CBPO [China Biologic Products] SC 13D/A: Joint Filing Agreement [Remainder of this page has

Ticker: CBPO, Company: China Biologic Products Holdings, Inc., Type: SC 13D/A, Date: 2019-11-18
Original SEC Filing: Click here


Webplus: CBPO/20191118/SC_13D.A/2_EX-99.1/000.htm SEC Original: tm1923050d1_ex1.htm
Joint Filing Agreement [Remainder of this page has been left intentionally blank.] BEACHHEAD HOLDINGS LIMITED DOUBLE DOUBLE HOLDINGS LIMITED CENTURIUM CAPITAL PARTNERS 2018, L.P. CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL PARTNER CENTURIUM CAPITAL PARTNERS 2018, GP LTD. CENTURIUM CAPITAL 2018 CO-INVEST, L.P.



EX-99.1 2 tm1923050d1_ex1.htm EXHIBIT 1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share of China Biologic Products Holdings, Inc., a Cayman Islands company, and (ii) that this Agreement may be included as Exhibit 1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 18, 2019.

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

CENTURIUM CAPITAL PARTNERS 2018, L.P.
By: CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL PARTNER
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL PARTNERS 2018, GP LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL 2018 CO-INVEST, L.P.
By: CENTURIUM CAPITAL 2018 SLP-B LTD., GENERAL PARTNER
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL 2018 SLP-B LTD.

By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM HOLDINGS LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM HOLDINGS (BVI) LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

HUI LI
By: /s/ Hui Li


Webplus: CBPO/20191118/SC_13D.A/3_EX-99.2/000.htm SEC Original: tm1923050d1_ex2.htm
STRICTLY CONFIDENTIAL Execution Version SHARE PURCHASE AGREEMENT Agreement Schedule A Seller Sellers Beachhead Purchasers Purchaser Parties Party This SHARE PURCHASE AGREEMENT, dated as of November 15, 2019 (this “ Schedule A Owned Shares WHEREAS, each Seller is the owner of such number (or aggregate number) of Ordinary Shares of the Issuer as set forth opposite its name under the column



EX-99.2 3 tm1923050d1_ex2.htm EXHIBIT 2

Exhibit 2

STRICTLY CONFIDENTIAL

Execution Version

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, dated as of November 15, 2019 (this “Agreement”), by and among the persons listed onSchedule A hereto (each, a “Seller” and collectively, the “Sellers”), Beachhead Holdings Limited, a Cayman Islands company (“Beachhead”) and Double Double Holdings Limited, a Cayman Islands company (together with Beachhead, collectively, the “Purchasers” and each, a “Purchaser”). The Sellers and the Purchasers shall be referred to hereinafter collectively as the “Parties” and each a “Party.” Capitalized terms not otherwise defined shall have the meanings ascribed in Section 6.1 hereof.

WHEREAS, each Seller is the owner of such number (or aggregate number) of Ordinary Shares of the Issuer as set forth opposite its name under the column entitled “Applicable Sale Shares” onSchedule A hereto (such Seller’s “Owned Shares”);

WHEREAS, the Sellers have agreed to sell, severally and not jointly, to the Purchasers, and the Purchasers have agreed to purchase, severally and jointly, from the Sellers, all of the Sellers’ right, title and interest in and pertaining to the Sale Shares (as defined below), all upon the terms and conditions hereinafter set forth;

WHEREAS, on September 18, 2019, Beachhead and certain other parties submitted a non-binding proposal to acquire the Issuer; and

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.PURCHASE AND SALE

1.1Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchasers agree to purchase, severally and jointly, from each Seller, and each Seller agrees to sell, transfer and assign, severally and not jointly, to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser” onSchedule A hereto, at the Closing (as defined below), such number of Ordinary Shares as set forth opposite such Purchaser’s and such Seller’s respective names onSchedule A hereto (such Seller’s “Applicable Sale Shares” to be sold to such Purchaser, and collectively with the other Applicable Sale Shares of all Sellers, the “Sale Shares”) and all of such Seller’s right, interest and title therein (including all dividends and distributions attaching thereto on or after the date of this Agreement), for the purchase price set forth opposite such Purchaser’s and such Seller’s respective names under the column entitled “Applicable Purchase Price” onSchedule A hereto (such Seller’s “Applicable Purchase Price” payable by such Purchaser).

