Amended Statement of Beneficial Ownership (sc 13d/a)
April 22 2021 - 9:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
China Biologic Products Holdings, Inc.
(Name of Issuer)
Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
G21515104
(CUSIP Number)
Andrew Chan
Chief Financial Officer
Centurium Capital Management Ltd.
Suite 1008, Two Pacific Place, 88 Queensway,
Hong Kong
+852 3643 0755
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
April 20, 2021
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g),
check the following box. ¨
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Beachhead Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Double Double Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Point Forward Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Capital Partners 2018, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Capital Partners 2018 GP Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Capital 2018 Co-invest, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
CCM CB I, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Capital 2018 SLP-B Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
|
Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
CCM CB I Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5) (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Holdings Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
|
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4.
|
Source of Funds (See Instructions)
N/A
|
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Cayman Islands
|
Number of Shares
Beneficially Owned by
Each Reporting Person
With
|
7.
|
Sole Voting Power
0
|
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8.
|
Shared Voting Power
0 (See Item 5)
|
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9.
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Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
0 (See Item 5)
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
|
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Centurium Holdings (BVI) Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0
|
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10.
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Shared Dispositive Power
0 (See Item 5)
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
|
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Hui Li
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x (b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Hong Kong
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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7.
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Sole Voting Power
0 (See Item 5)
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8.
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Shared Voting Power
0 (See Item 5)
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9.
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Sole Dispositive Power
0 (See Item 5)
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10.
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Shared Dispositive Power
0 (See Item 5)
|
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Item 5)
|
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
0%
|
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14.
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Type of Reporting Person (See Instructions)
IN
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Pursuant to Rule 13d-2 promulgated
under the Act, this amendment to Schedule 13D (this “Amendment No. 17”) 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, by Amendment
No. 6 filed on September 19, 2019, by Amendment No. 7 filed on November 18, 2019, by Amendment No. 8 filed on January 24, 2020, by Amendment
No. 9 filed on March 20, 2020, by Amendment No. 10 filed on April 10, 2020, by Amendment No. 11 filed on May 1, 2020, by Amendment No.
12 filed on May 7, 2020, by Amendment No. 13 filed on September 17, 2020, by Amendment No. 14 filed on October 28, 2020, by Amendment
No. 15 filed on November 20, 2020 and by Amendment No. 16 filed on December 31, 2020 (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. 17 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used
and not defined herein have the meanings given to such terms in the Schedule 13D.
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 April 20, 2021, the Issuer
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, 2021, pursuant to which the Merger became effective on April 20, 2021. As a result of
the Merger, the Issuer 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 Issuer as treasury shares or by any direct or indirect subsidiary of the Issuer, 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
Companies Law of the Cayman Islands, 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 Companies Law of the Cayman Islands, 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 Companies
Law of the Cayman Islands and thereafter have effectively withdrawn such rights to dissent pursuant to agreements entered into between
such holders and the Issuer 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.
As a result of the Merger,
the Ordinary Shares ceased to trade on the NASDAQ Global Select Market prior to the opening of trading on April 21, 2021 and became eligible
for delisting from the NASDAQ Global Select Market and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of
the Exchange Act.
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) As a result of the Merger, as described in Item 4 of
this Amendment, the Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or dispositive power over any
Ordinary Shares.
(c) Except as set forth in Item 4 of this Amendment
No. 17 or previously reported in the Schedule 13D, to the knowledge of each of the Reporting Persons, none of the Reporting Persons has
effected any transactions in the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) April 20, 2021.
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.
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Date: April 22, 2021
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BEACHHEAD HOLDINGS LIMITED
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: 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: HUI LI
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Title: 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: HUI LI
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Title: Director
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CENTURIUM CAPITAL PARTNERS 2018, L.P.
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By:
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CENTURIUM CAPITAL PARTNERS 2018 GP LTD., GENERAL PARTNER
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CENTURIUM CAPITAL PARTNERS 2018, GP LTD.
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CENTURIUM CAPITAL 2018 CO-INVEST, L.P.
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By:
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CENTURIUM CAPITAL 2018 SLP-B LTD., GENERAL PARTNER
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CENTURIUM CAPITAL 2018 SLP-B LTD.
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CCM CB I, L.P.
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By:
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CCM CB I Limited, GENERAL PARTNER
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CCM CB I Limited
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CENTURIUM HOLDINGS LTD.
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: Director
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CENTURIUM HOLDINGS (BVI) LTD.
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By:
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/s/ Hui Li
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Name: HUI LI
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Title: 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
