Washington, D.C. 20549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
CUSIP No. G21515104
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CCRE HOLDINGS LIMITED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (
SEE
INSTRUCTIONS)
|
|
|
(A)
|
¨
|
|
|
(B)
|
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (
SEE
INSTRUCTIONS)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,863
*
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1
%
**
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
*
|
Represents 1,680,863 Ordinary Shares beneficially owned
by CITIC Capital MB Investment Limited. The Reporting Person expressly disclaims beneficial ownership of 1,680,863 Ordinary Shares
owned by CITIC Capital MB Investment Limited.
|
|
**
|
Percentage calculated based on the total number of 33,203,014
Ordinary Shares outstanding as of March 31, 2018 as reported on Form 6-K of the Issuer filed on May 4, 2018.
|
CUSIP No. G21515104
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CITIC CAPITAL MB INVESTMENT LIMITED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (
SEE
INSTRUCTIONS)
|
|
|
(A)
|
¨
|
|
|
(B)
|
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (
SEE
INSTRUCTIONS)
WC
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
1,680,863
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
1,680,863
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,863
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1
%
**
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
**
|
Percentage calculated based on the total number of 33,203,014
Ordinary Shares outstanding as of March 31, 2018 as reported on Form 6-K of the Issuer filed on May 4, 2018.
|
CUSIP No. G21515104
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CITIC CAPITAL HOLDINGS LIMITED
|
|
2.
|
Check the Appropriate Box if a Member of a Group (
See
Instructions)
|
|
|
(A)
|
¨
|
|
|
(B)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See
Instructions)
AF
|
|
5.
|
Check if Disclosure
of Legal Proceedings Is Required Pursuant to Item
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
0
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,863
*
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
**
|
|
14.
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
*
|
Represents 1,680,863 Ordinary Shares beneficially owned
by CITIC Capital MB Investment Limited. The Reporting Person expressly disclaims beneficial ownership of 1,680,863 Ordinary Shares
owned by CITIC Capital MB Investment Limited.
|
|
**
|
Percentage calculated based on the total number of 33,203,014
Ordinary Shares outstanding as of March 31, 2018 as reported on Form 6-K of the Issuer filed on May 4, 2018.
|
CUSIP No. G21515104
Item 1. Security and Issuer
This Statement on Schedule
13D (this “
Statement
”) relates 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
”),
whose principal executive offices are located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District,
Beijing, People’s Republic of China. The Issuer’s Ordinary Share are listed on the NASDAQ Global Select Market under
the symbol “CBPO.”
Item 2. Identity and Background
(a) This
Statement is being filed by (i) CCRE Holdings Limited, a company organized under the laws of the Cayman Islands (“
CCRE
”),
(ii) CITIC Capital MB Investment Limited, a company organized under the laws of the Cayman Islands (“
CCMB
”),
and (iii) CITIC Capital Holdings Limited, a Hong Kong corporation (“
CCHL
,” together with CCRE and CCMB, the
“
Reporting Persons
”). The agreement between the Reporting Persons relating to the joint filing of this Statement
is attached as
Exhibit 1
hereto.
(b) The
address of CCRE’s registered office is 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands.
The address of CCMB’s
registered office is P.O. Box 31119, Grand Pavilion, Hisbiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
The address of CCHL’s
principal executive office is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong.
(c) The
principal activity of CCRE is investment holdings. CCRE is a wholly owned subsidiary of CCMB. The principal activity of CCMB is
investment holdings. CCMB is a wholly owned subsidiary of CCHL. CCHL is an investment management and advisory company.
Schedule A
,
attached hereto, lists the executive officers and directors of CCRE, CCMB and CCHL and contains the following information with
respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
(d) During
the past five years, neither CCRE, CCMB, CCHL nor, to the best knowledge of the Reporting Persons, any person named in
Schedule
A
, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the past five years, neither CCRE, CCMB, CCHL nor, to the best knowledge of the Reporting Persons, any person named in
Schedule
A
, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with respect to such laws.
