UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 5)
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)
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.
PW Medtech Group Limited
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
(Names of Persons Filing Statement)
Ordinary Shares, Par Value US$0.0001
(Title of Class of Securities)
G21515104
(CUSIP Number)
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Andrew Chan
Chief Financial Officer
Centurium Capital Management
Ltd.
Suite 1008, Two Pacific Place
88 Queensway, Admiralty
Hong Kong
+852 3643 0755
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George Chen
PW Medtech Group Limited
Level 54, Hopewell Centre
183 Queen’s Road East
Hong Kong
+86 (10) 8478 3617
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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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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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Weiheng Chen, Esq.
Jie Zhu, Esq.
Wilson Sonsini Goodrich & Rosati
Suite 1509, 15/F, Jardine House
1 Connaught Place, Central
Hong Kong
+852 3972 4955
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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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a.
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer
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d.
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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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Transaction
Valuation*
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Amount
of Filing Fee**
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US$1,058,809,080.00
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US$120,877.14
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*
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Calculated solely for the purpose of determining the filing
fee in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended. The Transaction Valuation was 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. (“Amplewood”) of up to 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, and (x) the purchase by 2019B Cayman from Parfield of 300,000
Ordinary Shares at US$120.00 per Ordinary Share.
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**
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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
Year 2020 and 2021, was calculated by multiplying 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$120,877.14
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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 and November 10, 2020
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TABLE OF CONTENTS
Page
INTRODUCTION
This Amendment No. 5 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) Beachhead Holdings Limited,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Beachhead”);
(b) Double Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands
(“Double Double”); (c) Point Forward Holdings Limited, an exempted company incorporated with limited liability
under the laws of the Cayman Islands (“Point Forward”); (d) Centurium Capital Partners 2018, L.P., a limited
partnership incorporated under the laws of the Cayman Islands (the “CCP 2018”); (e) Centurium Capital 2018
Co-invest, L.P., a limited partnership incorporated under the laws of the Cayman Islands (the “CCCI 2018”);
(f) CCM CB I, L.P., a limited partnership incorporated under the laws of the Cayman Islands (the “CCM CB I”
and, together with Beachhead, Double Double, Point Forward, CCP 2018 and CCCI 2018, the “Centurium Filing Persons”);
(g) PW Medtech Group Limited (“PWM”), an exempted company incorporated with limited liability under the laws
of the Cayman Islands; (h) 2019B Cayman Limited, an exempted company incorporated with limited liability under the laws of the
Cayman Islands (“2019B Cayman”); (i) CITIC Capital China Partners IV, L.P., a limited partnership incorporated
under the laws of the Cayman Islands (“CCCP IV”); (j) 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”); (k) Parfield International Ltd., a British Virgin Islands company (“Parfield”);
(l) Amplewood Resources Ltd., a British Virgin Islands company (“Amplewood”); (m) Marc Chan, a Canadian citizen
(“Chan” and, together with Parfield and Amplewood, the “Parfield Filing Persons”); (n) HH
China Bio Holdings LLC, a Cayman Islands limited liability company (“HH China Bio Holdings”); (o) 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”); (p) Biomedical Treasure Limited,
an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Treasure”);
(q) Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical
Future”); (r) Biomedical Development Limited, an exempted company with limited liability incorporated under the laws
of the Cayman Islands (“Biomedical Development”); (s) TB MGMT Holding Company Limited (“TB MGMT”),
an exempted company with limited liability incorporated under the laws of the Cayman Islands; (t) TB Executives Unity Holding
Limited (“TB Executives”), an exempted company with limited liability incorporated under the laws of the Cayman
Islands; (u) TB Innovation Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman
Islands (“TB Innovation”) and (v) Mr. Joseph Chow, a citizen of the United States of America (“Mr.
Chow” and, together with Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and
TB Innovation, collectively, the “Management Filing Persons”).
On September 18, 2019, Beachhead, PWM,
Parfield, CCCP IV, HH Sum and V-Sciences Investments Pte Ltd (“V-Sciences”, together with Beachhead, PWM, Parfield,
CCCP IV and HH Sum, the “Initial Consortium Members” and, the Initial Consortium Members together with any additional
parties who may, after the date thereof, join the Consortium Agreement (as defined below) in accordance with the terms thereof,
collectively, the “Buyer Consortium”) submitted a preliminary, non-binding proposal (the “Proposal”)
to the board of directors (the “Board”) of China Biologic Products Holdings, Inc., an exempted company with
limited liability incorporated under the laws of the Cayman Islands (the “Company”), pursuant to which they
proposed to acquire all of the ordinary shares of the Company, par value US$0.0001 per share (each, an “Ordinary Share”),
for US$120.00 in cash per Ordinary Share, other than those beneficially owned by any member of the Buyer Consortium or its affiliates
(such proposed acquisition, the “Proposed Transaction”). In the Proposal, the Buyer Consortium indicated that
they would negotiate and finalize definitive agreements with respect to the Proposed Transaction that would provide for representations,
warranties, covenants and conditions that would be typical, customary and appropriate for transactions of this type, and that
the Proposed Transaction was intended to be financed with equity financing or a combination of equity and debt financing. The
equity financing would be provided by the members of the Buyer Consortium in the form of cash and through the rollover of a certain
amount of equity interests in the Company held by the members of the Buyer Consortium and their respective affiliates (such equity
interests referred to in the foregoing clause, collectively, the “Rollover Securities”). Debt financing, if
used, would be primarily provided by one or more third party financial institutions.
On September 18, 2019, the Initial
Consortium Members entered into a consortium agreement (as amended by the Consortium Agreement Amendment and the Exclusivity Extension
Letter (each as defined below) and as may be further amended, restated, supplemented or otherwise modified from time to time,
the “Consortium Agreement”), pursuant to which each Initial Consortium Member agreed, among other things, to
(i) cooperate with the other members of the Buyer Consortium in good faith to undertake due diligence with respect to the Company
and its business, engage in discussions with the Company regarding the Proposal and negotiate in good faith the terms of the definitive
documentation in connection with the Proposed Transaction as contemplated by the Proposal, (ii) for a period of 12 months after
the date of the Consortium Agreement, work exclusively with each other member of the Buyer Consortium with respect to the Proposed
Transaction and vote all equity securities of the Company held or
otherwise beneficially owned by it or its affiliates in favor of the authorization and approval of the Proposed Transaction and
any definitive documentation in connection therewith, and against any alternative transaction, (iii) for a period of 12 months
after the date of the Consortium Agreement, not transfer any equity securities of the Company held by it or its affiliates, and
not acquire any additional equity securities of the Company, except for (A) transfers to an affiliate of such Initial Consortium
Member or another member of the Buyer Consortium, (B) certain other transactions
approved by a majority of the Initial Consortium Members and (C) transfers and acquisitions pursuant to the share incentive plans
of the Company or in connection with the settlement of certain existing derivative transactions involving any securities of the
Company, and (iv) contribute its Rollover Securities to Parent (as defined below) in
exchange for a certain number of newly issued shares of Parent, in each case subject to the terms and conditions of the
Consortium Agreement. PWM’s obligations under the Consortium Agreement to vote in favor of the Proposed Transaction and
contribute its Rollover Securities are subject to the approval by the shareholders of PWM at an extraordinary general meeting
of PWM.
On September 18, 2019, Beachhead entered
into (i) a share purchase agreement (as amended by the PWM SPA Amendment No. 1, the PWM SPA Amendment No. 2 and the PWM SPA Amendments
No. 3 (each as defined below) and as may be further amended from time to time, the “PWM SPA”) with PWM, pursuant
to and subject to the terms and conditions of which, PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM,
1,000,000 Ordinary Shares (the “PWM Sale Shares”) at the per Ordinary Share purchase price of US$101.00 (the
“PWM Purchase Price”), subject to potential further adjustments in accordance with the PWM SPA, and (ii) a
share purchase agreement (as amended by the Parfield SPA Amendment No. 1, the Parfield CP Waiver Letter and the Parfield SPA Amendment
No. 2 (each as defined below) and as may be further amended from time to time, the “Parfield SPA”) with Parfield
and Amplewood, pursuant to and subject to the terms and conditions of which, Parfield and/or Amplewood agreed to sell to Beachhead,
and Beachhead agreed to purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares (the “Parfield Sale Shares”)
at the per Ordinary Share purchase price of US$101.00 (the “Parfield Purchase Price”), subject to potential
further adjustments in accordance with the Parfield SPA.
On January 23, 2020, Double Double
entered into a share purchase agreement with each of 2019B Cayman, a subsidiary of CCCP IV, HH Sum and V-Sciences (collectively,
the “Centurium SPAs” and each, a “Centurium SPA”). Pursuant to, and subject to the terms
and conditions of, the Centurium SPAs, Double Double agreed to sell to 2019B Cayman, HH Sum and V-Sciences 266,533 Ordinary Shares,
210,876 Ordinary Shares and 250,000 Ordinary Shares (collectively, the “Centurium Sale Shares”), respectively,
at the per Ordinary Share purchase price of US$120.00 (the “Centurium Sale Price”), which is the same purchase
price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
On January 23, 2020, Double Double, Point
Forward and the other then-existing Initial Consortium Members entered into an Amendment No. 1 to the Consortium Agreement (the
“Consortium Agreement Amendment”), to reflect, among other things, certain changes in the number of Rollover
Securities held by the members of the Buyer Consortium and their respective affiliates that had occurred and that would occur if
the transactions contemplated by the Centurium SPAs are consummated. By execution and delivery of the Consortium Agreement Amendment,
each of Double Double and Point Forward joined the Buyer Consortium and, since January 23, 2020, all references to the “Buyer
Consortium” in the Consortium Agreement include, in addition to the Initial Consortium Members, Double Double and Point Forward.
On March 17, 2020, Beachhead and PWM
entered into an amendment No. 1 to the PWM SPA (the “PWM SPA Amendment No. 1”). Pursuant to, and subject to
the terms and conditions of, the PWM SPA Amendment No. 1, PWM and Beachhead agreed that the PWM SPA may be terminated by either
PWM or Beachhead if the closing of the transactions contemplated by the PWM SPA has not occurred by June 30, 2020, which date
may be further extended by PWM and Beachhead in writing.
On March 17, 2020, Parfield, Amplewood
and Beachhead entered into an amendment No. 1 to the Parfield SPA (the “Parfield SPA Amendment No. 1”). Pursuant
to, and subject to the terms and conditions of, the Parfield SPA Amendment No. 1, Parfield, Amplewood and Beachhead agreed, among
other things, that the Parfield SPA may be terminated by either Parfield and Amplewood, on one hand, or Beachhead, on the other
hand, if the closing of the transactions contemplated by the Parfield SPA has not occurred by June 30, 2020, which date may be
further extended by Parfield, Amplewood and Beachhead in writing.
On April 8, 2020, Beachhead and Point Forward
entered into an assignment agreement (the “Parfield Assignment Agreement”), pursuant to which Beachhead assigned
its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.
On April 8, 2020, Parfield, Amplewood,
Beachhead and Point Forward entered into a waiver letter (the “Parfield CP Waiver Letter”), pursuant to which
Parfield, Amplewood, Beachhead and Point Forward agreed to waive the closing condition under the Parfield SPA with respect to the
execution of a definitive agreement for the Proposed Transaction.
On April 9, 2020, Point Forward completed
the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment
Agreement.
On April 29, 2020, Double Double completed
the sale of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the
terms and conditions of the applicable Centurium SPA.
On May 5, 2020, PWM and Beachhead entered
into an amendment No. 2 to the PWM SPA (the “PWM SPA Amendment No. 2”), pursuant to which PWM and Beachhead
agreed to, among others, waive the closing condition under the PWM SPA with respect to the execution of a definitive agreement
for the Proposed Transaction.
On May 5, 2020, Beachhead and PWM entered
into (i) an assignment agreement with Double Double (the “PWM-DD Assignment Agreement”), 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, and (ii) an assignment agreement with Point Forward (the “PWM-PF 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.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.
On May 8, 2020, PWM completed the sale
of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms
and conditions of the PWM SPA and, as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
On September 16, 2020, Mr. Chow executed
a deed of adherence (the “Mr. Chow Adherence Deed”) in accordance with the Consortium Agreement, pursuant to
which Mr. Chow became a party to the Consortium Agreement and agreed to, among other things, perform and comply with each of the
obligations of an Initial Consortium Member as if he had been an Initial Consortium Member under the Consortium Agreement at the
date of execution thereof.
On September 16, 2020, the Initial
Consortium Members (which, for the avoidance of doubt, included Mr. Chow) entered into an exclusivity extension letter (the “Exclusivity
Extension Letter”), pursuant to which such Initial Consortium Members agreed to, among other things, extend the Exclusivity
Period as defined in Section 4.1 of the Consortium Agreement to December 17, 2020.
On October 26, 2020, Biomedical Treasure,
Biomedical Future and Biomedical Development executed a deed of adherence (the “Management Adherence Deed”)
in accordance with the Consortium Agreement, pursuant to which each of Biomedical Treasure, Biomedical Future and Biomedical Development
became a party to the Consortium Agreement and agreed to, among other things, perform and comply with each of the obligations
of an Initial Consortium Member as if each of them had been an Initial Consortium Member under the Consortium Agreement at the
date of execution thereof.
On October 26, 2020, PWM entered into
a share purchase agreement with each of Biomedical Treasure, 2019B Cayman and Biomedical Future (collectively, the “Additional
PWM SPAs” and each, an “Additional PWM SPA”). Pursuant to, and subject to the terms and conditions
of, the Additional PWM SPAs, PWM agreed to sell to Biomedical Treasure, 2019B Cayman and Biomedical Future, 3,750,000 Ordinary
Shares, 910,167 Ordinary Shares and at least 660,833 Ordinary Shares (collectively, the “Additional PWM Sale Shares”),
respectively, at the per Ordinary Share purchase price of US$120.00 (the “Additional PWM Sale Price”), which
is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction. In the
event that 2019B Cayman’s Additional PWM SPA is terminated or the transactions contemplated thereby fail to consummate in
accordance with the terms and conditions thereof, PWM agreed to sell to Biomedical Future, and Biomedical Future agreed to purchase
from PWM, on the same terms and conditions of Biomedical Future’s Additional PWM SPA, all Ordinary Shares that are not purchased
by 2019B Cayman under 2019B Cayman’s Additional PWM SPA.
Concurrently with the execution and
delivery of the Additional PWM SPAs, PWM entered into a letter agreement with each of Biomedical Treasure, 2019B Cayman, Biomedical
Future and certain other parties (collectively, the “PWM Letter Agreements” and each a “PWM Letter
Agreement”), pursuant to which the relevant parties thereto agreed, among other things, that: (i) during a period from
the date of the relevant PWM Letter Agreement and until the occurrence of any of the following events (whichever is the earliest),
PWM shall not roll over the Additional PWM Sale Shares in the Proposed Transaction: (w) the closing of the transactions contemplated
by the corresponding Additional PWM SPA; (x) the valid termination of the corresponding Additional PWM SPA; (y) the closing of
the Proposed Transaction and (z) the execution of the Merger Agreement (or any amendment to or restatement of the Merger Agreement)
which provides that the cash consideration payable for each Ordinary Share in the Proposed Transaction (the “Per Share
Merger Consideration”) is less than US$120.00; (ii) in the event that the closing of the Proposed Transaction takes
place before the closing of the transactions contemplated by the corresponding Additional PWM SPA, PWM shall be cashed out in
the Proposed Transaction for so long as the Per Share Merger Consideration is not less than US$120.00; and (iii) PWM shall bear
the agreed portion of out-of-pocket costs and expenses that have been incurred and accrued by the Buyer Consortium in connection
with the Proposed Transaction prior to the closing of the transactions contemplated by the corresponding Additional PWM SPA, each
subject to the terms and conditions of the relevant PWM Letter Agreement.
On October 26, 2020, Double Double
entered into a share purchase agreement with Biomedical Development (the “Additional Centurium SPA”). Pursuant
to, and subject to the terms and conditions of, the Additional Centurium SPA, Double Double agreed to sell to Biomedical Development
775,000 Ordinary Shares (the “Double Double Sale Shares”), at the per Ordinary Share purchase price of US$120.00
(the “Additional Centurium Sale Price”), which is the same purchase price that the Buyer Consortium has proposed
to pay per Ordinary Share in the Proposed Transaction.
On October 26, 2020, Parfield entered
into a share purchase agreement with 2019B Cayman (the “Additional Parfield SPA”). Pursuant to, and subject
to the terms and conditions of, the Additional Parfield SPA, Parfield agreed to sell to 2019B Cayman 300,000 Ordinary Shares (the
“Additional Parfield Sale Shares”), at the per Ordinary Share purchase price of US$120.00 (the “Additional
Parfield Sale Price”), which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share
in the Proposed Transaction.
Concurrently with the execution and
delivery of the Additional Parfield SPA, Parfield entered into a letter agreement with 2019B Cayman (the “Parfield Letter
Agreement”), pursuant to which the parties thereto agreed, among other things, that: (i) during the period from the
date of the Parfield Letter Agreement until the occurrence of any of the following events (whichever is the earliest), Parfield
shall not roll over the Additional Parfield Sale Shares in the Proposed Transaction: (w) the closing of the transactions contemplated
by the Additional Parfield SPA; (x) the valid termination of the Additional Parfield SPA; (y) the closing of the Proposed Transaction
and (z) the execution of the Merger Agreement (including any amendment, supplement or restatement thereof) which provides that
the Per Share Merger Consideration is less than US$120.00; (ii) in the event that the closing of the Proposed Transaction takes
place before the closing of the transactions contemplated by the Additional Parfield SPA, Parfield shall be cashed out with respect
to the Additional Parfield Sale Shares in the Proposed Transaction unless the Additional Parfield SPA shall have been validly
terminated or the executed Merger Agreement (including any amendment, supplement or restatement thereof) provides that the Per
Share Merger Consideration is less than US$120.00; (iii) in the event of (x) the valid termination of the Additional Parfield
SPA or (y) the executed Merger Agreement (including any amendment, supplement or restatement thereof) provides that the Per Share
Merger Consideration is less than US$120 and Parfield proposes, within three months thereafter, to transfer any Ordinary Shares
held by it to Biomedical Treasure, Biomedical Future or a party who to the knowledge of Parfield is an affiliate of Biomedical
Treasure or Biomedical Future, Parfield shall provide 2019B Cayman a right of first refusal to purchase such Ordinary Shares (but
not exceeding 300,000 Ordinary Shares) on the same terms and conditions; (iv) Parfield shall bear the agreed portion of all out-of-pocket
costs and expenses under the Consortium Agreement that have been incurred and accrued by the Buyer Consortium in connection with
the Proposed Transaction prior to the closing of the transactions contemplated by the Additional Parfield SPA, subject to the
terms and conditions of the Parfield Letter Agreement; and (v) subject to the terms and conditions of the Parfield Letter Agreement,
Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its affiliates (the “Parfield Guarantor”)
along with certain other members of the Buyer Consortium in favor of the Company pursuant to the Merger Agreement shall guarantee
such percentage of the termination fee and certain other amounts payable to the Company under the Merger Agreement as if Parfield’s
Equity Contribution (as defined in the Consortium Agreement) in the Proposed Transaction included the Additional Parfield Sale
Shares unless closing of the transactions contemplated by the Additional Parfield SPA shall have occurred already; provided that
if the closing of the transactions contemplated by the Additional Parfield SPA shall have occurred, 2019B Cayman will pay Parfield
the relevant portion of any amount paid or payable by the Parfield Guarantor under such limited guarantee representing the Additional
Parfield Sale Shares.
On October 26, 2020, each of Double
Double and Point Forward entered in to an amendment No. 3 to the PWM SPA (collectively, the “PWM SPA Amendments No. 3”
and each an “PWM SPA Amendment No. 3”) with PWM, respectively, pursuant to which, each of Double Double and
Point Forward paid to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the
number of the PWM Sale Shares purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA
were deleted in their entirety with Double Double and Point Forward and their affiliates having no obligations or liabilities
under such provisions.
On October 26, 2020, Point Forward
entered in to an amendment No. 2 to the Parfield SPA (the “Parfield SPA Amendment No. 2”) with Parfield and
Amplewood, pursuant to which Point Forward paid to Parfield and Amplewood on October 27, 2020 an additional amount equal to the
product of (a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it pursuant to the terms and conditions
of the Parfield SPA and the Parfield Assignment Agreement, and the post-closing price adjustment provisions of the Parfield SPA
were deleted in their entirety with Point Forward and its affiliates having no obligations or liabilities under such provisions.
On November 13, 2020, Merger Sub (as
defined below) entered into a debt commitment letter dated November 13, 2020 (the “Debt Commitment Letter”)
with 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).
On November 19, 2020, the Company entered
into an agreement and plan of merger, dated as of November 19, 2020 (the “Merger Agreement”), with CBPO Holdings
Limited, an investment holding company formed by the Buyer Consortium in the Cayman Islands (“Parent”), and
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”). Pursuant to the Merger Agreement, and subject to the terms and conditions
thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as
the surviving company and a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, each Ordinary Share issued
and outstanding immediately prior to the effective time of the Merger (“Effective Time”) will be cancelled
and converted into the right to receive US$120.00 per Ordinary Share in cash without interest and net of any applicable withholding
taxes, except for (a) Ordinary Shares owned by the Company or any of its subsidiaries, which will be cancelled without payment
of any consideration therefor, (b) Ordinary Shares owned by Parent or any of its subsidiaries, including, for the avoidance of
doubt, the Ordinary Shares contributed by the Rollover Securityholders (as defined below) to Parent pursuant to the terms and
conditions of the Support Agreement (as defined below), which at Parent’s discretion, with notice by Parent to the Company
no later than the Effective Time, will be (i) cancelled without payment of any consideration therefor or (ii) 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 Companies Law of the Cayman Islands,
which will be cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance
with the provisions of Section 238 of the Companies Law of the Cayman Islands.