1.2The Closing.

(a)The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the fifteen (15th) Business Day following the date on which all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by all the Parties (the “Closing Date”).

(b)At the Closing:

    (i)each Seller shall deliver, or cause to be delivered, to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser” onSchedule A hereto, its Applicable Sale Shares to be sold to such Purchaser and such other deliveries by transferring such Applicable Sale Shares to such Purchaser by crediting such Applicable Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designed by such Purchaser, in each case in accordance with the instructions provided by such Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and

    (ii)each Purchaser shall deliver, or cause to be delivered, to each Seller set forth opposite such Purchaser’s name under the column entitled “Name of Seller” onSchedule A hereto:

(A)immediately available funds by wire transfer into an account designated by such Seller in the amount of such Seller’s Applicable Purchase Price payable by such Purchaser; and

(B)a copy of the director resolutions of such Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.

(c)Unless otherwise agreed by the Sellers and the Purchasers, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

2.PURCHASERS’ REPRESENTATIONS AND WARRANTIES

The Purchasers, severally and jointly, make the following representations and warranties to the Sellers as of the date hereof and the Closing Date:

2.1Authority; Binding Effect. Each Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Purchasers and their respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of their respective obligations hereunder, including the purchase of their respective portions of the Sale Shares pursuant to this Agreement, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by each Purchaser and (assuming the due execution and delivery thereof by the Sellers) constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms.

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2.2No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein and compliance by the Purchasers with their respective obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which any Purchaser is entitled, or result in the creation or imposition of any tax, mortgage, lien, pledge, charge, security interest or other encumbrance (collectively, “Liens”), limitation or restriction upon any property or assets of any Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which any Purchaser is a party or by which any Purchaser is bound, or to which any of the property or assets of any Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of any Purchaser or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any Purchaser or any of its properties.

2.3No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, in each case, other than any filings that may be required pursuant to applicable securities law, is necessary or required for the entry into of this Agreement by any Purchaser or the performance by any Purchaser of its obligations hereunder or the purchase of the Sale Shares and the consummation of the transactions contemplated herein.

2.4Purchaser Status. Each Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) is not a U.S. Person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

2.5Sophisticated Investor. Each Purchaser has such knowledge and experience in financial and business matters to make an informed decision with respect to the purchase of its applicable portion of the Sale Shares pursuant to this Agreement. Each Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase its applicable portion of the Sale Shares pursuant to this Agreement. In connection with such purchase, no Purchaser is relying on the Sellers or any of their respective Affiliates or representatives in any respect in making its decision to make such purchase except for such representations and warranties of the Sellers made under Section 3.

2.6Sufficient Funds. Immediately prior to the Closing, each Purchaser will have sufficient immediately available and legitimate funds to fulfill its obligations under Section 1.2(b)(ii)(A).

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3.SELLERS’ REPRESENTATIONS AND WARRANTIES

The Sellers make, severally and not jointly, the following representations and warranties to the Purchasers as of the date hereof and the Closing Date:

3.1Authority; Binding Effect. Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Capital Research and Management Company (“CRMC”) or Capital Bank & Trust Company (together with CRMC, collectively, the “Capital Group Signatories” and each, a “Capital Group Signatory”), as applicable, has the requisite corporate power and authority to execute and deliver this Agreement for and on behalf of the Sellers. All corporate action on the part of the Sellers and the Capital Group Signatories and their respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of their obligations hereunder (and, in the case of the applicable Capital Group Signatory, its execution of this Agreement for and on behalf of the applicable Seller), including the sale of the Applicable Sale Shares of each such Seller, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the applicable Capital Group Signatory for and on behalf of each Seller and (assuming the due execution and delivery thereof by the Purchasers) constitutes the legal, valid and binding obligations of each such Seller, enforceable against each such Seller in accordance with its terms.

3.2Ownership and Transfer. Each Seller is the sole record and beneficial owner of its Owned Shares, free and clear of any Liens and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Owned Shares), and will transfer and deliver to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser” onSchedule A hereto at the Closing valid, good and marketable title to its Applicable Sale Shares to be sold to such Purchaser free and clear of any Lien and any such limitation or restriction. Other than its Owned Shares, no Seller owns, beneficially or of record, directly or indirectly, any Ordinary Shares or other securities of the Company, or any interest in any such securities.

