CBPO China Bioligic Products Holdings Inc

SCHEDULE 13D

Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 6”) 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 and by Amendment No. 5 filed on March 12, 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. 6 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 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:

Between March 11, 2019 and March 13, 2019, Beachhead made open market purchases of an aggregate of 245,536 Ordinary Shares for an aggregate consideration of $21,036,049.65 (excluding brokerage commissions), pursuant to the Rule 10b5-1 Plan using funds from capital contributions from its shareholders.

Beachhead, together with PW Medtech Group Limited (“PWM”), Parfield International Ltd. (“Parfield”), CITIC Capital China Partners IV, L.P. (“CITIC Capital”), HH Sum-XXII Holdings Limited (“Hillhouse”) and V-Sciences Investments Pte Ltd (“Temasek,” together with Beachhead, PWM, Parfield, CITIC Capital and Hillhouse, each, an “Initial Consortium Member,” and together with any additional parties who may, after the date thereof, join the Consortium Agreement (as defined below) in accordance with the terms thereof (the “Additional Parties”), collectively, the “Buyer Consortium”) anticipates that, at the price per Ordinary Share set forth in the Proposal (as defined in Item 4 below), approximately $1.93 billion would be expended in acquiring all of the Ordinary Shares owned by shareholders of the Issuer other than the members of the Buyer Consortium and their respective affiliates.

It is anticipated that the funding for the Transaction (as described in Item 4 below) will be provided by a combination of debt and equity financing. The equity financing will be provided by the members of the Buyer Consortium in the form of cash and through the rollover of certain amount of the equity interests in the Issuer held by the members of the Buyer Consortium and their respective affiliates (such equity interests referred to in the foregoing clause, collectively, the “Rollover Securities”). Debt financing, if used, will be primarily provided by one or more third party financial institutions.

Item 4. Purpose of Transaction.

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

In connection with the submission of the Proposal by the Buyer Consortium and the Transaction, on September 18, 2019, the Board granted to Beachhead, PWM, CITIC Capital and HH China Bio Holdings LLC (an affiliate of Hillhouse) a waiver from complying with certain restrictions as agreed under the investor rights agreements entered into by each of such persons and the Issuer, respectively, solely for the purpose of the Proposal and the Transaction and for a period from the effectiveness of such waiver to the earlier of (i) 12 months therefrom, and (ii) the entry into the definitive agreement for the Transaction as recommended by the Special Committee (as defined below) and approved by the Board. The Board has also determined that each member of the Buyer Consortium shall be an “exempt person” under the Issuer’s currently effective preferred shares rights agreement.

On September 18, 2019, the Initial Consortium Members entered into a consortium agreement (the “Consortium Agreement”), pursuant to which each member of the Buyer Consortium has agreed, among other things, to (i) cooperate with other members of the Buyer Consortium in good faith in arranging financing; engaging advisors and preparing definitive documentation in connection with an acquisition transaction (the “Transaction”) with respect to the Issuer as contemplated by the Proposal (as defined below), (ii) for a period of 12 months after the date of the Consortium Agreement, work exclusively with each other with respect to the Transaction and vote all equity securities held or otherwise beneficially owned by it or its affiliates in the Issuer in favor of the authorization and approval of the Transaction and any definitive documentation in connection therewith, and (iii) cancel the Rollover Securities for no consideration and subscribe for certain number of newly issued shares of a new company to be formed by the Buyer Consortium.

On September 18, 2019, the Buyer Consortium submitted a non-binding preliminary proposal (the “Proposal”) to the Board. In the Proposal, the Buyer Consortium proposed to acquire all of the outstanding Ordinary Shares of the Issuer (other than the Rollover Securities) for $120 per share in cash. The Proposal also provided that, among other things, the Buyer Consortium would (a) conduct customary due diligence on the Issuer and (b) negotiate and execute definitive agreements with respect to the Transaction that would provide for representations, warranties, covenants and conditions that would be typical, customary and appropriate for transactions of this type. The Proposal further stated that the Buyer Consortium expected that the Board would set up a special committee (the “Special Committee”) comprised of independent and disinterested directors and that the Special Committee will consider the Proposal and make a recommendation to the Board.

