction structures with respect to the Proposed Transaction other than a potential merger of Merger Sub with and into the Company as described above because the Filing Persons believe that such a merger would be the most direct and effective way to enable the Buyer Consortium to acquire ownership and control of the Company.

Net Book Value and Net Earnings for the Filing Persons and their respective Affiliates

The table below sets out the indirect interest in the Company’s net book value and net earnings of the Filing Persons and their respective affiliates before and after the Sales and Purchases of Shares and after the Proposed Transaction, if any, based on the historical net book value and net earnings of the Company as of December 31, 2019. The Company’s net earnings for the year ended December 31, 2019 were approximately US$138,807,748, and its net book value as of December 31, 2019 was approximately US$1,695,714,592. As mentioned elsewhere in this Schedule 13E-3, each of the Sales and Purchases of Shares is a share transfer between two members of the Buyer Consortium and/or their affiliates, and as a result, the Sales and Purchases of Shares will not affect the aggregate interest of members of the Buyer Consortium and their affiliates (including the Filing Persons) in the Company’s net book value and net earnings.

	Ownership Interest Prior to the Sales and Purchases of Shares				Ownership Interest After the Sales and Purchases of Share				Ownership Interest After the Proposed Transaction
	Net Earnings		Net Book Value		Net Earnings		Net Book Value		Net Earnings		Net Book Value
Name	US$’000	%(1)	US$’000	%(1)	US$’000	%(1)	US$’000	%(1)	US$’000	%(1)	US$’000	%(1)
Centurium Filing Persons	34,981	25.20	427,333	25.20	38,489	27.73	470,192	27.73	56,155	40.46	686,010	40.46
PWM	22,801	16.43	278,546	16.43	19,194	13.83	234,479	13.83	28,004	20.17	342,105	20.17
Parfield Filing Persons	11,318	8.15	138,268	8.15	8,793	6.33	107,421	6.33	12,829	9.24	156,728	9.24
CITIC Filing Persons	12,543	9.04	153,235	9.04	13,505	9.73	164,980	9.73	19,704	14.19	240,706	14.19
Hillhouse Filing Persons	9,924	7.15	121,236	7.15	10,685	7.70	130,529	7.70	15,589	11.23	190,442	11.23

(1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

Item 8 Fairness of the Transaction

Fairness of the Sales and Purchases of Shares

Since the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act, each Filing Person is required to express its belief as to the fairness of the Sales and Purchases of Shares to the unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares) under SEC rules governing going-private transactions. Each Filing Person is making the statements included in this item solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

Each Filing Person believes that each of the Sales and Purchases of Shares applicable to such Filing Person is substantively and procedurally fair to the unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares) based on its consideration of the factors described below, which are not listed in any relative order of importance:

· The Sales and Purchases of Shares are private sales of the Ordinary Shares of the Company negotiated by and among PWM, the Parfield Filing Persons, the Centurium Filing Persons, the CITIC Filing Persons, the Hillhouse Filing Persons and Temasek, as applicable, and no security holder of the Company that is not a party to the Sales and Purchases of Shares or an affiliate of such party is otherwise receiving or providing any consideration in connection with the Sales and Purchases of Shares. All of PWM, the Parfield Filing Persons, the Centurium Filing Persons, the CITIC Filing Persons, the Hillhouse Filing Persons and Temasek are sophisticated institutional investors capable of protecting their investment interests, and all of them are assisted by their respective legal advisors in connection with the Sales and Purchases of Shares. The PWM Purchase Price (subject to further adjustments in accordance with the terms and conditions of the PWM SPA), the Parfield Purchase Price (subject to further adjustments in accordance with the terms and conditions of the Parfield SPA) and the Centurium Sale Price were a result of arm’s-length negotiations. As a result, each Filing Person believes that each of the Sales and Purchases of Shares applicable to such Filing Person is an arm’s-length commercial transaction between or among the applicable parties to such Sale and Purchase of Shares.

· The Centurium Sale Price of US$120.00 per Ordinary Share represents the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction and is higher than both the current PWM Purchase Price and the current Parfield Purchase Price. If the Proposed Transaction is consummated and the Merger Consideration is greater than the PWM Purchase Price or the Parfield Purchase Price, the PWM Purchase Price and/or the Parfield Purchase Price, as the case may be, will be adjusted such that it equals to the Merger Consideration.

· No approval of the Board (other than the applicable Waivers) or vote of the Company’s shareholders is necessary in connection with the consummation of any Sale and Purchase of Shares or the execution, delivery or performance of any of the PWM SPA, the Parfield SPA or the Centurium SPAs. The consummation of the Sales and Purchases of Shares are not conditioned on the completion of the Proposed Transaction. The Sales and Purchases of Shares have no effect on the rights of any unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares).

· The US$120.00 per Ordinary Share purchase price offered in the Proposal represents a 16.8% premium to the closing price on the last trading day prior to the date of the Proposal and a premium of 21.1% and 23.9% to the volume-weighted average price during the last 30 and 60 trading days before the date of the Proposal, respectively.

· The aggregate ownership of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the Sales and Purchases of Shares, because they are transfers between members of the Buyer Consortium and their respective affiliates.

· The Company has in place various anti-takeover defense mechanisms that (x) prohibit the Buyer Consortium from entering into agreements for or consummating the Proposed Transaction without the Board’s approval and (y) protect the Board’s control over the transaction process. Such anti-takeover defense mechanisms include, among others, the Confidentiality Agreements, the IRAs, a “poison pill” (i.e., the Rights Agreement) and a staggered board. The Confidentiality Agreements contain broad “standstill” provisions prohibiting members of the Buyer Consortium and their respective affiliates from, among other things, (i) acquiring any securities of the Company, (ii) agreeing to any merger or other extraordinary transaction involving the Company, (iii) soliciting proxies or (iv) otherwise seeking to control or influence the management or the policies of the Company. The Centurium IRA, the CITIC IRA and the Hillhouse IRA prohibit the Filing Persons who are parties thereto and their affiliates from soliciting, effecting, proposing, participating in or knowingly assisting or facilitating “any action with respect to the Company or its Subsidiaries” that is not recommended by the Board. Under the Rights Agreement, if any person or group acquires 15% or more of the outstanding Ordinary Shares without the Board’s approval, the “poison pill” would be triggered which would result in significant dilution of the acquiring person’s or group’s interest in the Company. Finally, the Board is divided into three classes, with one class reelected each year. The Waivers granted by the Company under the Confidentiality Agreements, the IRAs and the Rights Agreement did not change the above protections for the Board, because the Waivers were granted for only limited purposes including, among others, to permit the formation of the Buyer Consortium and the acquisition of the Capital Sale Shares and the Sales and Purchases of Shares. These limited purposes of the Waivers do not include entering into any definitive agreement governing, or consummating, the Proposed Transaction, or changing the Board composition. As a result, the Board has control over whether or not the Proposed Transaction may be approved or consummated. 