3.3No Conflicts. The execution and delivery of this Agreement (including the execution of this Agreement by the applicable Capital Group Signatory for and on behalf of each Seller) and the sale and delivery of the Sale Shares to the Purchasers and the consummation of the transactions contemplated herein and compliance by the Sellers with their respective obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which any Seller or Capital Group Signatory is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon the Sale Shares or any property or assets of any Seller or Capital Group Signatory, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which any Seller or Capital Group Signatory is a party or by which any Seller or Capital Group Signatory is bound, or to which any of the property or assets of any Seller or Capital Group Signatory is subject, or (ii) result in any violation of the provisions of Organizational Documents of any Seller or Capital Group Signatory or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any Seller or Capital Group Signatory or any properties of any Seller or Capital Group Signatory.

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3.4No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, in each case, other than any filings that may be required pursuant to applicable securities law, is necessary or required for the entry into of this Agreement by any Seller (or the execution of this Agreement by the applicable Capital Group Signatory for and on behalf of each Seller) or the performance by any Seller of its obligations hereunder or the sale and delivery of any Sale Shares to any Purchaser and the consummation of the transactions contemplated herein.

3.5Purchaser Information. Each Seller acknowledges that the Purchasers may possess material non-public information about the Issuer of which such Seller is not aware (“Seller Excluded Information”). Notwithstanding the foregoing, each Seller is still desirous of effectuating the sale of its Applicable Sale Shares to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser” onSchedule A hereto. No Seller is requesting the Seller Excluded Information and each Seller agrees that the Purchasers are not obligated to disclose any Seller Excluded Information to any Seller and that the Purchasers shall not have any liability with respect to any non-disclosure of the Seller Excluded Information.

4.CONDITIONS PRECEDENT

4.1The obligations of each Seller to consummate the Closing and under Section 1.2(b)(i) hereof are subject to the following conditions:

(a)All of the representations and warranties of each Purchaser contained in Section 2 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 2.1, 2.4, 2.5 and 2.6 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)Each Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.

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4.2The obligations of each Purchaser to consummate the Closing and under Section 1.2(b)(ii) hereof are subject to the following conditions:

(a)All of the representations and warranties of each Seller contained in Section 3 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)Each Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.

5.COVENANTS

5.1Notification. Each Party to this Agreement will notify the other Parties as soon as reasonably practicable (but in any event prior to the Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.

6.MISCELLANEOUS

6.1Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1:

Affiliate” means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person.

Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking institutions in the State of New York, the People’s Republic of China, Hong Kong or the Cayman Islands are authorized or required by law or other governmental action to close.

Control” of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Hong Kong” means the Hong Kong Special Administrative Region of the People's Republic of China.

Issuer” means China Biologic Products Holdings, Inc., a Cayman Islands exempted company.

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Ordinary Shares” means ordinary shares, par value of US$0.0001 per share, of the Issuer.

Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

Securities Act” means the Securities Act of 1933, as amended.

6.2Termination. This Agreement may be terminated prior to the Closing (a) by mutual written consent of the Sellers and Purchasers, or (b) by the Sellers acting jointly, or by the Purchasers acting jointly, if the Closing shall not have occurred within two (2) months from the date hereof;provided that the Sellers, on the one hand, and the Purchasers, on the other, shall not have the right to terminate this Agreement pursuant to Section 6.2(b) if any Seller or any Purchaser, as applicable, is then in material breach of this Agreement.

6.3Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

6.4Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete agreement between the Parties with respect to the subject matter hereof, supersedes any previous agreement or understanding between them relating hereto and may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

6.5Expenses. Each Party shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

6.6Publicity. None of the Parties shall, and none of the Parties shall permit any of its Affiliates to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of (i) any Purchaser, in the case of a proposed announcement or statement by the Sellers (or any of them), or (ii) any Seller, in the case of a proposed announcement or statement by the Purchasers (or any of them);provided, that the Sellers or the Purchasers may, without the prior written consent of a Purchaser or a Seller (as the case may be), issue or cause the publication of any press release or other public announcement or make any public statement or filing to the extent required by applicable law or by the rules and regulations of any securities exchange.

