UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 8)
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
(Name of the Issuer)
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China Biologic Products Holdings,
Inc.
CBPO Holdings Limited
CBPO Group Limited
Beachhead Holdings Limited
Double Double Holdings Limited
Point Forward Holdings Limited
Centurium Capital Partners 2018,
L.P.
Centurium Capital 2018 Co-invest,
L.P.
CCM CB I, L.P.
2019B Cayman Limited
CITIC Capital China Partners
IV, L.P.
CC China (2019B) L.P.
Parfield International Ltd.
Amplewood Resources Ltd.
Marc Chan
HH SUM-XXII Holdings Limited
HH China Bio Holdings LLC
Biomedical Treasure Limited
Biomedical Future Limited
Biomedical Development Limited
TB MGMT Holding Company Limited
TB Executives Unity Holding
Limited
TB Innovation Holding Limited
Joseph Chow
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(Names of Persons Filing Statement)
Ordinary
Shares, par value US$0.0001 per share
(Title of Class of Securities)
G21515104
(CUSIP Number)
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China
Biologic Products Holdings, Inc.
18th Floor, Jialong International
Building,
19 Chaoyang Park Road,
Chaoyang
District, Beijing, 100125
People’s Republic of China
Tel:
86-10-6598-3111
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CBPO
Holdings Limited
CBPO Group
Limited
PO Box 309,
Ugland House
Grand Cayman,
KY1-1104
Cayman Islands
c/o Suite
1008, Two Pacific Place
88 Queensway,
Admiralty
Hong Kong
Tel:
+852 3643 0755
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Andrew Chan
Centurium Capital
Management Ltd.
Suite 1008,
Two Pacific Place
88 Queensway, Admiralty
Hong Kong
+852 3643 0755
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Eric Chan
CITIC Capital Holdings Limited
28/F, CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
+852 3710 6889
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Parfield International Ltd.
Unit No. 21E, 21st Floor, United
Centre
95 Queensway, Admiralty
Hong Kong
+852 2122 8902
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Richard A. Hornung
Hillhouse Capital Advisors, Ltd.
20 Genesis Close
George Town, Grand Cayman
KY1-1103 Cayman Islands
+ 345 749 8643
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Joseph Chow
18th Floor, Jialong International
Building, 19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China
+86 (10) 6598-3000
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
With copies to:
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Howard
Zhang, Esq.
Davis Polk & Wardwell LLP
2201, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, People’s Republic of China
Telephone: (+86) 10 8567 5000
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Sarkis Jebejian,
Esq.
Joshua N. Korff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
+1 212 446 4800
Gary Li, Esq.
Xiaoxi Lin, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower, The
Landmark
15 Queen’s Road Central,
Hong Kong
+852 3761 3300
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Frank
Sun, Esq.
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
+852 2912 2512
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Christopher
H. Cunningham, Esq.
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Phone: +1 (206) 370 7639
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Tim Gardner, Esq.
William Welty, Esq.
Weil, Gotshal & Manges
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
+852 3476 9000
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Yang
Cha, Esq.
18th Floor, Jialong International
Building, 19 Chaoyang Park Road
Chaoyang District, Beijing 100125
People’s Republic of China
+86 (10) 6598
3035
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This statement is filed in connection with (check the appropriate
box):
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¨
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The filing
of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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¨
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The filing of a registration
statement under the Securities Act of 1933.
