Amended Statement of Beneficial Ownership (sc 13d/a)
May 05 2020 - 8:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 6)*
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)
May 5, 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 (as amended from time to time). 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. 6 to Schedule 13D (this
“Amendment No.6”) 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, the Amendment No. 4 filed under Schedule 13D/A on January 24, 2020 and the
Amendment No. 5 filed under Schedule 13D/A on March 20, 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.6 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined
in this Amendment No.6 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 May 4, 2020, in order to enable discussions
and negotiations among members of the Buyer Consortium and the management members of the Issuer or its subsidiaries regarding
the potential treatment of the equity securities of the Issuer beneficially owned by such management members in connection with
the Transaction, the board of directors of the Issuer (the “Board”) has granted to members of the Buyer Consortium
and other applicable parties a waiver from complying with certain restrictions as agreed under (i) those certain investor rights
agreements entered into by and between the Issuer and each of PWM, Beachhead, CITIC Capital MB Investment Limited (an affiliate
of CITIC Capital) and HH China Bio Holdings LLC (an affiliate of Hillhouse), respectively, and (ii) those certain confidentiality
agreements, dated as of October 20, 2019, entered into by and between the Issuer and each of PWM, Beachhead, CITIC Capital, Hillhouse
and Temasek, respectively. The Board has also determined, among other things, that parties to such waiver letter, such management
members of the Issuer and their respective affiliates will not be deemed to be an “Acquiring Person” under the Issuer’s
currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be
otherwise triggered. The waiver will expire on May 18, 2020.
On May 5, 2020, PWM and Beachhead entered
into an Amendment No. 2 to Share Purchase Agreement (the “SPA Amendment No. 2”), pursuant to which PWM and Beachhead
agreed to, among others, waive the closing condition under the PWM SPA that a definitive agreement for the Transaction shall have
been entered into.
On May 5, 2020, (i) Beachhead, Point
Forward Holdings Limited (an affiliate of Beachhead, “Point Forward”) and PWM entered into an assignment
agreement (the “Point Forward Assignment Agreement”), pursuant to which Beachhead assigned its rights and
obligations with respect to the purchase of 385,000 Ordinary Shares under the PWM SPA to Point Forward; and (ii) Beachhead,
Double Double Holdings Limited (an affiliate of Beachhead, “Double Double”) and PWM entered into an
assignment agreement (the “Double Double Assignment Agreement,” and together with the Point Forward
Assignment Agreement, the “Assignment Agreements” collectively), pursuant to which Beachhead assigned its
rights and
obligations with respect to the purchase of 615,000 Ordinary Shares under the PWM SPA to Double Double.
References to the SPA Amendment No. 2
in this Amendment No. 6 are qualified in their entirety by reference to the SPA Amendment No. 2, a copy of which is attached hereto
as Exhibit 12 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 SPA Amendment No. 2 and Assignment Agreements 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 12*
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Amendment No. 2 to Share Purchase Agreement dated May 5, 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: May 5, 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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