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6.7Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

6.8Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of any Purchaser (in the case of a proposed assignment by any Seller) or any Seller (in the case of a proposed assignment by any Purchaser) (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void;provided that prior to the Closing, any Purchaser may assign its rights and obligations hereunder, in part or in whole, to (i) any of its Affiliates, (ii) any investment fund, account or partnership managed or advised by it or any of its Affiliates or in which it or such Affiliate serve as the general partner or any other equivalent role or (iii) any member of the Buyer Consortium (as defined under that certain consortium agreement, dated as of September 18, 2019, by and among Beachhead and certain other parties named therein, as amended, restated, supplemented or otherwise modified from time to time) or any of their respective Affiliates without the prior written consent of the Sellers;provided that such assignee shall have executed an assignment agreement with the assigning Party substantially in the form attached asExhibit A hereto;provided further that no such assignment shall relieve an assigning Party of any of its obligations or liabilities under this Agreement.

6.9Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof.

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6.10Dispute Resolution.

(a)Any dispute, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.10 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6.10(a), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York.

(c)The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in this Section 6.10, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

6.11Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

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If to any Seller, to:

c/o Capital Research and Management Company

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

Attention: Casey Solomon (CAZS)

Email: Casey.Solomon@capgroup.com

With a copy to (which shall not constitute notice):

Capital Research Global Investors

2601 One International Finance Centre (One IFC)

No. 1 Harbour View Street

Central Hong Kong

Attention: Lawrence Gong (LYG)

Email: Lawrence.Gong@capitalglobal.com

If to any Purchaser, to:

Double Double Holdings Limited

Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong

Attention: Andrew Chan

Email: andrew.chan@centurium.com

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

Email: gary.li@kirkland.com; xiaoxi.lin@kirkland.com

6.12Survival. All of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing.

6.13Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.14Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.

[signature page follows]

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

SMALLCAP World Fund, Inc.
By: Capital Research and Management Company, as investment adviser for and on behalf of SMALLCAP World Fund, Inc.

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

New World Fund, Inc.
By: Capital Research and Management Company, as investment adviser for and on behalf of New World Fund, Inc.

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

Capital World Growth and Income Fund
By: Capital Research and Management Company, as investment adviser for and on behalf of Capital World Growth and Income Fund

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

The New Economy Fund
By: Capital Research and Management Company, as investment adviser for and on behalf of The New Economy Fund

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

American Funds Insurance Series – Global Small Capitalization Fund
By: Capital Research and Management Company, as investment adviser for and on behalf of American Funds Insurance Series – Global Small Capitalization Fund

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

American Funds Insurance Series – New World Fund
By: Capital Research and Management Company, as investment adviser for and on behalf of American Funds Insurance Series – New World Fund

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

American Funds Insurance Series – International Growth and Income Fund
By: Capital Research and Management Company, as investment adviser for and on behalf of American Funds Insurance Series – International Growth and Income Fund

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

Capital Group New World Fund (LUX)
By: Capital Research and Management Company, as investment adviser for and on behalf of Capital Group New World Fund (LUX)

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

Capital Group World Growth and Income (LUX)
By: Capital Research and Management Company, as investment adviser for and on behalf of Capital Group World Growth and Income (LUX)

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

Capital Group World Growth and Income Trust (US)
By: Capital Research and Management Company, as investment adviser for and on behalf of Capital Group World Growth and Income Trust (US)

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

Capital Group New Economy Trust (US)
By: Capital Research and Management Company, as investment adviser for and on behalf of Capital Group New Economy Trust (US)

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

CGMPV, LLC
By: Capital Research and Management Company, as investment adviser for and on behalf of CGMPV, LLC (New Economy Fund CP Tracking Account)

By: /s/ Walter R. Burkley
Name: Walter R. Burkley
Title: Authorized Signatory

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

Beachhead Holdings Limited
By: /s/ Hui Li
Name: Hui Li
Title: Director

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

Double Double Holdings Limited
By: /s/ Hui Li
Name: Hui Li
Title: Director

[Signature Page to Share Purchase Agreement]

Schedule A

Particulars of Sellers and Purchasers

Exhibit A

Form of Assignment Agreement

This ASSIGNMENT AGREEMENT (this “Assignment”) is made effective as of ______________, 2019, by and between [Purchaser], a Cayman Islands company (the “Assignor”) and [name], a [jurisdiction] company (the “Assignee”), pursuant to that certain Share Purchase Agreement dated as of November [●], 2019, by and between [Beachhead Holdings Limited, a Cayman Islands company], [Double Double Holdings Limited, a Cayman Islands company] and the parties named therein (the “SPA”) with respect to the sale and purchase of certain ordinary shares of China Biologic Products Holdings, Inc. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the SPA.