Concurrently with the execution of
the Merger Agreement, Beachhead, Double Double, Point Forward, Parfield, 2019B Cayman, HH Sum, HH China Bio Holdings, V-Sciences,
Mr. Chow, Biomedical Treasure, Biomedical Future, Biomedical Development, Guangli Pang, Ming Yang, Gang Yang, Ming Yin and Bingbing
Sun (each, a “Rollover Securityholder”), TB MGMT, TB Executives and TB Innovation entered into a voting and
support agreement dated as of November 19, 2020 (the “Support Agreement”) with Parent, pursuant to which each
Rollover Securityholder agreed with Parent, among other things, (a) subject to the terms and conditions of the Support Agreement,
to vote its equity securities of the Company, together with any Ordinary Shares (whether or not subject to a restricted share
award of the Company) acquired (whether beneficially or of record) by such Rollover Securityholder after November 19, 2020 and
prior to the earlier of the Effective Time and the termination of such Rollover Securityholder’s obligations under the Support
Agreement, in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated hereby, and to
take certain other actions in furtherance of the transactions contemplated by the Merger Agreement; and (b) subject to the terms
and conditions of the Support Agreement, to contribute to Parent immediately prior to or at the Effective Time the rollover securities
of the Company beneficially owned by such Rollover Securityholder.
Concurrently with the execution of
the Merger Agreement, 2019B Cayman, TB MGMT, TB Executives, TB Innovation and each existing member of the Buyer Consortium entered
into an amended and restated consortium agreement (the “A&R Consortium Agreement”) with Parent and Merger
Sub, pursuant to which, among other things, (a) the parties thereto agreed to certain terms and conditions that will govern the
actions of Parent and Merger Sub and the relationship among the members of the Buyer Consortium with respect to the Proposed Transactions,
(b) each of TB MGMT, TB Executives and TB Innovation agreed to join the Buyer Consortium, (c) the parties thereto agreed that
effective from the date of the A&R Consortium Agreement, all rights and obligations of CCCP IV under the Consortium Agreement
are assigned, novated and transferred to 2019B Cayman, and (c) in anticipation of consummation of the transactions contemplated
by the Additional PWM SPAs, the parties thereto agreed to terminate certain provisions of the Consortium Agreement with respect
to PWM in accordance with the terms of the A&R Consortium Agreement and PWM agreed to comply with its obligations under certain
provisions of the A&R Consortium Agreement and the PWM Merger Voting Undertaking (as defined below).
Concurrently with the execution of the Merger Agreement,
each of CCP 2018, CCCI 2018, CCM CB I, CCCP IV, CCC Co-Investment, Hillhouse Capital Investments Fund IV, L.P., Chan, V-Sciences,
Biomedical Treasure, Biomedical Future, Biomedical Development executed and delivered a limited guarantee (collectively, the “Limited
Guarantees”) in favor of the Company with respect to a portion of the payment obligations of Parent under the Merger
Agreement for the termination fee that may become payable to the Company by Parent under certain circumstances and certain costs
and expenses, as set forth in the Merger Agreement.
Concurrently with the execution of
the Merger Agreement, PWM entered into a voting undertaking (the “PWM Merger Voting Undertaking”), pursuant
to which PWM agreed, among other things, subject to the terms and conditions of the PWM Merger Voting Undertaking, to vote the
equity securities of the Company beneficially owned by it in favor of the approval of the Merger Agreement, the Merger and the
other transactions contemplated by the Merger Agreement.
Concurrently with the execution of
the Merger Agreement, each of Biomedical Treasure, Biomedical Future and CCC Co-Investment executed and delivered an equity commitment
letter (collectively, the “Equity Commitment Letters” and together with the Merger Agreement, Support Agreement,
PWM Merger Voting Undertaking, Limited Guarantees, Debt Commitment Letter and the A&R Consortium Agreement, collectively,
the “Merger Documents”) in favor of Parent, pursuant to which each such party agreed to make cash contributions
to Parent, if any of the transactions contemplated by the applicable Additional PWM SPAs or the Additional Parfield SPA fails
to consummate prior to the closing of the Merger.
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the proposed transactions contemplated under the PWM SPA, the Parfield SPA, the
Centurium SPAs, the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA (such proposed transactions,
collectively, the “Sales and Purchases of Shares” and each a “Sale and Purchase of Shares”),
in light of the formation of the Buyer Consortium and the Proposed Transaction, are steps in a series of transactions that have
the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. In particular, the Sales and Purchases of Shares may facilitate a transaction that would cause the Ordinary
Shares to be held of record by fewer than 300 persons, the Ordinary Shares to be delisted from the NASDAQ Global Select Market
and/or the termination of the registration of the Ordinary Shares under Section 12 of the Securities Act of 1933, as amended (the
“Securities Act”).
In light of the execution of the Merger
Documents, the Filing Persons intend to file a further amendment to this Schedule 13E-3, which amendment will include a preliminary
proxy statement and any other materials attached as exhibits that will be required for a meeting of shareholders to be convened
in order to authorize and approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger
Schedule 13E-3 Amendment”).
All information contained in this Schedule
13E-3 concerning each Filing Person has been supplied by such Filing Person.
Neither the SEC nor any state securities
regulatory agency has approved or disapproved the Proposed Transaction or the Sales and Purchases of Shares contemplated by the
PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional PWM SPAs, the Additional Centurium SPA or the Additional Parfield
SPA, passed upon the merits or fairness of the Proposed Transaction or the Sales and Purchases of Shares contemplated by the PWM
SPA, the Parfield SPA, the Centurium SPAs, the Additional PWM SPAs, the Additional Centurium SPA or the Additional Parfield SPA
or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal
offense.
Item 1 Summary Term Sheet
This Schedule 13E-3 is being filed
in connection with the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional
PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA. In light of the formation of the Buyer Consortium and
the Proposed Transaction, the Filing Persons have determined that such Sales and Purchases of Shares are steps in a series of
transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set
forth in Rule 13e-3(a)(3)(ii) under the Exchange Act.
PWM SPA
Purchase Price
Pursuant to the terms and conditions
of the PWM SPA, PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, 1,000,000 Ordinary Shares at the per
Ordinary Share purchase price of US$101.00, subject to certain adjustments. Pursuant to the PWM-DD Assignment Agreement and the
PWM-PF Assignment Agreement, respectively, Beachhead assigned its rights and obligations with respect to the purchase of 615,000
Ordinary Shares under the PWM SPA to Double Double and its rights and obligations with respect to the purchase of 385,000 Ordinary
Shares under the PWM SPA to Point Forward. Pursuant to the PWM SPA Amendments No. 3, each of Double Double and Point Forward paid
to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of the PWM
Sale Shares purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA were deleted in
their entirety with Double Double and Point Forward and their affiliates having no obligations or liabilities under such provisions.
Closing
On May 8, 2020, PWM completed
the sale of 615,000 Ordinary Shares to Double Double and the sale of 385,000 Ordinary Shares to Point Forward, in each case pursuant
to the terms and conditions of the PWM SPA and, as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
Parfield SPA
Purchase Price
Pursuant to the terms and conditions
of the Parfield SPA, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or
Amplewood, up to 700,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to certain adjustments.
Pursuant to the terms and conditions of the Parfield Assignment Agreement, Beachhead assigned its rights and obligations with
respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward. Pursuant to the Parfield
SPA Amendment No. 2, Point Forward paid Parfield and Amplewood on October 27, 2020 an additional amount equal to the product of
(a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it under the Parfield SPA, and the post-closing
price adjustment provisions of the Parfield SPA were deleted in their entirety with Point Forward and its affiliates having no
obligations or liabilities under such provisions.
Closing
On April 9, 2020, Point Forward
completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield
Assignment Agreement.
Centurium SPAs
Purchase Price
Pursuant to the terms and conditions
of the Centurium SPAs, Double Double agreed to sell to each of 2019B Cayman, HH Sum and V-Sciences, and each of 2019B Cayman,
HH Sum and V-Sciences agreed to purchase from Double Double, 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary
Shares, respectively, at the Centurium Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that the Buyer
Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
On April 29, 2020, Double Double completed
the sale of 266,533 Ordinary Shares and the sale of 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, in each
case pursuant to the terms and conditions of the applicable Centurium SPA.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum pursuant to the terms and conditions of the applicable Centurium SPA.
Additional PWM SPAs
Purchase Price
Pursuant to the terms and conditions
of the Additional PWM SPAs, PWM agreed to sell to each of Biomedical Treasure, 2019B Cayman and Biomedical Future, and each of
Biomedical Treasure, 2019B Cayman and Biomedical Future agreed to purchase from PWM, 3,750,000 Ordinary Shares, 910,167 Ordinary
Shares and at least 660,833 Ordinary Shares, respectively, at the Additional PWM Sale Price of US$120.00 per Ordinary Share, which
is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Additional Ordinary Shares to be
Purchased by Biomedical Future
In the event that (i) 2019B Cayman’s
Additional PWM SPA is terminated after PWM has delivered a payment request notice to Biomedical Future under its Additional PWM
SPA, or (ii) the transactions contemplated by 2019B Cayman’s Additional PWM SPA have not been consummated in accordance
with the terms and conditions thereof (each of such events described in the foregoing sub-clauses (i) and (ii) is referred to
as a “Trigger Event”), PWM agreed to sell to Biomedical Future, and Biomedical Future agreed to purchase from
PWM, on the same terms and conditions set forth in Biomedical Future’s Additional PWM SPA, all Ordinary Shares that are
not purchased by 2019B Cayman under 2019B Cayman’s Additional PWM SPA.
Closing
The closing of the transactions contemplated
under each Additional PWM SPA, including the sale and purchase of the applicable Additional PWM Sale Shares subject to such Additional
PWM SPA, shall take place on the date that is the fifteenth business day following the satisfaction or waiver of the closing conditions
contained in such Additional PWM SPA described in Item 4 below or such other date as may be agreed by all the parties thereto.
Upon occurrence of any
Trigger Event described above, the closing of the purchase by Biomedical Future of the additional Ordinary Shares as described
above shall take place within ten business days after the date on which PWM and Biomedical Future consummate the purchase and
sale of the initial 660,833 Ordinary Shares pursuant to Biomedical Future’s Additional PWM SPA or such other date as may
be agreed by PWM and Biomedical Future.
Termination
Each Additional PWM SPA
may be terminated prior to the closing of the transactions contemplated thereby:
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by mutual written consent of PWM, as the seller, and Biomedical
Treasure, 2019B Cayman or Biomedical Future, as applicable, as the purchaser;
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by PWM, as the seller, or Biomedical Treasure, 2019B Cayman
or Biomedical Future, as applicable, as the purchaser, if the closing of the sale and purchase of the applicable PWM Sale
Shares contemplated by such Additional PWM SPA has not occurred by the earlier of (i) the 20th business day from the date
on which the shareholders of PWM have duly approved the transactions contemplated by such Additional PWM SPA at an extraordinary
general meeting of the shareholders of PWM and (ii) April 26, 2021, the date that is six months from the date of such Additional
PWM SPA; or
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automatically without any action of PWM or Biomedical Treasure,
2019B Cayman or Biomedical Future, as applicable, immediately before the closing of the Proposed Transaction.
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Additional Centurium
SPA
Purchase Price
Pursuant to the terms and conditions
of the Additional Centurium SPA, Double Double agreed to sell to Biomedical Development, and Biomedical Development agreed to
purchase from Double Double, 775,000 Ordinary Shares, at the Additional Centurium Sale Price of US$120.00 per Ordinary Share,
which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
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The first closing of the purchase
and sale of 416,667 Additional Centurium Sale Shares subject to the Additional Centurium
SPA shall take place on the date that is the third business day following the satisfaction
or waiver of the first closing conditions contained in the Additional Centurium SPA described
in Item 4 below or such other date as may be agreed by all the parties thereto; provided
that in no event shall the closing occur prior to the later of (i) the fifth business
day after the date that is 30 days following the date on which this Schedule 13E-3 is
first filed with the SEC and (ii) the fifth business day after the date that is 20 days
following the date that this Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f)
under the Exchange Act.
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The second closing of the purchase
and sale of 358,333 Additional Centurium Sale Shares subject to the Additional Centurium
SPA shall take place on the later of (i) the fifth business day following the satisfaction
or waiver of the second closing conditions contained in the Additional Centurium SPA
described in Item 4 below and (ii) January 26, 2021, the three-month anniversary of the
date of the Additional Centurium SPA, or such earlier date designated by Biomedical Development.
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Termination
The Additional Centurium
SPA may be terminated:
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prior to the first closing of the purchase and sale of 416,667
Additional Centurium Sale Shares (i) by mutual written consent of Double Double and Biomedical Development, or (ii) by Double
Double or by Biomedical Development, if the first closing shall not have occurred prior to the earlier of (1) January 26,
2021, the three-month anniversary of the date of the Additional Centurium SPA and (2) the tenth business day from the date
on which the SEC has no further comments on this Schedule 13E-3 (and this Schedule 13E-3 has been filed and disseminated in
accordance with Instruction D.4 of Schedule 13E-3 and Rule 13e-3(f) under the Exchange Act) in connection with the purchase
and sale of the Additional Centurium Sale Shares; and
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after the first closing and prior to the second closing of
the purchase and sale of 358,333 Additional Centurium Sale Shares, (i) by mutual written consent of Double Double and Biomedical
Development, or (ii) by Double Double after consultation with Biomedical Development in good faith, if the second closing
shall not have occurred prior to the tenth day from the date on which the second closing should have taken place pursuant
to terms and conditions the Additional Centurium SPA.
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Additional Parfield
SPA
Purchase Price
Pursuant to the terms and conditions
of the Additional Parfield SPA, Parfield agreed to sell to 2019B Cayman, and 2019B Cayman agreed to purchase from Parfield, 300,000
Ordinary Shares, at the Additional Parfield Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that
the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
The closing of the transactions contemplated
under the Additional Parfield SPA, including the sale and purchase of the applicable Additional Parfield Sale Shares subject to
such Additional Parfield SPA, shall take place on the date that is the fifteenth business day following the satisfaction or waiver
of the closing conditions contained in the Additional Parfield SPA described in Item 4 below or such other date as may be agreed
by all the parties thereto.
Termination
The Additional Parfield
SPA may be terminated prior to the closing of the transactions contemplated thereby:
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by mutual written consent of Parfield and 2019B Cayman;
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by Parfield or 2019B Cayman if the closing of the sale and purchase of the Additional
Parfield Sale Shares contemplated by the Additional Parfield SPA has not occurred by the earlier of (i) the 15th business
day following the satisfaction or waiver of the closing conditions contained in the Additional Parfield SPA and (ii) April
26, 2021, the date that is six months from the date of the Additional Parfield SPA; or
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automatically without any action of Parfield or 2019B Cayman, immediately before the
closing of the Proposed Transaction.
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Effect of the Sales and
Purchases of Shares
After giving effect to the closings
of all of the Sales and Purchases of Shares, (i) the Centurium Filing Persons will beneficially own 9,894,991 Ordinary Shares,
representing 25.48% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will no longer own any Ordinary Shares,
(iii) the Parfield Filing Persons will beneficially own 2,137,696 Ordinary Shares, representing 5.51% of the total outstanding
Ordinary Shares issued by the Company, (iv) the CITIC Filing Persons will beneficially own 4,954,035 Ordinary Shares, representing
12.76% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200
Ordinary Shares, representing 7.09% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly
hold 210,876 Ordinary Shares, representing 0.54% of the total outstanding Ordinary Shares issued by the Company, (vi) V-Sciences
will beneficially own 1,240,000 Ordinary Shares, representing 3.19% of the total outstanding Ordinary Shares issued by the Company
and (vii) the Management Filings Persons will beneficially own 5,340,092 Ordinary Shares, representing 13.75% of the total outstanding
Ordinary Shares issued by the Company.
The Sales and Purchases
of Shares are private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership
of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the
Sales and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates
currently, and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate
of 68.32% of 38,830,846 Ordinary Shares deemed to be outstanding, which consists of (i) 38,788,096
Ordinary Shares issued and outstanding as of November 19, 2020 as provided
by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within 60
days from the day hereof.
Item 2 Subject Company Information
The Filing Persons are filing this
Schedule 13E-3 with respect to the Sales and Purchases of Shares of the subject Company, China Biologic Products Holdings, Inc.,
on the terms and subject to the conditions set forth in the PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional PWM
SPAs, the Additional Centurium SPA and the Additional Parfield SPA, as applicable.
The principal offices of the Company are
located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s
Republic of China. The Company’s telephone number is +86 (10) 6598-3111.
As of November
19, 2020, the Company had 38,788,096 Ordinary Shares issued and outstanding
as provided by the Company.
The Ordinary Shares are traded on the NASDAQ
Global Select Market under the symbol “CBPO”. The high and low sales prices of the Ordinary Shares during each quarter
during the last two years are as follows:
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Quarter-End Date
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High Sales
Price (US$)
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Low Sales
Price (US$)
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September 30, 2018
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107.44
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78.04
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December 31, 2018
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88.00
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60.08
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March 31, 2019
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91.65
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73.00
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June 30, 2019
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101.23
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88.00
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September 30, 2019
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115.96
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92.22
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December 31, 2019
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119.44
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111.97
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March 31, 2020
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118.30
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104.88
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June 30, 2020
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119.44
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88.00
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September 30, 2020
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119.44
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92.22
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Current fourth quarter (through November 24, 2020)
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119.00
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110.42
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According to information provided
by the Company to the Filing Persons and the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, filed
with the SEC on March 12, 2020, the Company has not paid any dividends during the past two years with respect to the Ordinary Shares.
On September 21, 2018, PWM subscribed for
800,000 Ordinary Shares at a price of US$100.90 per Ordinary Share pursuant to the terms and conditions of a certain share purchase
agreement, dated as of August 24, 2018, by and between the Company and PWM.
From November 2018 to March 2019, Beachhead
purchased a total of 2,447,720 Ordinary Shares (the “Open-Market-Purchased Shares”) in open market purchases,
of which 1,321,755 Ordinary Shares were purchased during the fourth quarter of 2018 and 1,125,965 Ordinary Shares were purchased
during the first quarter of 2019. The range of prices paid for such Open-Market-Purchased Shares that were purchased during the
fourth quarter of 2018 was US$68.33 per Ordinary Share to US$$83.25 per Ordinary Share, and the range of prices paid for such Open-Market-Purchased
Shares that were purchased during the first quarter of 2019 was US$74.27 per Ordinary Share to US$86.15 per Ordinary Share. The
average purchase prices for such Open-Market-Purchased Shares for the fourth quarter of 2018 and the first quarter of 2019 were
US$74.37 per Ordinary Share and US$81.04 per Ordinary Share, respectively. On December 14, 2018, Beachhead entered into a plan
with UBS Securities LLC in accordance with Rule 10b5-1 of the Exchange Act (the “10b5-1 Plan”) for the purchase
of up to the lesser of (i) such number of Ordinary Shares costing US$120,000,000 in aggregate and (ii) 1,875,000 Ordinary Shares
during the period beginning on December 14, 2018 and ending on June 15, 2019. 1,509,184 Ordinary Shares of the total Open-Market-Purchased
Shares were purchased by Beachhead pursuant to the 10b5-1 Plan.
On December 9, 2019, Beachhead and Double
Double purchased a total of 4,199,680 Ordinary Shares (the “Capital Sale Shares”) at the per Ordinary Share
purchase price of US$115.00 (the “Capital Sale Price”) from certain existing shareholders of the Company (collectively,
the “Capital Sellers” and each, a “Capital Seller”), who were acting through either Capital
Research and Management Company or Capital Bank & Trust Company, pursuant to that certain share purchase agreement (the “Capital
SPA”), dated as of November 15, 2019, by and between Beachhead and Double Double, on one hand, and the Capital Sellers,
on the other hand.
On April 9, 2020, Point Forward purchased
700,000 Ordinary Shares from Parfield and Amplewood pursuant to the Parfield SPA at the Parfield Sale Price of US$101.00 per Ordinary
Share, pursuant to the terms and conditions of the Parfield SPA and the Parfield Assignment Agreement. Pursuant to the Parfield
SPA Amendment No. 2, Point Forward paid Parfield and Amplewood on October 27, 2020 an additional amount equal to the product of
(a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it under the Parfield SPA, and the post-closing
price adjustment provisions of the Parfield SPA were deleted in their entirety with Point Forward and its affiliates having no
obligations or liabilities under such provisions.
On April 29, 2020, 2019B Cayman and
V-Sciences purchased 266,533 Ordinary Shares and 250,000 Ordinary Shares, respectively, from Double Double at the Centurium Sale
Price of US$120.00 per Ordinary Share, pursuant to the terms and conditions of the applicable Centurium SPA.
