SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

China Biologic Products Holdings, Inc.

(Name of Issuer)

Ordinary Shares, Par Value $0.0001

(Title of Class of Securities)

G21515104

(CUSIP Number)

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

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

January 23, 2020

(Date of Event which Requires Filing of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

SCHEDULE 13D

CUSIP No. G21515104
1.	Names of Reporting Persons. PW Medtech Group Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 6,321,000 ordinary shares(1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 6,321,000 ordinary shares(1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,321,000 ordinary shares(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 16.44%(2)
14.	Type of Reporting Person (See Instructions) CO

(1) 1,000,000 Ordinary Shares will be sold to Beachhead Holdings Limited pursuant to a share purchase agreement dated September 18, 2019. Please refer to Item 4 for a brief description of such share purchase agreement.

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

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CUSIP No. G21515104
1.	Names of Reporting Persons. Cross Mark Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,316,647 ordinary shares
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,316,647 ordinary shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,316,647 ordinary shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 6.03%(1)
14.	Type of Reporting Person (See Instructions) CO

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

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CUSIP No. G21515104
1.	Names of Reporting Persons. Liu Yufeng
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization New Zealand
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,316,647 ordinary shares
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,316,647 ordinary shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,316,647 ordinary shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 6.03%(1)
14.	Type of Reporting Person (See Instructions) IN

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

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Introduction

This Amendment No.4 to Schedule 13D (this “Amendment No.4”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 10, 2018, as amended and supplemented by the Amendment No. 1 filed under Schedule 13D/A on August 27, 2018, the Amendment No. 2 filed under Schedule 13D/A on September 24, 2018 and the Amendment No. 3 filed under Schedule 13D/A on September 19, 2019 (the “Original Schedule 13D”), by each of PW Medtech Group Limited (“PWM”), Cross Mark Limited (“Cross Mark”), and Ms. Liu Yufeng (the “Reporting Persons”) and relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”).

Except as provided herein, this Amendment No.4 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.4 have the means ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:

On January 23, 2020, PWM, the other existing Initial Consortium Members, Double Double and Point Forward Holdings Limited (“Point Forward”) entered into the Amendment No. 1 To Consortium Agreement (the “Amendment No. 1 To Consortium Agreement”) to reflect, among others, certain changes in the Rollover Securities held by the members of the Buyer Consortium and their respective affiliates as a result of certain share transfer transactions among certain shareholders of the Issuer other than PWM.

In connection with the entry into the Amendment No. 1 To Consortium Agreement, the Board granted PWM and other relevant parties waivers, which provided that, among others, PWM and other relevant parties are permitted to enter into the Amendment No. 1 To Consortium Agreement.

References to the Amendment No. 1 To Consortium Agreement in this Amendment No. 4 are qualified in their entirety by reference to the Amendment No. 1 To Consortium Agreement, a copy of which are attached hereto as Exhibit 10 incorporated herein by reference in its entirety.

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

Item 6 of the Original Schedule 13D is hereby amended and supplemented by inserting the following paragraph before the last paragraph thereof:

The descriptions of the principal terms of the Amendment No. 1 To Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit 10* Amendment No. 1 To Consortium Agreement dated January 23, 2020 by and among PWM, the other Initial Consortium Members, Double Double and Point Forward.

*Filed herewith

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SIGNATURES

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

Date: January 24, 2020

PW MEDTECH GROUP LIMITED
By:	/s/ Yue’e Zhang
	Name:	Yue’e Zhang
	Title:	Executive Director and Chief Executive Officer
CROSS MARK LIMITED
By	/s/ Liu Yufeng
	Name:	Liu Yufeng
	Title:	Director
LIU YUFENG
By	/s/ Liu Yufeng

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EX-10

Exhibit 10

AMENDMENT NO. 1 TO CONSORTIUM AGREEMENT

This AMENDMENT NO. 1 TO CONSORTIUM AGREEMENT, dated as of January 23, 2020 (this “Amendment”), is entered by and among Beachhead Holdings Limited (“Beachhead”), Double Double Holdings Limited (“Double Double”), Point Forward Holdings Limited (“Point Forward,” and together with Beachhead and Double Double, collectively, “Centurium”), PW Medtech Group Limited (普华和顺集团公司) (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“Hillhouse”) and V-Sciences Investments Pte Ltd (“Temasek,” and together with Centurium, PWM, CITIC, Parfield and Hillhouse, collectively the “Parties” and each a “Party”).

