Amended Statement of Beneficial Ownership (sc 13d/a)
March 20 2020 - 8:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
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)
March
17, 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
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)
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)
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)
16.43%(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 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as provided in the Issuer’s
Form 20-F filed on March 12, 2020.
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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)
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
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)
6.02%(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 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as provided in the Issuer’s
Form 20-F filed on March 12, 2020.
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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)
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
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)
6.02%(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 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as provided in the Issuer’s
Form 20-F filed on March 12, 2020.
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Introduction
This Amendment No. 5 to Schedule 13D (this
“Amendment No.5”) 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, the Amendment No.
3 filed under Schedule 13D/A on September 19, 2019 and the Amendment No. 4 filed under Schedule 13D/A on January 24, 2020 (the
“Original Schedule 13D”), by each of PW Medtech Group Limited (“PWM”), Cross Mark Limited
(“Cross Mark”), and Ms. Liu Yufeng (together with PWM and Cross Mark, the “Reporting Persons”)
relating 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.5 does not modify any of the information previously
reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.5 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 March 17, 2020, PWM and Beachhead entered
into an Amendment No. 1 to Share Purchase Agreement (the “SPA Amendment No. 1”), pursuant to which the PWM SPA
is amended to the effect that the date (the “Long Stop Date”) on which either PWM or Beachhead can terminate
the PWM SPA pursuant to its terms if closing of the transactions contemplated under the PWM SPA has not occurred by such date is
extended from March 18, 2020 to June 30, 2020, and that such Long Stop Date can be further extended upon the mutual written consent
of PWM and Beachhead.
References to the SPA Amendment No. 1
in this Amendment No. 5 are qualified in their entirety by reference to the SPA Amendment No. 1, a copy of which is attached hereto
as Exhibit 11 incorporated herein by reference in its entirety.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 of the Original Schedule 13D
is hereby amended and restated in its entirety to read as follows:
(a)-(b) See Items 11 and 13 of the
cover pages to this Schedule for the aggregate number and percentage of Ordinary Shares that are beneficially owned by each
Reporting Person as of the date hereof. See Items 7 through 10 of the cover pages to this Schedule for the number of Ordinary
Shares that are beneficially owned by each Reporting Person as of the date hereof as to which there is sole or shared power
to vote or direct the vote, and sole or shared power to dispose or direct the disposition. In addition, because of the
arrangements in the Consortium Agreement, the parties to that agreement are deemed to have formed a “group” for
purposes of Section 13(d)(3) of the Act which is deemed to beneficially own an aggregate of 26,374,631 Ordinary Shares as of
the date hereof, representing approximately 68.54% of the total Ordinary Shares outstanding as of March 9, 2020 as provided
in the Issuer’s Form 20-F filed on March 12, 2020. Neither the filing of this Amendment No.5 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 Ordinary Shares beneficially owned in the aggregate by Beachhead, 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.
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 SPA Amendment No. 1 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:
Exhibit 11*
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Amendment No. 1 to Share Purchase Agreement dated March 17, 2020 by and between PWM and Beachhead.
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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: March 20, 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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