On May 6, 2020, HH Sum purchased 210,876
Ordinary Shares from Double Double at the Centurium Sale Price of US$120.00 per Ordinary Share, pursuant to the terms and conditions
of the applicable Centurium SPA.
On May 8, 2020, Double Double and Point
Forward purchased 615,000 Ordinary Shares and 385,000 Ordinary Shares, respectively, in each case at the PWM Sale Prices of US$101.00
per Ordinary Share pursuant to the terms and conditions of the PWM SPA and, as applicable, the PWM-DD Assignment Agreement or
the PWM-PF Assignment Agreement. Pursuant to the PWM SPA Amendments No. 3, each of Double Double and Point Forward paid to PWM
on October 27, 2020 an additional amount equal to the product of (a) US$19.00 multiplied by (b) the number of PWM Sale Shares
purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA were deleted in their entirety
with Double Double and Point Forward and their affiliates having no obligations or liabilities under such provisions.
Item 3 Identity and Background of Filing Person
Centurium Filing Persons
Each of Beachhead, Double Double and Point
Forward is an exempted company incorporated with limited liability under the laws of the Cayman Islands.
Each of CCP 2018, CCCI 2018 and CCM CB
I is a limited partnership incorporated under the laws of the Cayman Islands. CCP 2018 holds 100% of the equity interest in Beachhead
and Double Double, CCCI 2018 holds 74% of the equity interest in Point Forward and CCM CB I holds 26% of the equity interest in
Point Forward.
The address of the principal business and
telephone number of each of the Centurium Filing Persons is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643
0755.
The principal business each of Beachhead,
Double Double and Point Forward is investment holding. The principal business of each of CCP 2018, CCCI 2018 and CCM CB I is investment
activities.
PWM
PWM is an exempted company incorporated
with limited liability under the laws of the Cayman Islands. The principal business address and telephone number of PWM is Level
54, Hopewell Centre, 183 Queen’s Road East, Hong Kong and +86 10 8478 3617. The principal business of PWM is investment
holding.
CITIC Filing Persons
2019B Cayman is an exempted company
incorporated with limited liability under the laws of the Cayman Islands. Each of CCCP IV and CCC Co-Investment is a limited partnership
formed under the laws of the Cayman Islands. CCCP IV holds 92.9% of the equity interest in 2019B Cayman and CCC Co-Investment
holds 7.1% of the equity interest in 2019B Cayman.
The principal business address of CCCP
IV, CCC Co-Investment and 2019B Cayman is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong, and their business telephone
number is + 852 3710 6889.
The principal business of each of CCCP
IV and CCC Co-Investment is investment management for the benefit of its limited partners. The principal business of 2019B Cayman
is investment holdings.
Parfield Filing Persons
Each of Parfield and Amplewood
is a British Virgin Islands company.
Chan is the sole shareholder
and sole director of each of Parfield and Amplewood. Chan is a Canadian citizen residing in Hong Kong.
The principal business address and telephone
number of each of Parfield, Amplewood and Chan is Unit No. 21E, 21st Floor, United Centre, 95 Queensway, Admiralty, Hong Kong and
+852 2122 8902.
The principal business of each of Parfield
and Amplewood is investment in securities. The principal occupation of Chan is as a director of Huacomm Telecommunication Engineering
(HK) Ltd.
Hillhouse Filing Persons
HH China Bio Holdings is a Cayman Islands
limited liability company. The registered office and telephone number for HH China Bio Holdings is c/o Citco Trustees (Cayman)
Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.
HH Sum is an exempted company with limited
liability incorporated under the laws of the Cayman Islands. The registered office and telephone number for HH Sum is c/o Citco
Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.
Each of HH China Bio Holdings
and HH Sum was formed for the purpose of holding investments.
Additional information regarding the Filing
Persons is set forth in Annex A, which is attached hereto and incorporated herein by reference.
Management Filing Persons
Each of Biomedical Treasure, Biomedical
Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation is an exempted company incorporated with limited liability
under the laws of the Cayman Islands. Mr. Chow is a citizen of the United States of America. Mr. Chow indirectly controls each
of Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation.
The address of the principal business
and telephone number of each of the Management Filing Persons is 18th Floor, Jialong International Building, 19 Chaoyang Park
Road, Chaoyang District, Beijing 100125, People’s Republic of China and +86 10 6598 3000.
The principal business of each of Biomedical
Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation is investment holding. Mr. Chow
is the chairman and chief executive officer of the Company.
Item 4 Terms of the Transaction
This Schedule 13E-3 is being filed
in connection with the Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional
PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA.
PWM SPA
Purchase Price
Pursuant to the terms and conditions
of the PWM SPA, PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, 1,000,000 Ordinary Shares at the per
Ordinary Share purchase price of US$101.00, subject to certain adjustments. Pursuant to the PWM-DD Assignment Agreement and the
PWM-PF Assignment Agreement, respectively, Beachhead assigned its rights and obligations with respect to the purchase of 615,000
Ordinary Shares under the PWM SPA to Double Double and its rights and obligations with respect to the purchase of 385,000 Ordinary
Shares under the PWM SPA to Point Forward. Pursuant to the PWM SPA Amendments No. 3, each of Double Double and Point Forward paid
to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of the PWM
Sale Shares purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA were deleted in
their entirety with Double Double and Point Forward and their affiliates having no obligations or liabilities under such provisions.
Closing
On May 8, 2020, PWM completed the sale
of 615,000 Ordinary Shares to Double Double and the sale of 385,000 Ordinary Shares to Point Forward, in each case pursuant to
the terms and conditions of the PWM SPA and, as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
Parfield SPA
Purchase Price
Pursuant to the terms and conditions
of the Parfield SPA, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or
Amplewood, up to 700,000 Ordinary Shares at the per Ordinary Share purchase price of US$101.00, subject to certain adjustments.
Pursuant to the terms and conditions of the Parfield Assignment Agreement, Beachhead assigned its rights and obligations with
respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward. Pursuant to the Parfield
SPA Amendment No. 2, Point Forward paid Parfield and Amplewood on October 27, 2020 an additional amount equal to the product of
(a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it under the Parfield SPA, and the post-closing
price adjustment provisions of the Parfield SPA were deleted in their entirety with Point Forward and its affiliates having no
obligations or liabilities under such provisions.
Closing
On April 9, 2020, Point
Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and
the Parfield Assignment Agreement.
Centurium SPAs
Purchase Price
Pursuant to the terms and conditions
of the Centurium SPAs, Double Double agreed to sell to each of 2019B Cayman, HH Sum and V-Sciences, and each of 2019B Cayman,
HH Sum and V-Sciences agreed to purchase from Double Double, 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary
Shares, respectively, at the Centurium Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that the Buyer
Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
On April 29, 2020, Double Double completed
the sale of 266,533 Ordinary Shares and the sale of 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, in each case pursuant
to the terms and conditions of the applicable Centurium SPA.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum pursuant to the terms and conditions of the applicable Centurium SPA.
Additional PWM SPAs
Purchase Price
Pursuant to the terms and conditions
of the Additional PWM SPAs, PWM agreed to sell to each of Biomedical Treasure, 2019B Cayman and Biomedical Future, and each of
Biomedical Treasure, 2019B Cayman and Biomedical Future agreed to purchase from PWM, 3,750,000 Ordinary Shares, 910,167 Ordinary
Shares and at least 660,833 Ordinary Shares, respectively, at the Additional PWM Sale Price of US$120.00 per Ordinary Share, which
is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Additional Ordinary Shares to be
Purchased by Biomedical Future
Upon occurrence of any Trigger Event,
PWM agreed to sell to Biomedical Future, and Biomedical Future agreed to purchase from PWM, all Ordinary Shares that are not purchased
by 2019B Cayman under 2019B Cayman’s Additional PWM SPA.
Closing
The closing of the transactions contemplated
under each Additional PWM SPA, including the sale and purchase of the applicable Additional PWM Sale Shares subject to such Additional
PWM SPA, shall take place on the date that is the fifteenth business day following the satisfaction or waiver of the closing conditions
contained in such Additional PWM SPA described below or such other date as may be agreed by all the parties thereto.
Upon occurrence of any
Trigger Event, the closing of the purchase by Biomedical Future of the additional Ordinary Shares as described above shall take
place within ten business days after the date on which PWM and Biomedical Future consummate the purchase and sale of the initial
660,833 Ordinary Shares pursuant to Biomedical Future’s Additional PWM SPA or such other date as may be agreed by PWM and
Biomedical Future.
Closing Conditions
The obligation of PWM, as the seller,
to complete the transactions contemplated under each Additional PWM SPA is subject to the following conditions:
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the accuracy of the representations
and warranties of the applicable purchaser set forth in such purchaser’s Additional PWM SPA as of October 26, 2020,
the date of such Additional PWM SPA, and as of the closing date of the sale and purchase of the relevant Additional PWM Sale
Shares contemplated by such Additional PWM SPA;
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the applicable purchaser having performed
all of its pre-closing obligations in the corresponding Additional PWM SPA in all material respects;
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the approval by PWM’s shareholders
of the transactions contemplated by the applicable Additional PWM SPA;
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filing of this Schedule 13E-3 with
the SEC for no less than thirty days, and this Schedule 13E-3 having been disseminated in accordance with Rule 13e-3(f) under
the Exchange Act for no less than twenty days; and
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no prohibition on consummating the
transactions contemplated by the Additional PWM SPA imposed by any applicable laws, judgment, order, writ or decree of any
government authority or court.
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The obligation of Biomedical Treasure,
2019B Cayman and Biomedical Future, each as the purchaser, to complete the transactions contemplated under the applicable Additional
PWM SPA is subject to the following conditions:
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the accuracy of the representations
and warranties of PWM set forth in the applicable Additional PWM SPA as of October 26, 2020, the date of such Additional PWM
SPA, and as of the closing date of the sale and purchase of the relevant Additional PWM Sale Shares contemplated by such Additional
PWM SPA;
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PWM having performed all of its pre-closing
obligations in the applicable Additional PWM SPA in all material respects;
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the approval by PWM’s shareholders
of the transactions contemplated by the applicable Additional PWM SPA;
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filing of this Schedule 13E-3 with
the SEC for no less than thirty days, and this Schedule 13E-3 having been disseminated in accordance with Rule 13e-3(f) under
the Exchange Act for no less than twenty days; and
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no prohibition on consummating the
transactions contemplated by the Additional PWM SPA imposed by any applicable laws, judgment, order, writ or decree of any
government authority or court.
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Assignment
Neither PWM, as the seller, nor Biomedical
Treasure, 2019B Cayman or Biomedical Future (as applicable), as purchaser, may assign their rights or obligations under their
respective Additional PWM SPAs without the prior written consent of the other party, except that each of Biomedical Treasure,
2019B Cayman or Biomedical Future may assign its rights and obligations under its Additional PWM SPA to its affiliates without
the prior written consent of PWM.
Termination
Each Additional PWM SPA
may be terminated prior to the closing of the transactions contemplated thereby:
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by mutual written consent of PWM, as
the seller, and Biomedical Treasure, 2019B Cayman or Biomedical Future, as applicable, as the purchaser, or
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by PWM, as the seller, or Biomedical
Treasure, 2019B Cayman or Biomedical Future, as applicable, as the purchaser, if the closing of the sale and purchase of the
applicable PWM Sale Shares contemplated by such Additional PWM SPA has not occurred by the earlier of (i) the 20th business
day from the date on which the shareholders of PWM have duly approved the transactions contemplated by such Additional PWM
SPA at an extraordinary general meeting of the shareholders of PWM and (ii) April 26, 2021, the date that is six months from
the date of such Additional PWM SPA, or
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automatically without any action of
PWM or Biomedical Treasure, 2019B Cayman or Biomedical Future, as applicable, immediately before the closing of the Proposed
Transaction.
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Additional Centurium
SPA
Purchase Price
Pursuant to the terms and conditions
of the Additional Centurium SPA, Double Double agreed to sell to Biomedical Development, and Biomedical Development agreed to
purchase from Double Double, 775,000 Ordinary Shares, at the Additional Centurium Sale Price of US$120.00 per Ordinary Share,
which is the same purchase price that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
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The first closing of the purchase
and sale of 416,667 Additional Centurium Sale Shares subject to the Additional Centurium
SPA shall take place on the date that is the third business day following the satisfaction
or waiver of the first closing conditions contained in the Additional Centurium SPA described
below or such other date as may be agreed by all the parties thereto; provided that in
no event shall the closing occur prior to the later of (i) the fifth business day after
the date that is 30 days following the date on which this Schedule 13E-3 is first filed
with the SEC and (ii) the fifth business day after the date that is 20 days following
the date that this Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under
the Exchange Act.
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The
second closing of the purchase and sale of 358,333 Additional Centurium Sale Shares subject
to the Additional Centurium SPA shall take place on the later of (i) the fifth business
day following the satisfaction or waiver of the second closing conditions contained in
the Additional Centurium SPA described below and (ii) January 26, 2021, the three-month
anniversary of the date of the Additional Centurium SPA, or such earlier date designated
by Biomedical Development.
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Closing
Conditions
The obligation of Double Double, as
the seller, to complete the first closing of the purchase and sale of 416,667 Additional Centurium Sale Shares contemplated under
the Additional Centurium SPA is subject to the following conditions:
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the
accuracy of the representations and warranties of Biomedical Development set forth in
the Additional Centurium SPA as of October 26, 2020, the date of the Additional Centurium
SPA and as of the date of the first closing of the sale and purchase of 416,667 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA;
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the
performance by Biomedical Development of all of its pre-first closing obligations contained
in the Additional Centurium SPA in all material respects; and
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no
prohibition on consummating the first closing of the purchase and sale of 416,667 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA imposed by any applicable
laws, judgment, order, writ or decree of any government authority or court.
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The obligation of Biomedical Development,
as the purchaser, to complete the first closing of the purchase and sale of 416,667 Additional Centurium Sale Shares contemplated
under the Additional Centurium SPA is subject to the following conditions:
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the
accuracy of the representations and warranties of Double Double set forth in the Additional
Centurium SPA as of October 26, 2020, the date of the Additional Centurium SPA, and as
of the date of the first closing of the sale and purchase of 416,667 Additional Centurium
Sale Shares contemplated by the Additional Centurium SPA;
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the
performance by Double Double of all of its pre-first closing obligations contained in
the Additional Centurium SPA in all material respects; and
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no
prohibition on consummating the first closing of the purchase and sale of 416,667 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA imposed by any applicable
laws, judgment, order, writ or decree of any government authority or court.
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The obligation of Double Double, as
the seller, to complete the second closing of the purchase and sale of 358,333 Additional Centurium Sale Shares contemplated under
the Additional Centurium SPA is subject to the following conditions:
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the
accuracy of the representations and warranties of Biomedical Development set forth in
the Additional Centurium SPA as of October 26, 2020, the date of the Additional Centurium
SPA and as of the date of the second closing of the sale and purchase of 358,333 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA;
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the
performance by Biomedical Development of all of its pre-second closing obligations contained
in the Additional Centurium SPA in all material respects;
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no
prohibition on consummating the second closing of the purchase and sale of 358,333 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA imposed by any applicable
laws, judgment, order, writ or decree of any government authority or court; and
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the
first closing having been consummated.
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The obligation of Biomedical Development,
as the purchaser, to complete the second closing of the purchase and sale of 358,333 Additional Centurium Sale Shares contemplated
under the Additional Centurium SPA is subject to the following conditions:
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the
accuracy of the representations and warranties of Double Double set forth in the Additional
Centurium SPA as of October 26, 2020, the date of the Additional Centurium SPA, and as
of the date of the second closing of the sale and purchase of 358,333 Additional Centurium
Sale Shares contemplated by the Additional Centurium SPA;
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the
performance by Double Double of all of its pre-second closing obligations contained in
the Additional Centurium SPA in all material respects;
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no
prohibition on consummating the second closing of the purchase and sale of 358,333 Additional
Centurium Sale Shares contemplated by the Additional Centurium SPA imposed by any applicable
laws, judgment, order, writ or decree of any government authority or court; and
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the
first closing having been consummated.
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Assignment
Neither Double Double, as the seller,
nor Biomedical Development, as the purchaser, may assign their rights or obligations under the Additional Centurium SPA without
the prior written consent of the other party.
Termination
The Additional Centurium
SPA may be terminated:
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prior to the first closing of the purchase
and sale of 416,667 Additional Centurium Sale Shares (i) by mutual written consent of Double Double and Biomedical Development,
or (ii) by Double Double or by Biomedical Development, if the first closing shall not have occurred prior to the earlier of
(1) January 26, 2021, the three-month anniversary of the date of the Additional Centurium SPA and (2) the tenth business day
from the date on which the SEC has no further comments on this Schedule 13E-3 (and this Schedule 13E-3 has been filed and
disseminated in accordance with Instruction D.4 of Schedule 13E-3 and Rule 13e-3(f) under the Exchange Act) in connection
with the purchase and sale of the Additional Centurium Sale Shares; and
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after the first closing and prior to
the second closing of the purchase and sale of 358,333 Additional Centurium Sale Shares (i) by mutual written consent of Double
Double and Biomedical Development, or (ii) by Double Double after consultation with Biomedical Development in good faith,
if the second closing shall not have occurred prior to the tenth day from the date on which the second closing should have
taken place pursuant to terms and conditions the Additional Centurium SPA.
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Additional Parfield
SPA
Purchase Price
Pursuant to the terms and conditions
of the Additional Parfield SPA, Parfield agreed to sell to 2019B Cayman, and 2019B Cayman agreed to purchase from Parfield, 300,000
Ordinary Shares, at the Additional Parfield Sale Price of US$120.00 per Ordinary Share, which is the same purchase price that
the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
Closing
The closing of the transactions contemplated
under the Additional Parfield SPA, including the sale and purchase of the Additional Parfield Sale Shares subject to such Additional
Parfield SPA, shall take place on the date that is the fifteenth business day following the satisfaction or waiver of the closing
conditions contained in the Additional Parfield SPA described below or such other date as may be agreed by all the parties thereto.
Closing Conditions
The obligation of Parfield, as the
seller, to complete the transactions contemplated under the Additional Parfield SPA is subject to the following conditions:
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the accuracy
of the representations and warranties of 2019B Cayman set forth in the Parfield SPA as of October 26, 2020, the date of the
Additional Parfield SPA, and as of the closing date of the sale and purchase of the Additional Parfield Sale Shares contemplated
by the Additional Parfield SPA;
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2019B Cayman
having performed all of its pre-closing obligations in the Additional Parfield SPA in all material respects;
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this Schedule
13E-3 having been filed for no less than thirty days, and this Schedule 13E-3 having been disseminated in accordance with
Rule 13e-3(f) under the Exchange Act for no less than twenty days; and
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no prohibition
on consummating the transactions contemplated by the Additional Parfield SPA imposed by any applicable laws, judgment, order,
writ or decree of any government authority or court.
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The obligation of 2019B Cayman, as
the purchaser, to complete the transactions contemplated under the Additional Parfield SPA is subject to the following conditions:
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the accuracy of the representations
and warranties of Parfield set forth in the Parfield SPA as of October 26, 2020, the date of the Additional Parfield SPA,
and as of the closing date of the sale and purchase of the Additional Parfield Sale Shares contemplated by the Additional
Parfield SPA;
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Parfield having performed all of its
pre-closing obligations in the Additional Parfield SPA in all material respects;
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this Schedule 13E-3 having been filed
for no less than thirty days, and this Schedule 13E-3 having been disseminated in accordance with Rule 13e-3(f) under the
Exchange Act for no less than twenty days; and
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no prohibition on consummating the
transactions contemplated by the Additional Parfield SPA imposed by any applicable laws, judgment, order, writ or decree of
any government authority or court.
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Assignment
Neither Parfield, as the seller, nor
2019B Cayman, as the purchaser, may assign their rights or obligations under the Additional Parfield SPA without the prior written
consent of the other party, except that 2019B Cayman may assign its rights and obligations under the Additional Parfield SPA to
its affiliates without the prior written consent of Parfield.
Termination
The Additional Parfield
SPA may be terminated prior to the closing of the transactions contemplated thereby:
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by mutual
written consent of Parfield and 2019B Cayman;
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by Parfield
or 2019B Cayman if the closing of the sale and purchase of the Additional Parfield Sale Shares contemplated by the Additional
Parfield SPA has not occurred by the earlier of (i) the 15th business day following the satisfaction or waiver of the closing
conditions contained in the Additional Parfield SPA and (ii) April 26, 2021, the date that is six months from the date of
the Additional Parfield SPA; or
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automatically
without any action of Parfield or 2019B Cayman, immediately before the closing of the Proposed Transaction.
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Effect of the Sales and
Purchases of Shares
After giving effect to
the closings of all of the Sales and Purchases of Shares, (i) the Centurium Filing Persons will beneficially own 9,894,991 Ordinary
Shares, representing 25.48% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will no longer own any Ordinary
Shares, (iii) the Parfield Filing Persons will beneficially own 2,137,696 Ordinary Shares, representing 5.51% of the total outstanding
Ordinary Shares issued by the Company, (iv) the CITIC Filing Persons will beneficially own 4,954,035 Ordinary Shares, representing
12.76% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200
Ordinary Shares, representing 7.09% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly
hold 210,876 Ordinary Shares, representing 0.54% of the total outstanding Ordinary Shares issued by the Company, (vi) V-Sciences
will beneficially own 1,240,000 Ordinary Shares, representing 3.19% of the total outstanding Ordinary Shares issued by the Company
and (vii) the Management Filings Persons will beneficially own 5,340,092 Ordinary Shares, representing 13.75% of the total outstanding
Ordinary Shares issued by the Company.
