SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

China Biologic Products Holdings, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G21515104

(CUSIP Number)

David Xiaoying Gao

c/o Peter X. Huang, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Tower 2, No. 1 Jian Guo Men Wai Avenue

Beijing 100004, People’s Republic of China

Telephone: +86-10-6535-5500

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 17, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS David Xiaoying Gao
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)       ¨ (b)       x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 417,143 Ordinary Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 417,143 Ordinary Shares
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 417,143 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(1)
	(See Instructions)	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%(2)
14	TYPE OF REPORTING PERSON (See Instructions) IN

⁽¹⁾ The Reporting Person may be deemed to be part of a “group” (as discussed in Item 5 of this Schedule 13D) with GL Trade Investment Limited, GL China Opportunities Fund L.P., GL Capital Management GP L.P., GL Capital Management GP Limited, GL Partners Capital Management Limited, and Mr. Zhenfu Li (collectively, “GL Capital”), which in aggregate beneficially own 1,860,048 shares of Ordinary Shares (as reported by GL Capital as of August 17, 2018 in the Schedule 13D filed on August 20, 2018). As discussed in Item 5 of this Schedule 13D, the Reporting Person expressly disclaims beneficial ownership of any Ordinary Shares owned by GL Capital.

⁽²⁾ Percentage calculated based on 33,243,634 Ordinary Shares outstanding as of June 30, 2018 (as reported by the Issuer in the Form 6-K filed on August 3, 2018).

2

Item 1. Security and Issuer.

This Schedule 13D relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing, People’s Republic of China. The Issuer’s Ordinary Share are listed on the NASDAQ Global Select Market under the symbol “CBPO.”

Item 2. Identity and Background.

(a)-(c), (f)       This Schedule 13D is being filed by Mr. David Xiaoying Gao, a citizen of the United States (the “Reporting Person”). The address for the Reporting Person is as follows: c/o Peter X. Huang, Esq., Skadden, Arps, Slate, Meagher & Flom LLP, 30/F, China World Tower 2, No. 1 Jian Guo Men Wai Avenue, Beijing 100004, People’s Republic of China. The Reporting Person served as the Chief Executive Officer, Chairman and Director of the Board of Directors of the Issuer from March and May 2012 to July 2018, and currently is self-employed to attend to his financial investments, including the investment in the Issuer.

(d)-(e)             During the last five years, the Reporting Person (1) has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (2) has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

It is anticipated that, at the price per Ordinary Share set forth in the Proposal (as described in Item 4 below), approximately US$ 3.7 billion will be expended in acquiring 30,966,443 outstanding Ordinary Shares owned by stockholders of the Issuer other than the members of the Consortium and their affiliates (as described in Item 4 below) (the “Publicly Held Shares”).

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity financing. The equity financing is expected to be provided in the form of rollover of existing equity interest in the Issuer by the Reporting Person and GL Capital, and cash contributions from the Consortium (as defined in the Item 4 below) and/or third party sponsors. Debt financing, if used, will be primarily provided by third party financial institutions. As discussed in Item 4 of this Schedule 13D, the Consortium has received from Goldman Sachs (Asia) L.L.C. (“Goldman Sachs”) a non-binding letter indicating that, subject to the assumptions, terms and conditions in the letter and such other matters as Goldman Sachs considers relevant, Goldman Sachs is, as of the date of the letter, highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of a senior secured debt financing could be accomplished by Goldman Sachs as part of the financing for the acquisition described therein.

The source of the funds used by the Reporting Person to acquire the Ordinary Shares was the grants of restricted stock awards from the Issuer.

3

Item 4. Purpose of Transaction.

On August 17, 2018, the Reporting Person, through Feng Tai Global Limited, a company beneficially owned by the Reporting Person, together with GL Capital and certain other consortium members (collectively, the “Consortium”), submitted a preliminary, non-binding letter (the “Proposal”) to the Board of Directors of the Issuer to acquire all of the Publicly Held Shares for US$ 118 in cash per Ordinary Share (the “Transaction”). The Consortium states that it intends to finance the Transaction with a combination of debt and equity. The Consortium has received from Goldman Sachs a non-binding letter indicating that, subject to the assumptions, terms and conditions in the letter and such other matters as Goldman Sachs considers relevant, Goldman Sachs is, as of the date of the letter, highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of a senior secured debt financing could be accomplished by Goldman Sachs as part of the financing for the acquisition described therein. The Consortium also expresses its willingness to welcome other shareholders and members of the management of the Issuer in joining its effort, subject to the Issuer’s agreement to redeem its rights plan. As provided in the Proposal, the Consortium will need to conduct due diligence on the Issuer, and will negotiate with the Issuer to agree on, and enter into, definitive agreements with respect to the Transaction.