· The Board established the Special Committee consisting of directors not affiliated with the Buyer Consortium to evaluate the Proposal. The Buyer Consortium understands that the Board delegated to the Special Committee broad authority, including the authority to solicit and consider other offers and strategic alternatives of the Company, to reject the Proposal and any other offer, and to recommend the Company not to conduct any transaction and remain an independent public company. The Special Committee and the Board have no obligation to recommend or approve the Proposed Transaction or any other transaction.

· The Special Committee is assisted by Duff & Phelps, LLC and Duff & Phelps Securities LLC as its financial advisor and Davis Polk as its legal advisor in its evaluation of the Proposed Transaction and other strategic alternatives of the Company and in negotiations with the Buyer Consortium.

· The Filing Persons did not consider the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the Company’s shareholders, as a factor. The Filing Persons do not believe that net book value is a material indicator of the value of the Company as a going-concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with other companies in that industry. The Filing Persons note, however, that the purchase price of US$120.00 per Ordinary Share offered in the Proposal is substantially higher than the Company’s net book value per Ordinary Share of US$44.09 as of December 31, 2019 (based on the number of issued and outstanding Ordinary Shares as of that date).

· The Filing Persons did not consider the liquidation value of the Company’s assets as a factor because each Filing Person considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations.

· While the Filing Persons considered the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters, the Filing Persons did not calculate a pre-Merger going-concern value of the Company as a public company because the Company will have a different shareholding structure following the completion of the Proposed Transaction; as a result, the Filing Persons do not believe that the going-concern value of the Company is an appropriate indicator to determine the fairness of the Sales and Purchases of Shares to the unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares). However, to the extent the pre-Merger going-concern value was reflected in the pre-announcement public market trading price of the Ordinary Shares, the purchase price of US$120.00 per Ordinary Share offered in the Proposal represents a significant premium to the going-concern value of the Company.

20 

No financial advisor provided any of the Filing Persons or their affiliates with any analysis or opinion with respect to the fairness of the Sales and Purchases of Shares to the unaffiliated security holders of the Company.

Fairness of the Proposed Transaction

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons with respect to which the Filing Persons would be able to assess the fairness to the unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares). To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. Accordingly, this item is not applicable at this time with respect to the Proposed Transaction.

Item 9 Reports, Opinions, Appraisals and Negotiations

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. The Filing Persons have not retained any outside party to deliver any report or opinion or appraisal on the Sales and Purchases of Shares or the Proposed Transaction. Further, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. Accordingly, the Company is not a filing person to this Schedule 13E-3, and the Filing Persons are not aware of any report, opinion or appraisal received by the Company from an outside party that is materially related to the Proposed Transaction.

Item 10 Source and Amount of Funds or Other Consideration

The source of funds for the transactions contemplated under the PWM SPA and the Parfield SPA will be or was, as applicable, commitments made by investors in the investment funds managed or advised by the Centurium Filing Persons and their affiliates and/or income and other internally generated funds of the Centurium Filing Persons and their affiliates, and it is anticipated that approximately US$172 million (subject to further adjustment pursuant to the terms and conditions of the PWM SPA and the Parfield SPA) will be expended by the Centurium Filing Persons in acquiring the PWM Sale Shares and the Parfield Sale Shares.

The source of funds of 2019B Cayman for the transactions contemplated under its Centurium SPA will be primarily from revolving credit facilities of CCCP IV obtained under a revolving facilities agreement (the “Revolving Facilities Agreement”) between CCCP IV, as borrower, CCP IV GP Ltd. (“CCP IV GP”), as general partner, and SOCIÉTÉ GÉNÉRALE, as original lender. It is anticipated that an aggregate of approximately US$32 million will be expended by 2019B Cayman in acquiring the Centurium Sale Shares contemplated under its Centurium SPA. CCCP IV is a China buyout fund with investments in several companies across industries, and the Revolving Facilities Agreement was not specifically entered into for the transaction contemplated under the applicable Centurium SPA. The Revolving Facilities Agreement provides for a US$170,000,000 committed revolving credit facility (“Facility A”) and a US$180,000,000 uncommitted revolving credit facility (“Facility B”, and together with Facility A, the “Revolving Facilities”), with a maturity date of January 15, 2021, which, upon CCCP IV’s request and subject to certain conditions, may be extended to January 15, 2022. Borrowings under the Revolving Facilities are subject to customary conditions. The loan proceeds may be used for general working capital purposes and to facilitate any investment made by CCCP IV in accordance with the terms of its governing documents. The Facilities are secured by undrawn capital commitments of the limited partners of CCCP IV (including the right to call for such capital commitments) and a deposit account for the purposes of receiving capital contributions from the limited partners of CCCP IV, among other things. Borrowings under each of the Revolving Facilities will bear interest at a rate per annum equal to the sum of (i) LIBOR for the relevant interest period, which may be, as selected by the borrower, one (1) week, two (2) weeks, one (1) month, two (2) months, three (3) months or six (6) months or any other period agreed to by the parties, and (ii) an applicable margin. All payments of principal and interest with respect to the Revolving Facilities will be due and payable as specified in the Revolving Facilities Agreement. CCCP IV intends to repay the borrowings under the Revolving Facilities with capital under the management of its affiliate. The Revolving Facilities Agreement contains representations and warranties, affirmative and negative covenants, including financial maintenance covenants, and events of default, that CCCP IV believes are usual and customary for such credit facilities.