WHEREAS, on September 18, 2019, Beachhead, PWM, CITIC, Parfield, Hillhouse and Temasek entered into a consortium agreement (the “Original Consortium Agreement” and, as amended by this Amendment and as may be further amended, restated or otherwise modified from time to time, the “Consortium Agreement”) in connection with an acquisition transaction with respect to China Biologic Products Holdings, Inc. (the “Company”), an exempted company organized and existing under the Laws of the Cayman Islands;

WHEREAS, on November 15, 2019, persons listed on Exhibit A to this Amendment (collectively, “Capital”) entered into a share purchase agreement (the “Capital SPA”) with Beachhead and Double Double, pursuant to which Capital agrees to sell to Beachhead and Double Double, and Beachhead and Double Double agree to purchase from Capital, an aggregate number of 4,199,680 Ordinary Shares (the “Capital Shares”);

WHEREAS, on December 9, 2019, the purchase and sale of the Capital Shares were consummated pursuant to the terms of the Capital SPA;

WHEREAS, on the date hereof, Double Double entered into a share purchase agreement (each, a “Centurium SPA”) with each of 2019B Cayman Limited, an Affiliate of CITIC, Hillhouse and Temasek (each, an “Other Purchaser”), respectively, pursuant to which Double Double agrees to sell to the Other Purchasers, and the Other Purchasers agree to purchase from Double Double, an aggregate number of 727,409 Ordinary Shares, and by executing and delivering this Amendment, each Party acknowledges its consent to the purchase and sale contemplated under each Centurium SPA;

WHEREAS, Beachhead has transferred 901,265 Ordinary Shares to Point Forward Holdings Limited (“Point Forward”), an Affiliate of Beachhead; and

WHEREAS, Section 10.4 of the Original Consortium Agreement provides that neither the Original Consortium Agreement nor any term thereof may be amended or otherwise modified other than by an instrument in writing signed by each of the applicable Parties.

NOW, THEREFORE, the Parties agree to amend the Original Consortium Agreement as follows:

1. Definitions

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Consortium Agreement.

2. Amendments to the Original Consortium Agreement

2.1           An updated Part II of Schedule B to the Consortium Agreement is attached as Annex A hereto reflecting (i) in subpart (A) thereof the Equity Contributions (including Rollover Securities) and Contemplated Ownership Percentages of the Parties immediately prior to the consummation of the transactions contemplated by the Centurium SPAs and (ii) in subpart (B) thereof the Equity Contributions (including Rollover Securities) and Contemplated Ownership Percentages of the Parties immediately after the consummation of the transactions contemplated by the Centurium SPAs.

2.2           Without prejudice to the other provisions of the Consortium Agreement, Centurium, as a representative authorized by the Initial Consortium Members, may, without further action by any other Party, update Schedule B to the Consortium Agreement from time to time to reflect (i) any Transfer of Covered Securities between any existing or future members of the Buyer Consortium or their respective Affiliates permitted under the Consortium Agreement or (ii) any Transfer or acquisition of Covered Securities permitted under the Consortium Agreement (including Section 4.4(a) thereof); provided that (x) the amount of the Equity Contribution (including the number of Rollover Securities) of any Party shall not be changed without the prior consent of such Party; and (y) Centurium, as a representative authorized by the Initial Consortium Members, shall distribute a copy of the updated Schedule B to each Party promptly following each such update. All the references to “Centurium” under the Consortium Agreement shall include Beachhead, Double Double, Point Forward and any of their respective Affiliates who becomes a party to the Consortium Agreement.