The Sales and Purchases
of Shares are private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership
of Ordinary Shares by the members of the Buyer Consortium and their affiliates will not be affected by the consummation of the
Sales and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates
currently, and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate
of 68.32% of 38,830,846 Ordinary Shares deemed to be outstanding, which consists of (i) 38,788,096
Ordinary Shares issued and outstanding as of November 19, 2020 as provided
by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within 60
days from the day hereof.
Different Terms, Dissenters’
Rights, Provisions for Unaffiliated Security Holders of the Company, Eligibility of Listing or Trading
The Filing Persons are
filing this Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions
that have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule
13e-3(a)(3)(ii) under the Exchange Act. In connection with the Sales and Purchases of Shares: (i) there are no terms or arrangements
of a Rule 13e-3 transaction that treat any holders of Ordinary Shares differently from other holders of Ordinary Shares; (ii)
there are no dissenters’ or appraisal rights available to the holders of Ordinary Shares under the laws of the Cayman Islands;
(iii) no provision has been made to (A) grant unaffiliated security holders of the Company (other than those that are parties
to the Sales and Purchases of Shares) access to the corporate files of the Filing Persons or (B) obtain counsel or appraisal services
at the expense of the Filing Persons; and (iv) there is no transaction involving the offer of securities of any of the Filing
Persons in exchange for Ordinary Shares held by unaffiliated security holders of the Company. In light of the execution of the
Merger Documents, the Filing Persons intend to further amend this Schedule 13E-3 by filing the Merger Schedule 13E-3 Amendment,
in which the Filing Persons intend to provide additional details with respect to the Merger Documents and the transactions contemplated
thereby, including the Merger.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
PWM/TianXinFu Share Exchange
On January 1, 2018, the Company acquired
80% of the equity interests in TianXinFu (Beijing) Medical Appliance Co., Ltd. (“TianXinFu”), a medical device
company primarily engaged in the manufacturing and sale of regenerative medical biomaterial products, from PWM, which was not a
shareholder of the Company before such transaction. In exchange for the acquisition of such equity interests in TianXinFu, the
Company issued 5,521,000 Ordinary Shares to PWM, and PWM became a shareholder of the Company. In connection with such share issuance
to PWM, the Company entered into an investor rights agreement with PWM (the “PWM IRA”) on January 1, 2018, pursuant
to which the Company granted to PWM certain shelf and piggyback registration rights and a right to designate one director to the
Board (subject to certain conditions). At the same time, the PWM IRA imposed on PWM certain transfer restrictions for a three-year
lockup period and certain investment restrictions for so long as PWM has the right to designate any director to the Board. The
PWM IRA also requires PWM to, during the lockup period, vote all shares of the Company beneficially owned by PWM in the manner
recommended by the Board at any of the Company’s shareholders meetings, provided that PWM is not required to take any actions
that would (a) be inconsistent with the fiduciary duties of the directors of PWM under applicable laws or (b) violate any applicable
securities laws or stock exchange rules.
CITIC Proposal
On June 11, 2018, CCRE Holdings Limited
(“CCRE”), an affiliate of CCCP IV, submitted a nonbinding proposal (the “CITIC Proposal”)
to the Board to acquire all of the outstanding share capital of the Company not already owned by CCRE and its affiliates for US$110.00
in cash per Ordinary Share, which proposal was later withdrawn on August 23, 2018. Additional information regarding the CITIC Proposal
and its withdrawal can be found in the Schedule 13D and the Amendment No. 1 to Schedule 13D filed by CCRE and certain other reporting
persons with the SEC on June 18 and August 27, 2018, respectively.
2018 August Private Placements
On August 24, 2018, each of (i) Beachhead
and Double Double, (ii) PWM, (iii) CITIC Capital MB Investment Limited (“CCMB”), an affiliate of CCCP IV and
(iv) HH Bio China Holdings entered into a share purchase agreement with the Company for the subscription of 3,050,000 Ordinary
Shares, 800,000 Ordinary Shares, 1,000,000 Ordinary Shares and 1,000,000 Ordinary Shares, respectively, at a per Ordinary Share
purchase price of US$100.90. On the same day, the Company issued 1,800,000 Ordinary Shares to Beachhead, 1,000,000 Ordinary Shares
to CCMB and 1,000,000 Ordinary Shares to HH Bio China Holdings, pursuant to their respective share purchase agreements. On September
4, 2018, Double Double assigned its rights and obligations under its share purchase agreement to Beachhead, and the Company issued
1,250,000 additional Ordinary Shares to Beachhead thereafter pursuant to Beachhead and Double Double’s share purchase agreement.
On September 21, 2018, the Company issued 800,000 Ordinary Shares to PWM pursuant to PWM’s share purchase agreement.
In connection with these share subscriptions,
on August 24, 2018 the Company entered into separate investor rights agreements with (i) Beachhead (the “Centurium IRA”),
(ii) CCMB (the “CITIC IRA”) and (iii) HH Bio China Holdings (the “Hillhouse IRA,” and together
with the PWM IRA, the Centurium IRA and the CITIC IRA, collectively, the “IRAs”), respectively. Each of the
Centurium IRA, CITIC IRA and Hillhouse IRA imposed certain transfer restrictions on such investors, including a two-year lockup
of the Ordinary Shares acquired in this private placement, transfer restrictions with respect to the Company’s competitors,
and agreements to vote in accordance with the recommendations of the Board at the Company’s shareholders meetings. The Company
also granted certain shelf and piggyback registration rights to Beachhead, CCMB and HH Bio China Holdings, and granted Beachhead
a right to designate one director to the Board, subject to certain conditions.
In connection with the subscription
for 800,000 Ordinary Shares, (i) PWM entered into a margin loan agreement (the “PWM Margin Loan Agreement”)
with Morgan Stanley Bank, N.A. as the lender (the “Lender”) and Morgan Stanley & Co. International plc
as the calculation agent (the “Agent”) on September 20, 2018, pursuant to which the Lender made a loan to PWM
in an amount of US$82,720,000, and (ii) PWM, as the chargor, and the Agent, as the security agent, entered into a debenture on
September 20, 2018, pursuant to which PWM charged, among others things, 3,162,854 Ordinary Shares in favor of the Agent as continuing
security for the full payment and discharge of its obligations under the PWM Margin Loan Agreement (the “PWM Share Pledge”).
In connection with the margin loan made available by the Lender pursuant to the PWM Margin Loan Agreement, the Company waived
certain transfer restrictions under the PWM IRA so that PWM would be permitted to (i) pledge 3,162,854 Ordinary Shares to secure
the margin loan, and (ii) pledge or sell up to 897,989 additional Ordinary Shares mainly for the payment of the interest, fees
and expenses, and/or the cure of any collateral shortfall under the margin loan. If PWM proposes to sell any of the Ordinary Shares
covered by such waiver, the Company will have a right of first offer to purchase or designate another party to purchase all or
a portion of such Ordinary Shares at the closing price on the last trading day prior to the date on which PWM delivers a notice
of the proposed sale. On May 8, 2020, PWM utilized a portion of the proceeds from the sale of 615,000 Ordinary Shares to Double
Double and 385,000 Ordinary Shares to Point Forward to fully prepay all outstanding principal amount and accrued interest under
the PWM Margin Loan Agreement, upon which all Ordinary Shares charged by PWM in favor of the Agent under the PWM Share Pledge
were released pursuant to the terms thereof. Additional information regarding the PWM Margin Loan Agreement and the PWM Share
Pledge can be found in Amendment No. 1 to Schedule 13D and Amendment No. 7 to Schedule 13D filed with the SEC by PWM and other
reporting persons on September 24, 2018 and May 11, 2020, respectively.
CITIC Internal Transfer
On October 12, 2018, CCCP IV acquired
2,680,863 Ordinary Shares from CCMB for an aggregate consideration of US$249,563,145.40 (the “CITIC Internal Transfer”).
On the same day, CCCP IV entered into a deed of adherence (the “CITIC Adherence Deed”) in accordance with the
CITIC IRA, pursuant to which CCCP IV agreed to be bound by all of the terms, provisions and conditions contained in the CITIC
IRA. Additional information regarding the CITIC Internal Transfer and the CITIC Adherence Deed can be found in Amendment No. 2
to Schedule 13D filed by CCMB and other reporting persons with the SEC on October 16, 2018.
TJWY Medical Purchase
On November 28, 2018, the Company entered
into a share transfer agreement with Smart Step Investments Limited (“Smart Step”), the then largest shareholder
of Beijing Taijieweiye Technology Co., Ltd. (“TJWY Medical”), a manufacturer of interventional products, pursuant
to which the Company purchased approximately 11.55% of the equity interests in TJWY Medical from Smart Step for cash consideration
of US$10,812,893. Pursuant to the share transfer agreement, the Company has the right to request Smart Step to redeem full or part
of the equity interests in TJWY Medical transferred at the original purchase price plus 6% compound interest rate per annum. Such
right can be exercised by the Company within six months from the third anniversary of the closing date of this transaction. This
transaction was completed on January 23, 2019. The ultimate beneficial owner of Smart Step is Ms. Yufeng Liu (“Ms. Liu”).
Additional information about Ms. Liu can be found in Annex A attached hereto.
Current Proposal and Proposed Transaction
In August and September 2018, Beachhead
subscribed for a total of 3,050,000 Ordinary Shares from the Company in a negotiated private placement transaction and became a
shareholder of the Company. Since then, Beachhead (together with Double Double and Point Forward and their respective affiliates,
collectively, “Centurium”) has held such acquired Ordinary Shares for investment purposes and reserved the option
to make additional purchases of Ordinary Shares or make other investment decisions from time to time, depending on Centurium’s
evaluation of the Company’s business, prospects and financial condition, among other things.
In connection with Centurium’s periodic
evaluation of its investment in the Company, on September 4, 2019, a representative of Centurium initially contacted a representative
of PWM, and preliminarily discussed the possibility of a potential transaction involving the Company.
On September 9, 2019, a representative
of Centurium contacted Sean Shao, an independent director of the Company, in connection with a limited waiver (the “Initial
Waiver”) of certain restrictions under the Centurium IRA, the CITIC IRA and the Hillhouse IRA and the Company’s
amended and restated preferred shares rights agreement (as amended by amendment no. 1 thereto and as may be further amended from
time to time, the “Rights Agreement”) in order to, among other things, permit potential discussions among such
investors regarding the possibility of submitting a proposal to acquire all of the Company’s total issued and outstanding
Ordinary Shares not beneficially owned by such investors and the potential formation of a buyer consortium in connection therewith.
On September 11, 2019, the Company granted
the Initial Waiver to Beachhead.
On September 12, 2019, a representative
of Centurium contacted a representative of Parfield to discuss Parfield’s potential participation in a buyer consortium
in connection with the Proposed Transaction. Later on the same day, Kirkland & Ellis, legal counsel to Centurium and
the Buyer Consortium (“Kirkland & Ellis”), on behalf of Centurium, provided a draft of the Consortium Agreement
to K&L Gates, legal counsel to Parfield, for their review and comments.
On September 13, 2019, Centurium provided
to Wilson Sonsini Goodrich & Rosati (“WSGR”), legal counsel to PWM and the Buyer Consortium, a draft of
the Consortium Agreement for their review and comments.
On September 15, 2019, WSGR provided a
draft of the PWM SPA to Centurium and Kirkland & Ellis for their review and comments.
On September 16, 2019, a representative
of Centurium contacted representatives of HH Sum to discuss HH Sum’s potential participation in the Proposed Transaction.
On September 17, 2019, a representative
of Centurium contacted representatives of each of CCCP IV and V-Sciences to discuss CCCP IV’s and V-Sciences’ potential
participation in the Proposed Transaction. On the same day, Kirkland & Ellis, on behalf of Centurium, provided a draft of
the Consortium Agreement to each of CCCP IV, HH Sum and V-Sciences (or, in certain instances, their applicable advisors).
Also, on September 17, 2019, in connection
with the ongoing discussion of Parfield’s participation in the Buyer Consortium, Kirkland & Ellis, on behalf of Centurium,
provided a draft of the Parfield SPA to K&L Gates for its and Parfield’s review and comments.
In the afternoon on September 18, 2019,
Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk & Wardwell LLP (“Davis Polk”),
legal counsel to the Company, to request a second waiver under the IRAs and the Rights Agreement (the “Second Waiver”)
in order to, among other things, permit the submission of an acquisition proposal to the Board and the entry into the Consortium
Agreement, the PWM SPA and the Parfield SPA. Later in the afternoon on September 18, 2019, the Board held a meeting to discuss
the Second Waiver, and at such meeting, Mr. Hui Li (“Mr. Li”) indicated that, if the Board were to approve
the Second Waiver, Centurium and other members of the Buyer Consortium could submit a proposal to the Board to acquire the Company
with a purchase price at US$120.00 per Ordinary Share. Later on the same day, the Company granted the Second Waiver to Beachhead,
PWM, CCCP IV and HH China Bio Holdings.
Following the receipt of the Second Waiver,
in the evening on September 18, 2019, the Initial Consortium Members entered into the Consortium Agreement, pursuant to which (as
amended as of the date hereof) each Initial Consortium Member agreed, among other things, to (i) cooperate with the other members
of the Buyer Consortium in good faith to undertake due diligence with respect to the Company and its business, engage in discussions
with the Company regarding the Proposal and negotiate in good faith the terms of the definitive documentation in connection with
the Proposed Transaction as contemplated by the Proposal, (ii) for a period of 12 months after the date of the Consortium Agreement,
work exclusively with each other member of the Buyer Consortium with respect to the Proposed Transaction and vote all equity securities
of the Company held or otherwise beneficially owned by it or its affiliates in favor of the authorization and approval
of the Proposed Transaction and any definitive documentation in connection therewith, and against any alternative transaction,
(iii) for a period of 12 months after the date of the Consortium Agreement, not transfer any equity securities of the Company held
by it or its affiliates, and not acquire any additional equity securities of the Company, except for (A) transfers to an affiliate
of such Initial Consortium Member or another member of the Buyer Consortium, (B) certain other transactions approved by a majority
of the Initial Consortium Members and (C) transfers and acquisitions pursuant to the share incentive plans of the Company or in
connection with the settlement of certain existing derivative transactions involving any securities of the Company, and (iv) contribute
its Rollover Securities to Parent in exchange for a certain number of newly
issued shares of Parent, in each case subject to the terms and conditions of the Consortium Agreement. PWM’s obligations
under the Consortium Agreement to vote in favor of the Proposed Transaction and contribute its Rollover Securities are subject
to the approval by the shareholders of PWM at an extraordinary general meeting of PWM. Concurrently with the execution and delivery
of the Consortium Agreement, the Initial Consortium Members submitted the Proposal to the Board. The Company announced the receipt
of the Proposal from the Buyer Consortium after the market closed on September 18, 2019. During the period from September 19 to
September 30, 2019, each of the Initial Consortium Members, and/or their respective reporting persons, separately filed a Schedule
13D or an amendment to Schedule 13D, to report, among other things, the submission of the Proposal and the entry into the Consortium
Agreement.
Also, on September 18, 2019, in connection
with the formation of the Buyer Consortium, Beachhead entered into (i) the PWM SPA with PWM, pursuant to and subject to the terms
and conditions of which PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, the PWM Sale Shares at the
PWM Purchase Price, subject to further adjustments in accordance with the terms and conditions of the PWM SPA; and (ii) the Parfield
SPA with Parfield and Amplewood, pursuant to and subject to the terms and conditions of which Parfield and/or Amplewood agreed
to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, the Parfield Sale Shares at the Parfield
Purchase Price, subject to further adjustments in accordance with the terms and conditions of the Parfield SPA. Each of Beachhead,
PWM and Parfield, together with their respective reporting persons, separately reported the entry into the PWM SPA and/or the Parfield
SPA (as applicable) in the same Schedule 13D or amendment to Schedule 13D described in the preceding paragraph.
On September 20, 2019, a representative
of the Capital Sellers contacted a representative of Centurium to discuss whether Centurium or the Buyer Consortium would be interested
in exploring a purchase of the Capital Sellers’ Ordinary Shares.
On September 24, 2019, the Company announced
that the Board had formed a special committee (the “Special Committee”) to review and evaluate the Proposal.
The Special Committee is composed of Mr. Sean Shao, Dr. Yungang Lu and Mr. Qi Ning, who are independent directors of the Company
and unaffiliated with any member of the Buyer Consortium. Mr. Sean Shao was appointed as the chairman of the Special Committee.
On
October 17, 2019, the Company announced that the Special Committee had retained Duff & Phelps, LLC and Duff & Phelps
Securities, LLC as its financial advisor and Davis Polk as its legal counsel in connection with its review and evaluation of the
Proposal.
On
October 20, 2019, each of the Initial Consortium Members entered into a confidentiality agreement with the Company in connection
with the Proposed Transaction (collectively, the “Confidentiality Agreements”). Between October 21,
2019 and early February 2020, (i) representatives of the Buyer Consortium and their respective advisors conducted due diligence
with respect to the Company; and (ii) Kirkland & Ellis and WSGR, on behalf of certain members of the Buyer Consortium, held
some preliminary discussions with Davis Polk with respect to certain aspects of the Proposed Transaction.
Between early October 2019 and mid-November
2019, representatives of Centurium and the Capital Sellers negotiated the proposed terms of the Capital SPA.
On November 14, 2019, Kirkland & Ellis,
on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver from the
Company under (i) the IRAs, (ii) the Rights Agreement and (iii) the applicable Confidentiality Agreements (the “Third
Waiver”) with respect to, among other things, the Capital SPA and an amendment to the Consortium Agreement to be entered
into by the relevant parties.
On November 15, 2019, the Board granted
the Third Waiver to Beachhead, Double Double, PWM, Parfield, CCCP IV, HH Sum and HH China Bio Holdings.
On the same day, following receipt
of the Third Waiver, Beachhead and Double Double entered into the Capital SPA with the Capital Sellers to acquire the Capital
Sale Shares at the Capital Sale Price. Additional information regarding this purchase (including a copy of the Capital SPA) can
be found in the Amendment No. 7 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other reporting persons
on November 15, 2019.
Between November 18, 2019 and January
23, 2020, representatives of Centurium negotiated (i) the proposed terms of the Centurium SPAs with representatives of CCCP IV,
HH Sum and V-Sciences and their respective legal advisors and (ii) the proposed terms of the Consortium Agreement Amendment with
representatives of all the other members of the Buyer Consortium and their respective legal advisors.
On December 9, 2019, Beachhead and Double
Double completed the purchases of the Capital Sale Shares from Capital Sellers pursuant to the terms and conditions of the Capital
SPA.
On December 16, 2019, Beachhead completed
the transfer of 901,265 Ordinary Shares to Point Forward in connection with an internal restructuring conducted by certain Centurium
Filing Persons. Point Forward executed and delivered to the Company a deed of adherence, dated December 12, 2019, in accordance
with the Centurium IRA, pursuant to which Point Forward agreed to be bound by all of the terms, provisions and conditions contained
in such Centurium IRA. Additional information regarding this transfer can be found in Amendment No. 8 to Schedule 13D filed with
the SEC by the Centurium Filing Persons and other reporting persons on January 24, 2020.
On January 10, 2020, Kirkland &
Ellis, on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver
(the “Fourth Waiver”) from the Company (i) under the IRAs, the Rights Agreement and the applicable Confidentiality
Agreements with respect to, among other things, the Centurium SPAs and the Consortium Agreement Amendment to be entered into by
the relevant parties and (ii) under the Centurium IRA and the Rights Agreement in connection with the enforcement of the share
pledge securing the Facility (as defined below).
On January 23, 2020, the Board granted
the Fourth Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCCP IV, HH Sum, HH China Bio Holdings and V-Sciences.
On January 23, 2020, following the
receipt of the Fourth Waiver, Double Double entered into a Centurium SPA with each of 2019B Cayman, HH Sum and V-Sciences. Pursuant
to and subject to the terms and conditions of the Centurium SPAs, Double Double agreed to sell to 2019B Cayman, HH Sum and V-Sciences
the Centurium Sale Shares at the Centurium Sale Price.
On January 23, 2020, Double Double,
Point Forward and the Initial Consortium Members entered into the Consortium Agreement Amendment, which reflected, among other
things, certain changes in the number of Rollover Securities held by the members of the Buyer Consortium and their respective
affiliates that had occurred and that would occur if the transactions contemplated by the Centurium SPAs are consummated. By execution
and delivery of the Consortium Agreement Amendment, each of Double Double and Point Forward joined the Buyer Consortium and, from
January 23, 2020, all references to the “Buyer Consortium” in the Consortium Agreement included, in addition to the
Initial Consortium Members, Double Double and Point Forward. During the period from January 24 to January 27, 2020, each of Centurium,
PWM, CCCP IV, HH Sum and V-Sciences, and/or its other reporting persons, separately filed an amendment to Schedule 13D to report,
among other things, the entry into the Consortium Agreement Amendment, and if applicable, the Centurium SPAs.
