Amended Statement of Ownership: Private Transaction (sc 13e3/a)
April 21 2021 - 8:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 9)
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)
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China Biologic Products Holdings, Inc.
CBPO Holdings Limited
CBPO Group Limited
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.
2019B Cayman Limited
CITIC Capital China Partners IV, L.P.
CC China (2019B) L.P.
Parfield International Ltd.
Amplewood Resources Ltd.
Marc Chan
HH Biologics Holdings Limited
HH China Bio Holdings LLC
Biomedical Treasure Limited
Biomedical Future Limited
Biomedical Development Limited
TB MGMT Holding Company Limited
TB Executives Unity Holding Limited
TB Innovation Holding Limited
Joseph Chow
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(Names of Persons Filing Statement)
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
G21515104
(CUSIP Number)
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China Biologic Products Holdings, Inc.
18th Floor, Jialong International Building,
19 Chaoyang Park Road,
Chaoyang District, Beijing, 100125
People’s Republic of China
Tel: 86-10-6598-3111
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CBPO Holdings Limited
CBPO Group Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
c/o Suite 1008, Two Pacific Place
88 Queensway, Admiralty
Hong Kong
Tel: +852 3643 0755
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Andrew Chan
Centurium Capital Management Ltd.
Suite 1008, Two Pacific Place
88 Queensway, Admiralty
Hong Kong
+852 3643 0755
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Eric Chan
CITIC Capital Holdings Limited
28/F, CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
+852 3710 6889
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Parfield International Ltd.
Unit No. 21E, 21st Floor, United Centre
95 Queensway, Admiralty
Hong Kong
+852 2122 8902
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Richard A. Hornung
Hillhouse Capital Advisors, Ltd.
20 Genesis Close
George Town, Grand Cayman
KY1-1103 Cayman Islands
+ 345 749 8643
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Joseph Chow
18th Floor, Jialong International Building, 19
Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China
+86 (10) 6598-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
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Howard Zhang, Esq.
Davis Polk & Wardwell LLP
2201, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Telephone: (+86) 10 8567 5000
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Sarkis Jebejian, Esq.
Joshua N. Korff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
+1 212 446 4800
Gary Li, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower, The
Landmark
15 Queen’s Road Central, Hong Kong
+852 3761 3300
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Frank Sun, Esq.
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
+852 2912 2512
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Christopher H. Cunningham, Esq.
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Phone: +1 (206) 370 7639
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Tim Gardner, Esq.
William Welty, Esq.
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
+852 3476 9000
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Yang Cha, Esq.
18th Floor, Jialong International
Building, 19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China
+86 (10) 6598
3035
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This statement is filed in connection with (check the appropriate box):
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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¨
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A tender offer
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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: x
Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing Fee**
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US$2,575,765,860
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US$286,377.12
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* Calculated solely for the purpose of determining
the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The Transaction Valuation is
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$120.00 per Ordinary Share, (ii) the purchase by Beachhead from Parfield International Ltd. (“Parfield”) and/or
Amplewood Resources Ltd. of 700,000 Ordinary Shares at US$120.00 per Ordinary Shares, (iii) the purchase by 2019B Cayman Limited (“2019B
Cayman”) from Double Double Holdings Limited (“Double Double”) of 266,533 Ordinary Shares at US$120.00 per Ordinary
Share, (iv) the purchase by HH Biologics Holdings Limited from Double Double of 210,876 Ordinary Shares at US$120.00 per Ordinary Share,
(v) the purchase by V-Sciences Investments Pte Ltd from Double Double of 250,000 Ordinary Shares at US$120.00 per Ordinary Share, (vi)
the purchase by Biomedical Treasure Limited from PWM of 3,750,000 Ordinary Shares at US$120.00 per Ordinary Share, (vii) the purchase
by Biomedical Future Limited from PWM of 660,833 Ordinary Shares at US$120.00 per Ordinary Share, (viii) the purchase by 2019B Cayman
from PWM of 910,167 Ordinary Shares at US$120.00 per Ordinary Share, (ix) the purchase by Biomedical Development Limited from Double Double
of 775,000 Ordinary Shares at US$120.00 per Ordinary Share, (x) the purchase by 2019B Cayman from Parfield of 300,000 Ordinary Shares
at US$120.00 per Ordinary Share, and (xi) the sum of (a) the aggregate cash payment for the proposed per share cash payment of US$120.00
for the 12,224,002 issued and outstanding Ordinary Shares subject to the proposed merger of CBPO Group Limited with and into the issuer,
plus (b) the product of 30,000 Ordinary Shares underlying outstanding options multiplied by US$110.61 per share (which is the difference
between the US$120.00 per share merger consideration and the weighted average exercise price of US$9.39 per share for the options), plus
(c) the product of 132,459 Ordinary Shares underlying the restricted share awards multiplied by US$120.00 per share, plus (d) the product
of 257,193 Ordinary Shares underlying the restricted share units multiplied by US$120.00 per share.