CUSIP No. G21515104
(f) Each
of CCRE and CCMB is a corporation organized and existing under the laws of the Cayman Islands. CCHL is a corporation organized
and existing under the laws of Hong Kong.
CCRE is making this
joint filing with CCHL and CCMB because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b)
under the Act by reason of the Proposal Letter (as defined below), as described in Item 4 below.
Item 3. Source and Amount of Funds or Other Consideration
The information set
forth in or incorporated by reference in Items 4 and 5 of this statement is incorporated by reference in its entirety into this
Item 3.
Between May 21, 2018
and June 8, 2018, an affiliate of the Reporting Persons (the “
Original Purchaser
”), used approximately $145,065,698.51
(including brokerage commissions) in the aggregate to purchase 1,680,863 Ordinary Shares (the “
Shares
”). The
Shares were acquired through open market purchases. On June 14, 2018, the Original Purchaser transferred the Shares to CCMB for
$78,589,887.64.
The source of the funds
used by the Original Purchaser to acquire the Shares was its working capital. The source of funds used by CCMB to acquire the Shares
from the Original Purchaser was its working capital.
Item 4. Purpose of Transaction
On June 11, 2018, CCRE
submitted a preliminary, non-binding letter (the “
Proposal Letter
”) to the Board of Directors of the Issuer
(the “
Board
”). In the Proposal Letter, CCRE outlined its proposal (“
Proposal
”) for the Transaction
(as defined below). Under the Proposal, CCRE proposes to acquire, all of the outstanding share capital of the Issuer not already
owned by CCRE and its affiliates (collectively “
CITIC
”) for US$110 in cash per Ordinary Share (the “
Transaction
”).
In the Proposal Letter, CCRE stated that it intends to finance the Transaction with a combination of debt and equity. The Proposal
also provides that, among other things, (a) CITIC will need to conduct due diligence on the Issuer, and (b) CITIC will negotiate
with the Issuer to agree on, and enter into, definitive agreements with respect to the Transaction. In the Proposal Letter, CCRE
also expressed its willingness to welcome members of the management of the Issuer and other shareholders of the Issuer in joining
CITIC to participate in the Transaction, and at the very least, it hopes that the existing key members of management can continue
to lead the Issuer after the completion of the Transaction.
The Proposal and the
Transaction are subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements
mutually acceptable in form and substance to the Issuer and CITIC and the redemption and termination of all preferred share purchase
rights of the Issuer before any such right becomes exercisable. Neither the Issuer nor CITIC is obligated to complete the Transaction,
and a binding commitment with respect to the Transaction will result only from the execution of definitive documents, and then
will be on the terms provided in such documentation. CITIC reserves the right to withdraw the Proposal without further obligation
of any kind at any time and for any reason or no reason.
References to the
Proposal Letter in this Schedule 13D are qualified in their entirety by reference to the Proposal Letter, which is attached hereto
as an exhibit and incorporated herein by reference as if set forth in its entirety herein.
If the proposed Transaction is completed,
the Ordinary Shares would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic
reports under the Securities Exchange Act of 1934, as amended, would terminate. In addition, consummation of the proposed Transaction
could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or
disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board
of directors of the Issuer (as the surviving company in the merger), and a change in the Issuer’s memorandum and articles
of association to reflect that the Issuer would become a privately held company.
CUSIP No. G21515104
Item 5. Interest in Securities of the Issuer
The information set
forth in Item 4 hereof is hereby incorporated by reference into this Item 5.
(a), (b) The following
table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.