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¨
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A tender offer
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x
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None of the above
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment
reporting the results of the transaction: ¨
Calculation of Filing Fee
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Transactional
Valuation*
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Amount
of Filing Fee**
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US$2,575,765,860
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US$286,377.12
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* Calculated solely for the purpose
of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The Transaction
Valuation is calculated based on (i) the purchase by Beachhead Holdings Limited (“Beachhead”) from PW Medtech Group
Limited (“PWM”) of 1,000,000 ordinary shares, par value US$0.0001 per share (each, an “Ordinary Share”)
of China Biologic Products Holdings, Inc. at US$120.00 per Ordinary Share, (ii) the purchase by Beachhead from Parfield International
Ltd. (“Parfield”) and/or Amplewood Resources Ltd. of 700,000 Ordinary Shares at US$120.00 per Ordinary Shares, (iii)
the purchase by 2019B Cayman Limited (“2019B Cayman”) from Double Double Holdings Limited (“Double Double”)
of 266,533 Ordinary Shares at US$120.00 per Ordinary Share, (iv) the purchase by HH SUM-XXII Holdings Limited from Double Double
of 210,876 Ordinary Shares at US$120.00 per Ordinary Share, (v) the purchase by V-Sciences Investments Pte Ltd from Double Double
of 250,000 Ordinary Shares at US$120.00 per Ordinary Share, (vi) the purchase by Biomedical Treasure Limited from PWM of 3,750,000
Ordinary Shares at US$120.00 per Ordinary Share, (vii) the purchase by Biomedical Future Limited from PWM of 660,833 Ordinary
Shares at US$120.00 per Ordinary Share, (viii) the purchase by 2019B Cayman from PWM of 910,167 Ordinary Shares at US$120.00 per
Ordinary Share, (ix) the purchase by Biomedical Development Limited from Double Double of 775,000 Ordinary Shares at US$120.00
per Ordinary Share, (x) the purchase by 2019B Cayman from Parfield of 300,000 Ordinary Shares at US$120.00 per Ordinary Share,
and (xi) the sum of (a) the aggregate cash payment for the proposed per share cash payment of US$120.00 for the 12,224,002 issued
and outstanding Ordinary Shares subject to the proposed merger of CBPO Group Limited with and into the issuer, plus (b) the product
of 30,000 Ordinary Shares underlying outstanding options multiplied by US$110.61 per share (which is the difference between the
US$120.00 per share merger consideration and the weighted average exercise price of US$9.39 per share for the options), plus (c)
the product of 132,459 Ordinary Shares underlying the restricted share awards multiplied by US$120.00 per share, plus (d) the
product of 257,193 Ordinary Shares underlying the restricted share units multiplied by US$120.00 per share.
** The amount of the filing fee, calculated
in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Years
2020 and 2021, was calculated by multiplying the applicable portions of the Transaction Valuation by 0.0001298 and 0.0001091,
respectively.
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid: US$286,377.12
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Filing
Party: Centurium Capital Partners 2018, L.P.
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Form
or Registration No.: Schedule 13E-3
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Date
Filed: February 14, 2020, November 10, 2020 and December 18, 2020
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Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed
upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction
statement on schedule 13e-3. Any representation to the contrary is a criminal offense.
Table
of Contents
INTRODUCTION
This Amendment No. 8 to Rule 13e-3
transaction statement on Schedule 13E-3, together with the exhibits and annexes hereto (this “Schedule 13E-3”), is
being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing
Person,” and collectively, the “Filing Persons”): (a) China Biologic Products Holdings, Inc., an exempted company
with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary
shares, par value US$0.0001 per share (each, an “Ordinary Share” and collectively, the “Ordinary Shares”),
that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) CBPO Holdings Limited, an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (c) CBPO Group Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger
Sub”); (d) Beachhead Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman
Islands (“Beachhead”); (e) Double Double Holdings Limited, an exempted company incorporated with limited liability
under the laws of the Cayman Islands (“Double Double”); (f) Point Forward Holdings Limited, an exempted company incorporated
with limited liability under the laws of the Cayman Islands (“Point Forward”); (g) Centurium Capital Partners 2018,
L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCP 2018”); (h) Centurium Capital
2018 Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCCI 2018”); (i) CCM
CB I, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCM CB I” and, together with
Beachhead, Double Double, Point Forward, CCP 2018 and CCCI 2018, the “Centurium Filing Persons”); (j) 2019B Cayman
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“2019B Cayman”);
(k) CITIC Capital China Partners IV, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CCCP
IV”); (l) CC China (2019B) L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“CCC
Co-Investment” and, together with 2019B Cayman and CCCP IV, the “CITIC Filing Persons”); (m) Parfield International
Ltd., a British Virgin Islands company (“Parfield”); (n) Amplewood Resources Ltd., a British Virgin Islands company
(“Amplewood”); (o) Marc Chan, a Canadian citizen (together with Parfield and Amplewood, the “Parfield Filing
Persons”); (p) HH China Bio Holdings LLC, a Cayman Islands limited liability company (“HH China Bio Holdings”);
(q) HH SUM-XXII Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands
(“HH Sum” and, together with HH China Bio Holdings, the “Hillhouse Filing Persons”); (r) Biomedical Treasure
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Treasure”);
(s) Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical
Future”); (t) Biomedical Development Limited, an exempted company with limited liability incorporated under the laws of
the Cayman Islands (“Biomedical Development”); (u) TB MGMT Holding Company Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands (“TB MGMT”); (v) TB Executives Unity Holding Limited,
an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TB Executives”); (w)
TB Innovation Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“TB
Innovation”); and (x) Mr. Joseph Chow, a citizen of the United States of America, the
chairman of the board of directors and the chief executive officer of the Company (“Mr. Chow” and, together
with Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation, collectively, the
“Management Filing Persons”).