WHEREAS, the Assignor desires to assign, transfer, convey and deliver certain of its interests, rights and obligations under the SPA to the Assignee, and Assignee desires to assume from the Assignor such interests, rights and obligations.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Assignment. The Assignor hereby assigns all the interests, rights and obligations of the Assignor with respect to the sale and purchase of [●] Ordinary Shares (the “Assigned Shares”) under the SPA to the Assignee, and the Assignee hereby accepts the foregoing assignment and fully assumes the interests, rights and obligations of the Assignor with respect to the sale and purchase of the Assigned Shares under the SPA;provided that the Assignee shall be obligated to purchase only the Assigned Shares, shall not be liable with respect to the sale and purchase of any other Sale Shares under the SPA, and shall not be jointly liable for the obligations of any other “Purchaser” under the SPA.

2.Representations and Warranties. The Assignee acknowledges and confirms that the representations and warranties contained in Section 2 of the SPA are true and correct with respect to the Assignee as of the date hereof, and such representations and warranties are incorporated herein by reference.

3.Notices. All notices and other communications under this Assignment shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the parties hereto at the following addresses (or to such other address as a party hereto may have specified by notice given to the other party hereto pursuant to this provision):

If to the Assignor, to:

[Assignor]

Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong

Attention: Andrew Chan

Email: andrew.chan@centurium.com

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

Email: gary.li@kirkland.com; xiaoxi.lin@kirkland.com

If to the Assignee:

[Assignee]

[Address]

[Attention]

[Email]

4.Binding Effect; Assignment. This Assignment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in this Assignment shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Assignment. No assignment of this Assignment or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.

5.Other Miscellaneous Provisions. The provisions in Sections 6.4 through 6.7, Section 6.9, Section 6.10 and Sections 6.12 through 6.14 of the SPA shall be incorporated herein by reference and shall apply as if set forth in full herein,mutatis mutandis.

[signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Purchaser]
By:
Name:
Title:

[Signature Page to Assignment Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Purchaser Assignee]
By:
Name:
Title:

[Signature Page to Assignment Agreement]


Webplus: CBPO/20191118/SC_13D.A/1/000.htm SEC Original: tm1923050-1_sc13da.htm
Beachhead Holdings Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions). ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨ 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 8. Shared Voting Power 7,697,400 Ordinary Shares (See Item 5)



SC 13D/A 1 tm1923050-1_sc13da.htm SC 13D/A

Names of Reporting Persons.

Beachhead Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

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

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

0

8.

Shared Voting Power

7,697,400 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

7,697,400 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

7,697,400 Ordinary Shares (See Item 5)(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)

20.0%(2)

14.

Type of Reporting Person (See Instructions)

CO

(1) Such number of Ordinary Shares includes 2,199,680 Ordinary Shares that Beachhead has agreed to acquire pursuant to and subject to the terms and conditions of the Capital SPA (as defined in Item 4 of this Schedule 13D), which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

2

CUSIP No.G21515104
1.

Names of Reporting Persons.

Double Double Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

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

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

0

8.

Shared Voting Power

2,000,000 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

2,000,000 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,000,000 Ordinary Shares (See Item 5)(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)

5.2%(2)

14.

Type of Reporting Person (See Instructions)

CO

(1) Such number of Ordinary Shares includes 2,000,000 Ordinary Shares that Double Double has agreed to acquire pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

3


CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Capital Partners 2018, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

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

8,796,135 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

8,796,135 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

8,796,135 Ordinary Shares (See Item 5)(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)
22.9%(2)
14.