The source of funds of HH Sum for the transactions contemplated under its Centurium SPA will be internally generated funds of HH Sum and its affiliates available for investment. The source of funds of Temasek for the transactions contemplated under its Centurium SPAs will be its funds available for investment. It is anticipated that an aggregate of approximately US$25 million and US$30 million will be expended by HH Sum and Temasek, respectively, in acquiring their respective portions of the Centurium Sale Shares contemplated under their respective Centurium SPAs.

21 

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons, with respect to which the source and amount of funds or other consideration could be stated in response to this item. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated.

The Proposal contemplates that the Proposed Transaction, if entered into, is intended to be financed with equity financing or a combination of equity and debt financing. The equity financing is intended to be provided by the members of the Buyer Consortium in the form of cash and through the rollover of the Rollover Securities held by the members of the Buyer Consortium and their respective affiliates. Debt financing, if used, is intended to be primarily provided by one or more third party financial institutions.

Item 11 Interest in Securities of the Subject Company

(a) Securities Ownership

As of the date of this Schedule 13E-3: (i) Beachhead holds 7,908,726 Ordinary Shares, representing 20.55% of the total outstanding Ordinary Shares issued by the Company; (ii) Double Double holds 887,409 Ordinary Shares, representing 2.31% of the total outstanding Ordinary Shares issued by the Company; (iii) Point Forward holds 1,601,265 Ordinary Shares, representing 4.16% of the total outstanding Ordinary Shares issued by the Company; (iv) CCP 2018, as the sole shareholder of each of Beachhead and Double Double, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 8,796,135 Ordinary Shares held by Beachhead and Double Double, representing 22.86% of the total outstanding Ordinary Shares issued by the Company; (v) CCCI 2018, which holds 74% of the equity interest in Point Forward, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 1,184,680 Ordinary Shares held by Point Forward, representing 3.08% of the total outstanding Ordinary Shares issued by the Company; (vi) CCM CB I, which holds 26% of the equity interest in Point Forward, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 416,585 Ordinary Shares held by Point Forward, representing 1.08% of the total outstanding Ordinary Shares issued by the Company; (vii) Centurium Capital Partners 2018 GP Ltd. (“Centurium GP”), acting as the general partner of CCP 2018, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 8,796,135 Ordinary Shares held by Beachhead and Double Double, representing 22.86% of the total outstanding Ordinary Shares issued by the Company; (viii) Centurium Capital 2018 SLP-B Ltd. (“Centurium SLP-B”), acting as the general partner of CCCI 2018, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 1,184,680 Ordinary Shares held by Point Forward, representing 3.08% of the total outstanding Ordinary Shares issued by the Company; (ix) CCM CB I Limited (“CCM CB I GP”), acting as the general partner of CCM CB I, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 416,585 Ordinary Shares held by Point Forward, representing 1.08% of the total outstanding Ordinary Shares issued by the Company; (x) Centurium Holdings Ltd. (“Centurium GP Holdco”), as the sole shareholder of Centurium GP, Centurium SLP-B and CCM CB I GP, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 10,397,400 Ordinary Shares held by Beachhead, Double Double and Point Forward, representing 27.02% of the total outstanding Ordinary Shares issued by the Company; (xi) Centurium Holdings (BVI) Ltd. (“Centurium TopCo”), as the sole shareholder of Centurium GP Holdco, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 10,397,400 Ordinary Shares held by Beachhead, Double Double and Point Forward, representing 27.02% of the total outstanding Ordinary Shares issued by the Company; and (xii) Mr. Li holds 28,269 Ordinary Shares and, as the sole shareholder of Centurium Topco, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 10,397,400 Ordinary Shares held by Beachhead, Double Double and Point Forward, representing 27.09% of the total outstanding Ordinary Shares issued by the Company. Pursuant to the terms and conditions of the PWM SPA, Beachhead has agreed to purchase from PWM and PWM has agreed to sell to Beachhead 1,000,000 Ordinary Shares. Pursuant to the terms and conditions of the Centurium SPAs, Double Double has agreed to sell to 2019B Cayman, HH Sum and Temasek and 2019B Cayman, HH Sum and Temasek have agreed to purchase from Double Double 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary Shares, respectively.

22 

As of the date of this Schedule 13E-3, PWM holds 6,321,000 Ordinary Shares, representing 16.43% of the total outstanding Ordinary Shares issued by the Company. Pursuant to the terms and conditions of the PWM SPA, PWM has agreed to sell to Beachhead and Beachhead has agreed to purchase from PWM 1,000,000 Ordinary Shares.

As of the date of this Schedule 13E-3, (i) 2019B Cayman holds 2,477,335 Ordinary Shares, representing 6.44% of the total outstanding Ordinary Shares issued by the Company; (ii) CCCP IV holds 1,000,000 Ordinary Shares, representing 2.60% of the total outstanding Ordinary Shares issued by the Company, and as the sole shareholder of 2019B Cayman, may also be deemed under Rule 13d-3 under the Exchange Act to beneficially own 2,477,335 Ordinary Shares held by 2019B Cayman, representing 6.44% of the total outstanding Ordinary Shares issued by the Company; (iii) CCP IV GP, as the general partner of CCCP IV, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 3,477,335 Ordinary Shares held by CCCP IV and 2019B Cayman, representing 9.04% of the total outstanding Ordinary Shares issued by the Company; (iv) CITIC Capital Partners Limited (“CCPL”), as the sole shareholder of CCP IV GP, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 3,477,335 Ordinary Shares held by CCCP IV and 2019B Cayman, representing 9.04% of the total outstanding Ordinary Shares issued by the Company; and (v) CITIC Capital Holdings Limited (“CCHL”) may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 3,477,335 Ordinary Shares held by CCCP IV and 2019B Cayman, representing 9.04% of the total outstanding Ordinary Shares issued by the Company. Pursuant to the terms and conditions of the Centurium SPA with 2019B Cayman, a wholly-owned subsidiary of CCCP IV, 2019B Cayman has agreed to purchase from Double Double and Double Double has agreed to sell to 2019B Cayman 266,533 Ordinary Shares. As such, as of the date of this Schedule 13E-3, each of CCCP IV, CCP IV GP, CCPL and CCHL may also be deemed under Rule 13d-3 under the Exchange Act to beneficially own these 266,533 Ordinary Shares to be acquired by 2019B Cayman pursuant to the terms of 2019B Cayman’s Centurium SPA, representing 0.69% of the total outstanding Ordinary Shares issued by the Company.