Reporting
Person
|
|
Amount
beneficially
owned:
(1)
(in
Ordinary Shares)
|
|
|
Percent of
class:
(2)
|
|
|
Sole power
to vote or
direct
the vote:
(in Ordinary
Shares)
|
|
|
Shared
power to
vote or to
direct
the vote:
(in Ordinary
Shares)
|
|
|
Sole power to
dispose or to
direct the
disposition of:
(in Ordinary
Shares)
|
|
|
Shared power
to dispose or
to direct the
disposition of:
(in Ordinary
Shares)
|
|
CCRE
|
|
|
1,680,863
|
(3)
|
|
|
5.1
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
CCMB
|
|
|
1,680,863
|
|
|
|
5.1
|
%
|
|
|
1,680,863
|
|
|
|
|
|
|
|
1,680,863
|
|
|
|
|
|
CCHL
|
|
|
1,680,863
|
(4)
|
|
|
5.1
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
(1)
|
Beneficial ownership is determined in
accordance with Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
|
|
(2)
|
Percentage calculated based on the total number of 33,203,014 ordinary shares outstanding as of
March 31, 2018 as reported on Form 6-K of the Issuer filed on May 4, 2018.
|
|
(3)
|
Represents 1,680,863 Ordinary Shares beneficially owned by CCMB. CCRE, CCMB and CCHL may be deemed
to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of the Proposal Letter. CCRE expressly
disclaims beneficial ownership of 1,680,863 Ordinary Shares owned by CCMB.
|
|
(4)
|
Represents 1,680,863 Ordinary Shares beneficially owned by CCMB. CCHL expressly disclaims beneficial
ownership of 1,680,863 Ordinary Shares owned by CCMB.
|
To the best of the
Reporting Persons’ knowledge, other than set forth above, there are no Ordinary Shares which are beneficially owned by any
of the persons named in response to Item 2.
(c) To
the best of the Reporting Persons’ knowledge, except with respect to the acquisition of the Shares described in Item 3 above
and as set forth in this Item 5, there have been no transactions effected with respect to any Ordinary Shares during the past 60
days by any of the persons named in response to Item 2.
CUSIP No. G21515104
(d) To
the best knowledge of the Reporting Persons, no person (other than the Reporting Persons) has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information set
forth, or incorporated by reference, in Item 4 is hereby incorporated by this reference in its entirety in this Item 6.
On June 18, 2018, the
Reporting Persons entered into to an agreement with respect to the joint filing of this Statement and any amendments thereto (the
“
Joint Filing Agreement
”). A copy of the Joint Filing Agreement is attached as
Exhibit 1
to this Statement
and is incorporated by reference herein.
Other than as described
in this Statement, to the best knowledge of the Reporting Persons there are no contracts, arrangements, understandings or relationships
among the Reporting Persons or the persons set forth on
Schedule A
, and between any such persons and any other person, with
respect to any securities of the Issuer, including but not limited to, transfer and voting of any of the securities of the Issuer,
joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power or investment
power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit No.
|
|
Document
|
|
|
|
1
|
|
Joint Filing Agreement, dated June 18, 2018, between CCRE Holdings Limited, CITIC Capital MB Investment Limited and CITIC Capital Holdings Limited.
|
|
|
|
2
|
|
Proposal Letter to the Issuer dated June 11, 2018.
|
CUSIP No. G21515104
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.
