Amended Statement of Beneficial Ownership (sc 13d/a)
January 24 2020 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
China
Biologic Products Holdings, Inc.
(Name of Issuer)
Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
G21515104
(CUSIP Number)
George Chen
PW Medtech Group Limited
Building 1, No. 23 Panlong West Road
Pinggu District, Beijing
People’s Republic of China
+86 10 8478 3617
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January
23, 2020
(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.
PW
Medtech Group Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (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)
BK
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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
6,321,000
ordinary shares(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
6,321,000
ordinary shares(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,321,000
ordinary shares(1)
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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)
16.44%(2)
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14.
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Type
of Reporting Person (See Instructions)
CO
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(1)
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1,000,000
Ordinary Shares will be sold to Beachhead Holdings Limited pursuant to a share purchase
agreement dated September 18, 2019. Please refer to Item 4 for a brief description of
such share purchase agreement.
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(2)
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Percentage
calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September
30, 2019 as provided in the Issuer’s Form 6-K filed on November 13, 2019.
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CUSIP
No. G21515104
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1.
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Names
of Reporting Persons.
Cross
Mark Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (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
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
2,316,647
ordinary shares
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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
2,316,647
ordinary shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,316,647
ordinary shares
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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)
6.03%(1)
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14.
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Type
of Reporting Person (See Instructions)
CO
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(1)
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Percentage
calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September
30, 2019 as provided in the Issuer’s Form 6-K filed on November 13, 2019.
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CUSIP
No. G21515104
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1.
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Names
of Reporting Persons.
Liu
Yufeng
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (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
New
Zealand
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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
2,316,647
ordinary shares
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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
2,316,647
ordinary shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,316,647
ordinary shares
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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)
6.03%(1)
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14.
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Type
of Reporting Person (See Instructions)
IN
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(1)
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Percentage
calculated based on 38,446,969 Ordinary Shares issued and outstanding as of September
30, 2019 as provided in the Issuer’s Form 6-K filed on November 13, 2019.
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Introduction
This Amendment No.4 to Schedule 13D (this
“Amendment No.4”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange
Commission (the “Commission”) on January 10, 2018, as amended and supplemented by the Amendment No. 1 filed
under Schedule 13D/A on August 27, 2018, the Amendment No. 2 filed under Schedule 13D/A on September 24, 2018 and the Amendment
No. 3 filed under Schedule 13D/A on September 19, 2019 (the “Original Schedule 13D”), by each of PW Medtech
Group Limited (“PWM”), Cross Mark Limited (“Cross Mark”), and Ms. Liu Yufeng (the “Reporting
Persons”) and relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman
Islands (the “Issuer”).
Except as provided herein, this Amendment
No.4 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined
in this Amendment No.4 have the means ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is
hereby supplemented by inserting the following after the last paragraph thereof:
On January 23, 2020, PWM, the other existing
Initial Consortium Members, Double Double and Point Forward Holdings Limited (“Point Forward”) entered into
the Amendment No. 1 To Consortium Agreement (the “Amendment No. 1 To Consortium Agreement”) to reflect, among
others, certain changes in the Rollover Securities held by the members of the Buyer Consortium and their respective affiliates
as a result of certain share transfer transactions among certain shareholders of the Issuer other than PWM.
In connection with the entry into
the Amendment No. 1 To Consortium Agreement, the Board granted PWM and other relevant parties waivers, which provided that,
among others, PWM and other relevant parties are permitted to enter into the Amendment No. 1 To Consortium Agreement.
References to the Amendment No. 1 To Consortium
Agreement in this Amendment No. 4 are qualified in their entirety by reference to the Amendment No. 1 To Consortium Agreement,
a copy of which are attached hereto as Exhibit 10 incorporated herein by reference in its entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of Issuer.
Item 6 of the Original Schedule 13D is
hereby amended and supplemented by inserting the following paragraph before the last paragraph thereof:
The descriptions of the principal terms
of the Amendment No. 1 To Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and
supplemented by adding the following at the end thereof:
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Exhibit 10*
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Amendment
No. 1 To Consortium Agreement dated January 23, 2020 by and among PWM, the other Initial Consortium Members, Double Double and
Point Forward.
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*Filed herewith
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: January 24, 2020
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PW MEDTECH GROUP LIMITED
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By:
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/s/ Yue’e Zhang
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Name:
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Yue’e Zhang
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Title:
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Executive Director and Chief Executive Officer
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CROSS MARK LIMITED
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By
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/s/ Liu Yufeng
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Name:
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Liu Yufeng
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Title:
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Director
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LIU YUFENG
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By
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/s/ Liu Yufeng
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