As of the date of this Schedule 13E-3, (i) Parfield holds 2,437,696 Ordinary Shares, representing 6.33% of the total outstanding Ordinary Shares issued by the Company; (ii) Amplewood no longer holds any Ordinary Shares; and (iii) Chan, as the sole shareholder of each of Parfield and Amplewood, may be deemed the beneficial owner of 2,437,696 Ordinary Shares held by Parfield, representing 6.33% of the total outstanding Ordinary Shares issued by the Company. The 2,437,696 Ordinary Shares held by Parfield are subject to a pledge agreement executed in favor of Credit Suisse AG Hong Kong Branch to secure certain indebtedness of Parfield.

As of the date of this Schedule 13E-3, (i) HH China Bio Holdings directly holds 2,751,200 Ordinary Shares, representing 7.15% of the total outstanding Ordinary Shares issued by the Company, and Hillhouse Capital Advisors, Ltd. (“HCA”) is deemed to be the beneficial owner of, and to control the voting and investment power of, such Ordinary Shares held by HH China Bio Holdings, (ii) Hillhouse Capital Management, Ltd. (“HCM”) may be deemed to be the beneficial owner of 210,876 Ordinary Shares, representing 0.55% of the total outstanding Ordinary Shares issued by the Company, pursuant to the terms of HH Sum’s Centurium SPA, and (iii) each of HCA and HCM, which are under common control and share certain policies, personnel and resources, respectively, may report that it has shared voting and disposition power of the Ordinary Shares beneficially owned by each of HCA and HCM.

The percentages set forth above in this Item 11 are calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020.

The Filing Persons and Temasek are deemed to be a “group” pursuant to Section 13(d) of the Exchange Act as a result of the arrangements in the Consortium Agreement, and such “group” is deemed to beneficially own an aggregate of 26,374,631 Ordinary Shares, which represents approximately 68.54% of the total outstanding Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Company’s Form 20-F filed with the SEC on March 12, 2020. However, no provision of the Consortium Agreement gives any member of the Buyer Consortium voting or disposition power over the Ordinary Shares held by the other members of the Buyer Consortium. Instead, the Consortium Agreement only contains a contractual obligation of each member of the Buyer Consortium with respect to the voting on certain matters of its Ordinary Shares (which remain under the control of such member) and does not grant voting power to any other members of the Buyer Consortium with respect to such Ordinary Shares. Similarly, no provision of the Consortium Agreement gives a member of the Buyer Consortium the power to direct any other member of the Buyer Consortium to sell or dispose of its Ordinary Shares. As a result, (i) each of the Centurium Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by PWM, the CITIC Filing Persons, the Parfield Filing Persons, the Hillhouse Filing Persons and Temasek, (ii) PWM expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing Persons, the CITIC Filing Persons, the Parfield Filing Persons, the Hillhouse Filing Persons and Temasek, (iii) each of the CITIC Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing Persons, PWM, the Parfield Filing Persons, the Hillhouse Filing Persons and Temasek, (iv) each of the Parfield Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing Persons, PWM, the CITIC Filing Persons, the Hillhouse Filing Persons and Temasek, and (v) each of the Hillhouse Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing Persons, PWM, the CITIC Filing Persons, the Parfield Filing Persons and Temasek.

23 

(b) Securities Transaction.

On December 9, 2019, Beachhead and Double Double acquired the Capital Sale Shares at the Capital Sale Price pursuant to the terms of the Capital SPA. Additional information regarding this purchase (including a copy of the Capital SPA) can be found in the Amendment No. 7 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other relevant reporting persons on November 15, 2019.

On December 16, 2019, Beachhead transferred 901,265 Ordinary Shares in the Company to Point Forward due to an internal restructuring conducted by certain Centurium Filing Persons. Additional information regarding this transfer can be found in the Amendment No. 8 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other relevant reporting persons on January 24, 2020.

On February 14, 2020, Beachhead, as borrower, entered into the Facility Agreement with Ping An, acting through the Offshore Banking Center, as arranger, lender, agent and security agent. Pursuant to the Facility Agreement, Ping An has agreed to provide a Facility of US$350 million in aggregate to Beachhead. The maturity date of the Facility is February 14, 2025. The payment obligations of Beachhead under the Facility Agreement will be secured by, amongst others, a first priority security interest over a certain number of Ordinary Shares held and to be acquired by Beachhead.

On March 16, 2020, Double Double transferred 1,112,591 Ordinary Shares to Beachhead.

On March 30, 2020, CCCP IV transferred 2,477,335 Ordinary Shares to its wholly-owned subsidiary, 2019B Cayman.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

Except as set forth above in subsection (b) of this Item 11, none of the Filing Persons has effected any transactions relating to the Ordinary Shares during the past 60 days.

Item 12 The Solicitation or Recommendation

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. Accordingly, no solicitation or recommendation is being made relating to the Sales and Purchases of Shares or a Rule 13e-3 transaction.

Item 13 Financial Statements

(a) Financial Information

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. The financial information furnished herein is derived from public disclosure of the Company and is included solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Filing Persons did not participate in the preparation, review or public disclosure of such information in the Company’s filings and therefore make no representation on the accuracy or completeness of such financial information.

