UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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
Level 54, Hopewell Centre
183 Queen’s Road East
Hong Kong
+86 10 8478 3617
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 16, 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) x (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 5,321,000 ordinary shares | |||||||||||||||
9. |
Sole Dispositive Power 0 | |||||||||||||||
10. |
Shared Dispositive Power 5,321,000 ordinary shares | |||||||||||||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,321,000 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) 13.8%(1) | |||||||||||||||
14. |
Type of Reporting Person (See Instructions) CO | |||||||||||||||
(1) | Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as provided in the Issuer’s Form 6-K filed on August 17, 2020. | |||||||||||||||
2 |
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) x (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 1,950,147 ordinary shares | |||||||||||||||
9. |
Sole Dispositive Power 0 | |||||||||||||||
10. |
Shared Dispositive Power 1,950,147 ordinary shares | |||||||||||||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,147 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) 5.1%(1) | |||||||||||||||
14. |
Type of Reporting Person (See Instructions) CO | |||||||||||||||
(1) | Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as provided in the Issuer’s Form 6-K filed on August 17, 2020. | |||||||||||||||
3 |
CUSIP No. G21515104 | ||||||||||||||||
1. |
Names of Reporting Persons. Liu Yufeng | |||||||||||||||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (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 1,950,147 ordinary shares | |||||||||||||||
9. |
Sole Dispositive Power 0 | |||||||||||||||
10. |
Shared Dispositive Power 1,950,147 ordinary shares | |||||||||||||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,147 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) 5.1%(1) | |||||||||||||||
14. |
Type of Reporting Person (See Instructions) IN | |||||||||||||||
(1) | Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as provided in the Issuer’s Form 6-K filed on August 17, 2020. | |||||||||||||||
4 |
Introduction
This Amendment No. 8 to Schedule 13D (this “Amendment No.8”) 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, the Amendment No. 3 filed under Schedule 13D/A on September 19, 2019, the Amendment No. 4 filed under Schedule 13D/A on January 24, 2020, the Amendment No. 5 filed under Schedule 13D/A on March 20, 2020, the Amendment No. 6 filed under Schedule 13D/A on May 5, 2020 and the Amendment No. 7 filed under Schedule 13D/A on May 11, 2020 (the “Original Schedule 13D”), by each of PW Medtech Group Limited (“PWM”), Cross Mark Limited (“Cross Mark”), and Ms. Liu Yufeng (together with PWM and Cross Mark, the “Reporting Persons”) relating 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.8 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.8 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 September 16, 2020, Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Issuer, executed a deed of adherence to the Consortium Agreement (the “Chairman Adherence Deed”), pursuant to which Mr. Chow joined the Buyer Consortium.
On September 16, 2020, the Buyer Consortium (which, for the avoidance of doubt, includes Mr. Chow) entered into an exclusivity extension letter (the “Exclusivity Extension Letter”), pursuant to which the parties agreed to extend the Exclusivity Period as defined in section 4.1 of the Consortium Agreement to December 17, 2020.
In connection with the entry into the Chairman Adherence Deed and the Exclusivity Extension Letter, the Board has granted to members of the Buyer Consortium and other applicable parties a waiver from complying with certain restrictions as agreed under (i) that certain investor rights agreement entered into by and between the Issuer and PWM, and (ii) those certain confidentiality agreements, dated as of October 20, 2019, entered into by and between the Issuer and each of PWM, Beachhead, Parfield, CITIC Capital, Hillhouse and Temasek, respectively. The Board has also determined that such members of the Buyer Consortium and their respective affiliates will not be deemed to be an “Acquiring Person” under the Issuer’s currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be otherwise triggered for the entry into, or the performance of any obligations under, the Consortium Agreement, the Chairman Adherence Deed and the Exclusivity Extension Letter.
References to the Chairman Adherence Deed and the Exclusivity Extension Letter in this Amendment No. 8 are qualified in their entirety by reference to the Chairman Adherence Deed and the Exclusivity Extension Letter, copies of which are attached hereto as Exhibits 13 and 14 incorporated herein by reference in their entirety.
5 |
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 Chairman Adherence Deed and the Exclusivity Extension Letter 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 13* | Chairman Adherence Deed, dated as of September 16, 2020, by Mr. Chow. | |
Exhibit 14* | Exclusivity Extension Letter, dated September 16, 2020 by and among the Buyer Consortium. |
*Filed herewith
6 |
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: September 17, 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 |
7 |
Exhibit 13
PRIVILEGED and CONFIDENTIAL
Execution Version
Deed of Adherence
This Deed of Adherence (this “Deed”) is entered into on September 16, 2020
BY: Mr. Joseph Chow (“Mr. Chow”), a citizen of the United States of America
RECITALS:
(A) On September 18, 2019, that certain consortium agreement (as amended by amendment no. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020, the “Consortium Agreement”) was entered into by and among the parties listed on Annex A to this Deed (as supplemented by the Amendment No. 1, the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).