** 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 Years 2020 and
2021, was calculated by multiplying the applicable portions of the Transaction Valuation by 0.0001298 and 0.0001091, respectively.
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x
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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.
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Amount Previously Paid: US$286,377.12
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Filing Party: Centurium Capital Partners 2018, L.P.
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Form or Registration No.: Schedule 13E-3
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Date Filed: February 14, 2020, November 10, 2020 and December 18, 2020
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Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon
the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on
schedule 13e-3. Any representation to the contrary is a criminal offense.
Table
of Contents
INTRODUCTION
This Amendment No. 9 to Rule 13e-3 transaction
statement on Schedule 13E-3 (“this Final Amendment”), 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) China Biologic Products Holdings, Inc., an exempted company with
limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par
value US$0.0001 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), that is subject
to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) CBPO Holdings Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (“Parent”); (c) CBPO Group Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); (d) Beachhead Holdings
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Beachhead”); (e) Double
Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Double Double”);
(f) Point Forward Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Point
Forward”); (g) Centurium Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCP
2018”); (h) Centurium Capital 2018 Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCCI
2018”); (i) CCM CB I, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCM CB I” and,
together with Beachhead, Double Double, Point Forward, CCP 2018 and CCCI 2018, the “Centurium Filing Persons”); (j) 2019B
Cayman Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“2019B Cayman”);
(k) CITIC Capital China Partners IV, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCCP IV”);
(l) CC China (2019B) L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“CCC Co-Investment”
and, together with 2019B Cayman and CCCP IV, the “CITIC Filing Persons”); (m) Parfield International Ltd., a British Virgin
Islands company (“Parfield”); (n) Amplewood Resources Ltd., a British Virgin Islands company (“Amplewood”); (o)
Marc Chan, a Canadian citizen (together with Parfield and Amplewood, the “Parfield Filing Persons”); (p) HH China Bio Holdings
LLC, a Cayman Islands limited liability company (“HH China Bio Holdings”); (q) HH Biologics Limited (formerly known as 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”); (r) Biomedical Treasure Limited, an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Treasure”); (s) Biomedical Future Limited,
an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Future”); (t) Biomedical
Development Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Development”);
(u) TB MGMT Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TB
MGMT”); (v) TB Executives Unity Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman
Islands (“TB Executives”); (w) TB Innovation Holding Limited, an exempted company with limited liability incorporated under
the Laws of the Cayman Islands (“TB Innovation”); and (x) Mr. Joseph Chow, a citizen of the United States of America, the
chairman of the board of directors and the chief executive officer of the Company (“Mr. Chow” and, together with Biomedical
Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation, collectively, the “Management Filing
Persons”).
This Final Amendment is being
filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Schedule 13E-3.
All
capitalized terms used in this Final Amendment and not otherwise defined have the meanings ascribed to such terms in the Schedule
13E-3, including the proxy statement attached as exhibit (a)-(1) to the Schedule 13E-3.