24 

Selected Historical Financial Information

The following sets forth selected historical consolidated financial information of the Company. The financial data for the years ended and as of December 31, 2017, 2018 and 2019 has been derived from the audited financial statements filed as part of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2018 filed with the SEC on March 6, 2019 and the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020. The information set forth below is not necessarily indicative of future results and should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements, related notes and other financial information included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2018 filed with the SEC on March 6, 2019 and the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020, all of which are incorporated into this Schedule 13E-3 by reference.

	For the Years Ended December 31, / As of December 31,
	2019		2018		2017
	Ordinary shares in Shareholders’ equity (U.S. dollars), and share number)
	(U.S. dollars in thousands, except per share data (U.S. dollars),
Revenues		503,745		466,878		370,407
Income From Operations		163,648		146,174		135,858
Net Income		163,395		147,969		82,236
Net Income attributable to the Company		138,808		128,058		67,943
Earnings Per Share
Basic		3.55		3.54		2.40
Diluted		3.53		3.53		2.38
Total Current Assets		1,299,725		1,357,188		593,122
Property, plant and equipment, net		177,597		178,327		166,813
Intangible assets, net		44,068		53,259		536
Land use rights, net		28,459		32,204		24,853
Equity method investment		16,726		15,428		14,904
Prepayment in equity securities		—		10,813		—
Long term equity investments		10,813		—		—
Loan receivable		35,642		39,943		—
Goodwill		308,509		313,589		—
Other non-current assets		16,319		9,228		8,830
Total Assets		1,937,859		2,009,979		809,057
Total Current Liabilities		119,309		122,349		97,635
Total Long Term Liabilities		43,698		42,927		47,097
Ordinary Shares in Shareholders’ Equity		4,191		4,162		2,987
Outstanding Shares		38,459,769		39,361,616		27,611,841
Total Shareholders’ Equity attributable to the Company		1,695,715		1,722,050		598,192
Non-controlling interest		79,137		122,654		66,133
Total Equity		1,774,852		1,844,703		664,325

Net Book Value per Share of the Company’s Shares

The Company’s net book value per Ordinary Share as of December 31, 2019 was US$44.09 (based on the number of issued and outstanding Ordinary Shares as of that date).

Information incorporated herein by reference has been filed or furnished by the Company with the SEC as stated above. You may read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at +1 (800) SEC-0330. Copies of such materials may also be accessed through the SEC’s website at http://www.sec.gov.

25 

(b) Pro Forma Information.

If the Proposed Transaction is entered into and consummated, the Buyer Consortium plans to maintain the independent operations of the Company. Therefore, the Proposed Transaction is not expected to have any material effect on the Company’s financial statements.

Item 14 Persons/Assets, Retained, Employed, Compensated or Used

The Filing Persons are filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act. However, at this time, there is no definitive agreement with respect to the Proposed Transaction, or any other transaction that constitutes a Rule 13e-3 transaction, between the Company and any of the Filing Persons. The Filing Persons have not retained any outside party to deliver any report or opinion or appraisal on the Sales and Purchases of Shares or a Rule 13e-3 transaction. To the knowledge of the Filing Persons, at this time, the Special Committee has not made any definitive determination regarding the Proposal or the Proposed Transaction, and no assurance can be given that any proposal, any definitive agreement or any transaction related to the Proposed Transaction will be entered into or consummated. Accordingly, the Company is not a filing person to this Schedule 13E-3, and the Filing Persons are not aware of any report, opinion or appraisal received by the Company from an outside party that is materially related to the Proposed Transaction.

Item 15 Additional Information

Not applicable.

Item 16 Exhibits

(a)	Not applicable
(b)-(1)†	Margin Loan Facility Agreement, dated as of February 14, 2020, by and between Beachhead and Ping An, incorporated herein by reference to Exhibit 1 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(b)-(2)†	Revolving Facilities Agreement, dated January 16, 2020 by and between CCCP IV as borrower, CCP IV GP as general partner and Société Générale, as original lender, incorporated herein by reference to Exhibit 5 to Amendment No. 6 to Schedule 13D filed by the CITIC Filing Persons and other reporting persons therein with the SEC on April 8, 2020.
(c)	Not applicable
(d)-(1)*	Proposal from Beachhead, PWM, CCCP IV, Parfield, HH Sum and Temasek, dated September 18, 2019.
(d)-(2)*	Consortium Agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CCCP IV, Parfield, HH Sum and Temasek.
(d)-(3)*	Amendment No. 1 to Consortium Agreement, dated as of January 23, 2020, by and among Beachhead, Double Double, Point Forward, PWM, CCCP IV, Parfield, HH Sum and Temasek.
(d)-(4)*	Share Purchase Agreement, dated as of September 18, 2019, by and between PWM and Beachhead.
(d)-(5)*	Share Purchase Agreement, dated as of September 18, 2019, by and among Parfield, Amplewood and Beachhead.
(d)-(6)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and 2019B Cayman.
(d)-(7)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and HH Sum.
(d)-(8)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and Temasek.
(d)-(9)	Amendment No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and between PWM and Beachhead, incorporated herein by reference to Exhibit 2 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(d)-(10)	Amendment No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and among Parfield, Amplewood and Beachhead, incorporated herein by reference to Exhibit 3 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(f)	Not applicable
(g)	Not applicable

^†Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Exchange Act of 1934, as amended

*Previously filed

26 

SIGNATURES

After due 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: April 24, 2020	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
	Centurium Capital Partners 2018, L.P.
	By: Centurium Capital Partners 2018 GP Ltd., its general partner
	By:	/s/ Hui Li
		Name:  Hui Li
		Title:  Director
	Centurium Capital 2018 Co-invest, L.P.
	By: Centurium Capital 2018 SLP-B Ltd., its general partner
	By:	/s/ Hui Li
		Name:  Hui Li
		Title:  Director
	CCM CB I, L.P.
	By: CCM CB I Limited, its general partner
	By:	/s/ Hui Li
		Name:  Hui Li
		Title:  Director

