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
1.
|
|
Names of Reporting Persons.
Beachhead 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)
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
3,600,262 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,600,262 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,600,262 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)
9.1%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
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)
¨
|
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
3,010,055 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,010,055 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,010,055 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)
7.6%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
PN
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
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)
¨
|
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
3,010,055 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,010,055 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,010,055 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)
7.6%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
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)
¨
|
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
590,207 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
590,207 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
590,207 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)
1.5%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
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)
¨
|
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
590,207 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
590,207 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
590,207 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)
1.5%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
1.
|
|
Names of Reporting Persons.
Centurium Holdings Ltd.
|
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)
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
3,600,262 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,600,262 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,600,262 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)
9.1%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
1.
|
|
Names of Reporting Persons.
Centurium Holdings (BVI) Ltd.
|
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)
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
3,600,262 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,600,262 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,600,262 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)
9.1%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
1.
|
|
Names of Reporting Persons.
Hui Li
|
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)
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
3,600,262 ordinary shares (See Item
5)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,600,262 ordinary shares (See Item
5)
|
11.
|
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,600,262 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)
9.1%
(1)
|
14.
|
|
Type of Reporting Person
(See Instructions)
IN
|
|
(1)
|
Percentage
calculated based on 39,361,316 Ordinary Shares issued and outstanding as of September
30, 2018 as provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
Pursuant to Rule 13d-2 promulgated under
the U.S. Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), this Schedule 13D/A (this “
Amendment
No. 1
”) amends and supplements the Schedule 13D filed on September 4, 2018 (the “
Original 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
”).
This Amendment No. 1 is being filed to
report purchases of additional Shares in the open market in multiple transactions.
Except as specifically provided herein,
this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. All capitalized
terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is
hereby amended and restated in its entirety to read as follows:
This Schedule is being jointly filed by
the following persons pursuant to Rule 13d-1(k) promulgated under Exchange 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) Centurium
Capital Partners 2018, L.P., a limited partnership incorporated under the laws of the Cayman Islands, the shareholder of Beachhead
(the “
CCP 2018
”);
3) 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
”);
4) Centurium
Capital 2018 Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands, the shareholder of Beachhead
(the “
CCCI 2018
”);
5) 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
”);
6) 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
”);
7) 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
8) Mr. Hui Li, a Hong Kong citizen and
sole shareholder and director of Centurium TopCo (“
Mr. Li
”, and together with Beachhead, CCP 2018, Centurium
GP, CCCI 2018, Centurium SLP-B, Centurium GP Holdco and Centurium TopCo, the “
Reporting Persons
”).
The address of the principal business
and principal office of each of the Reporting Persons, other than Centurium Holdings (BVI) Ltd. and Mr. Hui Li, is PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of principal business and principal office of Centurium Holdings
(BVI) Ltd. is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of principal business and
principal office of Mr. Hui Li is 22th Floor, Building A1, Central Park Plaza, No.10 Yard, Chaoyang Park South Road, Chaoyang
District, Beijing 100026, China.
The principal business of Breachhead 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 the board
of each of Beachhead and the General Partner. He is the chief finance officer of the management company of CCP 2018 and CCCI 2018.
He is a Hong Kong citizen and his business address is 22th Floor, Building A1, Central Park Plaza, No.10 Yard, Chaoyang Park South
Road, Chaoyang District, Beijing 100026, China.
Beachhead is the record holder of certain
Ordinary Shares described 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.
On November 5, 2018, CCP
2018 transferred its approximately 16.4% equity interests in Beachhead to CCCI 2018. After such transfer, Beachhead is
approximately 83.6% owned by CCP 2018 and approximately 16.4% owned by CCCI 2018.
Item 3. Source and Amount of Funds or
Other Consideration.
Item 3 of the Original Schedule 13D is
hereby amended and supplemented by adding the following at the end thereof:
Between November 6, 2018 and November
16, 2018, Beachhead made open market purchases of an aggregate of 550,262 Ordinary Shares for an aggregate consideration
of $38,833,889.34 (excluding brokerage commissions).
Beachhead obtained the funds used to acquire
such Ordinary Shares from capital contributions from its shareholders.
Item 5. Interest in Securities of the
Issuer.
Item 5 of the Original 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 (2)
|
|
Beachhead
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
9.1
|
%
|
CCP 2018
(1)
|
|
|
0
|
|
|
|
3,010,055
|
|
|
|
3,010,055
|
|
|
|
3,010,055
|
|
|
|
7.6
|
%
|
Centurium GP
(1)
|
|
|
0
|
|
|
|
3,010,055
|
|
|
|
3,010,055
|
|
|
|
3,010,055
|
|
|
|
7.6
|
%
|
CCCI 2018
(1)
|
|
|
0
|
|
|
|
590,207
|
|
|
|
590,207
|
|
|
|
590,207
|
|
|
|
1.5
|
%
|
Centurium SLP-B
(1)
|
|
|
0
|
|
|
|
590,207
|
|
|
|
590,207
|
|
|
|
590,207
|
|
|
|
1.5
|
%
|
Centurium GP Holdco
(1)
|
|
|
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
9.1
|
%
|
Centurium TopCo
(1)
|
|
|
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
9.1
|
%
|
Mr. Li
(1)
|
|
|
0
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
3,600,262
|
|
|
|
9.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Beachhead is approximately 83.6% owned by CCP 2018 and approximately 16.4% owned
by CCCI 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.
|
|
(2)
|
The percentages used herein are calculated
based on 39,361,316 Ordinary Shares issued and outstanding as of September 30, 2018 as
provided in the Issuer’s Form 6-K filed on November 1, 2018.
|
Each of CCP 2018, Centurium GP, CCCI 2018,
Centurium SLP-B, Centurium GP Holdco, Centurium TopCo and Mr. Li disclaims beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of all the Ordinary Shares.
(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.
(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 Schedule.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1
|
|
Joint Filing Agreement dated November 19, 2018 by the
Reporting Persons
|
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 19, 2018
BEACHHEAD 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
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Title:
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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:
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HUI LI
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Title:
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Director
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CENTURIUM CAPITAL 2018 CO-INVEST, L.P.
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By:
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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:
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HUI LI
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Title:
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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:
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HUI LI
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Title:
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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:
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HUI LI
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Title:
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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:
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HUI LI
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Title:
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Director
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