Also, on January 23, 2020, Kirkland
& Ellis, on behalf of the Buyer Consortium, provided an initial draft of the Merger Agreement with respect to the Proposed
Transaction to Davis Polk. The draft Merger Agreement provided for, among other things,
(a) a provision that PWM’s vote in favor of the Merger and its obligations to contribute its Ordinary Shares to Parent
would be subject to and contingent upon the approval of PWM’s shareholders, (b) a covenant that the Company would use its
reasonable best efforts to ensure its offshore available U.S. dollar cash at the closing of the Merger would be no less than a
minimum amount and would make such cash available as a source of funds for the Merger, (c)
general “no-shop” obligations of the Company, (d) a condition to Parent’s obligations to consummate the transactions
contemplated by the Merger Agreement that the amount of dissenting shares not exceed a specified percentage of the total outstanding
Ordinary Shares, and (e) payment of a termination fee by the Company if the Merger Agreement would be terminated under
certain circumstances where the Company either enters into or consummates an acquisition proposal within 12 months of such termination.
On February 11, 2020, Davis Polk, on
behalf of the Special Committee, provided comments on the draft Merger Agreement to Centurium and Kirkland & Ellis. The
revised draft Merger Agreement provided for, among other things, (a) a “majority-of-minority” voting requirement pursuant
to which the Merger would need to be approved by a majority of the Ordinary Shares not held by Consortium Members and their afffiliates,
(b) a 60-day post-signing “go-shop” period, (c) a right for the Board
to effect a change in its recommendation to vote in favor of the Merger if the Board received a superior proposal or if
the failure to do so would otherwise be inconsistent with the fiduciary duties of the Board
and (d) payment by Parent of a reverse termination fee in the event that the Merger did not close by the end date of the
Merger Agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to
any action or inaction of Parent, Merger Sub, any member of the Buyer Consortium or any Rollover Securityholder, and removed,
among other things, (i) the provision in relation to the requirement that PWM obtain the approval of its shareholders with respect
to its voting, contribution and other obligations in connection with the Proposed Transaction, (ii) the covenant in relation to
the minimum offshore available Company cash requirement, (iii) the closing condition with respect to the maximum percentage of
dissenting shares, and (iv) the payment of a termination fee by the Company in connection with an acquisition proposal.
On February 14, 2020, Beachhead, as
borrower, entered into a margin loan facility agreement (“Facility Agreement”) with Ping An Bank Co., Ltd.
(平安银行股份有限公司),
acting through the Offshore Banking Center, as arranger, lender, agent and security agent (“Ping An”). Pursuant
to the Facility Agreement, Ping An agreed to provide a term facility of US$350 million in aggregate to Beachhead (the “Facility”).
The maturity date of the Facility is February 14, 2025. The payment obligations of Beachhead under the Facility Agreement will
be secured by, amongst others, a first priority security interest over a certain number of Ordinary Shares held by or to be acquired
by Beachhead.
On February 17, 2020, the Special Committee,
through an email sent by Duff & Phelps Securities, LLC to Kirkland & Ellis, requested the Buyer Consortium to consider
increasing the price per Ordinary Share of US$120.00 offered in the Proposal.
On February 20, 2020, Kirkland & Ellis
held a telephonic meeting with Davis Polk to discuss certain material issues raised in the draft Merger Agreement provided by Davis
Polk on February 11, 2020. Those issues included, among others, whether a post-signing “go-shop” period proposed by
the Special Committee would be appropriate, the closing condition regarding the maximum percentage of dissenting shareholders,
the trigger events for the reverse termination fee payable by the Buyer Consortium, and the closing condition proposed by the Special
Committee that, at a general meeting to be held for the purpose of approving the Proposed Transaction, a majority of the Ordinary
Shares held by shareholders present and voting at the meeting who are not affiliated with members of the Buyer Consortium approve
the Proposed Transaction.
On February 24, 2020, representatives of
Centurium and Kirkland & Ellis held a telephonic meeting with representatives of Duff & Phelps Securities, LLC to preliminarily
discuss the price increase requested by the Special Committee on February 17, 2020. At the meeting, the participants discussed,
among other things, the historical trading prices of the Ordinary Shares, the recent performance of the Company’s
business, the potential impacts of the recent outbreak of coronavirus (COVID-19), and general economic conditions in China in recent
periods.
On February 27, 2020, Kirkland &
Ellis sent to Davis Polk a revised draft of the Merger Agreement. The revised draft Merger
Agreement reinstated, among other things, (a) the covenant in relation to
the minimum offshore available Company cash requirement, and (b) the closing condition with
respect to the maximum percentage of dissenting shares, each of which had been proposed
in the draft Merger Agreement sent by Kirkland & Ellis to Davis Polk on January
23, 2020, and removed, among other things, (i) the “majority of minority”
voting requirement and (ii) the payment by Parent of a reverse termination fee in the event that the Merger did not close by the
end date of the Merger Agreement as a result of applicable regulatory requirements having not been satisfied (or an order being
issued) due to any action or inaction of Parent, Merger Sub, any member of the Buyer Consortium or any Rollover Securityholder.
On March 2, 2020, Kirkland & Ellis,
on behalf of the Buyer Consortium, contacted Davis Polk and conveyed that the Buyer Consortium, after careful consideration and
in light of, without limitation, all of the factors and considerations discussed during the telephonic meeting on February 24,
2020, had decided not to increase the price per Ordinary Share offered in the Proposal.
On March 5, 2020, Davis Polk sent to
Kirkland & Ellis a revised draft of the Merger Agreement. The revised draft Merger Agreement
provided for, among other things, (a) a lower required minimum amount of offshore available Company cash and (b) an increased
threshold for the maximum percentage of dissenting shares in the closing condition, and reinstated,
among other things, (i) the “majority-of-minority” voting requirement
and (ii) payment by Parent of a reverse termination fee in the event that the Merger did not close by the end date of the Merger
Agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to any action
or inaction of Parent, Merger Sub, any member of the Buyer Consortium or any Rollover Securityholder.
On March 16, 2020, Double Double transferred
1,112,591 Ordinary Shares to Beachhead.
On March 17, 2020, Beachhead entered into
(i) PWM SPA Amendment No. 1 with PWM and (ii) Parfield SPA Amendment No. 1 with Parfield and Amplewood, pursuant to which, each
of the PWM SPA and the Parfield SPA may be terminated if the closing of the transactions contemplated thereunder has not occurred
by June 30, 2020 or such other date as may be further agreed by the applicable parties thereto in writing. In addition, section
5.2(b) of the Parfield SPA, pursuant to which Beachhead had agreed to sell the Parfield Sale Shares back to Parfield and/or Amplewood
for the same aggregate Parfield Purchase Price if the sale and purchase of the Parfield Sale Shares under the Parfield SPA was
consummated and the Proposed Transaction was not consummated, was deleted in its entirety.
On March 30, 2020, CCCP IV transferred 2,477,335 Ordinary
Shares to 2019B Cayman.
On April 8, 2020, Beachhead and Point Forward
entered into the Parfield Assignment Agreement, pursuant to which Beachhead assigned its rights and obligations with respect to
the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.
On April 8, 2020, Parfield, Amplewood, Beachhead and Point Forward
entered into the Parfield CP Waiver Letter, pursuant to which Parfield, Amplewood, Beachhead and Point Forward agreed to waive
the closing condition under the Parfield SPA with respect to the execution of a definitive agreement for the Proposed Transaction.
On April 9, 2020, Point Forward completed the purchase of all
700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.
On April 29, 2020, Double Double completed
the sale of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the
terms and conditions of the applicable Centurium SPA.
On May 4, 2020, at the request by Kirkland
& Ellis on behalf of the Buyer Consortium, the Board granted to members of the Buyer Consortium a waiver (the “Management
Discussion Waiver”) under (i) the IRAs, (ii) the Rights Agreement and (iii) the applicable Confidentiality Agreements
to enable discussions and negotiations among members of the Buyer Consortium and the management members of the Company or its
subsidiaries regarding the potential treatment of the equity securities of the Company beneficially owned by such management members
in connection with the Proposed Transaction. As of the date of this Schedule 13E-3, the expiration date of the Management Discussion
Waiver has been extended to November 30, 2020.
Since the receipt of the Management
Discussion Waiver and through the date of this Schedule 13E-3, representatives of Centurium and Mr. Chow, on behalf of himself
and certain other management members of the Company, have discussed the possible treatment in the Proposed Transaction of the
equity securities of the Company beneficially owned by Mr. Chow and such other management members and their potential participation
in the Proposed Transaction.
On May 5, 2020, PWM and Beachhead entered
into the PWM SPA Amendment No. 2, pursuant to which PWM and Beachhead agreed to, among others, waive the closing condition under
the PWM SPA with respect to the execution of a definitive agreement for the Proposed Transaction.
On the same day, Beachhead and PWM
entered into (i) the PWM-DD Assignment Agreement, 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, and (ii) the PWM-PF 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.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.
On May 8, 2020, PWM completed the sale
of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms
and conditions of the PWM SPA, and as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
On May 13, 2020, CCCP IV transferred
1,000,000 Ordinary Shares to 2019B Cayman. On the same day, 2019B Cayman entered into a deed of adherence in accordance with the
CITIC IRA, pursuant to which 2019B Cayman agreed to be bound by all of the terms, provisions and conditions contained in the CITIC
IRA.
Between early June 2020 and late October
2020, representatives of Centurium, PWM and Parfield negotiated the proposed terms and conditions of the Additional PWM SPAs,
the Additional Centurium SPA and the Additional Parfield SPA with representatives of Mr. Chow and CCCP IV and their respective
legal advisors and (ii) the proposed terms of an amendment to the Consortium Agreement with representatives of all the other members
of the Buyer Consortium and their respective legal advisors.
On July 28, 2020, Parfield, as borrower,
and JPMorgan Chase Bank, N. A., acting through its Singapore Branch (“JPMCB”), as lender, entered into an on
demand credit facility agreement (the “Parfield Facility Agreement”). Pursuant to the Parfield Facility Agreement,
JPMCB agreed to provide an on demand credit facility of US$60 million to Parfield to be utilized in refinancing the previous credit
facility from Credit Suisse AG Hong Kong Branch to Parfield. The payment obligations of Parfield under the Parfield Facility Agreement
will be secured by, amongst others, a security interest over the 2,437,696 Ordinary Shares held by Parfield which also replaces
the previous security interest over such shares in favor of Credit Suisse AG Hong Kong Branch.
On September 11, 2020, Kirkland &
Ellis, on behalf of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Fifth Waiver”)
from the Company under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other
things, the entry into, or the performance of any obligations under, the Mr. Chow Adherence Deed and the Exclusivity Extension
Letter.
On September 16, 2020, the Board granted
the Fifth Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCCP IV, 2019B Cayman, HH Sum, HH China Bio Holdings,
V-Sciences and Mr. Chow.
On the same day, following the receipt
of the Fifth Waiver, Mr. Chow entered into the Mr. Chow Adherence Deed in accordance with the Consortium Agreement, pursuant to
which Mr. Chow became a party to the Consortium Agreement and agreed to perform and comply with each of the obligations of an
Initial Consortium Member as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution
thereof.
Also, on the same day, the Initial
Consortium Members (which, for the avoidance of doubt, included Mr. Chow) entered into the Exclusivity Extension Letter, pursuant
to which such Initial Consortium Members agreed to, among other things, extend the Exclusivity Period as defined in Section 4.1
of the Consortium Agreement to December 17, 2020. During the period from September 17 to September 23, 2020, each of Centurium,
PWM, CCCP IV, HH Sum, V-Sciences and Mr. Chow, and/or its other reporting persons, separately filed a Schedule 13D or an amendment
to Schedule 13D to report, among other things, the entry into the Exclusivity Extension Letter and the admission of Mr. Chow to
the Buyer Consortium as an Initial Consortium Member.
On September 23, 2020, CC (2019B) GP
Ltd, the general partner of CCC Co-Investment (the “CCC Co-Investment GP”), and Lachesis Biologics Limited
(“Lachesis”), an investor of CCC Co-Investment, entered into a letter agreement (the “Lachesis Letter
Agreement”). Pursuant to and subject to the terms and conditions of the Lachesis Letter Agreement, among other things,
if (i) the Merger Agreement is executed prior to or on June 30, 2021, but is terminated thereafter, (ii) the Merger Agreement
has not been executed by June 30, 2021, or (iii) the closing of the Proposed Transaction has not occurred by June 30, 2021, Lachesis
would be permitted to withdraw from CCC Co-Investment and, upon such withdrawal, Lachesis would be entitled to receive such number
of Ordinary Shares as is equal to the product obtained by dividing (x) the amount of Lachesis’ capital contribution related
to funding the acquisition of the Ordinary Shares by (y) US$120.00, if such distribution is permitted under the Consortium Agreement
and other agreements among members of the Buyer Consortium with respect to the Proposed Transaction.
On September 25, 2020, Kirkland &
Ellis sent to Davis Polk a revised draft of the Merger Agreement. The revised draft Merger
Agreement provided for, among other things, (a) a covenant of the Company to provide evidence that its onshore available
RMB cash as at the proposed closing of the Merger would not be less than a minimum amount within certain period of time prior
to such closing (in addition to the Company’s covenant relating to its offshore available U.S. cash) and a termination right
of the Company with the reverse termination fee payable by Parent being adjusted to zero if Parent failed to close the Merger
solely due to the Company’s offshore available cash or onshore available cash as at the closing of the Merger being less
than certain minimum amounts, (b) a lower threshold for the maximum percentage of dissenting shares in the
closing condition, and rejected (i) the “majority-of-minority” voting requirement and (ii) payment by Parent
of a reverse termination fee in the event that the Merger did not close by the end date of the Merger Agreement as a result of
applicable regulatory requirements having not been satisfied (or an order being issued) due to any action or inaction of Parent,
Merger Sub, any member of the Buyer Consortium or any Rollover Securityholder. In addition, in connection with the revised draft
of the Merger Agreement, Kirkland & Ellis indicated to Davis Polk that the respective purchasers of
the PWM Sale Shares and the Additional Parfield Sale Shares would provide equity commitments in favor of Parent at the
closing of the Merger, if the sales with respect to such shares failed to close prior
to the closing of the Merger.
On September 29, 2020, Kirkland &
Ellis, on behalf of the members of the Buyer Consortium, Biomedical Treasure, Biomedical Future and Biomedical Development, contacted
Davis Polk to request another waiver (the “Sixth Waiver”) from the Company under the PWM IRA, the Rights Agreement
and the applicable Confidentiality Agreements with respect to, among other things, the entry into, and performance obligations
under, the Additional PWM SPAs, the Additional Parfield SPA, the Additional Centurium SPA and the Management Adherence Deed.
On
October 14, 2020, Mr. Chow entered into a confidentiality agreement with the Company
with respect to the Proposed Transaction in substantially the same form as the Confidentiality Agreements entered into by and
between the Company and each of Beachhead, PWM, Parfield, CCCP IV, HH Sum and V-Sciences (references hereinafter to “Confidentiality
Agreements” shall include such confidentiality agreement between the Company and Mr. Chow).
On October 21, 2020, Davis Polk sent
to Kirkland & Ellis a revised draft of the Merger Agreement. Later that day, Kirkland & Ellis circulated initial draft
forms of the Equity Commitment Letter and Limited Guarantee to be executed and delivered by certain members of the Buyer Consortium
in connection with the Proposed Transaction to Davis Polk.
Between October 26, 2020 and the date
of this Schedule 13E-3, Davis Polk and Kirkland & Ellis exchanged comments on the draft form Equity Commitment Letter and
Limited Guarantee.
On October 26, 2020, the Board granted
the Sixth Waiver to the members of the Buyer Consortium, Biomedical Treasure, Biomedical Future and Biomedical Development.
On the same day, in connection with
the transactions contemplated by the Additional PWM SPAs, Cross Mark Limited, a substantial shareholder of PWM, executed and delivered
voting undertakings to PWM (each an “Additional PWM Sales Voting Undertaking” and collectively, the “Additional
PWM Sales Voting Undertakings”), pursuant to and subject to the terms and conditions of which, Cross Mark Limited agreed
to, among other things, at any extraordinary general meeting of shareholders of PWM and in any other circumstance upon which a
vote, consent or other approval of all or some of the shareholders of PWM is sought, exercise all of its voting rights attaching
to the ordinary shares held by it in PWM to (a) approve the transactions contemplated by the respective Additional PWM SPAs; (b)
oppose the taking of any action which might, in any material respect, interfere with, delay, adversely affect or be inconsistent
with PWM’s obligations in connection with the transactions contemplated by the respective Additional PWM SPAs; and (c) vote
in consistency with the recommendations of the board of directors of PWM with respect to PWM’s obligations under the respective
PWM Letter Agreements and any other agreements or documents in connection therewith. In addition, on the same day, Cross Mark
Limited also executed and delivered a voting undertaking to PWM (the “Cross Mark Merger Voting Undertaking”
and together with the Additional PWM Sales Voting Undertakings, the “Cross Mark Voting Undertakings”) pursuant
to and subject to the terms and conditions of which, Cross Mark Limited agreed to, among other things, at any extraordinary general
meeting of shareholders of PWM and in any other circumstance upon which a vote, consent or other approval of all or some of the
shareholders of PWM is sought, exercise all of its voting rights attaching to the ordinary shares held by it in PWM to (a) approve
and enable PWM to vote the Ordinary Shares and other equity securities of the Company held by PWM in favor of the approval of
the Merger Agreement and the transactions contemplated thereby, including the Proposed Transaction; (b) oppose the taking of any
action which might, in any material respect, interfere with, delay, adversely affect or be inconsistent with PWM’s obligations
in connection with the Merger Agreement and the transactions contemplated thereby, including the Proposed Transaction; and (c)
vote in consistency with the recommendations of the board of directors of PWM with respect to its obligation of sharing a portion
of the costs and expenses incurred by the Buyer Consortium (including any termination fee payable to the Company pursuant to the
Merger Agreement) or any other arrangements in connection with the Proposed Transaction as agreed by PWM and such other parties.
On October 26, 2020, in connection
with the transactions contemplated by the Additional PWM SPAs, Additional Centurium SPA and Additional Parfield SPA and in consideration
for the Cross Mark Voting Undertakings, Centurium and PWM granted an irrevocable written consent (the “Material Initial
Consortium Member Consent”) pursuant to the Consortium Agreement (including, but not limited to, Section 4.4(a) and
Section 4.7 thereof) for the purposes of permitting, among other things, the entry into, and the transactions contemplated by,
the Additional PWM SPAs, the Additional Centurium SPA, the Additional Parfield SPA and the Management Adherence Deed by the relevant
parties thereto, and the performance of their respective obligations thereunder by such relevant parties thereto.
Following the receipt of the Sixth
Waiver and the Material Initial Consortium Member Consent, on October 26, 2020, Biomedical Treasure, Biomedical Future and Biomedical
Development executed the Management Adherence Deed in accordance with the Consortium Agreement, pursuant to which each of Biomedical
Treasure, Biomedical Future and Biomedical Development became a party to the Consortium Agreement and agreed to, among other things,
perform and comply with each of the obligations of an Initial Consortium Member as if each of them had been an Initial Consortium
Member under the Consortium Agreement at the date of execution thereof.
On October 26, 2020, the relevant parties
entered into the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA.
On the same day, in connection with
the transactions contemplated by the applicable Additional PWM SPAs, the Company and PWM entered into an Assignment and Amendment
Agreement with each of Biomedical Treasure and Biomedical Future, respectively, with respect to the rights and obligations of
PWM under the PWM IRA (each a “PWM IRA Assignment Agreement” and collectively, the “PWM IRA Assignment
Agreements”). Pursuant to the PWM IRA Assignment Agreements, among others, PWM agreed to, subject to and with effect
from the closing of the transactions contemplated by the applicable Additional PWM SPA, assign all of its rights, obligations
and covenants with respect to and in connection with the applicable Additional PWM Sale Shares under the PWM IRA (as amended by
the applicable PWM IRA Assignment Agreement) to Biomedical Treasure and Biomedical Future, respectively; provided that the rights,
obligations and covenants of PWM in connection with board representation in the Company will only be assigned to Biomedical Treasure.
Concurrently with the execution and
delivery of the Additional PWM SPAs, PWM entered into a PWM Letter Agreement with each of Biomedical Treasure, 2019B Cayman and
Biomedical Future and certain other parties, pursuant to which, the parties thereto agreed, among others: (i) during such period
from the date of the relevant PWM Letter Agreement and until the occurrence of any of the following events (whichever is the earliest),
PWM shall not rollover the Additional PWM Sale Shares in the Proposed Transaction: (w) the closing of the transactions contemplated
by the corresponding Additional PWM SPA; (x) the valid termination of the corresponding Additional PWM SPA; (y) the closing of
the Proposed Transaction and (z) the execution of the Merger Agreement (or any amendment to or restatement of the Merger Agreement)
which provides that the Per Share Merger Consideration is less than US$120.00; (ii) in the event that the closing of the Proposed
Transaction takes place before the closing of the transactions contemplated by the corresponding Additional PWM SPA, PWM shall
be cashed out in the Proposed Transaction for so long as the Per Share Merger Consideration is not less than US$120.00; and (iii)
PWM shall bear the agreed portion of out-of-pocket costs and expenses that have been incurred and accrued by the Buyer Consortium
in connection with the Proposed Transaction prior to the closing of the transactions contemplated by the corresponding Additional
PWM SPA, each subject to the terms and conditions of the relevant PWM Letter Agreement.