The Proposal and the Transaction are subject to several conditions, including the negotiation and execution of definitive agreements mutually acceptable to the Issuer and the Consortium. Neither the Issuer nor the Consortium is obligated to complete the Transaction, and a binding commitment with respect to the Transaction will result only from the execution of definitive documents, and then will be on the terms and conditions provided therein. The Consortium reserves the right to withdraw the Proposal without further obligation of any kind at any time and for any reason or no reason. References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, which is attached hereto as an exhibit and incorporated herein by reference as if set forth in its entirety herein.

If the Transactions contemplated under the Proposal are completed, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the NASDAQ Global Market.

Item 5. Interest in Securities of the Issuer.

(a)–(b)        Set forth in the table below is the beneficial ownership of the Ordinary Shares of the Issuer for the Reporting Person:

Reporting Person	Amount beneficially  owned:	Percent of class:			Sole power to vote or direct vote:	Shared power to vote or direct vote:	Sole power to dispose or direct disposition of:	Shared power to dispose or direct disposition of:
David Xiaoying Gao	417,143 Ordinary Shares		1.3	%	417,143 Ordinary Shares	0 ordinary shares	417,143 Ordinary Shares	0 Ordinary Shares

4

The percentage of ownership set forth above is based on the total number of 33,243,634 Ordinary Shares outstanding as of June 30, 2018, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 3, 2018.

The Reporting Person reserves all his rights under his employment agreement, equity award agreements and applicable law to dispute the Issuer's purported cancellation of certain of his unvested restricted stock awards.

In addition, pursuant to Section 13(d)(3) of the Act, the Reporting Person and GL Trade Investment Limited, GL China Opportunities Fund L.P., GL Capital Management GP L.P., GL Capital Management GP Limited, GL Partners Capital Management Limited, and Mr. Zhenfu Li (collectively, “GL Capital”) may, on the basis of the facts described elsewhere herein, be considered to be a “group”. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the 1,860,048 Ordinary Shares beneficially owned by GL Capital for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Except as disclosed in this Schedule 13D, the Reporting Person does not beneficially own any Ordinary Shares or have the right to acquire any Ordinary Shares. Except as disclosed in this Schedule 13D, the Reporting Person presently does not have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which he may be deemed to beneficially own.

(c) The Reporting Person has not effected any transaction in the Ordinary Shares during the past 60 days.

(d) Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety. The Proposal provides, among other things, that the members of the Consortium intend to work exclusively within the framework of the Consortium in performing due diligence, arranging financing, structuring and negotiating the Transaction and, if applicable, entering into definitive agreements with respect to the Transaction.

To the best knowledge of the Reporting Person, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

5

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description
1	Proposal Letter to the Issuer dated August 17, 2018.

6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: August 20, 2018

David Xiaoying Gao

/s/ David Xiaoying Gao

EX-99.1

Exhibit 1

PROPOSAL LETTER

August 17, 2018

The Board of Directors

China Biologic Products Holdings, Inc.

18th Floor, Jialong International Building

19 Chaoyang Park Road

Chaoyang District, Beijing 100125

People’s Republic of China

Dear Members of the Board of Directors:

Feng Tai Global Limited, a company beneficially owned by Mr. David (Xiaoying) Gao (“Mr. Gao”), GL Sandrose Investment L.P., a limited partnership controlled and managed by GL Capital Group (“GL Capital”), World Investments Limited, a company controlled and managed by Bank of China Group Investment Limited (“BOCGI”), and CDH Utopia Limited, a company controlled and managed by CDH Investments (“CDH”, together with Mr. Gao, GL Capital and BOCGI, the “Consortium”, “we” or “us”), are pleased to submit this preliminary non-binding proposal (“Proposal”) to acquire all the outstanding ordinary shares of China Biologic Products Holdings, Inc. (the “Company”) that are not already held by the members of the Consortium (the “Acquisition”).

We believe that our Proposal provides a very attractive opportunity for the Company’s shareholders to realize substantial and immediate returns while ensuring long term growth and continued investment in the Company’s business. Subject to the Company’s agreement to redeem its rights plan, we would also welcome any shareholders who are interested in joining our effort. Key terms of our Proposal include:

1.       Consortium. Members of the Consortium intend to form an acquisition company for the purpose of implementing the Acquisition, and have agreed to work exclusively within the framework of the Consortium in pursuing the Acquisition.