On November 19, 2020, Parent, Merger
Sub and the Company entered into an agreement and plan of merger (the “merger agreement”) providing for the merger
of Merger Sub with and into the Company (the “merger”) in accordance with Part XVI of the Companies Act (2021 Revision)
of the Cayman Islands (the “Cayman Islands Companies Act”), with the Company continuing as the surviving company (the
“surviving company”) and a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement,
if the merger is completed, at the effective time of the merger, each Ordinary Share issued and outstanding immediately prior
to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive US$120.00 per share
in cash, without interest and net of any applicable withholding taxes, except for (a) Ordinary Shares held by the Company as treasury
shares or by any direct or indirect subsidiary of the Company, which will be cancelled and cease to exist without consideration,
(b) Ordinary Shares held by Parent or any direct or indirect subsidiary of Parent (including Ordinary Shares to be contributed
by the Rollover Securityholders (as defined below) to Parent immediately prior to or at the effective time of the merger pursuant
to the Support Agreement (as defined below)), which will be, at Parent’s option, cancelled and cease to exist without consideration
or converted into the same number of shares of the surviving company, and (c) Ordinary Shares owned by holders who have validly
exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Cayman
Islands Companies Act (the “Dissenting Shares”), which will be cancelled and cease to exist and each holder thereof
will be entitled to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 238
of the Cayman Islands Companies Act.
In
addition, at the effective time of the merger, (a) each option to purchase Ordinary Shares (each, a “Company Option”)
issued by the Company pursuant to the Company’s 2008 Equity Incentive Plan or the Company’s 2019 Equity Incentive
Plan (collectively, the “Company Share Plans”), whether vested or unvested, that is outstanding, unexercised and not
yet expired as of immediately prior to the effective time of the merger will be cancelled and converted into the right to receive
an amount in cash, without interest, equal to the product of (i) the excess, if any, of US$120.00 over the applicable per share
exercise price of such Company Option and (ii) the number of Ordinary Shares underlying such Company Option; (b) each award of
restricted Ordinary Shares (each, a “Company Restricted Share Award”) issued by the Company pursuant to any Company
Share Plan, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger will be cancelled
and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number
of Ordinary Shares underlying such Company Restricted Share Award, except that certain Company Restricted Share Awards held by
Guangli Pang, Ming Yang, Gang Yang and Bingbing Sun will be contributed to Parent in exchange for shares of Parent; (c) each award
of restricted share units (each, a “Company RSU Award”) issued by the Company pursuant to any Company Share Plan that
was granted by the Company prior to January 1, 2020 and the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang
Lu and Qi Ning on or after January 1, 2020, whether vested or unvested, that is outstanding immediately prior to the effective
time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the
product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award, except that the Company RSU Awards granted
to Mr. Chow prior to January 1, 2020 will be accelerated immediately prior to the closing of the merger and a portion thereof
will be settled in Ordinary Shares and contributed to Parent in exchange for shares of Parent; (d) each unvested Company RSU Award
granted on or after January 1, 2020 (other than the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and
Qi Ning) that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right
to receive an equity-based award to be granted by an exempted company incorporated in the Cayman Islands with limited liability
which is or will become one of the direct shareholders of Parent immediately after the closing of the merger, having a substantially
equivalent economic value of such Company RSU Award and subject to the same vesting terms and other conditions applicable to such
corresponding Company RSU Award, except that the Company RSU Awards granted to Mr. Chow on or after January 1, 2020 will be accelerated
immediately prior to the closing of the merger and a portion thereof will be settled in Ordinary Shares and contributed to Parent
in exchange for shares of Parent; and (e) each vested Company RSU Award granted on or after January 1, 2020 (other than the Company
RSU Awards granted to Mr. Chow) will be cancelled and converted into the right to receive an amount in cash, without interest,
equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award.
In order for the merger to be completed,
the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including
the merger, must be authorized and approved by the affirmative vote of holders of Ordinary Shares representing at least two-thirds
of the voting power of the Ordinary Shares present and voting in person or by proxy as a single class at an extraordinary general
meeting of shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act. However, the authorization and
approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the
merger, are not subject to the authorization and approval of holders of a majority of the Company’s outstanding Ordinary
Shares unaffiliated with the buyer consortium consisting of Beachhead, Double Double, Point Forward, Parfield, 2019B Cayman, HH
Sum, V-Sciences Investments Pte Ltd, a private limited company incorporated under the laws of Republic of Singapore (“V-Sciences”),
Mr. Chow, Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives, TB Innovation, Parent and Merger
Sub (the “Buyer Consortium”).