Concurrently with the execution and
delivery of the Additional Parfield SPA, Parfield entered into the Parfield Letter Agreement with 2019B Cayman, pursuant to which,
the parties thereto agreed, among others: (i) during the period from the date of the Parfield Letter Agreement until the occurrence
of any of the following events (whichever is the earliest), Parfield shall not roll over the Additional Parfield Sale Shares in
the Proposed Transaction: (w) the closing of the transactions contemplated by the Additional Parfield SPA; (x) the valid termination
of the Additional Parfield SPA; (y) the closing of the Proposed Transaction and (z) the execution of the Merger Agreement (including
any amendment, supplement or restatement thereof) which provides that the Per Share Merger Consideration is less than US$120.00;
(ii) in the event that the closing of the Proposed Transaction takes place before the closing of the transactions contemplated
by the Additional Parfield SPA, Parfield shall be cashed out with respect to the Additional Parfield Sale Shares in the Proposed
Transaction unless the Additional Parfield SPA shall have been validly terminated or the executed Merger Agreement (including
any amendment, supplement or restatement thereof) provides that the Per Share Merger Consideration is less than US$120.00; (iii)
in the event of (x) the valid termination of the Additional Parfield SPA or (y) the executed Merger Agreement (including any amendment,
supplement or restatement thereof) provides that the Per Share Merger Consideration is less than US$120 and Parfield proposes,
within three months thereafter, to transfer any Ordinary Shares held by it to Biomedical Treasure, Biomedical Future or an party
who to the knowledge of Parfield is an affiliate of Biomedical Treasure or Biomedical Future, Parfield shall provide 2019B Cayman
a right of first refusal to purchase such Ordinary Shares (but not exceeding 300,000 Ordinary Shares) on the same terms and conditions;
(iv) Parfield shall bear the agreed portion of all out-of-pocket costs and expenses under the Consortium Agreement that have been
incurred and accrued by the Buyer Consortium in connection with the Proposed Transaction prior to the closing of the transactions
contemplated by the Additional Parfield SPA, subject to the terms and conditions of the Parfield Letter Agreement; and (v) subject
to the terms and conditions of the Parfield Letter Agreement, Parfield shall ensure that the limited guarantee to be provided
by Parfield and/or its affiliates (the “Parfield Guarantor”) along with certain other members of the Buyer
Consortium in favor of the Company pursuant to the Merger Agreement shall guarantee such percentage of the termination fee and
certain other amounts payable to the Company under the Merger Agreement as if Parfield’s Equity Contribution (as defined
in the Consortium Agreement) in the Proposed Transaction included the Additional Parfield Sale Shares unless closing of the transactions
contemplated by the Additional Parfield SPA shall have occurred already; provided that if the closing of the transactions contemplated
by the Additional Parfield SPA shall have occurred, 2019B Cayman will pay Parfield the relevant portion of any amount paid or
payable by the Parfield Guarantor under such limited guarantee representing the Additional Parfield Sale Shares.
On October 26, 2020, each of Double
Double and Point Forward entered in to the PWM SPA Amendment No. 3 with PWM, pursuant to which each of Double Double and Point
Forward paid to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number
of the PWM Sale Shares purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA were
deleted in their entirety with Double Double and Point Forward and their affiliates having no obligations or liabilities under
such provisions.
On October 26, 2020, Point Forward
entered in to the Parfield SPA Amendment No. 2 with Parfield and Amplewood, pursuant to which Point Forward paid to Parfield and
Amplewood on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of Parfield
Sale Shares purchased by it pursuant to the terms and conditions of the Parfield SPA and the Parfield Assignment Agreement, and
the post-closing price adjustment provisions of the Parfield SPA were deleted in their entirety with Point Forward and its affiliates
having no obligations or liabilities under such provisions.
During October 28, 2020 and October
29, 2020, each of Centurium, PWM, CCCP IV, Parfield, HH Sum and Mr. Chow, and/or its or his other reporting persons, separately
filed an amendment to Schedule 13D to report, among other things, the admission of each of Biomedical Treasure, Biomedical Future
and Biomedical Development to the Buyer Consortium as an Initial Consortium Member, and the entry into the Additional PWM SPAs,
the Additional Centurium SPA and the Additional Parfield SPA, the PWM SPA Amendments No. 3 and/or the Parfield SPA Amendment No.
2 (as applicable).
On October 29, 2020, Davis Polk sent
comments to Kirkland & Ellis with respect to certain of the Company’s representations and warranties under the draft
Merger Agreement.
On October 31, 2020, Kirkland &
Ellis sent to Davis Polk (i) an initial draft of the Support Agreement to be executed and delivered by and among Parent, holders
of Rollover Securities and certain other parties named therein, (ii) an initial draft of PWM Merger Voting Undertaking to be issued
by PWM in favor of Parent in connection with the Proposed Transaction and (iii) a revised draft of the Merger Agreement reflecting
the Buyer Consortium’s position on the key commercial issues communicated with Davis Polk earlier that day and certain other
matters.
Between October 3, 2020 and November
9, 2020, Kirkland & Ellis and Davis Polk exchanged drafts of the Merger Agreement, PWM Merger Voting Undertaking, Support
Agreement, Equity Commitment Letters, Limited Guarantees and A&R Consortium Agreement and negotiated the remaining major outstanding
issues in the Merger Agreement, including (i) the minimum amount of offshore available
Company cash, (ii) the “majority-of-minority” voting requirement, (iii) the
closing condition with respect to the maximum percentage of dissenting shares, and (iv) payment by Parent of a reverse
termination fee in the event that the Merger did not close by the end date of the Merger Agreement as a result of applicable regulatory
requirements having not been satisfied (or an order being issued) due to any action or inaction of Parent, Merger Sub, any member
of the Buyer Consortium or any Rollover Securityholder.
On November 9, 2020, Kirkland &
Ellis, on behalf of the members of the Buyer Consortium and the Rollover Securityholders contacted Davis Polk to request another
waiver (the “Seventh Waiver” and together with the First Waiver, the Second Waiver, the Third Waiver, the Fourth
Waiver, the Management Discussion Waiver, the Fifth Waiver and the Sixth Waiver, collectively, the “Waivers”)
from the Company under the PWM IRA, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among
other things, the entry into, and performance obligations under, the Merger Documents.
On November 13, 2020, Merger Sub entered
into the Debt Commitment Letter.
On November 19, 2020, the Board granted
the Seventh Waiver to the members of the Buyer Consortium, the Rollover Securityholders and their respective affiliates. Following
the receipt of the Seventh Waiver, on the same day, Parent, Merger Sub and the Company entered
into the Merger Agreement, and together with members of the Buyer Consortium, the other applicable Merger Documents.
Following the consummation of the Merger,
the Company will become a wholly owned subsidiary of Parent. In addition, if the Merger is consummated, the Ordinary Shares will
no longer be listed on the NASDAQ Global Select Market, the Company’s obligations to file periodic reports under the Exchange
Act will be terminated, and the Company will be privately held by the members of the Buyer Consortium. In light of the execution
of the Merger Documents, the Filing Persons intend to further amend this Schedule 13E-3 by filing the Merger Schedule 13E-3 Amendment,
in which the Filing Persons intend to provide additional details with respect to the Merger Documents and the transactions contemplated
thereby, including the Merger.
During the period from November 20
to November 23, 2020, each of Centurium, PWM, CCCP IV, Parfield, HH Sum, V-Sciences and Mr. Chow, and/or its other reporting persons,
separately filed an amendment to Schedule 13D to report, among other things, the entry into the Merger Documents.
Item 6 Purposes of the Transaction and Plans or Proposals
The purposes of the Sales and Purchases
of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs were to transfer Ordinary Shares from PWM, Parfield
and/or Amplewood and Double Double to Point Forward, Double Double, 2019B Cayman, HH Sum and V-Sciences, which Ordinary Shares
Point Forward, Double Double, 2019B Cayman, HH Sum and V-Sciences intend to contribute to Parent in exchange for a certain number
of newly issued shares of Parent in connection with the consummation of the Proposed Transaction, if any, as contemplated by the
Support Agreement.
The purposes of the Sales and Purchases
of Shares contemplated by the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA are to transfer
Ordinary Shares from PWM, Parfield and Double Double to Biomedical Treasure, Biomedical Future, Biomedical Development and 2019B
Cayman pursuant to the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA, as applicable, which
Ordinary Shares 2019B Cayman, Biomedical Treasure, Biomedical Future and Biomedical Development intend to contribute to Parent
in exchange for a certain number of newly issued shares of Parent in connection with the consummation of the Proposed Transaction,
if any, as contemplated by the Support Agreement.
After giving effect to the closings of
all of the Sales and Purchases of Shares, the number of Ordinary Shares of the Company beneficially owned by each member of the
Buyer Consortium and/or its affiliates will be as set forth below.
|
Party
|
|
Ordinary Shares
Beneficially
Owned
|
|
|
Ownership
Percentage(4)
|
|
|
Beachhead
|
|
|
7,908,726
|
|
|
|
20.37
|
%
|
|
Double Double
|
|
|
-
|
|
|
|
-
|
|
|
Point Forward
|
|
|
1,986,265
|
|
|
|
5.12
|
%
|
|
PWM
|
|
|
-
|
|
|
|
-
|
|
|
Parfield
|
|
|
2,137,696
|
|
|
|
5.51
|
%
|
|
CITIC
|
|
|
4,954,035
|
|
|
|
12.76
|
%
|
|
HH Sum(1)
|
|
|
210,876
|
|
|
|
0.54
|
%
|
|
HH China Bio Holdings(2)
|
|
|
2,751,200
|
|
|
|
7.09
|
%
|
|
V-Sciences
|
|
|
1,240,000
|
|
|
|
3.19
|
%
|
|
Mr. Chow(3)
|
|
|
154,259
|
|
|
|
0.40
|
%
|
|
Biomedical Treasure
|
|
|
3,750,000
|
|
|
|
9.66
|
%
|
|
Biomedical Future
|
|
|
660,833
|
|
|
|
1.70
|
%
|
|
Biomedical Development
|
|
|
775,000
|
|
|
|
2.00
|
%
|
|
TB MGMT
|
|
|
|
-
|
|
|
-
|
|
|
TB Executives
|
|
|
|
-
|
|
|
-
|
|
|
TB Innovation
|
|
|
|
-
|
|
|
-
|
|
|
Total
|
|
|
26,528,890
|
|
|
|
68.32
|
%
|
(1) Hillhouse
Capital Management, Ltd. is deemed to be the beneficial owner of, and to control the voting power of, the Ordinary Shares held
by HH Sum.
(2) Hillhouse
Capital Advisors, Ltd. is deemed to be the beneficial owner of, and to control the voting and investment power of, the Ordinary
Shares held by HH China Bio Holdings.
(3) This
number represents an aggregate of 111,509 Ordinary Shares currently held by Mr. Chow and 42,750 Ordinary Shares issuable upon
settlement of restricted share units held by Mr. Chow within 60 days from the day hereof.
(4) The
ownership percentages are calculated based on 38,830,846 Ordinary Shares deemed to be outstanding, which consists of (i) 38,788,096
Ordinary Shares issued and outstanding as of November 19, 2020 as provided
by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within 60
days from the day hereof.
On April 9, 2020, Point Forward completed
the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment
Agreement.
On May 8, 2020, PWM completed the sale
of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms
and conditions of the PWM SPA, and as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
On April 29, 2020, Double Double completed
the sales of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the
terms and conditions of the applicable Centurium SPA.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.
Pursuant to the PWM IRA Assignment
Agreement with respect to Biomedical Treasure, PWM shall cause Ms. Yue’e Zhang, the executive director and chief executive
officer of PWM and a director of the Company, to resign as a director of the Company with effect from closing of the transactions
contemplated under Biomedical Treasure’s Additional PWM SPA, upon which the right to designate a director of the Company
pursuant to the PWM IRA will be assigned to Biomedical Treasure.
On November 19, 2020, the Company entered
into the Merger Agreement with Parent and Merger Sub, pursuant to which, subject to the terms and conditions thereof, Merger Sub
will be merged with and into the Company, with the Company surviving the Merger as the surviving company and a wholly-owned subsidiary
of Parent. If the Merger is consummated, among other things, Parent will own all of the issued and outstanding Ordinary Shares,
the Ordinary Shares will cease to be listed for trading on the NASDAQ Global Select Market, the Company’s obligations to
file periodic reports under the Exchange Act will be terminated, the Board (of the surviving company in the Merger) will be changed
to consist solely of persons to be designated by members of the Buyer Consortium and the Company’s memorandum and articles
of association will be changed to reflect the fact that the Company would become a privately held company.
Concurrently with the execution of
the Merger Agreement, the Rollover Securityholder, TB MGMT, TB Executives and TB Innovation entered into the Support Agreement
with Parent, pursuant to which each Rollover Securityholder agreed with Parent, among other things, (a) subject to the terms and
conditions of the Support Agreement, to vote its equity securities of the Company, together with any Ordinary Shares (whether
or not subject to a restricted share award of the Company) acquired (whether beneficially or of record) by such Rollover Securityholder
after November 19, 2020 and prior to the earlier of the Effective Time and the termination of such Rollover Securityholder’s
obligations under the Support Agreement, in favor of the approval of the Merger Agreement, the Merger and the other transactions
contemplated hereby, and to take certain other actions in furtherance of the transactions contemplated by the Merger Agreement;
and (b) subject to the terms and conditions of the Support Agreement, to contribute to Parent immediately prior to or at the Effective
Time the rollover securities of the Company beneficially owned by such Rollover Securityholder.
Item 7 Purposes, Alternatives, Reasons and Effects
Purposes of, Alternatives
to, Reasons for and Effects of the Sales and Purchases of Shares
The reasons for and purposes of the
Sales and Purchases of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPA were to transfer Ordinary Shares
from PWM, Parfield and/or Amplewood and Double Double to Point Forward, Double Double, 2019B Cayman, HH Sum and V-Sciences, which
Ordinary Shares Point Forward, Double Double, 2019B Cayman, HH Sum and V-Sciences intend to contribute to Parent in exchange for
a certain number of newly issued shares of Parent in connection with the consummation of the Proposed Transaction, if any, as
contemplated by the Support Agreement. Each of Point Forward, 2019B Cayman and HH Sum undertook the applicable Sales and Purchases
of Shares contemplated by the PWM SPA, the Parfield SPA and the Centurium SPAs, as applicable, to increase its ownership of the
issued and outstanding Ordinary Shares and its voting interest in the Company, and each of Point Forward, 2019B Cayman and HH
Sum did not consider any alternatives to such applicable Sales and Purchases of Shares as a means to accomplish such purposes.
The reasons for and purposes of the
Sales and Purchases of Shares contemplated by the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield
SPA are to transfer Ordinary Shares from PWM, Parfield and Double Double to Biomedical Treasure, Biomedical Future, Biomedical
Development and 2019B Cayman pursuant to the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA,
as applicable, which Ordinary Shares 2019B Cayman, Biomedical Treasure, Biomedical Future and Biomedical Development are required
under the Support Agreement to contribute to Parent in exchange for a certain number of newly issued shares of Parent in connection
with the consummation of the Proposed Transaction, if any, as contemplated by the Support Agreement. Each of Biomedical Treasure,
Biomedical Future, Biomedical Development and 2019B Cayman are undertaking the applicable Sales and Purchases of Shares contemplated
by the Additional PWM SPAs, the Additional Parfield SPA and the Additional Centurium SPA, as applicable, to acquire ownership
of issued and outstanding Ordinary Shares and voting interest in the Company or to increase its ownership of issued and outstanding
Ordinary Shares and its voting interest in the Company, and each of Biomedical Treasure, Biomedical Future, Biomedical Development
and 2019B Cayman did not consider any alternatives to such applicable Sales and Purchases of Shares as a means to accomplish such
purposes.
With respect to PWM, the consummation
of the Sales and Purchases of Shares contemplated by the Additional PWM SPAs will provide PWM with an immediate cash inflow and
enable PWM to crystallize its investment gains in the Company in an expedited manner. In light of the recent developments and
prospects for PWM’s business of research and development, manufacturing and sale of advanced infusion set products and intravenous
cannula products (the “PWM Infusion Set Business”) and its market in China, PWM considers that the Sales and
Purchases of Shares contemplated by the Additional PWM SPAs present an opportunity for PWM to reallocate its financial resources
to and focus on (i) the PWM Infusion Set Business through increasing production capacity and capacity in research and development
for advance infusion set products and cannula products, and (ii) continuing the research and development and expansion of the
diabetes therapy sector medical devices and other medical sectors (such as insulin pump, insulin injection needle and pen) to
further optimize its business coverage. PWM also consider that a divestment of a minority investment in the plasma business as
operated by the Company will help PWM to focus on its business plan as described in the foregoing of this paragraph in the near
future. In addition, the Sales and Purchases of Shares contemplated by the Additional PWM SPAs would enable PWM to optimize its
capital structure and share the investment gains with its shareholders by way of distribution of a special dividend, which would
not be available should PWM continues with the rollover of its Ordinary Shares in the Proposed Transaction. Upon closing of the
Sales and Purchases of Shares contemplated by the Additional PWM SPAs, PWM will cease to be a holder of any Ordinary Shares and
is expected to cease to be a member of the Buyer Consortium.
In the event the closings of all of
the Sales and Purchases of Shares are consummated, (i) the Centurium Filing Persons will beneficially own 9,894,991 Ordinary Shares,
representing 25.48% of the total outstanding Ordinary Shares issued by the Company, (ii) PWM will no longer own any Ordinary Shares,
(iii) the Parfield Filing Persons will beneficially own 2,137,696 Ordinary Shares, representing 5.51% of the total outstanding
Ordinary Shares issued by the Company, (iv) the CITIC Filing Persons will beneficially own 4,954,035 Ordinary Shares, representing
12.76% of the total outstanding Ordinary Shares issued by the Company, (v) (A) HH China Bio Holdings will directly hold 2,751,200
Ordinary Shares, representing 7.09% of the total outstanding Ordinary Shares issued by the Company, and (B) HH Sum will directly
hold 210,876 Ordinary Shares, representing 0.54% of the total outstanding Ordinary Shares issued by the Company, (vi) V-Sciences
will beneficially own 1,240,000 Ordinary Shares, representing 3.19% of the total outstanding Ordinary Shares issued by the Company
and (vii) the Management Filings Persons will beneficially own 5,340,092 Ordinary Shares (including 42,750 Ordinary Shares issuable
upon settlement of restricted share units held by Mr. Chow within 60 days from the day hereof), representing 13.75% of the total
outstanding Ordinary Shares issued by the Company. The ownership percentages are calculated based on 38,830,846 Ordinary Shares
deemed to be outstanding, which consists of (i) 38,788,096 Ordinary Shares issued
and outstanding as of November 19, 2020 as provided by the Company, and (ii) 42,750
Ordinary Shares issuable upon the vesting of restricted share units held by Mr. Chow that would vest within 60 days from the day
hereof.
The Sales and Purchases of Shares are
private share transfers among members of the Buyer Consortium and their affiliates. As such, the aggregate ownership of Ordinary
Shares by the members of the Buyer Consortium and their affiliates will not be affected solely by the consummation of the Sales
and Purchases of Shares. As of the date of this Schedule 13E-3, the members of the Buyer Consortium and/or their affiliates currently,
and, following the consummation of the Sales and Purchases of Shares, would continue to, beneficially own an aggregate of 68.32%
of 38,830,846 Ordinary Shares deemed to be outstanding, which consists of (i) 38,788,096
Ordinary Shares issued and outstanding as of November 19, 2020 as provided
by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within 60
days from the day hereof, which is more than the two-thirds majority required under the Cayman Islands Companies Law to approve
the Merger. However, the Company has in place various anti-takeover defense mechanisms that (x) prohibit the Buyer Consortium
from entering into agreements for or consummating the Proposed Transaction without the Board’s approval and (y) protect
the Board’s control over the transaction process. Such anti-takeover defense mechanisms include, among others, the Confidentiality
Agreements, the IRAs, a “poison pill” (i.e., the Rights Agreement) and a staggered board. The Confidentiality Agreements
contain broad “standstill” provisions prohibiting members of the Buyer Consortium and their respective affiliates
from, among other things, (i) acquiring any securities of the Company, (ii) agreeing to any merger or other extraordinary transaction
involving the Company, (iii) soliciting proxies or (iv) otherwise seeking to control or influence the management or the policies
of the Company. The Centurium IRA, the CITIC IRA and the Hillhouse IRA prohibit the Filing Persons who are parties thereto and
their affiliates from soliciting, effecting, proposing, participating in or knowingly assisting or facilitating “any action
with respect to the Company or its Subsidiaries” that is not recommended by the Board. Under the Rights Agreement, if any
person or group acquires 15% or more of the outstanding Ordinary Shares without the Board’s approval, the “poison
pill” would be triggered which would result in significant dilution of the acquiring person’s or group’s interest
in the Company. Finally, the Board is divided into three classes, with one class reelected each year. The Waivers granted by the
Company under the Confidentiality Agreements, the IRAs and the Rights Agreement did not change the above protections for the Board,
because the Board has the full discretion and control over whether or not to grant each such Waiver and certain Waivers were granted
for only limited purposes including, among others things, to permit the formation of the Buyer Consortium, the acquisition of
the Capital Sale Shares and the Sales and Purchases of Shares.