Type of Reporting Person (See Instructions)

PN

(1) Such number of Ordinary Shares includes 2,199,680 and 2,000,000 Ordinary Shares that Beachhead and Double Double have agreed to acquire, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

4


CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Capital Partners 2018 GP Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

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

8,796,135 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

8,796,135 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

8,796,135 Ordinary Shares (See Item 5)(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)

22.9%(2)

14.

Type of Reporting Person (See Instructions)

CO

(1) Such number of Ordinary Shares includes 2,199,680 and 2,000,000 Ordinary Shares that Beachhead and Double Double have agreed to acquire, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

5


CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Capital 2018 Co-invest, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

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

901,265 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

901,265 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

901,265 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

2.3%(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 reported by the Issuer’s Form 6-K filed on November 13, 2019.

6


CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Capital 2018 SLP-B Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4. Source of Funds (See Instructions) N/A
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

901,265 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

901,265 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

901,265 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

2.3%(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 reported by the Issuer’s Form 6-K filed on November 13, 2019.

7

CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Holdings Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

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

9,697,400 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,697,400 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,697,400 Ordinary Shares (See Item 5)(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)

25.2%(2)

14.

Type of Reporting Person (See Instructions)

CO

(1) Such number of Ordinary Shares includes 2,199,680 and 2,000,000 Ordinary Shares that Beachhead and Double Double have agreed to acquire, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

8

CUSIP No.G21515104
1.

Names of Reporting Persons.

Centurium Holdings (BVI) Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

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

9,697,400 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,697,400 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,697,400 Ordinary Shares (See Item 5)(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)

25.2%(2)

14.

Type of Reporting Person (See Instructions)

CO

(1) Such number of Ordinary Shares includes 2,199,680 and 2,000,000 Ordinary Shares that Beachhead and Double Double have agreed to acquire, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

9

CUSIP No.G21515104
1.

Names of Reporting Persons.

Hui Li

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)¨ (b)x

3. SEC Use Only
4.

Source of Funds (See Instructions)

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

Hong Kong

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

0

8.

Shared Voting Power

9,697,400 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

9,697,400 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,697,400 Ordinary Shares (See Item 5)(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)

25.2%(2)

14.

Type of Reporting Person (See Instructions)

IN

(1) Such number of Ordinary Shares includes 2,199,680 and 2,000,000 Ordinary Shares Beachhead and Double Double agreed to acquire, respectively, pursuant and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.
(2) Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

10

Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 7”) amends and supplements the Schedule 13D filed on September 14, 2018, as amended by Amendment No. 1 filed on November 19, 2018, by Amendment No. 2 filed on December 18, 2018, by Amendment No. 3 filed on January 8, 2019, by Amendment No. 4 filed on February 4, 2019, by Amendment No. 5 filed on March 12, 2019 and by Amendment No. 6 filed on September 19, 2019 (the “Schedule 13D”), with respect 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”).

Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the the Schedule 13D is hereby amended and restated in its entirety to read as follows:

This Amendment No. 7 is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Act:

1)       Beachhead Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business in investment holding (“Beachhead”);

2)       Double Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and its principal business in investment holding (“Double Double”);

3)       Centurium Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands, which holds 88.29% equity interest in Beachhead and 100% equity interest in Double Double (the “CCP 2018”);

4)       Centurium Capital Partners 2018 GP Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and the sole general partner of CCP 2018 (“Centurium GP”);

5)       Centurium Capital 2018 Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands, which holds 11.71% in Beachhead (the “CCCI 2018”);

6)       Centurium Capital 2018 SLP-B Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and the sole general partner of CCCI 2018 (“Centurium SLP-B”);

7)       Centurium Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and the sole shareholder of Centurium GP and Centurium SLP-B, respectively (“Centurium GP Holdco”);

8)       Centurium Holdings (BVI) Ltd., an exempted company incorporated under the laws of the British Virgin Islands and sole shareholder of Centurium GP Holdco (“Centurium TopCo”); and

9)       Mr. Hui Li, a Hong Kong citizen, the sole shareholder of Centurium TopCo (“Mr. Li”, and together with Beachhead, Double Double, CCP 2018, Centurium GP, CCCI 2018, Centurium SLP-B, Centurium GP Holdco and Centurium TopCo, the “Reporting Persons”) and a director of each of Beachhead, Double Double, Centurium GP, Centurium SLP-B, Centurium GP Holdco and Centurium TopCo.