(B) Mr. Chow will be admitted to the Buyer Consortium (as defined in the Consortium Agreement) as “Additional Party” and will be designated as “Initial Consortium Member” pursuant to Section 1.4 of the Consortium Agreement.
(C) Mr. Chow now wishes to participate in the Transaction contemplated under the Consortium Agreement as a member of the Buyer Consortium by executing this Deed, and to be bound by the terms of the Consortium Agreement as an Initial Consortium Member thereto.
THIS DEED WITNESSES as follows:
1. | Defined Terms And Construction |
(a) | Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement. |
(b) | This Deed shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement. |
2. | Undertakings |
(a) | Assumption of obligations |
Mr. Chow undertakes to each other Party to the Consortium Agreement that he will, with effect from the date hereof, perform and comply with each of the obligations of an Initial Consortium Member as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof and the Existing Parties agree that where there is a reference to a “Initial Consortium Member” it shall be deemed to include a reference to Mr. Chow and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to Mr. Chow as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof. The number of Rollover Securities of Mr. Chow and/or the amount of Cash Contribution proposed to be made by Mr. Chow and the Contemplated Ownership Percentage of Mr. Chow are set forth in Schedule A hereto.
3. | Representations And Warranties |
(a) | Mr. Chow represents and warrants to each of the other Parties as follows: |
(1) | Due Authorization |
He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.
(2) | Legal, Valid and Binding Obligation |
This Deed has been duly executed and delivered by Mr. Chow and constitutes the legal, valid and binding obligation of Mr. Chow, enforceable against him in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).
(3) | Ownership |
As of the date of this Deed, (i) Mr. Chow is the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Deed, subject to the last sentence of this Section 3(a)(3), Mr. Chow’s Company Securities listed in Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated on Schedule B hereto, Mr. Chow is and will be the sole record holder and Beneficial Owner of the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities. Mr. Chow has not taken any action described in Section 4.7 of the Consortium Agreement.
(4) | Reliance |
Mr. Chow acknowledges that the Existing Parties have consented to the admission of him to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Sections 3(a)(1) to 3(a)(3) above, and the Existing Parties’ consent was induced by such representations and warranties.
4. | Miscellaneous |
Article VIII (Notices), Section 7.2 (Confidentiality) and Section 10.8 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis to this Deed.
[Signature page follows.]
IN WITNESS WHEREOF, Mr. Chow has executed this Deed as a deed and delivered this Deed as of the day and year first above written.
EXECUTED AS A DEED BY | ) |
JOSEPH CHOW | ) | |
) | ||
) | ||
) | ||
/s/ Joseph Chow | ) |
in the presence of
Signature: /s/ Yuan Liu__________________
Name: Yuan Liu
Occupation: Secretary of CBPO CEO
Address: 18F, Jialong International Tower, No. 19 Chaoyang Park Road,
Chaoyang District, Beijing, 100125, China
Notice details:
Address: 18F, Jialong International Tower, No. 19 Chaoyang Park Road,
Chaoyang District, Beijing, 100125, China
Attention: Joseph Chow
Annex A
Existing Parties
Beachhead Holdings Limited
Double Double Holdings Limited
Point Forward Holdings Limited
PW Medtech Group Limited (普华和顺集团公司)
Parfield International Ltd.
CITIC Capital China Partners IV, L.P.
HH Sum-XXII Holdings Limited
V-Sciences Investments Pte. Ltd
Schedule A
Contributions to Holdco and Contemplated Ownership Percentage
Schedule B
Beneficial Ownership of Company Securities
Exhibit 14
STRICTLY CONFIDENTIAL
Execution Version
To: Parties listed on the signature pages hereto
September 16, 2020
Re: Exclusivity Period
References are made in this letter (this “Letter”) to (i) the preliminary non-binding proposal, dated as of September 18, 2019, to acquire for cash all of the ordinary shares of China Biologic Products Holdings, Inc. (the “Company”) not currently owned by a consortium (the “Buyer Consortium”) consisting of, among others, Beachhead Holdings Limited (“Beachhead”), PW Medtech Group Limited (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC Capital”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“HH Sum”) and V-Sciences Investments Pte Ltd (“V-Sciences”) (the transactions contemplated by such proposal, the “Proposed Transaction”); (ii) that certain consortium agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CITIC Capital, Parfield, HH Sum and V-Sciences (as amended by amendment no. 1 thereto dated as of January 23, 2020 and as further amended, restated or modified from time to time, the “Consortium Agreement”); and (iii) that certain deed of adherence to the Consortium Agreement, dated on or about the date hereof, by Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Company, pursuant to which Mr. Chow will join the Buyer Consortium. Capitalized terms used but not defined in this Letter have the meanings given to them in the Consortium Agreement.