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Item 15
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Additional Information
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Item 15(c) is hereby amended and supplemented as
follows:
On April 20, 2020, the Company
and Merger Sub filed the plan of merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of
Companies of the Cayman Islands as of April 20, 2020, pursuant to which the merger became effective on April 20, 2020. As a result
of the merger, the Company became a wholly owned subsidiary of Parent.
At the effective time of the
merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the merger was cancelled and ceased to exist
in exchange for the right to receive US$120.00 per share in cash, without interest and net of any applicable withholding taxes, except
for (a) Ordinary Shares held by the Company as treasury shares or by any direct or indirect subsidiary of the Company, which were cancelled
and ceased to exist without consideration, (b) Ordinary Shares held by Parent or any direct or indirect subsidiary of Parent (including
Ordinary Shares deemed contributed by the Rollover Securityholders to Parent immediately prior to or at the effective time of the merger
pursuant to the Support Agreement), which were cancelled and ceased to exist without consideration, (c) Ordinary Shares owned by holders
who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the
Cayman Islands Companies Act, which were cancelled and ceased to exist in exchange for the right to receive the payment of fair value
of such Ordinary Shares determined in accordance with Section 238 of the Cayman Islands Companies Act, and (d) Ordinary Shares owned by
holders who had previously validly exercised their rights to dissent from the merger pursuant to Section 238 of the Cayman Islands Companies
Act and thereafter have effectively withdrawn such rights to dissent pursuant to agreements entered into between such holders and the
Company prior to the effective time of the merger, which were cancelled and ceased to exist in exchange for the right to receive such
amounts as specified in such agreements.
In addition, at the effective
time of the merger, the Company terminated the Company Share Plans and all relevant award agreements entered into under the Company Share
Plans, and (a) each Company Option issued by the Company pursuant to any Company Share Plan, whether vested or unvested, that was outstanding,
unexercised and not yet expired as of immediately prior to the effective time of the merger was cancelled and converted into the right
to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of US$120.00 over the applicable per share
exercise price of such Company Option and (ii) the number of Ordinary Shares underlying such Company Option; (b) each Company Restricted
Share Award issued by the Company pursuant to any Company Share Plan, whether vested or unvested, that was outstanding immediately prior
to the effective time of the merger was cancelled and converted into the right to receive an amount in cash, without interest, equal to
the product of US$120.00 and the number of Ordinary Shares underlying such Company Restricted Share Award, except that certain Company
Restricted Share Awards held by Guangli Pang, Ming Yang, Gang Yang and Bingbing Sun were contributed to Parent in exchange for shares
of Parent; (c) each Company RSU Award issued by the Company pursuant to any Company Share Plan that was granted by the Company prior to
January 1, 2020 and the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and Qi Ning on or after January 1, 2020,
whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was cancelled and converted into
the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying
such Company RSU Award, except that the Company RSU Awards granted to Mr. Chow prior to January 1, 2020 were accelerated immediately prior
to the closing of the merger and a portion thereof were settled in Ordinary Shares and contributed to Parent in exchange for shares of
Parent; (d) each unvested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Yue’e
Zhang, Sean Shao, Yungang Lu and Qi Ning) that was outstanding immediately prior to the effective time of the merger was cancelled and
converted into the right to receive an equity-based award to be granted by an exempted company incorporated in the Cayman Islands with
limited liability which is one of the direct shareholders of Parent immediately after the closing of the merger, having a substantially
equivalent economic value of such Company RSU Award and subject to the same vesting terms and other conditions applicable to such corresponding
Company RSU Award, except that the Company RSU Awards granted to Mr. Chow on or after January 1, 2020 were accelerated immediately prior
to the closing of the merger and a portion thereof were settled in Ordinary Shares and contributed to Parent in exchange for shares of
Parent; and (e) each vested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Mr. Chow)
was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number
of Ordinary Shares underlying such Company RSU Award.