As of the date of this Schedule 13E-3,
the Buyer Consortium, Guangli Pang, Ming Yang, Gang Yang, Ming Yin and Bingbing Sun beneficially own in the aggregate 26,724,366
Ordinary Shares, which collectively represent approximately 68.67% of the total issued and outstanding Ordinary Shares. Pursuant
to the terms of the voting and support agreement (the “Support Agreement”) dated as of November 19, 2020, by and among
Beachhead, Double Double, Point Forward, 2019B Cayman, Parfield, HH Sum, HH China Bio Holdings, V-Sciences, Mr. Chow, Biomedical
Treasure, Biomedical Future, Biomedical Development, Guangli Pang, Ming Yang, Gang Yang, Ming Yin, Bingbing Sun (collectively,
the “Rollover Securityholders”), Parent, TB MGMT, TB Executives and TB Innovation, each Rollover Securityholder will
vote all Ordinary Shares beneficially owned by such Rollover Securityholder in favor of the authorization and approval of the
merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, at the extraordinary
general meeting of shareholders of the Company.
The Company will make available to
its shareholders a proxy statement (the “proxy statement,” a copy of which is attached as Exhibit (a)-(1) to this
Schedule 13E-3), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the
Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan
of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached
to the proxy statement as Annex A and is incorporated herein by reference.
The
cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy
statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction
F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety
herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information
contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the proxy statement.
All
information contained in this Schedule 13E-3 concerning each Filing Person has been supplied by such Filing Person, and
no Filing Person has provided any disclosure with respect to any other Filing Person.
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Item 1
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Summary Term Sheet
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The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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Item 2
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Subject
Company Information
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(a)
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Name and Address. The information
set forth in the proxy statement under the following caption is incorporated herein by
reference:
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·
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“Summary
Term Sheet—The Parties Involved in the Merger”
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(b)
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Securities. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
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·
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“The
Extraordinary General Meeting—Record Date; Shares Entitled to Vote”
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·
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“Security
Ownership of Certain Beneficial Owners and Management Members of the Company”
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(c)
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Trading Market and Price. The
information set forth in the proxy statement under the following caption is incorporated
herein by reference:
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·
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“Market
Price of the Ordinary Shares, Dividends and Other Matters—Market Price of the Ordinary
Shares”
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(d)
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Dividends. The information set
forth in the proxy statement under the following caption is incorporated herein by reference:
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·
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“Market
Price of the Ordinary Shares, Dividends and Other Matters—Dividend Policy”
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(e)
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Prior Public Offerings. The
information set forth in the proxy statement under the following caption is incorporated
herein by reference:
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·
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“Transactions
in the Ordinary Shares—Prior Public Offerings”
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(f)
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Prior Stock Purchases. The information
set forth in the proxy statement under the following caption is incorporated herein by
reference:
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·
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“Transactions
in the Ordinary Shares”
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·
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“Special
Factors—Related Party Transactions”
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Item 3
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Identity
and Background of Filing Person
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(a)
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Name
and Address. China Biologic Products Holdings, Inc. is the subject company. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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·
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“Summary
Term Sheet—The Parties Involved in the Merger”
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·
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“Annex
E—Directors and Executive Officers of Each Filing Person”
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(b)
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Business and Background of Entities.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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·
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“Summary
Term Sheet—The Parties Involved in the Merger”
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·
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“Annex
E—Directors and Executive Officers of Each Filing Person”
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(c)
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Business and Background of Natural
Persons. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
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·
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“Summary
Term Sheet—The Parties Involved in the Merger”
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·
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“Annex
E—Directors and Executive Officers of Each Filing Person”
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Item 4
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Terms
of the Transaction
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(a)(1)
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Material
Terms—Tender Offers. Not applicable.