27 

PW Medtech Group Limited
By:	/s/ Yue’e Zhang
	Name: Yue’e Zhang
	Title:  Director
2019B Cayman Limited
By:	/s/ Rikizo Matsukawa
	Name:  Rikizo Matsukawa
	Title:  Director
CITIC Capital China Partners IV, L.P.
By: CCP IV GP Ltd., its general partner
By:	/s/ Rikizo Matsukawa
	Name:  Rikizo Matsukawa
	Title:  Director
Parfield International Ltd.
By:	/s/ Marc Chan
	Name:  Marc Chan
	Title:  Director
Amplewood Resources Ltd.
By:	/s/ Marc Chan
	Name:  Marc Chan
	Title:  Director
	/s/ Marc Chan
	Marc Chan
HH China Bio Holdings LLC
By:	/s/ Colm O’Connell
	Name:  Colm O’Connell
	Title:  Authorized Signatory
HH SUM-XXII Holdings Limited
By:	/s/ Colm O’Connell
	Name:  Colm O’Connell
	Title:  Authorized Signatory

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Exhibit Index

(a)	Not applicable
(b)-(1)†	Margin Loan Facility Agreement, dated as of February 14, 2020, by and between Beachhead and Ping An, incorporated herein by reference to Exhibit 1 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(b)-(2)†	Revolving Facilities Agreement, dated January 16, 2020 by and between CCCP IV as borrower, CCP IV GP as general partner and Société Générale, as original lender, incorporated herein by reference to Exhibit 5 to Amendment No. 6 to Schedule 13D filed by the CITIC Filing Persons and other reporting persons therein with the SEC on April 8, 2020
(c)	Not applicable
(d)-(1)*	Proposal from Beachhead, PWM, CCCP IV, Parfield, HH Sum and Temasek, dated September 18, 2019.
(d)-(2)*	Consortium Agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CCCP IV, Parfield, HH Sum and Temasek.
(d)-(3)*	Amendment No. 1 to Consortium Agreement, dated as of January 23, 2020, by and among Beachhead, Double Double, Point Forward, PWM, CCCP IV, Parfield, HH Sum and Temasek.
(d)-(4)*	Share Purchase Agreement, dated as of September 18, 2019, by and between PWM and Beachhead.
(d)-(5)*	Share Purchase Agreement, dated as of September 18, 2019, by and among Parfield, Amplewood and Beachhead.
(d)-(6)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and 2019B Cayman.
(d)-(7)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and HH Sum.
(d)-(8)*	Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and Temasek.
(d)-(9)	Amendment No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and between PWM and Beachhead, incorporated herein by reference to Exhibit 2 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(d)-(10)	Amendment No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and among Parfield, Amplewood and Beachhead, incorporated herein by reference to Exhibit 3 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on March 20, 2020.
(f)	Not applicable
(g)	Not applicable

^†Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Exchange Act of 1934, as amended

*Previously filed

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Annex A

Directors and Executive Officers of Each Filing Person

1.       The Directors and Executive Officers of the Centurium Filing Persons

Each of Beachhead, Double Double and Point Forward is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Each of CCP 2018, CCCI 2018 and CCM CB I is a limited partnership incorporated under the laws of the Cayman Islands. CCP 2018 holds 100% of the equity interest in Beachhead and Double Double, CCCI 2018 holds 74% of the equity interest in Point Forward and CCM CB I holds 26% of the equity interest in Point Forward. Centurium GP, an exempted company incorporated with limited liability under the laws of the Cayman Islands, is acting as the sole general partner of CCP 2018. Centurium SLP-B, an exempted company incorporated with limited liability under the laws of the Cayman Islands, is acting as the sole general partner of CCCI 2018. CCM CB I GP, an exempted company incorporated with limited liability under the laws of the Cayman Islands, is acting as the sole general partner of CCM CB I. Centurium GP Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands, is the sole shareholder of Centurium GP, Centurium SLP-B and CCM CB I GP. Centurium TopCo, an exempted company incorporated under the laws of the British Virgin Islands, is the sole shareholder of Centurium GP Holdco. Mr. Li, a Hong Kong citizen, is the sole shareholder of Centurium TopCo.

The address of the principal business and telephone number of each of Beachhead, Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755. The registered office of each of Beachhead, Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B, CCM CB I GP and Centurium GP Holdco is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The registered office of Centurium TopCo is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

The principal business each of Beachhead, Double Double and Point Forward is investment holding. The principal business of each of CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo is investment activities.

Neither CCP 2018, CCCI 2018 nor CCM CB I has executive officers or directors.

Mr. Li, is a director of each of Beachhead, Double Double, Point Forward, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo. Mr. Li is a Hong Kong citizen and his business address and telephone number is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755. Mr. Li is the Founder and Chief Executive Officer of Centurium Capital since 2016. He was an Executive Director and a Managing Director at Warburg Pincus from 2002 to 2016.

Mr. Andrew Chan (“Mr. Chan”) is a director of each of Beachhead, Double Double, Point Forward, Centurium GP, Centurium SLP-B and CCM CB I GP. Mr. Chan is the Chief Finance Officer of the management company of CCP 2018, CCCI 2018 and CCM CB I. Mr. Chan is a Hong Kong citizen and his business address and telephone number is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755. Before joining Centurium Capital in 2018, he was employed by Warburg Pincus from 2006 to 2018, and his last position was Senior Vice President and Controller of Asia Pacific.

Mr. Jun Liu (“Mr. Liu”) is a director of Point Forward, CCM CB I GP and Centurium GP. Mr. Liu is the General Counsel of the management company of CCP 2018, CCCI 2018 and CCM CB I. Mr. Liu is a Hong Kong citizen and his business address and telephone number is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755. He was Assistant General Counsel of Warburg Pincus from 2008 to 2018.

During the past five years, none of Beachhead, Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo or any of the persons listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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2.       The Directors and Executive Officers of PWM

PWM is an exempted company incorporated with limited liability under the laws of the Cayman Islands. PWM is a public company listed on The Stock Exchange of Hong Kong Limited (1358.HK). The registered office of PWM is located at the Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands. The principal business address and telephone number of PWM is Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China and +86 (10) 8478 3617. The principal business of PWM is investment holding.

The following table sets forth information about the directors and executive officers of PWM as of the date of this Schedule 13E-3.