The address of the principal business and principal office of each of the Reporting Persons, other than Centurium TopCo and Mr. Li, is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of principal business and principal office of Centurium TopCo is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of principal business and principal office of Mr. Li is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong.

11

The principal business each of Beachhead and Double Double is investment holding. The principal business of CCP 2018 is that of making private equity and related investments. The principal business of Centurium GP is acting as general partner to certain private equity funds, including CCP 2018. The principal business of CCCI 2018 is that of making private equity and related investments. The principal business of Centurium SLP-B is acting as general partner to certain private equity funds, including CCCI 2018. The principal business of Centurium GP Holdco is controlling and managing Centurium GP and Centurium SLP-B. The principal business of Centurium TopCo is controlling and managing Centurium GP Holdco. The principal business of Mr. Li is controlling and managing Centurium TopCo.

Mr. Andrew Chan is a director of each of Beachhead, Double Double, Centurium GP and Centurium SLP-B. Mr. Andrew Chan is the chief finance officer of the management company of CCP 2018 and CCCI 2018. Mr. Andrew Chan is a Hong Kong citizen and his business address is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong.

Beachhead is a record holder of 5,497,720 Ordinary Shares as of the date of this Amendment No. 7. In addition, Beachhead and Double Double have agreed to acquire 2,199,680 and 2,000,000 Ordinary Shares, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions, in each case as described in more details in Item 5.

None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

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

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

All of the funds required to acquire the Capital Sale Shares (as defined in Item 4 below) are currently expected to be obtained from the working capital of each of Beachhead and Double Double. The working capital of Beachhead and Double Double are currently expected to be obtained from the capital contribution of CCP 2018, and CCP 2018 obtained the funds from capital contribution from its limited partners.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On November 15, 2019, in connection with the entry into the Capital SPA by and among the relevant parties, the Board granted to Beachhead and Double Double a waiver from complying with certain restrictions as agreed under (i) those certain investor rights agreements entered into by and between each of Beachhead and other applicable parties and the Issuer, respectively, and (ii) those certain confidentiality agreements, dated as of October 20, 2019, entered into by each of Beachhead and other applicable parties and the Issuer, respectively. The Board has also determined, among other things, to exempt the transactions contemplated by the Capital SPA from the Issuer’s currently effective preferred shares rights agreement.

On November 15, 2019, Beachhead and Double Double entered into a share purchase agreement (the “Capital SPA”) with certain existing shareholders of the Issuer (collectively, the “Capital Sellers” and each, a “Capital Seller”), who are acting through either Capital Research and Management Company or Capital Bank & Trust Company, pursuant to, and subject to the terms and conditions of, which the Capital Sellers shall sell to Beachhead and Double Double, and Beachhead and Double Double shall purchase from the Capital Sellers, an aggregate number of 4,199,680 Ordinary Shares (the “Capital Sale Shares”) at the per share purchase price of $115.00 (the “Capital Purchase Price”). Neither the Capital Sellers, on one hand, nor Beachhead and Double Double, on the other hand, may assign their rights or obligations under the Capital SPA without prior written consent of the other party, except that either Beachhead or Double Double may assign its rights and obligations thereunder to (i) any of its affiliates, (ii) any investment fund, account or partnership managed or advised by it or any of its affiliates or in which it or such affiliate serve as the general partner or any other equivalent role or (iii) any member of the Buyer Consortium without prior written consent of Capital. The closing of the transactions under the Capital SPA, including the sale and purchase of the Capital Sale Shares, shall take place on the date that is the 15th business day following the satisfaction or waiver of conditions of the Capital SPA or such other date as may be agreed by all the parties thereto.