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(a)(2)
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Material
Terms—Mergers or Similar Transactions. The information set forth in
the proxy statement under the following captions is incorporated herein by reference:
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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·
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“The
Extraordinary General Meeting”
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·
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“The
Merger Agreement and Plan of Merger”
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·
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“Annex
A—Agreement and Plan of Merger”
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·
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“Annex
B—Plan of Merger”
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(c)
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Different Terms. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
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·
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“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
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·
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“Special
Factors—Interests of Certain Persons in the Merger”
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·
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“The
Extraordinary General Meeting—Proposals to be Considered at the Extraordinary General
Meeting”
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·
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“The
Merger Agreement and Plan of Merger”
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·
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“Annex
A—Agreement and Plan of Merger”
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·
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“Annex
B—Plan of Merger”
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(d)
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Appraisal Rights. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
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·
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“Summary
Term Sheet—Dissenters’ Rights”
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·
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“Questions
and Answers about the Extraordinary General Meeting and the Merger”
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·
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“Special
Factors—Dissenters’ Rights”
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·
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“Annex
D—Cayman Islands Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised)
– Section 238”
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(e)
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Provisions for Unaffiliated Security
Holders. The information set forth in the proxy statement under the following caption
is incorporated herein by reference:
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·
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“Provisions
for Unaffiliated Shareholders”
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(f)
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Eligibility of Listing or Trading.
Not applicable.
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Item 5
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Past
Contracts, Transactions, Negotiations and Agreements
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(a)
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Transactions. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
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·
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“Special
Factors—Interests of Certain Persons in the Merger”
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·
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“Special
Factors—Related Party Transactions”
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·
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“Transactions
in the Ordinary Shares”
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(b)
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Significant Corporate Events.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
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·
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“Summary
Term Sheet—PWM SPA”
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·
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“Summary
Term Sheet—Parfield SPA”
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·
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“Summary
Term Sheet—Centurium SPAs”
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·
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“Summary
Term Sheet—Additional PWM SPAs and PWM Letter Agreements”
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·
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“Summary
Term Sheet—Additional Centurium SPA”
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·
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“Summary
Term Sheet—Additional Parfield SPA and Parfield Letter Agreement”
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·
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“Special
Factors—Background of the Merger”
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·
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“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
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·
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“Special
Factors—Purposes of and Reasons for the Merger”
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·
|
“Special
Factors—PWM SPA”
|
|
|
·
|
“Special
Factors—Parfield SPA”
|
|
|
·
|
“Special
Factors—Centurium SPAs”
|
|
|
·
|
“Special
Factors—Additional PWM SPAs and PWM Letter Agreements”
|
|
|
·
|
“Special
Factors—Additional Centurium SPA”
|
|
|
·
|
“Special
Factors—Additional Parfield SPA and Parfield Letter Agreement”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Special
Factors—Related Party Transactions”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
|
(c)
|
Negotiations or Contacts. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet—PWM SPA”
|
|
|
·
|
“Summary
Term Sheet—Parfield SPA”
|
|
|
·
|
“Summary
Term Sheet—Centurium SPAs”
|
|
|
·
|
“Summary
Term Sheet—Additional PWM SPAs and PWM Letter Agreements”
|
|
|
·
|
“Summary
Term Sheet—Additional Centurium SPA”
|
|
|
·
|
“Summary
Term Sheet—Additional Parfield SPA and Parfield Letter Agreement”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors—PWM SPA”
|
|
|
·
|
“Special
Factors—Parfield SPA”
|
|
|
·
|
“Special
Factors—Centurium SPAs”
|
|
|
·
|
“Special