Name	Business Address	Principal Occupation	Citizenship
Ms. ZHANG Yue’e	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Chairman and executive director of PWM (from February 2015 to present), chief executive officer of PWM (from March 2019 to present) and director of the Company (from January 2018 to present)	U.S.
Mr. JIANG Liwei	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Non-executive director of PWM (from March 2019 to present) and chief executive officer and executive director of PWM (from June 2013 to March 2019)	PRC
Mr. LIN Junshan	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Non-executive director of PWM (from June 2013 to present) and chairman of PWM (from June 2013 to February 2015)	PRC
Mr. ZHANG Xingdong	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Independent non-executive director of PWM (from October 2013 to present), professor at Sichuan University (from 1986 to present) and an Academician of the Chinese Academy of Engineering (from 2007 to present)	PRC
Mr. WANG Xiaogang	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Independent non-executive director of PWM (from October 2013 to present), chief executive director of Beijing HuiTong Education Technology Co., Ltd. (from December 2014 to present), and the managing director of China Aerospace Industry Investment Fund Management (Beijing) Co., Ltd. (from February 2011 to August 2014)	PRC
Mr. CHEN Geng	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Independent non-executive director of PWM (from October 2013 to present), vice president of Peking University Resources (Holdings) Company Limited (from May 2013 to September 2019) and general manager of Peking University Science Park (from September 2008 to present)	PRC
Mr. HUA Wei	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Vice president of PWM (from March 2013 to present)	PRC
Mr. CHEN Yikun	Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China	Vice president of PWM (from January 2014 to present)	PRC

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Cross Mark Limited (“Cross Mark”) is a business company incorporated with limited liability under the laws of the British Virgins Islands with its registered office at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 and its telephone number is +852 3173 1019. The principal business of Cross Mark is investment holding. As of the date of this Schedule 13E-3, (i) PWM is owned as to approximately 36.65% by Cross Mark, which is its single largest shareholder and deemed as its controlling shareholder under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and (ii) Cross Mark is wholly-owned by Ms. Liu Yufeng (“Ms. Liu”).

The following table sets forth information regarding the directors of Cross Mark as of the date of this Schedule 13E-3. As of the date of this Schedule 13E-3, Cross Mark does not have any executive officer.

Name	Business Address	Principal Occupation	Citizenship
Ms. LIU Yufeng	15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Hong Kong	Director of Cross Mark (from January 2009 to present)	New Zealand
Ms. Pu Jue	15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Hong Kong	Director of Cross Mark (from September 2014 to present)	Saint Kitts and Nevis

During the past five years, none of PWM, Cross Mark, Ms. Liu or any of the directors and executive officers of PWM and Cross Mark has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

3.       The Directors and Executive Officers of the CITIC Filing Persons

2019B Cayman is an exempted company incorporated with limited liability under the laws of the Cayman Islands. CCCP IV is a limited partnership formed under the laws of the Cayman Islands. CCCP IV holds 100% of the equity interest in 2019B Cayman. The address of the principal business of CCCP IV and 2019B Cayman is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong, and their business telephone number is + 852-3710-6889. The principal business of 2019B Cayman is investment holdings. The principal business of CCCP IV is investment management for the benefit of its limited partners.

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The general partner of CCCP IV is CCP IV GP, a company organized under the laws of the Cayman Islands. The address of the principal business of CCP IV GP. is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong. The principal business of CCP IV GP is to serve as the sole general partner of CCCP IV. CCP IV GP is a wholly owned indirect subsidiary of CCPL. CCPL is a company organized under the laws of the Cayman Islands. The address of the principal business of CCPL is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong. The principal business of CCPL is investment holdings. CCHL owns 51% of the issued and outstanding ordinary shares of CCPL. CCHL is a company organized under the laws of Hong Kong. The address of the principal business of CCHL is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong. CCHL is an investment management and advisory company.

The following table sets forth information about the directors and executive officers of CCHL and CCPL and the directors of CCP IV GP and 2019B Cayman as of the date of this Schedule 13E-3. As of the date of this Schedule 13E-3, CCP IV GP and 2019B Cayman do not have any executive officers and CCCP IV does not have any directors and executive officers.

Name	Business Address	Principal Occupation	Citizenship
Zhang, Yichen	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Chairman (from January 2013 to present), chief executive officer (from August 2013 to present) and director (from May 2002 to present) of CITIC Capital Holdings Limited; and director of CITIC Capital Partners Limited (from January 2003 to present)	Hong Kong
Matsukawa, Rikizo	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Managing director of CITIC Capital Holdings Limited (from April 2008 to present); director of CCP IV GP Ltd. (from March 2018 to present); and director of 2019B Cayman Limited (from February 2019 to present)	Japan
Chew, Boon Lian	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Senior managing director of CITIC Capital Holdings Limited (from July 2003 to present); managing partner of CITIC Capital Partners Limited (from April 2017 to present); and director of CCP IV GP Ltd. (from March 2018 to October 2018)	Singapore
Fung Yee Man, Annie	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Chief operating officer and senior managing director of CITIC Capital Holdings Limited (from October 2012 to present)	Britain
Chan, Kai Kong	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Chief financial officer and senior managing director of CITIC Capital Holdings Limited (from January 2005 to present); director of CITIC Capital Partners Limited (from July 2005 to present); director of CCP IV GP Ltd. (from October 2018 to present); and director of 2019B Cayman Limited (from February 2019 to present)	Singapore
Zhang, Haitao	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Director of CITIC Capital Holdings Limited (from August 2004 to present); and vice chairman, president and head of asset management of CITIC Capital Holdings Limited (from April 2017 to present)	China
Al-Kuwari, Abdulla Ali MA	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Qatar Investment Authority 5th Floor, Q-Tel Tower, Diplomatic St, PO Box 23224, Doha, Qatar	Director of CITIC Capital Holdings Limited (from July 2018 to present); and principal of Qatar Investment Authority (from October 2010 to present)	Qatar
Chen, I-hsuan	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Fubon Life Insurance Co., Ltd. 9F, No. 108, Section 1, Dunhua South Road, Taipei, 10557, Taiwan, R.O.C.	Director of CITIC Capital Holdings Limited (from June 2015 to present); and senior assistant vice present of Fubon Life Insurance Co., Ltd. (from November 2014 to present)	Taiwan