Purposes of, Alternatives
to, Reasons for and Effects of the Proposed Transaction
For the Buyer Consortium, the purpose
of the Proposed Transaction is to enable the Buyer Consortium to acquire the remaining outstanding Ordinary Shares that are not
owned by the members of the Buyer Consortium and their respective affiliates in a transaction in which the Company’s shareholders,
other than the members of the Buyer Consortium and their respective affiliates, will be cashed out for the proposed purchase price
per Ordinary Share of US$120.00, so that the Buyer Consortium will bear the rewards and risks of sole ownership of the Company,
including any increases in value of the Company as a result of improvements to the Company’s operations or acquisitions
of other businesses. In the course of considering the Proposed Transaction, the Buyer Consortium did not consider alternative
transaction structures because the Buyer Consortium believes that a Merger will be the most direct and effective way to enable
the Buyer Consortium to acquire full ownership and control of the Company. The Filing Persons are filing this Schedule 13E-3
because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable
likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under
the Exchange Act. On November 19, 2020, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to
which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company, with the Company surviving
the Merger as the surviving company and a wholly-owned subsidiary of Parent. If the Merger is consummated, among other things,
Parent will own all of the issued and outstanding Ordinary Shares, the Ordinary Shares will cease to be listed for trading on
the NASDAQ Global Select Market, the Company’s obligations to file periodic reports under the Exchange Act will be terminated,
the Board (of the surviving company in the Merger) will be changed to consist solely of persons to be designated by members of
the Buyer Consortium and the Company’s memorandum and articles of association will be changed to reflect the fact that the
Company would become a privately held company.
The Filing Persons decided to make
the Proposal and undertake the Proposed Transaction at this time because they want to take advantage of the benefits of the Company
being privately held. Since the acquisition of Ordinary Shares in August 2018 pursuant to the private placements described in
Item 5 above, the applicable Filing Persons have respectively held such Ordinary Shares acquired by them for investment purposes
and reserved the option to make additional purchases of Ordinary Shares or other investment decisions from time to time (subject
to the restrictions under the applicable IRAs and the Rights Agreement), depending on, among other things, their respective evaluations
of the Company’s business, prospects and financial condition. Recently, the Filing Persons believe that the operating environment
of the Company has changed significantly, and the Company faces a number of challenges, including but not limited to (i) a continued
decrease in the average prices for human albumin and human immunoglobulin for intravenous injection products in 2019 and in the
second quarter of 2020, (ii) a continued decrease in the revenue generated by the Company from placenta polypeptide products in
2019 and in the first half of 2020, and (iii) an increase in cost of sales in 2019 and in the first quarter of 2020. As a result,
the Filing Persons are of the view that there is potential for considerably greater short- and medium-term volatility in the Company’s
earnings. Responding to current market challenges will require tolerance for volatility in the performance of the Company’s
business and a willingness to make business decisions focused on improving the Company’s long-term profitability. The Filing
Persons believe that these strategies would be substantially more difficult to implement if the Company were to continue to be
publicly traded in the United States. Following the Proposed Transaction, the Company’s management will have greater flexibility
to focus on improving long-term profitability without the pressures exerted by the U.S. public market’s valuation of the
Company and the emphasis on short-term, period-to-period performance.
The Filing Persons have not considered
any transaction structures with respect to the Proposed Transaction other than a potential merger of Merger Sub with and into
the Company as described above because the Filing Persons believe that such a merger would be the most direct and effective way
to enable the Buyer Consortium to acquire ownership and control of the Company.
Net Book Value and Net Earnings for the Filing Persons
and their respective Affiliates
The table below sets out the indirect
interest in the Company’s net book value and net earnings of the Filing Persons and their respective affiliates before and
after the Sales and Purchases of Shares and after the Proposed Transaction, if any, based on the historical net book value and
net earnings of the Company as of June 30, 2020. The Company’s net earnings for the six months ended June 30, 2020 were
approximately US$102,794,298, and its net book value as of June 30, 2020 was approximately US$1,859,085,982. As mentioned elsewhere
in this Schedule 13E-3, each of the Sales and Purchases of Shares is a share transfer between two members of the Buyer Consortium
and/or their affiliates, and as a result, the Sales and Purchases of Shares will not affect the aggregate interest of members
of the Buyer Consortium and their affiliates (including the Filing Persons) in the Company’s net book value and net earnings.
|
|
|
Ownership
Interest Prior to
the Sales and Purchases of Shares
|
|
|
Ownership
Interest After
the Sales and Purchases of Share
|
|
|
Ownership
Interest
After the Proposed Transaction
|
|
|
|
|
Net
Earnings
|
|
|
Net
Book Value
|
|
|
Net
Earnings
|
|
|
Net
Book Value
|
|
|
Net
Earnings
|
|
|
Net
Book Value
|
|
|
Name
|
|
US$’000
|
|
|
%(1)
|
|
|
US$’000
|
|
|
%(1)
|
|
|
US$’000
|
|
|
%(1)
|
|
|
US$’000
|
|
|
%(1)
|
|
|
US$’000
|
|
|
%(1)
|
|
|
US$’000
|
|
|
%(1)
|
|
|
Centurium Filing Persons
|
|
|
28,246
|
|
|
|
27.48
|
|
|
|
510,842
|
|
|
|
27.48
|
|
|
|
26,194
|
|
|
|
25.48
|
|
|
|
473,738
|
|
|
|
25.48
|
|
|
|
38,341
|
|
|
|
37.30
|
|
|
|
693,419
|
|
|
|
37.30
|
|
|
PWM
|
|
|
14,086
|
|
|
|
13.70
|
|
|
|
254,751
|
|
|
|
13.70
|
|
|
|
0
|
|
|
|
0.00
|
|
|
|
0
|
|
|
|
0.00
|
|
|
|
0
|
|
|
|
0.00
|
|
|
|
0
|
|
|
|
0.00
|
|
|
Parfield Filing Persons
|
|
|
6,453
|
|
|
|
6.28
|
|
|
|
116,708
|
|
|
|
6.28
|
|
|
|
5,659
|
|
|
|
5.51
|
|
|
|
102,345
|
|
|
|
5.51
|
|
|
|
8,283
|
|
|
|
8.06
|
|
|
|
149,805
|
|
|
|
8.06
|
|
|
CITIC Filing Persons
|
|
|
9,911
|
|
|
|
9.64
|
|
|
|
179,243
|
|
|
|
9.64
|
|
|
|
13,114
|
|
|
|
12.76
|
|
|
|
237,182
|
|
|
|
12.76
|
|
|
|
19,196
|
|
|
|
18.67
|
|
|
|
347,168
|
|
|
|
18.67
|
|
|
Hillhouse Filing Persons
|
|
|
7,841
|
|
|
|
7.63
|
|
|
|
141,814
|
|
|
|
7.63
|
|
|
|
7,841
|
|
|
|
7.63
|
|
|
|
141,814
|
|
|
|
7.63
|
|
|
|
11,477
|
|
|
|
11.17
|
|
|
|
207,576
|
|
|
|
11.17
|
|
|
Management Filing Persons
|
|
|
408
|
|
|
|
0.40
|
|
|
|
7,385
|
|
|
|
0.40
|
|
|
|
14,136
|
|
|
|
13.75
|
|
|
|
255,665
|
|
|
|
13.75
|
|
|
|
20,692
|
|
|
|
20.13
|
|
|
|
374,222
|
|
|
|
20.13
|
|
|
|
(1)
|
Percentage calculated based on 38,830,846 Ordinary Shares deemed to be outstanding, which consists of (i) 38,788,096
Ordinary Shares issued and outstanding as of November 19, 2020 as provided
by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within
60 days from the day hereof.
|
Item 8 Fairness of the Transaction
Fairness of the Sales
and Purchases of Shares
Since the Sales and Purchases of Shares
are steps in a series of transactions that have the reasonable likelihood or purpose of producing, directly or indirectly, one
or more of the effects set forth in Rule 13e-3(a)(3)(ii) under the Exchange Act, each Filing Person is required to express its
belief as to the fairness of the Sales and Purchases of Shares to the unaffiliated security holders of the Company (other than
those that are parties to the Sales and Purchases of Shares) under SEC rules governing going-private transactions. Each Filing
Person is making the statements included in this item solely for the purposes of complying with the requirements of Rule 13e-3
and related rules under the Exchange Act.
Each Filing Person believes that each of
the Sales and Purchases of Shares applicable to such Filing Person is substantively and procedurally fair to the unaffiliated security
holders of the Company (other than those that are parties to the Sales and Purchases of Shares) based on its consideration of the
factors described below, which are not listed in any relative order of importance:
|
|
·
|
The Sales and Purchases of Shares are private sales of the
Ordinary Shares of the Company negotiated by and among PWM, the Parfield Filing Persons, the Centurium Filing Persons, the
CITIC Filing Persons, the Hillhouse Filing Persons, V-Sciences and the Management Filing Persons, as applicable, and no security
holder of the Company that is not a party to the Sales and Purchases of Shares or an affiliate of such party is otherwise
receiving or providing any consideration in connection with the Sales and Purchases of Shares. All of PWM, the Parfield Filing
Persons, the Centurium Filing Persons, the CITIC Filing Persons, the Hillhouse Filing Persons, V-Sciences and the Management
Filing Persons are sophisticated investors capable of protecting their investment interests, and all of them are assisted
by their respective legal advisors in connection with the Sales and Purchases of Shares. The PWM Purchase Price (as adjusted
by the PWM SPA Amendments No. 3), the Parfield Purchase Price (as adjusted by the Parfield SPA Amendment No. 2), the Centurium
Sale Price, the Additional PWM Sale Price, the Additional Centurium Sale Price and the Additional Parfield Sale Price were
a result of arm’s-length negotiations. As a result, each Filing Person believes that each of the Sales and Purchases
of Shares applicable to such Filing Person is an arm’s-length commercial transaction between or among the applicable
parties to such Sale and Purchase of Shares.
|
|
|
|
|
|
|
·
|
The PWM Purchase Price (as adjusted by the PWM SPA Amendments No. 3), the Parfield Purchase
Price (as adjusted by the Parfield SPA Amendment No. 2), the Centurium Sale Price, the Additional PWM Sale Price, the Additional
Centurium Sale Price and the Additional Parfield Sale Price of US$120.00 per Ordinary Share represent the same purchase price
that the Buyer Consortium has proposed to pay per Ordinary Share in the Proposed Transaction.
|
|
|
·
|
No approval of the Board (other than the applicable Waivers)
or vote of the Company’s shareholders was or is necessary in connection with the consummation of any Sale and Purchase
of Shares or the execution, delivery or performance of any of the PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional
PWM SPAs, the Additional Centurium SPA or the Additional Parfield SPA. The consummation of the Sales and Purchases of Shares
were not and are not conditioned on the completion of the Proposed Transaction. The Sales and Purchases of Shares have no
effect on the rights of any unaffiliated security holders of the Company (other than those that are parties to the Sales and
Purchases of Shares).
|
|
|
|
|
|
|
·
|
The US$120.00 per Ordinary Share purchase price offered in the Proposal represents a 16.8% premium to the closing price on the last trading day prior to the date of the Proposal and a premium of 21.1% and 23.9% to the volume-weighted average price during the last 30 and 60 trading days before the date of the Proposal, respectively.
|
|
|
|
|
|
|
·
|
The aggregate ownership of Ordinary Shares by the members
of the Buyer Consortium and their affiliates is not and will not be affected by the consummation of the Sales and Purchases
of Shares, because they are transfers between members of the Buyer Consortium and their respective affiliates.
|
|
|
|
|
|
|
·
|
The Company has in place various anti-takeover defense mechanisms that (x) prohibit the
Buyer Consortium from entering into agreements for or consummating the Proposed Transaction without the Board’s approval
and (y) protect the Board’s control over the transaction process. Such anti-takeover defense mechanisms include, among
others, the Confidentiality Agreements, the IRAs, a “poison pill” (i.e., the Rights Agreement) and a staggered
board. The Confidentiality Agreements contain broad “standstill” provisions prohibiting members of the Buyer Consortium
and their respective affiliates from, among other things, (i) acquiring any securities of the Company, (ii) agreeing to any
merger or other extraordinary transaction involving the Company, (iii) soliciting proxies or (iv) otherwise seeking to control
or influence the management or the policies of the Company. The Centurium IRA, the CITIC IRA and the Hillhouse IRA prohibit
the Filing Persons who are parties thereto and their affiliates from soliciting, effecting, proposing, participating in or
knowingly assisting or facilitating “any action with respect to the Company or its Subsidiaries” that is not recommended
by the Board. Under the Rights Agreement, if any person or group acquires 15% or more of the outstanding Ordinary Shares without
the Board’s approval, the “poison pill” would be triggered which would result in significant dilution of
the acquiring person’s or group’s interest in the Company. Finally, the Board is divided into three classes, with
one class reelected each year. The Waivers granted by the Company under the Confidentiality Agreements, the IRAs and the Rights
Agreement did not change the above protections for the Board, because the Board has the full discretion and control over whether
or not to grant each such Waiver and certain Waivers were granted for only limited purposes including, among others, to permit
the formation of the Buyer Consortium, the acquisition of the Capital Sale Shares and the Sales and Purchases of Shares.
|
|
|
|
|
|
|
·
|
The Board established the Special Committee consisting of directors not affiliated with the Buyer Consortium to evaluate the Proposal. The Buyer Consortium understands that the Board delegated to the Special Committee broad authority, including the authority to solicit and consider other offers and strategic alternatives of the Company, to reject the Proposal and any other offer, and to recommend the Company not to conduct any transaction and remain an independent public company. The Special Committee and the Board have no obligation to recommend or approve the Proposed Transaction or any other transaction.
|
|
|
|
|
|
|
·
|
The Special Committee is assisted by Duff & Phelps, LLC and Duff & Phelps Securities LLC as its financial advisor and Davis Polk as its legal advisor in its evaluation of the Proposed Transaction and other strategic alternatives of the Company and in negotiations with the Buyer Consortium.
|
|
|
|
|
|
|
·
|
The Filing Persons did not consider the Company’s net
book value, which is defined as total assets minus total liabilities, attributable to the Company’s shareholders, as
a factor. The Filing Persons do not believe that net book value is a material indicator of the value of the Company as a going-concern
as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business
risks inherent in competing with other companies in that industry. The Filing Persons note, however, that the purchase price
of US$120.00 per Ordinary Share offered in the Proposal is substantially higher than the Company’s net book value per
Ordinary Share of US$48.18 as of June 30, 2020 (based on the number of issued and outstanding Ordinary Shares as of that date).
|
|
|
|
|
|
|
·
|
The Filing Persons did not consider the liquidation value of the Company’s assets as a factor because each Filing Person considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations.
|
|
|
·
|
While the Filing Persons considered the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters, the Filing Persons did not calculate a pre-Merger going-concern value of the Company as a public company because the Company will have a different shareholding structure following the completion of the Proposed Transaction; as a result, the Filing Persons do not believe that the going-concern value of the Company is an appropriate indicator to determine the fairness of the Sales and Purchases of Shares to the unaffiliated security holders of the Company (other than those that are parties to the Sales and Purchases of Shares). However, to the extent the pre-Merger going-concern value was reflected in the pre-announcement public market trading price of the Ordinary Shares, the purchase price of US$120.00 per Ordinary Share offered in the Proposal represents a significant premium to the going-concern value of the Company.
|
No financial advisor provided
any of the Filing Persons or their affiliates with any analysis or opinion with respect to the fairness of the Sales and Purchases
of Shares to the unaffiliated security holders of the Company.
Fairness of the Proposed
Transaction
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that
have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. In light of the execution of the Merger Documents, the Filing Persons intend to further amend this Schedule
13E-3 by filing the Merger Schedule 13E-3 Amendment, in which the Filing Persons intend to provide additional details with respect
to the Merger Documents and the transactions contemplated thereby, including the Merger.
Item 9 Reports, Opinions, Appraisals and Negotiations
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that
have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. The Filing Persons have not retained any outside party to deliver any report or opinion or appraisal on
the Sales and Purchases of Shares or the Proposed Transaction. The Company is not a filing person to this Schedule 13E-3, and
the Filing Persons did not receive any report, opinion or appraisal received by the Company from an outside party that is materially
related to the Proposed Transaction. In light of the execution of the Merger Documents, the Filing Persons intend to further amend
this Schedule 13E-3 by filing the Merger Schedule 13E-3 Amendment, in which the Filing Persons intend to provide additional details
with respect to the Merger Documents and the transactions contemplated thereby, including the Merger.
Item 10 Source and Amount of Funds or Other Consideration
The source of funds for the transactions
contemplated under the PWM SPA and the Parfield SPA was from commitments made by investors in the investment funds managed or
advised by the Centurium Filing Persons and their affiliates and income and other internally generated funds of the Centurium
Filing Persons and their affiliates. Approximately US$204 million was expended by the Centurium Filing Persons in acquiring the
PWM Sale Shares and the Parfield Sale Shares.
The source of funds of 2019B Cayman
for the transactions contemplated under its Centurium SPA was primarily from revolving credit facilities of CCCP IV obtained under
a revolving facilities agreement (the “Revolving Facilities Agreement”) between CCCP IV, as borrower, CCP IV
GP Ltd. (“CCP IV GP”), as general partner, and SOCIÉTÉ GÉNÉRALE, as original lender.
Approximately US$32 million was expended by 2019B Cayman in acquiring the Centurium Sale Shares contemplated under its Centurium
SPA. CCCP IV has repaid the borrowings under these revolving credit facilities used to fund the purchase price for the Centurium
Sale Shares acquired by 2019B Cayman. The source of funds of 2019B Cayman for the transactions contemplated under its Additional
PWM SPA and the Additional Parfield SPA will be from commitments made by investors in CCC Co-Investment. Such commitments are
not subject to any material conditions, other than the confirmation by CCC Co-Investment GP that the conditions to the consummation
of the transactions contemplated under the applicable Additional PWM SPA and the Additional Parfield SPA have been fulfilled or
waived and the parties thereto are prepared to close. It is anticipated that approximately US$145 million will be expended by
2019B in acquiring its applicable Additional PWM Sale Shares and the Additional Parfield Sale Shares contemplated by its Additional
PWM SPA and the Additional Parfield SPA.
The source of funds of HH Sum for the
transactions contemplated under its Centurium SPA was internally generated funds of HH Sum and its affiliates available for investment.
The source of funds of V-Sciences for the transactions contemplated under its Centurium SPAs was its funds available for investment.
Approximately US$25 million and US$30 million was expended by HH Sum and V-Sciences, respectively, in acquiring their respective
portions of the Centurium Sale Shares contemplated under their respective Centurium SPAs.
The source of funds of the Management
Filing Persons for the transactions contemplated under the applicable Additional PWM SPAs and Additional Centurium SPA will be
commitments made by investors in Biomedical Treasure, Biomedical Future and Biomedical Development. The commitment of the investor
in Biomedical Treasure is conditional upon (i) the satisfaction or waiver by Biomedical Treasure of each of the conditions to
Biomedical Treasure’s obligations to consummate the closing of the applicable Additional PWM SPA (which conditions may not
be amended or waived without the prior written consent of such investor), (ii) Biomedical Treasure being required by the applicable
Additional PWM SPA to consummate the closing of such Additional PWM SPA, and (iii) the substantially concurrent consummation of
the closing of applicable Additional PWM SPA in accordance with and subject to the terms of such Additional PWM SPA. The investor
in Biomedical Future has committed to provide such amount of funds to Biomedical Future, in each case at or before the closing
under each applicable Additional PWM SPA, at each time Biomedical Future is required to make any cash payment under the applicable
Additional PWM SPA and if Biomedical Future does not have the necessary funds to make such payment. The investors in Biomedical
Development have committed to pay Biomedical Development pursuant to and subject to the terms and conditions of a subscription
agreement entered by and between Biomedical Development and such investors, and such payment will be used by Biomedical Development
to acquire the Additional Centurium Sale Shares. It is anticipated that approximately US$622 million will be expended by the Management
Filing Persons in acquiring the applicable Additional PWM Sale Shares and the Additional Centurium Sale Shares contemplated by
the applicable Additional PWM SPAs and the Additional Centurium SPA, respectively.
The Proposed Transaction will be funded
through a combination of (a) the proceeds from a committed senior term loan facility contemplated by the Debt Commitment Letter,
(b) available cash in the Company and its subsidiaries, (c) rollover securities of the Company from the Rollover Securityholders,
which will be contributed to Parent and will be (i) cancelled without payment of any consideration therefor or (ii) converted
into the same number of shares of the surviving company, at Parent’s discretion, with notice by Parent to the Company no
later than the Effective Time, and (d) if any of the transactions contemplated by the applicable Additional PWM SPAs or the Additional
Parfield SPA fails to consummate prior to the closing of the Merger, cash contributions contemplated by the applicable Equity
Commitment Letters.
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that
have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. In light of the execution of the Merger Documents, the Filing Persons intend to further amend this Schedule
13E-3 by filing the Merger Schedule 13E-3 Amendment, in which the Filing Persons intend to provide additional details with respect
to the Merger Documents and the transactions contemplated thereby, including the Merger.