As
a result of the merger, the Ordinary Shares will no longer be listed on any securities exchange or quotation system, including the
Nasdaq, and the Company will cease to be a publicly traded company. The Company has requested Nasdaq to file an application on Form
25 with the SEC notifying the SEC of the delisting of the Ordinary Shares on Nasdaq and the deregistration of the Company’s
registered securities. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the
SEC in approximately 10 days following the filing of the Form 25. The Company’s obligations to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
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(a)-(4)
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Press Release issued by the Company, dated November 19, 2020, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on November 19, 2020.
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(a)-(5)
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Press Release issued by the Company, dated January 25, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on January 25, 2021.
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(a)-(6)
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Press Release issued by the Company, dated March 1, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on March 1, 2021.
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(a)-7)
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Press Release issued by the Company, dated April 20, 2021, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on April 20, 2021.
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(b)-(4)*
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Debt Commitment Letter, dated November 13, 2020, by and among Merger Sub, Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行), incorporated herein by reference to Exhibit 5 to Amendment No. 15 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on November 20, 2020.
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(d)-(13)*
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Exclusivity Extension Letter, dated as of September 16, 2020, by and among Beachhead, Double Double, Point Forward, Mr. Chow, PWM, Parfield, CCCP IV, HH Sum and V-Sciences, incorporated herein by reference to Exhibit 1 to Amendment No. 13 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with the SEC on September 17, 2020.
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† Confidential
treatment has been granted with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Exchange
Act.
††
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.
* Previously filed.
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 21, 2021
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China Biologic Products Holdings, Inc.
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By:
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/s/
Sean Shao
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Name:
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Sean Shao
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Title:
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Chairman of the Special Committee
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CBPO Holdings Limited
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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CBPO Group Limited
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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Beachhead Holdings Limited
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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Double Double Holdings Limited
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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Point Forward Holdings Limited
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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Centurium Capital Partners 2018, L.P.
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By: Centurium Capital Partners 2018 GP Ltd., its general partner
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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Centurium Capital 2018 Co-invest, L.P.
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By: Centurium Capital 2018 SLP-B Ltd., its general partner
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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CCM CB I, L.P.
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By: CCM CB I Limited, its general partner
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By:
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/s/
Hui Li
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Name:
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Hui Li
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Title:
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Director
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2019B Cayman Limited
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By:
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/s/
Rikizo Matsukawa
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Name:
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Rikizo Matsukawa
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Title:
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Director
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CITIC Capital China Partners IV, L.P.
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By: CCP IV GP Ltd., its general partner
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By:
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/s/
Rikizo Matsukawa
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Name:
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Rikizo Matsukawa
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Title:
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Director
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CC China (2019B) L.P.
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By: CC (2019B) GP Ltd, its general partner
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By:
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/s/
Rikizo Matsukawa
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Name:
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Rikizo Matsukawa
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Title:
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Director
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Parfield International Ltd.
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By:
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/s/
Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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Amplewood Resources Ltd.
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By:
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/s/
Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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HH China Bio Holdings LLC
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By:
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/s/
Colm O’Connell
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Name:
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Colm O’Connell
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Title:
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Authorized Signatory
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HH Biologics Holdings Limited
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By:
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/s/
Colm O’Connell
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Name:
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Colm O’Connell
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Title:
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Authorized Signatory
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Joseph Chow
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/s/
Joseph Chow
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Biomedical Treasure Limited
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By:
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/s/
Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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Biomedical Future Limited
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By:
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/s/
Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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Biomedical Development Limited
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By:
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/s/
Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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TB MGMT Holding Company Limited
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By:
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/s/ Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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TB Executives Unity Holding Limited
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By:
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/s/
Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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TB Innovation Holding Limited
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By:
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/s/
Joseph Chow
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Name:
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Joseph Chow
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Title:
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Director
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China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Mar 2024 to Apr 2024
China Bioligic Products (NASDAQ:CBPO)
Historical Stock Chart
From Apr 2023 to Apr 2024