Dated: June 18, 2018
|
CCRE HOLDINGS LIMITED
|
|
|
|
|
|
By:
|
/s/ Eric Chan
|
|
Name:
|
Eric Chan
|
|
Title:
|
Director
|
|
|
|
|
|
CITIC CAPITAL MB INVESTMENT LIMITED
|
|
|
|
|
|
By:
|
/s/ Yichen Zhang
|
|
Name:
|
Yichen Zhang
|
|
Title:
|
Director
|
|
|
|
|
|
CITIC CAPITAL HOLDINGS LIMITED
|
|
|
|
|
|
By:
|
/s/ Yichen Zhang
|
|
Name:
|
Yichen Zhang
|
|
Title:
|
Director
|
CUSIP No. G21515104
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE
REPORTING PERSONS
Name
|
|
Citizenship
|
|
Present Principal Occupation or
Employment
|
|
Business Address
|
|
|
|
|
|
|
|
Zhang, Yichen
|
|
Hong Kong
|
|
Chairman, Chief Executive Officer &
Director - CCHL, Director-CCMB
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Matsukawa, Rikizo
|
|
Japan
|
|
Managing Director – CCHL, Japan Private Equity
|
|
10/F, Hirakawacho Mori Tower, 2-16-1 Hirakawacho, Chiyoda-ku, Tokyo 102-0093, Japan
|
|
|
|
|
|
|
|
Chew, Boon Lian
|
|
Singapore
|
|
Senior Managing Director – CCHL, Managing Partner of CITIC Capital Partners
|
|
22/F, Raffles City Beijing Office Tower, 1 Dongzhimen South Street, Dongcheng District, Beijing 100007, China
|
|
|
|
|
|
|
|
Fung Yee Man, Annie
|
|
Britain
|
|
Chief Operating Officer & Senior Managing Director – CCHL
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Chan, Kai Kong
|
|
Singapore
|
|
Chief Financial Officer & Senior Managing Director – CCHL, Director-CCMB and CCRE
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Zhang, Haitao
|
|
China
|
|
President, Head of Asset Management & Director – CCHL
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Al-Hammadi, Ahmed Ali H A
|
|
Qatar
|
|
Head of Fund Investments – Qatar Investment Authority, Director – CCHL
|
|
5th Floor, Q-Tel Tower, Diplomatic St,
PO Box 23224, Doha, Qatar
|
|
|
|
|
|
|
|
Lai, Jimmy Chi Ming
|
|
Hong Kong
|
|
General Manager – Tenpay, Director – CCHL
|
|
11/F, Tencent Building, Kejizhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen, People’s Republic of China
|
|
|
|
|
|
|
|
Chen, I-hsuan
|
|
Taiwan
|
|
Senior Assistant Vice President – Fubon Life Insurance Co., Ltd., Director – CCHL
|
|
9F, No. 108, Section 1, Dunhua South Road, Taipei, 10557, Taiwan, R.O.C.
|
|
|
|
|
|
|
|
Mitchell, James Gordon
|
|
Britain
|
|
Chief Strategy Officer & Senior Executive Vice President – Tencent Holdings Limited, Director – CCHL
|
|
29F, Three Pacific Place, Wanchai, Hong Kong
|
CUSIP No. G21515104
DIRECTORS AND EXECUTIVE OFFICERS OF THE
REPORTING PERSONS
Name
|
|
Citizenship
|
|
Present Principal Occupation or
Employment
|
|
Business Address
|
|
|
|
|
|
|
|
Lin, Yun-Ku
|
|
Taiwan
|
|
President – Fubon Financial Holding Venture Capital Corp., Director – CCHL
|
|
9F, No. 108, Section 1, Dunhua South Road, Taipei, 10557, Taiwan, R.O.C.
|
|
|
|
|
|
|
|
Al-Sowaidi Mohammed, Saif SS
|
|
Qatar
|
|
Head (New York) – Qatar Investment Authority, Director – CCHL
|
|
5th Floor, Q-Tel Tower, Diplomatic St,
PO Box 23224, Doha, Qatar
|
|
|
|
|
|
|
|
Qian, Guorong
|
|
China
|
|
Vice Chairman , President – CITIC Capital Equity Investment (Tianjin)
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Cheung, Miu
|
|
Australia
|
|
Senior Managing Director & Managing Partner of Structured Investment & Finance – CCHL
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Ching, Hiu Yuen
|
|
Hong Kong
|
|
Senior Managing Director & Managing Partner of Real Estate – CCHL
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Wong, Yong Kai
|
|
Singapore
|
|
Managing Director & Co-General Counsel – CCHL
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Pan, Hongyan
|
|
China
|
|
Director-CCMB
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|
|
|
|
|
|
|
|
Liu, Mo
|
|
China
|
|
Director-CCMB and CCRE
|
|
28/F. CITIC Tower,
1 Tim Mei Avenue,
Central, Hong Kong
|