Factors—Additional PWM SPAs and PWM Letter Agreements”
|
|
|
·
|
“Special
Factors—Additional Centurium SPA”
|
|
|
·
|
“Special
Factors—Additional Parfield SPA and Parfield Letter Agreement”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
|
(e)
|
Agreements
Involving the Subject Company’s Securities. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Financing of the Merger”
|
|
|
·
|
“Summary
Term Sheet—Support Agreement”
|
|
|
·
|
“Summary
Term Sheet—PWM Merger Voting Undertaking”
|
|
|
·
|
“Summary
Term Sheet—PWM SPA”
|
|
|
·
|
“Summary
Term Sheet—Parfield SPA”
|
|
|
·
|
“Summary
Term Sheet—Centurium SPAs”
|
|
|
·
|
“Summary
Term Sheet—Additional PWM SPAs and PWM Letter Agreements”
|
|
|
·
|
“Summary
Term Sheet—Additional Centurium SPA”
|
|
|
·
|
“Summary
Term Sheet—Additional Parfield SPA and Parfield Letter Agreement”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors—Financing of the Merger”
|
|
|
·
|
“Special
Factors—Support Agreement”
|
|
|
·
|
“Special
Factors—PWM Merger Voting Undertaking”
|
|
|
·
|
“Special
Factors—PWM SPA”
|
|
|
·
|
“Special
Factors—Parfield SPA”
|
|
|
·
|
“Special
Factors—Centurium SPAs”
|
|
|
·
|
“Special
Factors—Additional PWM SPAs and PWM Letter Agreements”
|
|
|
·
|
“Special
Factors—Additional Centurium SPA”
|
|
|
·
|
“Special
Factors—Additional Parfield SPA and Parfield Letter Agreement”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Special
Factors—Related Party Transactions”
|
|
|
·
|
“Special
Factors—Voting by the Buyer Consortium at the Extraordinary General Meeting”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Transactions
in the Ordinary Shares”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
Item 6
|
Purposes
of the Transaction and Plans or Proposals
|
|
|
(b)
|
Use
of Securities Acquired. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“Special
Factors—Purposes of and Reasons for the Merger”
|
|
|
·
|
“Special
Factors—Effects of the Merger on the Company”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
(c)(1)-(8)
Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
·
|
“Summary
Term Sheet—The Merger”
|
|
|
·
|
“Summary
Term Sheet—Purposes and Effects of the Merger”
|
|
|
·
|
“Summary
Term Sheet—Plans for the Company after the Merger”
|
|
|
·
|
“Summary
Term Sheet—Financing of the Merger”
|
|
|
·
|
“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee
and the Board”
|
|
|
·
|
“Special
Factors—Purposes of and Reasons for the Merger”
|
|
|
·
|
“Special
Factors—Effects of the Merger on the Company”
|
|
|
·
|
“Special
Factors—Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors—Financing of the Merger”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Special
Factors—Related Party Transactions”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
Item 7
|
Purposes,
Alternatives, Reasons and Effects
|
|
|
(a)
|
Purposes. The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Purposes and Effects of the Merger”
|
|
|
·
|
“Summary
Term Sheet—Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Purposes of and Reasons for the Merger”
|
|
|
(b)
|
Alternatives. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Position of the Buyer Consortium Filing Persons as to the Fairness of the
Merger”
|
|
|
·
|
“Special
Factors—Purposes of and Reasons for the Merger”
|
|
|
·
|
“Special
Factors—Alternatives to the Merger”
|
|
|
·
|
“Special
Factors—Effects on the Company if the Merger is not Completed”
|
|
|
(c)
|
Reasons. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Summary
Term Sheet—Purposes and Effects of the Merger”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Position of the Buyer Consortium Filing Persons as to the Fairness of the
Merger”
|
|
|
·
|
“Special
Factors—Purposes of and Reasons for the Merger”
|
|
|
·
|
“Special
Factors—Effects of the Merger on the Company”
|
|
|
·
|
“Special
Factors—Alternatives to the Merger”
|
|
|
(d)
|
Effects. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Summary
Term Sheet—Purposes and Effects of the Merger”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Effects of the Merger on the Company”
|
|
|
·
|
“Special
Factors—Plans for the Company after the Merger”
|
|
|
·
|
“Special
Factors—Effects on the Company if the Merger is not Completed”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Special
Factors—Material U.S. Federal Income Tax Consequences”
|
|
|
·
|
“Special
Factors—Material PRC Tax Consequences”
|
|
|
·
|
“Special
Factors—Material Cayman Islands Tax Consequences”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
Item 8
|
Fairness
of the Transaction
|
|
|
(a)
|
-(b) Fairness; Factors
Considered in Determining Fairness. The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Recommendations of the Special Committee and the Board”
|
|
|
·
|
“Summary
Term Sheet—Position of the Buyer Consortium Filing Persons as to the Fairness of
the Merger”
|
|
|
·
|
“Summary
Term Sheet—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Position of the Buyer Consortium Filing Persons as to the Fairness of the
Merger”
|
|
|
·
|
“Special
Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Annex
C—Opinion of Duff & Phelps, LLC as Financial Advisor”
|
|
|
(c)
|
Approval of Security Holders.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Shareholder Vote Required to Authorize and Approve the Merger Agreement
and Plan of Merger”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“The
Extraordinary General Meeting—Vote Required”
|
|
|
(d)
|
Unaffiliated Representative.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Annex
C—Opinion of Duff & Phelps, LLC as Financial Advisor”
|
|
|
(e)
|
Approval of Directors. The
information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Recommendations of the Special Committee and the Board”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
(f)
|
Other Offers. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
Item 9
|
Reports,
Opinions, Appraisals and Negotiations
|
|
|
(a)
|
Report, Opinion or Appraisal.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Special
Factors—Background of the Merger”
|
|
|
·
|
“Special
Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Annex
C—Opinion of Duff & Phelps, LLC as Financial Advisor”
|
|
|
(b)
|
Preparer and Summary of the
Report, Opinion or Appraisal. The information set forth in the proxy statement under
the following captions is incorporated herein by reference:
|
|
|
·
|
“Special
Factors—Opinion of the Special Committee’s Financial Advisor”
|
|
|
·
|
“Annex
C—Opinion of Duff & Phelps, LLC as Financial Advisor”
|
|
|
(c)
|
Availability of Documents. The
information set forth in the proxy statement under the following caption is incorporated
herein by reference:
|
|
|
·
|
“Where
You Can Find More Information”
|
The reports, opinions
or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices
of the Company during its regular business hours by any interested holder of the Ordinary Shares or his, her or its representative
who has been so designated in writing.