2.3           Notwithstanding anything in the Consortium Agreement to the contrary, in the event that the sale and purchase of Ordinary Shares contemplated by any Centurium SPA fails to be consummated for any reason, other than as a result of any breach by the relevant Other Purchaser that is a party to such Centurium SPA, at the request of such Other Purchaser, Centurium and such Other Purchaser shall cooperate in good faith to take such reasonable actions such that the Equity Contribution of such Other Purchaser (including, to the extent applicable, its Rollover Securities) reflects its Contemplated Ownership Percentage as set forth opposite its name in the column titled “Contemplated Ownership Percentage” in subpart (B) of Part II of Schedule B attached hereto as Annex A.

2.4           The definition of “Permitted Transfer” set forth in Section 11.1(ccc) of the Original Consortium Agreement is hereby deleted in its entirety and replaced with the following:

““Permitted Transfer” means a Transfer of Covered Securities by a Party to (i) an Affiliate of such Party which is Controlled by such Party, (ii) a member of such Party’s immediate family or a trust for the benefit of such Party’s or any member of such Party’s immediate family, (iii) any heir, legatees, beneficiaries and/or devisees of such Party, (iv) if such Party is Centurium, CITIC, Hillhouse or Temasek, to any Affiliate of such Party, any of the investment funds managed or advised by such Party or any of its Affiliates, or any of the investment vehicles of such Party, such Affiliate or such fund or (v) another Party or any Affiliate of another Party; provided that, in each case, such transferee agrees to execute, prior to or concurrently with such Transfer, a Deed of Adherence in the form attached hereto as Schedule C, except in the event such transferee is already a Party.”

3. Miscellaneous

3.1 No Further Amendment.

The Parties agree that all other provisions of the Original Consortium Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Consortium Agreement.

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3.2 References.

All references to the Consortium Agreement (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Original Consortium Agreement shall refer to the Consortium Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Consortium Agreement and references in the Consortium Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to September 18, 2019.

3.3 Other Miscellaneous Terms.

The provisions of Article VIII (Notices) and Section 10.8 (Governing Law and Venue) of the Original Consortium Agreement shall apply mutatis mutandis to this Amendment.

[SIGNATURE PAGE FOLLOWS]

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

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

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

PW Medtech Group Limited (普华和顺集团公司)
By:	/s/ Yue’e Zhang
Name:	Yue ’e Zhang
Title:	Director
Notice details:
PW Medtech Group Limited
Building 1, No. 23 Panlong West Road
Pinggu District, Beijing
PRC 101204
Attention: George Chen
With a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati
Suite 1509, 15/F, Jardine House
1 Connaught Place, Central
Hong Kong
Attention: Weiheng Chen

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

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

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

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

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

HH Sum-XXII Holdings Limited
By:	/s/ Colm O’Connell
Name:	Colm O’Connell
Title:	Authorized Signatory
Notice details:
Attention: Wei CAO
Address: Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong
Email: wcao@hillhousecap.com
With a copy to Adam Hornung
Email: Legal@hillhousecap.com
with a copy to (which shall not constitute notice):
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central, Hong Kong
Attention: Tim Gardner; Chris Welty

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

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

Notice details:
Address:	60B Orchard Road
	#06-18 Tower 2
	The Atrium@Orchard
	Singapore 238891
Attention:	Fidah Alsagoff
	fidah@temasek.com.sg
	+65 6828 2595

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

45th Floor, Fortune Financial Center

5 bong San Huan Zhong Lu

Chaoyang District, Beijing, China

Attention: Denise Shiu

Email: DShiu@cgsh.com

Tel: + 86 10 5920 1080

Exhibit A

List of Capital Entities

Annex A

Part II - Contributions to Holdco and Contemplated Ownership Percentages