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Mitchell, James Gordon	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Tencent Holdings Ltd. 29F, Three Pacific Place, Wanchai, Hong Kong	Director of CITIC Capital Holdings Limited (from November 2014 to present); and chief strategy officer and senior executive vice president of Tencent Holdings Ltd. (from August 2011 to present)	Britain
Lin, Yun-Ku	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Fubon Life Insurance Co., Ltd. 9F, No. 108, Section 1, Dunhua South Road, Taipei, 10557, Taiwan, R.O.C.	Director of CITIC Capital Holdings Limited (from March 2016 to present); senior vice president of Fubon Life Insurance Co., Ltd. (from September 2019 to present); and president of Fubon Financial Holdings Venture Capital Corp. (from July 2015 to August 2019)	Taiwan
Al-Sowaidi, Mohammed Saif SS	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Qatar Investment Authority 9 West 57th Street, 34th Floor, New York, NY 10019, USA	Director of CITIC Capital Holdings Limited (from July 2012 to present); and head (New York) of Qatar Investment Authority (from March 2010 to present)	Qatar
Cheung, Miu	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Senior managing director and managing partner of structured investment and finance of CITIC Capital Holdings Limited (from May 2000 to present)	Australia
Ching, Hiu Yuen	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Senior managing director and managing partner of real estate of CITIC Capital Holdings Limited (from May 2000 to present)	Hong Kong
Allegaert, Hans Omer	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Executive director of CITIC Capital Partners Ltd (from March 2014 to present); director of CCP IV GP Ltd. (from October 2018 to present); and director of 2019B Cayman Limited (from February 2019 to present)	Belgium
Xu, Zhichao	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong China Trust Protection Fund Co., Ltd. 20-23/F, Building 5, No. 1 Courtyard, Yuetan South Street, Xicheng District, Beijing	Vice chairman, head of special situations and president of CITIC Capital (Ningbo) Investment Management of CITIC Capital Holdings Limited (from June 2017 to present); and chairman of China Trust Protection Fund Co., Ltd. (from January 2015 to June 2017)	China
Xin, Yuesheng	28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong	Senior managing director of CITIC Capital Holdings Limited (from August 2002 to present); and management partner of CITIC Capital Partners Limited (from November 2004 to present)	China
Zhan, Weibiao	CITIC Capital Holdings Limited 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Tencent Investment 11/F, Tencent Building, Kejizhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen, People’s Republic of China	Director of CITIC Capital Holdings Limited (from November 2019 to present); and managing director of Tencent Investment (from May 2003 to present)	China

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During the past five years, none of CCCP IV, 2019B Cayman, CCP IV GP, CCPL and CCHL and, to the best of the knowledge of the CITIC Filing Persons, any of the persons listed in this “3. The Directors and Executive Officers of the CITIC Filing Persons” above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

4.       The Directors and Executive Officers of the Parfield Filing Persons

Each of Parfield and Amplewood is a British Virgin Islands company. Chan is the sole shareholder and sole director of each of Parfield and Amplewood. Chan is a Canadian citizen residing in Hong Kong. The principal business address and telephone number of Parfield, Amplewood and Chan is Unit No. 21E, 21st Floor, United Centre, 95 Queensway, Admiralty, Hong Kong and +852 2122 8902. The principal occupation of Chan is as a director of Huacomm Telecommunication Engineering (HK) Ltd. and he has been in such occupation since 1996.

During the past five years, none of Parfield, Amplewood and Chan has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

5.       The Directors and Executive Officers of the Hillhouse Filing Persons

HH China Bio Holdings is a Cayman Islands limited liability company that is owned by Gaoling Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Gaoling”), and YHG Investment, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“YHG”). HCA, an exempted company with limited liability incorporated under the laws of the Cayman Islands, acts as the sole management company of Gaoling and the sole general partner of YHG. HH China Bio Holdings was formed for the purpose of holding investments. The principal business of Gaoling and YHG is investment activities and the principal business of HCA is investment management. The registered office and telephone number for HH China Bio Holdings is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988. The registered office and telephone number for each of Gaoling and YHG is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands KY1 9008, +852 2179 1988. The business address and telephone number for HCA is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, +852 2179 1988.

Mr. Jun Shen (“Mr. Shen”) and Mr. Colm O’Connell (“Mr. O’Connell”) are the directors of HCA. Mr. Shen and Mr. O’Connell are directors and employees of HCA and have held these positions for the past five years. Richard Adam Hornung (“Mr. Hornung”) serves as General Counsel and Chief Compliance Officer of HCA and has held these positions for the past five years. The business address for Mr. Shen and Mr. Hornung is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. Mr. O’Connell’s business address is 50 Raffles Place, #34-02A, Singapore Land Tower, Singapore, 048623.

Gaoling and YHG are the managing members of HH China Bio Holdings. As of the date of this Schedule 13E-3, HH China Bio Holdings does not have any executive officers.

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HH Sum is an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly-owned by Hillhouse Fund IV, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“HH Fund IV”). HCM, an exempted company with limited liability incorporated under the laws of the Cayman Islands, acts as the sole management company of HH Fund IV. HH Sum was formed for the purpose of holding investments. The principal business of HH Fund IV is investment activities and the principal business of HCM is investment management. The registered office and telephone number for HH Sum is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988. The registered office and telephone number for HH Fund IV is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands KY1 9008, +852 2179 1988. The business address and telephone number for HCM is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, +852 2179 1988.

Mr. Shen and Mr. O’Connell are the directors of HCM. Mr. Hornung serves as General Counsel and Chief Compliance Officer of HCM.

Mr. O’Connell is the sole director of HH Sum.

During the last five years, none of HCA, HCM, Gaoling, YHG, HH Fund IV, HH China Bio Holdings, HH Sum or any of the persons listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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