|
Item 10
|
Source
and Amount of Funds or Other Consideration
|
|
|
(a)
|
Source of Funds. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Summary
Term Sheet—Financing of the Merger”
|
|
|
·
|
“Special
Factors—Financing of the Merger”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
|
·
|
“Annex
A—Agreement and Plan of Merger”
|
|
|
·
|
“Annex
B—Plan of Merger”
|
|
|
(b)
|
Conditions. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Summary
Term Sheet—Financing of the Merger”
|
|
|
·
|
“Special
Factors—Financing of the Merger”
|
|
|
(c)
|
Expenses. The information set
forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
·
|
“Special
Factors—Fees and Expenses”
|
|
|
(d)
|
Borrowed Funds. The information
set forth in the proxy statement under the following caption is incorporated herein by
reference:
|
|
|
·
|
“Summary
Term Sheet—Financing of the Merger”
|
|
|
·
|
“Special
Factors—Financing of the Merger”
|
|
|
·
|
“The
Merger Agreement and Plan of Merger”
|
|
Item 11
|
Interest
in Securities of the Subject Company
|
|
|
(a)
|
Securities Ownership. The information
set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
·
|
“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Security
Ownership of Certain Beneficial Owners and Management Members of the Company”
|
|
|
(b)
|
Securities Transactions. The
information set forth in the proxy statement under the following caption is incorporated
herein by reference:
|
|
|
·
|
“Transactions
in the Ordinary Shares”
|
|
Item 12
|
The
Solicitation or Recommendation
|
|
|
(d)
|
Intent
to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy
statement under the following captions is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
|
|
|
·
|
“Summary
Term Sheet—Support Agreement”
|
|
|
·
|
“Questions
and Answers about the Extraordinary General Meeting and the Merger”
|
|
|
·
|
“Special
Factors—Support Agreement”
|
|
|
·
|
“Special
Factors—Voting by the Buyer Consortium at the Extraordinary General Meeting”
|
|
|
·
|
“The
Extraordinary General Meeting—Vote Required”
|
|
|
·
|
“Security
Ownership of Certain Beneficial Owners and Management Members of the Company”
|
|
|
(e)
|
Recommendations
of Others. The information set forth in the proxy statement under the following captions
is incorporated herein by reference:
|
|
|
·
|
“Summary
Term Sheet—Recommendations of the Special Committee and the Board”
|
|
|
·
|
“Summary
Term Sheet—Position of the Buyer Consortium Filing Persons as to the Fairness of
the Merger”
|
|
|
·
|
“Summary
Term Sheet—Support Agreement”
|
|
|
·
|
“Summary
Term Sheet—Interests of the Company’s Executive Officers and Directors in
the Merger”
|
|
|
·
|
“Special
Factors—Reasons for the Merger and Recommendation of the Special Committee and
the Board”
|
|
|
·
|
“Special
Factors—Position of the Buyer Consortium Filing Persons as to the Fairness of the
Merger”
|
|
|
·
|
“Special
Factors—Support Agreement”
|
|
|
·
|
“The
Extraordinary General Meeting—The Board’s Recommendation”
|
|
Item 13
|
Financial
Statements
|
The information set forth in the proxy statement
under the following captions is incorporated herein by reference:
|
|
·
|
“Financial
Information”
|
|
|
·
|
“Where
You Can Find More Information”
|
|
|
(b)
|
Pro Forma Information. Not applicable.
|
|
Item 14
|
Persons/Assets,
Retained, Employed, Compensated or Used
|
|
|
(a)
|
Solicitations or Recommendations.