12

Reference to the Capital SPA in this Amendment No. 7 is qualified in its entirety by reference to the Capital SPA, a copy of which is attached hereto as Exhibits 2 incorporated herein by reference in its entirety.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)–(b) The following information with respect to the ownership of Ordinary Shares by the Reporting Persons filing this statement on Schedule 13D is provided as of the date of this filing:

Reporting Persons

Ordinary
Shares Held
Directly

Shared
Voting
Power

Shared
Dispositive
Power

Beneficial
Ownership

Percentage(3)

Beachhead(1) 7,697,400 7,697,400 7,697,400 7,697,400 20.0%
Double Double(1) 2,000,000 2,000,000 2,000,000 2,000,000 5.2%
CCP 2018(1)(2) 0 8,796,135 8,796,135 8,796,135 22.9%
Centurium GP(1)(2) 0 8,796,135 8,796,135 8,796,135 22.9%
CCCI 2018(2) 0 901,265 901,265 901,265 2.3%
Centurium SLP-B(2) 0 901,265 901,265 901,265 2.3%
Centurium GP Holdco(1)(2) 0 9,697,400 9,697,400 9,697,400 25.2%
Centurium TopCo(1)(2) 0 9,697,400 9,697,400 9,697,400 25.2%
Mr. Hui Li(1)(2) 0 9,697,400 9,697,400 9,697,400 25.2%

(1) The number of Ordinary Shares beneficially owned by such Reporting Person includes 2,199,680 and 2,000,000 Ordinary Shares that Beachhead and Double Double have agreed to acquire, respectively, pursuant to and subject to the terms and conditions of the Capital SPA, which contains customary closing conditions.  The closing of the transactions under the Capital SPA, including the sale and purchase of the Capital Sale Shares, shall take place on the date that is the 15th business day following the satisfaction or waiver of conditions of the Capital SPA or such other date as may be agreed by all the parties thereto.
(2) Beachhead is approximately 88.29% owned by CCP 2018 and approximately 11.71% owned by CCCI 2018.  Double Double is 100% owned by CCP 2018.  Centurium GP Holdco and Centurium TopCo are the direct and indirect sole shareholders of Centurium GP and Centurium SLP-B, respectively, and Mr. Li is the sole shareholder of Centurium TopCo.  As such, each of CCP 2018, Centurium GP, CCCI 2018, Centurium SLP-B, Centurium GP Holdco, Centurium TopCo and Mr. Li may exercise voting and dispositive power over the shares held by Beachhead, and each of CCP 2018, Centurium GP, Centurium GP Holdco, Centurium TopCo and Mr. Li may exercise voting and dispositive power over the shares held by Double Double.
(3)  Percentage calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September 30, 2019 as reported by the Issuer’s Form 6-K filed on November 13, 2019.

Because of the arrangements in the Consortium Agreement, the parties to that agreement may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act. Neither the filing of this Amendment No. 7 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the 16,677,231 Ordinary Shares beneficially owned in the aggregate by PWM, Parfield, CITIC Capital, Hillhouse, and Temasek and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Ordinary Shares during the past 60 days.

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(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 7.

(e) Not applicable.

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

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement attached hereto as Exhibit 1, with respect to the joint filing of this Amendment No. 7 and any amendment or amendments hereto.

The descriptions of the principal terms of the Capital SPA under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement dated November 18, 2019 by the Reporting Persons

Exhibit 2 Capital SPA dated November 15, 2019 by and among Beachhead, Double Double and the Capital Sellers

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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: November 18, 2019
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

CENTURIUM CAPITAL PARTNERS 2018, L.P.
By: CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL PARTNER
By: /s/Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL PARTNERS 2018, GP LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL 2018 CO-INVEST, L.P.
By: CENTURIUM CAPITAL 2018 SLP-B LTD., GENERAL PARTNER
By: /s/Hui Li
Name: HUI LI
Title: Director

CENTURIUM CAPITAL 2018 SLP-B LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM HOLDINGS LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

CENTURIUM HOLDINGS (BVI) LTD.
By: /s/ Hui Li
Name: HUI LI
Title: Director

HUI LI
By: /s/ Hui Li

Company Info:

Ticker: CBPO, Company: China Biologic Products Holdings, Inc., Type: SC 13D/A, Date: 2019-11-18CIK: 0001369868, Location: F4, SIC: 2836, SIC Desc: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES)
Business Phone & Address:
18TH FL, JIALONG INTERNATIONALBUILDING, 19 CHAOYANG PARK ROAD, CHAOYANG DISTRICT
BEIJING 100125

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By | 2019-11-19T04:30:27+00:00 November 18th, 2019|Categories: CBPO, Chinese Stocks, Webplus ver|Tags: , , , , , |0 Comments

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