On September 18, 2019, Beachhead entered into a share purchase agreement (the “PWM SPA”) with PWM, pursuant to, and subject to the terms and conditions of, which PWM shall sell to Beachhead, and Beachhead shall purchase from PWM, 1,000,000 Ordinary Shares (the “PWM Sale Shares”) at the per share purchase price of $101.00 (the “PWM Purchase Price”). In the event that (i) the Transaction is consummated and (ii) the per share price set forth in the definitive agreement for the Transaction (the “Buyer Consortium Take-Private Consideration”) is greater than the PWM Purchase Price, Beachhead shall pay PWM an amount equal to the product of (i) the number the PWM Sale Shares multiplied by (ii) the excess of (A) the Buyer Consortium Take-Private Consideration over (B) the PWM Purchase Price. In addition, in the event that (i) the definitive agreement for the Transaction is executed but subsequently terminated, (ii) the Buyer Consortium Take-Private Consideration is greater than the PWM Purchase Price and (iii) another take-private transaction involving the Company other than the Transaction is consummated within 12 months from such termination and none of the Ordinary Shares held by Beachhead is rolled over in such transaction, Beachhead shall pay PWM an amount equal to the product of (i) the number of the PWM Sale Shares multiplied by (ii) the excess of (A) the Buyer Consortium Take-Private Consideration (although not consummated) over (B) the PWM Purchase Price. Neither PWM nor Beachhead may assign their rights or obligations under the PWM SPA without prior written consent of the other party, except that Beachhead may assign its rights and obligations thereunder to its affiliates without prior written consent of PWM.

On September 18, 2019, Beachhead entered into a share purchase agreement (the “Parfield SPA”) with Parfield and Amplewood Resources Ltd. (“Amplewood”), pursuant to, and subject to the terms and conditions of, which Parfield and/or Amplewood shall sell to Beachhead, and Beachhead shall purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares (the “Parfield Sale Shares”) at the per share purchase price of $101.00 (the “Parfield Purchase Price”). In the event that (i) the Transaction is consummated and (ii) the Buyer Consortium Take-Private Consideration is greater than the Parfield Purchase Price, Beachhead shall pay Parfield and/or Amplewood an amount equal to the product of (i) the number of the Parfield Sale Shares multiplied by (ii) the excess of (A) the Buyer Consortium Take-Private Consideration over (B) the Parfield Purchase Price. In addition, in the event that the Transaction is not consummated, Parfield and/or Amplewood shall purchase from Beachhead, and Beachhead shall re-sell back to Parfield and/or Amplewood, the Parfield Sale Shares for the same aggregate Parfield Purchase Price. None of Parfield, Amplewood and Beachhead may assign their rights or obligations under the Parfield SPA without prior written consent of the other parties, except that Beachhead may assign its rights and obligations thereunder to its affiliates without prior written consent of Parfield or Amplewood.

If the Transaction is carried out and consummated, the Ordinary Shares of the Issuer will no longer be traded on the NASDAQ Global Market and the registration of the Ordinary Shares of the Issuer under Section 12 of the Act is expected to be terminated. No assurance can be given that any definitive agreement will be entered into or the Transaction will be consummated. The Proposal provides that it does not constitute any binding commitment with respect to the Transaction and that a binding commitment will result only from the execution of definitive agreements based on the terms and conditions therein.

References to the Consortium Agreement and the Proposal in this Amendment No. 6 are qualified in their entirety by reference to the Consortium Agreement, the Proposal, the PWM SPA and the Parfield SPA, copies of which are attached hereto as Exhibits 1, 2, 3 and 4 incorporated herein by reference in their 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:

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. 6 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.

(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. 6.

(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:

The descriptions of the principal terms of the Consortium Agreement, the Proposal, the PWM SPA and the Parfield SPA under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1 Consortium Agreement dated September 18, 2019 by among the Initial Consortium Members

Exhibit 2 Proposal from the Buyer Consortium to the Board dated September 18, 2019 (incorporated by reference to Annex A of Exhibit 99.1 of the Form 6-K furnished to the SEC by the Issuer on September 19, 2019)

Exhibit 3 Share Purchase Agreement dated September 18, 2019 by and between Beachhead and PWM

Exhibit 4 Share Purchase Agreement dated September 18, 2019 by and among Beachhead, Parfield and Amplewood

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.