2.       Purchase Price. The consideration payable for each ordinary share of the Company is proposed to be $118 per ordinary share in cash (in each case other than those ordinary shares held by the members of the Consortium). Our proposal represents a premium of approximately 30% to the Company’s closing price on August 16, 2018, and a premium of approximately 40% to the closing price as of June 8, 2018, the last trading day before the publication of the offer submitted to the Board of the Company by CITIC Capital Holdings Limited.

3.       Funding. We intend to finance the Acquisition with a combination of debt and equity capital. We have engaged Goldman Sachs (Asia) LLC (“Goldman Sachs”) to act as our financial advisor and to arrange the senior secured debt financing. We have received from Goldman Sachs a highly confident letter dated the date hereof indicating that Goldman Sachs is highly confident of its ability to fully underwrite a senior secured credit facility for the Acquisition as sole lead arranger, sole bookrunner and sole syndication agent. Equity financing would be provided from and arranged by the members of the Consortium.

4.       Process; Due Diligence. We believe that the Acquisition will provide superior value to the Company’s shareholders. We trust that the Company’s Board of Directors will evaluate the Acquisition fairly and independently before it can make its determination to endorse it. We have engaged Skadden, Arps, Slate, Meagher & Flom LLP as our U.S. legal counsel and Conyers, Dill & Pearman as our Cayman Islands legal counsel. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements. We believe that with the right cooperation from the Company and its Board, we would be able to enter into Definitive Agreements within four (4) weeks from the start of the discussions.

5.       Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions while conducting our due diligence process. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

6.       Confidentiality. Although we would have preferred to keep our Proposal strictly private, certain members of the Consortium will have to file with the SEC a Schedule 13D within ten (10) calendar days of the date hereof. That filing will, as required by law, need to disclose this letter and the formation of the Consortium as a buyer group. Assuming we are working together in good faith towards the Definitive Agreements, we would be pleased to coordinate a joint press release to be issued at or prior to the time of the Consortium’s SEC filing.

7.       Business and Operations of the Company. The members of the Consortium remain committed to continuing and building on the track record of the Company as the leading plasma player in China. Through future investments in research and development and in the infrastructure, we plan not only to deliver significant returns to investors, but importantly contribute to the improved care for patients in China.

8.       Management. It is our belief that in order to deliver on our commitments of growth, we will need and seek continued support from the Company’s current management team. To that end, we would like the management team to remain meaningful shareholders in the business and we would plan, at the appropriate time, to engage in relevant discussions with them.

9.       About Mr. Gao. Mr. Gao served as the Chairman and CEO of the Company from March and May 2012 to July 2018. During Mr. Gao’s tenure at the Company, the market capitalization of the Company grew from around $250 million to more than $3 billion, with diluted EPS growing from $0.37 in 2011 before he took the office to $2.38 in 2017, representing a CAGR of 36%. Before joining the Company, Mr. Gao served in various senior executive positions in private and public companies in pharmaceutical and other industries, including the CEO of BMP Sunstone Corporation (NASDAQ: BJGP), the Chairman of the Board of Directors at BMP China, the President and CEO of Abacus Investments Ltd., a private wealth management company, and various executive positions at Motorola, Inc.

10.       About GL Capital. GL Capital is a Greater China healthcare-focused, value-driven investment management group. Since inception in 2010, GL Capital has developed a reputation as the partner-of choice for leading healthcare companies and demonstrated capability to add value to its portfolio companies.

11.       About BOCGI. BOCGI is the principal direct investment platform of Bank of China. Established in 1984, BOCGI has made extensive investment in various sectors benefiting from China’s economic growth.

12.       About CDH. Established in 2002, CDH is a leading China-focused alternative asset manager with approximately US$19 billion of assets under management. Since inception, CDH has invested in more than 200 companies and has helped more than 60 companies successfully list on international and China's domestic stock exchanges.

13.       No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation. Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason. Any actions taken by any person in reliance on this Proposal shall be at that person’s own risk and cost.

2

14.       Next Steps. We are ready to move rapidly to complete the proposed Acquisition and are available to answer any questions regarding our Proposal. We would like to receive a response to our Proposal from the Company’s Board by August 27, 2018.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. We look forward to hearing from you.

Sincerely,

Feng Tai Global Limited

/s/ David (Xiaoying) Gao

Director

GL Sandrose Investment L.P.

/s/ Shirley Lin

Authorized Representative

World Investments Limited

/s/ Han Li

Authorized Representative

CDH Utopia Limited

/s/Shuge Jiao

CEO

3