The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
|
|
|
·
|
“The
Extraordinary General Meeting—Solicitation of Proxies”
|
|
|
(b)
|
Employees and Corporate Assets.
The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
·
|
“Summary
Term Sheet—The Parties Involved in the Merger”
|
|
|
·
|
“Special
Factors—Interests of Certain Persons in the Merger”
|
|
|
·
|
“Annex
E—Directors and Executive Officers of Each Filing Person”
|
|
Item 15
|
Additional
Information
|
|
|
(c)
|
Other
Material Information. The information contained in the proxy statement, including all
annexes thereto, is incorporated herein by reference.
|
|
|
(b)-(4)*
|
Debt
Commitment Letter, dated November 13, 2020, by and among Merger Sub, Ping An Bank Co.,
Ltd., Shanghai Branch (平安银行股份有限公司上海分行)
and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行),
incorporated herein by reference to Exhibit 5 to Amendment No. 15 to Schedule 13D filed
by the Centurium Filing Persons and other reporting persons therein with the SEC on November
20, 2020.
|
|
|
(d)-(13)*
|
Exclusivity
Extension Letter, dated as of September 16, 2020, by and among Beachhead, Double Double,
Point Forward, Mr. Chow, PWM, Parfield, CCCP IV, HH Sum and V-Sciences, incorporated
herein by reference to Exhibit 1 to Amendment No. 13 to Schedule 13D filed by the Centurium
Filing Persons and other reporting persons therein with the SEC on September 17, 2020.
|
†
Confidential treatment has been granted with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2
under the Exchange Act.
††
Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2
under the Exchange Act.
* Previously
filed.
SIGNATURES
After due 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 25,
2021
|
|
China
Biologic Products Holdings, Inc.
|
|
|
|
|
|
|
By:
|
/s/
Sean Shao
|
|
|
|
Name: Sean
Shao
|
|
|
|
Title: Chairman
of the Special Committee
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
Beachhead
Holdings Limited
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
Double
Double Holdings Limited
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
Point
Forward Holdings Limited
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
Centurium
Capital Partners 2018, L.P.
By:
Centurium Capital Partners 2018 GP Ltd., its general partner
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
Centurium
Capital 2018 Co-invest, L.P.
By:
Centurium Capital 2018 SLP-B Ltd., its general partner
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
CCM
CB I, L.P.
By:
CCM CB I Limited, its general partner
|
|
|
By:
|
/s/
Hui Li
|
|
|
|
Name: Hui
Li
|
|
|
|
Title: Director
|
|
|
2019B
Cayman Limited
|
|
|
By:
|
/s/
Rikizo Matsukawa
|
|
|
|
Name: Rikizo
Matsukawa
|
|
|
|
Title: Director
|
|
|
CITIC
Capital China Partners IV, L.P.
By:
CCP IV GP Ltd., its general partner
|
|
|
By:
|
/s/
Rikizo Matsukawa
|
|
|
|
Name: Rikizo
Matsukawa
|
|
|
|
Title: Director
|
|
|
CC
China (2019B) L.P.
By: CC (2019B) GP Ltd, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/
Rikizo Matsukawa
|
|
|
|
Name: Rikizo
Matsukawa
|
|
|
|
Title: Director
|
|
|
Parfield
International Ltd.
|
|
|
By:
|
/s/
Marc Chan
|
|
|
|
Name: Marc
Chan
|
|
|
|
Title: Director
|
|
|
By:
|
/s/
Marc Chan
|
|
|
|
Name: Marc
Chan
|
|
|
|
Title: Director
|
|
|
HH
China Bio Holdings LLC
|
|
|
By:
|
/s/
Colm O’Connell
|
|
|
|
Name: Colm
O’Connell
|
|
|
|
Title: Authorized
Signatory
|
|
|
HH
SUM-XXII Holdings Limited
|
|
|
By:
|
/s/
Colm O’Connell
|
|
|
|
Name: Colm
O’Connell
|
|
|
|
Title: Authorized
Signatory
|
|
|
Joseph Chow
|
|
|
/s/ Joseph Chow
|
|
|
Biomedical
Treasure Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
|
|
Biomedical
Future Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
|
|
Biomedical
Development Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
|
|
TB
MGMT Holding Company Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
|
|
TB
Executives Unity Holding Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
|
|
TB
Innovation Holding Limited
|
|
|
By:
|
/s/
Joseph Chow
|
|
|
|
Name: Joseph
Chow
|
|
|
|
Title: Director
|
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