In consideration of the on-going discussions among, and efforts by, the members of the Buyer Consortium in connection with the Proposed Transaction, each party to this Letter hereby agrees that:
(A) | with respect to such party, the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement shall be extended to December 17, 2020; |
(B) | the provisions under Article IV (other than Section 4.9 and Section 4.10) of the Consortium Agreement are hereby incorporated by reference in their entirety into this Letter and shall apply to the parties to this Letter, in each case mutatis mutandis; provided that (i) references to the “Exclusivity Period” under such provisions shall have the meaning described under clause (A) above, (ii) references to the “Parties” under such provisions shall refer to the parties to this Letter and (iii) references to “this Agreement” under such provisions shall refer to the Consortium Agreement as modified by this Letter; and |
(C) | for the avoidance of doubt, except as expressly stated herein with respect to the parties hereto, the provisions of the Consortium Agreement are and shall remain in full force and effect pursuant to the terms thereof. |
The provisions of Article VII (Announcements and Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) of the Consortium Agreement shall apply mutatis mutandis to this Letter.
[Signature Page to Follow]
Sincerely, | ||
Beachhead Holdings Limited | ||
By: | /s/ Hui Li | |
Name: | Hui Li | |
Title: | Director | |
Double Double Holdings Limited | ||
By: | /s/ Hui Li | |
Name: | Hui Li | |
Title: | Director | |
Point Forward Holdings Limited | ||
By: | /s/ Hui Li | |
Name: | Hui Li | |
Title: | Director | |
Notice details: | ||
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong | ||
Attention: Andrew Chan | ||
with a copy to (which shall not constitute notice): | ||
Kirkland & Ellis | ||
26th Floor, Gloucester Tower, The Landmark | ||
15 Queen’s Road Central, Hong Kong | ||
Attention: Gary Li; Xiaoxi Lin |
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
Joseph Chow
/s/ Joseph Chow
Notice details:
Address: | 18F, Jialong International Tower, No. 19 Chaoyang Park Road, |
Chaoyang District, Beijing, 100125, China | |
Attention: | Joseph Chow |
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
PW Medtech Group Limited (普华和顺集团公司)
By: /s/ Yue’e Zhang
Name: Yue’e Zhang
Title: Director
Notice details:
PW Medtech Group Limited
Building 1, No. 23 Panlong West Road
Pinggu District, Beijing
PRC 101204
Attention: George Chen
With a copy to (which shall not constitute notice):
Wilson Sonsini Goodrich & Rosati
Suite 1509, 15/F, Jardine House
1 Connaught Place, Central
Hong Kong
Attention: Weiheng Chen
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
CITIC Capital China Partners IV, L.P.,
represented by its general partner CCP IV GP Ltd.
By: /s/ Rikizo Matsukawa
Name: Rikizo Matsukawa
Title: Director
Notice details:
c/o CITIC Capital Partners Management Limited
28/F, CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
Attention: Vicki Hui/Karen Chiu
with a copy to (which shall not constitute notice):
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
Attention: Frank Sun
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
Parfield International Ltd.
By: /s/ Marc Chan
Name: Marc Chan
Title: Director
Notice details:
Unit No. 21E, 21st Floor, United Centre
95 Queensway, Admiralty Hong Kong
Attention: Marc Chan
Facsimile: (852)2571-8400
with a copy to (which shall not constitute notice):
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
United States of America
Attention: Christopher H. Cunningham
Facsimile: (206)370-6040
and
K&L Gates
44/F., Edinburgh Tower
The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Michael Chan
Facsimile: (852)25119515
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
HH SUM-XXII Holdings Limited
By: /s/ Colm O’Connell
Name: Colm O’Connell
Title: Authorized Signatory
Notice details:
Attention: Wei CAO
Address: Suite 2202, 22nd Floor, Two International Finance Centre
8 Finance Street, Central, Hong Kong
Email: wcao@hillhousecap.com
With a copy to Adam Hornung
Email: Legal@hillhousecap.com
with a copy to (which shall not constitute notice):
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central, Hong Kong
Attention: Tim Gardner; Chris Welty
[Signature Page to Exclusivity Extension Letter]
Acknowledged and agreed by:
V-Sciences Investments Pte Ltd
By: /s/ Khoo Shih
Name: Khoo Shih
Title: Authorised Signatory
Notice details:
Address: | 60B Orchard Road |
#06-18 Tower 2 | |
The Atrium@Orchard | |
Singapore 238891 | |
Attention: | Khoo Shih |
khooshih@temasek.com.sg | |
+65 6828 6943 |
with a copy to:
Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center
5 bong San Huan Zhong Lu
Chaoyang District, Beijing, China
Attention: Denise Shiu
Email: DShiu@cgsh.com
Tel: + 86 10 5920 1080
[Signature Page to Exclusivity Extension Letter]