Item 11 Interest in Securities of the Subject Company
(a) Securities Ownership
As of the date of this Schedule 13E-3:
(i) Beachhead holds 7,908,726 Ordinary Shares, representing 20.37% of the total outstanding Ordinary Shares issued by the Company;
(ii) Double Double holds 775,000 Ordinary Shares, representing 2.00% of the total outstanding Ordinary Shares issued by the Company;
(iii) Point Forward holds 1,986,265 Ordinary Shares, representing 5.12% of the total outstanding Ordinary Shares issued by the
Company; (iv) CCP 2018, as the sole shareholder of each of Beachhead and Double Double, may be deemed under Rule 13d-3 under the
Exchange Act to beneficially own 8,683,726 Ordinary Shares held by Beachhead and Double Double, representing 22.36% of the total
outstanding Ordinary Shares issued by the Company; (v) CCCI 2018, which holds 74% of the equity interest in Point Forward, may
be deemed under Rule 13d-3 under the Exchange Act to beneficially own 1,316,265 Ordinary Shares held by Point Forward, representing
3.39% of the total outstanding Ordinary Shares issued by the Company; (vi) CCM CB I, which holds 26% of the equity interest in
Point Forward, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 670,000 Ordinary Shares held by Point
Forward, representing 1.73% of the total outstanding Ordinary Shares issued by the Company; (vii) Centurium Capital Partners 2018
GP Ltd. (“Centurium GP”), acting as the general partner of CCP 2018, may be deemed under Rule 13d-3 under the
Exchange Act to beneficially own 8,683,726 Ordinary Shares held by Beachhead and Double Double, representing 22.36% of the total
outstanding Ordinary Shares issued by the Company; (viii) Centurium Capital 2018 SLP-B Ltd. (“Centurium SLP-B”),
acting as the general partner of CCCI 2018, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 1,316,265
Ordinary Shares held by Point Forward, representing 3.39% of the total outstanding Ordinary Shares issued by the Company; (ix)
CCM CB I Limited (“CCM CB I GP”), acting as the general partner of CCM CB I, may be deemed under Rule 13d-3
under the Exchange Act to beneficially own 670,000 Ordinary Shares held by Point Forward, representing 1.73% of the total outstanding
Ordinary Shares issued by the Company; (x) Centurium Holdings Ltd. (“Centurium GP Holdco”), as the sole shareholder
of Centurium GP, Centurium SLP-B and CCM CB I GP, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 10,669,991
Ordinary Shares held by Beachhead, Double Double and Point Forward, representing 27.48% of the total outstanding Ordinary Shares
issued by the Company; (xi) Centurium Holdings (BVI) Ltd. (“Centurium TopCo”), as the sole shareholder of Centurium
GP Holdco, may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 10,669,991 Ordinary Shares held by Beachhead,
Double Double and Point Forward, representing 27.48% of the total outstanding Ordinary Shares issued by the Company; and (xii)
Mr. Li holds 28,269 Ordinary Shares and, as the sole shareholder of Centurium Topco, may be deemed under Rule 13d-3 under the
Exchange Act to beneficially own 10,669,991 Ordinary Shares held by Beachhead, Double Double and Point Forward, representing 27.55%
of the total outstanding Ordinary Shares issued by the Company. Pursuant to the terms and conditions of the Additional Centurium
SPA, Double Double agreed to sell to Biomedical Development and Biomedical Development agreed to purchase from Double Double,
775,000 Ordinary Shares.
As of the date of this Schedule 13E-3,
PWM holds 5,321,000 Ordinary Shares, representing 13.70% of the total outstanding Ordinary Shares issued by the Company. Pursuant
to the terms and conditions of the Additional PWM SPAs, PWM agreed to sell to each of Biomedical Treasure, 2019B Cayman and Biomedical
Future, and each of Biomedical Treasure, 2019B Cayman and Biomedical Future agreed to purchase from PWM, 3,750,000 Ordinary Shares,
910,167 Ordinary Shares and at least 660,833 Ordinary Shares, respectively.
As of the date of this Schedule 13E-3,
(i) 2019B Cayman holds 3,743,868 Ordinary Shares, representing 9.64% of the total outstanding Ordinary Shares issued by the Company;
(ii) CCCP IV, which holds 92.90% of the equity interest in 2019B Cayman, may also be deemed under Rule 13d-3 under the Exchange
Act to beneficially own 3,743,868 Ordinary Shares held by 2019B Cayman, representing 9.64% of the total outstanding Ordinary Shares
issued by the Company; (iii) CCC Co-Investment, which holds 7.10% of the equity interest in 2019B Cayman, may be deemed under
Rule 13d-3 under the Exchange Act to beneficially own 265,815 Ordinary Shares held by 2019B Cayman, representing 0.68% of the
total outstanding Ordinary Shares issued by the Company; (iv) CCP IV GP, as the general partner of CCCP IV, may be deemed under
Rule 13d-3 under the Exchange Act to beneficially own 3,743,868 Ordinary Shares held by 2019B Cayman, representing 9.64% of the
total outstanding Ordinary Shares issued by the Company; (v) CCC Co-Investment GP, as the general partner of CCC Co-Investment,
may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 265,815 Ordinary Shares held by 2019B Cayman, representing
0.68% of the total outstanding Ordinary Shares issued by the Company; (vi) CITIC Capital Partners Limited (“CCPL”),
as the sole shareholder of CCP IV GP and the sole shareholder of CCC Co-Investment GP, may be deemed under Rule 13d-3 under the
Exchange Act to beneficially own 3,743,868 Ordinary Shares held by 2019B Cayman, representing 9.64% of the total outstanding Ordinary
Shares issued by the Company; and (vii) CITIC Capital Holdings Limited (“CCHL”) may be deemed under Rule 13d-3
under the Exchange Act to beneficially own 3,743,868 Ordinary Shares held by 2019B Cayman, representing 9.64% of the total outstanding
Ordinary Shares issued by the Company. Pursuant to the terms and conditions of the applicable Additional PWM SPA, 2019B Cayman
agreed to purchase from PWM, and PWM agreed to sell to 2019B Cayman, 910,167 Ordinary Shares. Pursuant to the terms and conditions
of the Additional Parfield SPA, 2019B Cayman agreed to purchase from Parfield, and Parfield agreed to sell to 2019B Cayman, 300,000
Ordinary Shares.
As of the date of this Schedule 13E-3,
(i) Parfield holds 2,437,696 Ordinary Shares, representing 6.28% of the total outstanding Ordinary Shares issued by the Company;
(ii) Amplewood no longer holds any Ordinary Shares; and (iii) Chan, as the sole shareholder of each of Parfield and Amplewood,
may be deemed the beneficial owner of 2,437,696 Ordinary Shares held by Parfield, representing 6.28% of the total outstanding
Ordinary Shares issued by the Company. The 2,437,696 Ordinary Shares held by Parfield are subject to a pledge agreement executed
in favor of JPMorgan Chase Bank, N. A. to secure certain indebtedness of Parfield under the Parfield Facility Agreement.
As of the date of this Schedule 13E-3,
(i) HH China Bio Holdings directly holds 2,751,200 Ordinary Shares, representing 7.09% of the total outstanding Ordinary Shares
issued by the Company, and Hillhouse Capital Advisors, Ltd. (“HCA”) is deemed to be the beneficial owner of,
and to control the voting and investment power of, such Ordinary Shares held by HH China Bio Holdings, (ii) HH Sum directly holds
210,876 Ordinary Shares, representing 0.54% of the total outstanding Ordinary Shares issued by the Company, and Hillhouse Capital
Management, Ltd. (“HCM”) is deemed to be the beneficial owner of, and to control the voting and investment
power of, such Ordinary Shares held by HH Sum, and (iii) each of HCA and HCM, which are under common control and share certain
policies, personnel and resources, respectively, may report that it has shared voting and disposition power of the Ordinary Shares
beneficially owned by each of HCA and HCM.
As of the date of this Schedule 13E-3,
(i) each of Biomedical Treasure, Biomedical Future and Biomedical Development does not hold any Ordinary Shares; and (ii) Mr.
Chow holds 154,259 Ordinary Shares (including 111,509 Ordinary Shares and 42,750 Ordinary Shares issuable upon settlement of restricted
share units held by Mr. Chow within 60 days from the day hereof), representing 0.40% of the total outstanding Ordinary Shares
issued by the Company. Pursuant to the terms and conditions of the applicable Additional PWM SPAs, Biomedical Treasure and Biomedical
Future agreed to purchase from PWM, and PWM agreed to sell to Biomedical Treasure and Biomedical Future, 3,750,000 Ordinary Shares
and at least 660,833 Ordinary Shares, respectively. In the event that 2019B Cayman’s Additional PWM SPA is terminated or
the transactions contemplated thereby fail to consummate in accordance with the terms and conditions thereof, Biomedical Future
agreed to purchase from PWM and PWM agreed to sell to Biomedical Future, all Ordinary Shares that are not purchased by 2019B Cayman
under 2019B Cayman’s Additional PWM SPA. Pursuant to the terms and conditions of the Additional Centurium SPA, Biomedical
Development agreed to purchase from Double Double, and Double Double agreed to sell to Biomedical Development, 775,000 Ordinary
Shares.
The
percentages set forth above in this Item 11 are calculated based on 38,830,846 Ordinary Shares deemed to be outstanding, which
consists of (i) 38,788,096 Ordinary Shares issued and outstanding as of November
19, 2020 as provided by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units
held by Mr. Chow within 60 days from the day hereof.
The Filing Persons and V-Sciences are
deemed to be a “group” pursuant to Section 13(d) of the Exchange Act as a result of the arrangements in the A&R
Consortium Agreement and the Support Agreement, and such “group” is deemed to beneficially own an aggregate of 26,528,890
Ordinary Shares (including 42,750 Ordinary Shares issuable upon settlement of restricted share units held by Mr. Chow within 60
days from the day hereof), which represents approximately 68.32% of 38,830,846 Ordinary Shares deemed to be outstanding, which
consists of (i) 38,788,096 Ordinary Shares issued and outstanding as of November
19, 2020 as provided by the Company, and (ii) 42,750 Ordinary Shares issuable upon settlement of restricted share units
held by Mr. Chow within 60 days from the day hereof. However, no provision of the A&R Consortium Agreement and the Support
Agreement gives any member of the Buyer Consortium voting or disposition power over the Ordinary Shares held by the other members
of the Buyer Consortium. Instead, the Support Agreement only contains a contractual obligation of each member of the Buyer Consortium
with respect to the voting on certain matters of its Ordinary Shares (which remain under the control of such member) and does
not grant voting power to any other members of the Buyer Consortium with respect to such Ordinary Shares. Similarly, no provision
of the A&R Consortium Agreement and the Support Agreement gives a member of the Buyer Consortium the power to direct any other
member of the Buyer Consortium to sell or dispose of its Ordinary Shares. As a result, (i) each of the Centurium Filing Persons
expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially
owned) by PWM, the CITIC Filing Persons, the Parfield Filing Persons, the Hillhouse Filing Persons, the Management Filing Persons
and V-Sciences, (ii) PWM expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned (or
deemed to be beneficially owned) by the Centurium Filing Persons, the CITIC Filing Persons, the Parfield Filing Persons, the Hillhouse
Filing Persons, the Management Filing Persons and V-Sciences, (iii) each of the CITIC Filing Persons expressly disclaims beneficial
ownership for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing
Persons, PWM, the Parfield Filing Persons, the Hillhouse Filing Persons, the Management Filing Persons and V-Sciences, (iv) each
of the Parfield Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned
(or deemed to be beneficially owned) by the Centurium Filing Persons, PWM, the CITIC Filing Persons, the Hillhouse Filing Persons,
the Management Filing Persons and V-Sciences, (v) each of the Hillhouse Filing Persons expressly disclaims beneficial ownership
for all purposes of the Ordinary Shares beneficially owned (or deemed to be beneficially owned) by the Centurium Filing Persons,
PWM, the CITIC Filing Persons, the Parfield Filing Persons, the Management Filing Persons and V-Sciences and (vi) each of the
Management Filing Persons expressly disclaims beneficial ownership for all purposes of the Ordinary Shares beneficially owned
(or deemed to be beneficially owned) by the Centurium Filing Persons, PWM, the CITIC Filing Persons, the Parfield Filing Persons,
the Hillhouse Filing Persons and V-Sciences.
(b) Securities Transaction.
On December 9, 2019, Beachhead and Double
Double acquired the Capital Sale Shares at the Capital Sale Price pursuant to the terms of the Capital SPA. Additional information
regarding this purchase (including a copy of the Capital SPA) can be found in the Amendment No. 7 to Schedule 13D filed with the
SEC by the Centurium Filing Persons and other relevant reporting persons on November 15, 2019.
On December 16, 2019, Beachhead transferred
901,265 Ordinary Shares in the Company to Point Forward due to an internal restructuring conducted by certain Centurium Filing
Persons. Additional information regarding this transfer can be found in the Amendment No. 8 to Schedule 13D filed with the SEC
by the Centurium Filing Persons and other relevant reporting persons on January 24, 2020.
On February 14, 2020, Beachhead, as
borrower, entered into the Facility Agreement with Ping An, acting through the Offshore Banking Center, as arranger, lender, agent
and security agent. Pursuant to the Facility Agreement, Ping An agreed to provide a Facility of US$350 million in aggregate to
Beachhead. The maturity date of the Facility is February 14, 2025. The payment obligations of Beachhead under the Facility Agreement
will be secured by, amongst others, a first priority security interest over a certain number of Ordinary Shares held and to be
acquired by Beachhead.
On March 16, 2020, Double Double
transferred 1,112,591 Ordinary Shares to Beachhead.
On March 30, 2020, CCCP IV transferred
2,477,335 Ordinary Shares to 2019B Cayman.
On April 9, 2020, Point Forward completed
the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA.
On April 29, 2020, Double Double completed
the sale of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the
terms and conditions of the applicable Centurium SPA.
On May 6, 2020, Double Double completed
the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.
On May 8, 2020, PWM completed the sale
of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms
and conditions of the PWM SPA, and as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.
On May 13, 2020, CCCP IV transferred
1,000,000 Ordinary Shares to 2019B Cayman.
On July 28, 2020, Parfield, as borrower, and JPMCB, as lender,
entered into the Parfield Facility Agreement. Pursuant to the Parfield Facility Agreement, JPMCB agreed to provide an on demand
credit facility of US$60 million to Parfield to be utilized in refinancing the previous credit facility from Credit Suisse AG
Hong Kong Branch to Parfield. The payment obligations of Parfield under the Parfield Facility Agreement will be secured by, amongst
others, a security interest over the 2,437,696 Ordinary Shares held by Parfield which also replaces the previous security interest
over such shares in favor of Credit Suisse AG Hong Kong Branch.
Except as set forth above in subsection
(b) of this Item 11, none of the Filing Persons has effected any transactions relating to the Ordinary Shares during the past 60
days.
Item 12 The Solicitation or Recommendation
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that
have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. No solicitation or recommendation is being made relating to the Sales and Purchases of Shares or a Rule
13e-3 transaction.
Item 13 Financial Statements
(a) Financial Information
The Filing Persons are filing this Schedule
13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that have the reasonable
likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii) under
the Exchange Act. The financial information furnished herein is derived from public disclosure of the Company and is included solely
for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Filing Persons
did not participate in the preparation, review or public disclosure of such information in the Company’s filings and therefore
make no representation on the accuracy or completeness of such financial information.
Selected Historical Financial
Information
The following sets forth selected historical
consolidated financial information of the Company. The financial data for the years ended and as of December 31, 2018 and 2019
has been derived from the audited financial statements filed as part of the Company’s annual report on Form 20-F for the
fiscal year ended December 31, 2019 filed with the SEC on March 12, 2020. The financial data for the six months ended and as of
June 30, 2019 and 2020 has been derived from the unaudited financial statements included as part of the Company’s current
reports on Form 6-K furnished to the SEC on August 5, 2019 and August 17, 2020, respectively. The information set forth below
is not necessarily indicative of future results and should be read in conjunction with (a) “Item 5. Operating and Financial
Review and Prospects” and the consolidated financial statements, related notes and other financial information included
in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC on March 12,
2020, and (b) the unaudited financial statements and other financial information for the six months ended and as of June 30, 2019
and 2020 included as part of the Company’s current reports on Form 6-K furnished to the SEC on August 5, 2019 and August
17, 2020, respectively, all of which are incorporated into this Schedule 13E-3 by reference.
|
|
|
Year Ended
|
|
|
Six Months
Ended
|
|
|
|
|
December
31, 2019
|
|
|
December
31, 2018
|
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
|
|
(U.S. dollars in thousands, except per
share data (U.S. dollars), Ordinary Shares in
Shareholders’ equity (U.S. dollars), and share number)
|
|
|
Revenues
|
|
|
503,745
|
|
|
|
466,878
|
|
|
|
273,703
|
|
|
|
265,480
|
|
|
Income From Operations
|
|
|
163,648
|
|
|
|
146,174
|
|
|
|
110,717
|
|
|
|
92,058
|
|
|
Net Income
|
|
|
163,395
|
|
|
|
147,969
|
|
|
|
102,794
|
|
|
|
93,261
|
|
|
Net Income attributable to the Company
|
|
|
138,808
|
|
|
|
128,058
|
|
|
|
89,066
|
|
|
|
79,339
|
|
|
Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3.55
|
|
|
|
3.54
|
|
|
|
2.29
|
|
|
|
2.01
|
|
|
Diluted
|
|
|
3.53
|
|
|
|
3.53
|
|
|
|
2.27
|
|
|
|
2.01
|
|
|
|
|
As of
|
|
|
|
|
December
31, 2019
|
|
|
December
31, 2018
|
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
|
|
(U.S. dollars in thousands, except per
share data (U.S. dollars), Ordinary Shares in
Shareholders’ equity (U.S. dollars), and share number)
|
|
|
Total Current Assets
|
|
|
1,299,725
|
|
|
|
1,357,188
|
|
|
|
1,402,519
|
|
|
|
1,338,272
|
|
|
Property, plant and equipment, net
|
|
|
177,597
|
|
|
|
178,327
|
|
|
|
172,369
|
|
|
|
180,068
|
|
|
Intangible assets, net
|
|
|
44,068
|
|
|
|
53,259
|
|
|
|
39,516
|
|
|
|
49,104
|
|
|
Land use rights, net
|
|
|
28,459
|
|
|
|
32,204
|
|
|
|
28,261
|
|
|
|
34,825
|
|
|
Equity method investment
|
|
|
16,726
|
|
|
|
15,428
|
|
|
|
15,152
|
|
|
|
16,829
|
|
|
Prepayment in equity securities
|
|
|
—
|
|
|
|
10,813
|
|
|
|
—
|
|
|
|
—
|
|
|
Long term equity investments
|
|
|
10,813
|
|
|
|
—
|
|
|
|
10,813
|
|
|
|
—
|
|
|
Loan receivable
|
|
|
35,642
|
|
|
|
39,943
|
|
|
|
35,123
|
|
|
|
37,752
|
|
|
Goodwill
|
|
|
308,509
|
|
|
|
313,589
|
|
|
|
304,011
|
|
|
|
313,072
|
|
|
Other non-current assets
|
|
|
16,319
|
|
|
|
9,228
|
|
|
|
16,660
|
|
|
|
13,603
|
|
|
Total Assets
|
|
|
1,937,859
|
|
|
|
2,009,979
|
|
|
|
2,024,424
|
|
|
|
1,994,336
|
|
|
Total Current Liabilities
|
|
|
119,309
|
|
|
|
122,349
|
|
|
|
123,901
|
|
|
|
126,582
|
|
|
Total Long Term Liabilities
|
|
|
43,698
|
|
|
|
42,927
|
|
|
|
41,437
|
|
|
|
41,267
|
|
|
Ordinary Shares in Shareholders’ Equity
|
|
|
4,191
|
|
|
|
4,162
|
|
|
|
4,203
|
|
|
|
4,171
|
|
|
Outstanding Shares
|
|
|
38,459,769
|
|
|
|
39,361,616
|
|
|
|
38,583,877
|
|
|
|
38,263,787
|
|
|
Total Shareholders’ Equity attributable to the Company
|
|
|
1,695,715
|
|
|
|
1,772,050
|
|
|
|
1,779,662
|
|
|
|
1,701,838
|
|
|
Non-controlling interest
|
|
|
79,137
|
|
|
|
122,654
|
|
|
|
79,424
|
|
|
|
124,650
|
|
|
Total Equity
|
|
|
1,774,852
|
|
|
|
1,844,703
|
|
|
|
1,859,086
|
|
|
|
1,826,488
|
|
Net Book Value per Share
of the Company’s Shares
The Company’s net book value per Ordinary Share as
of June 30, 2020 was US$48.18 (based on the number of issued and outstanding Ordinary Shares as of that date).
Information incorporated herein by reference
has been filed or furnished by the Company with the SEC as stated above. You may read and copy these reports and other information
at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549 at prescribed rates. Information on the operation
of the Public Reference Room may be obtained by calling the SEC at +1 (800) SEC-0330. Copies of such materials may also be accessed
through the SEC’s website at http://www.sec.gov.
(b) Pro Forma Information.
If the Proposed Transaction is consummated,
the Buyer Consortium plans to maintain the independent operations of the Company. Therefore, the Proposed Transaction is not expected
to have any material effect on the Company’s financial statements.
Item 14 Persons/Assets, Retained, Employed, Compensated or
Used
The Filing Persons are filing this
Schedule 13E-3 because they have determined that the Sales and Purchases of Shares are steps in a series of transactions that
have the reasonable likelihood or purpose of producing, directly or indirectly, one or more of the effects set forth in Rule 13e-3(a)(3)(ii)
under the Exchange Act. The Filing Persons have not retained any outside party to deliver any report or opinion or appraisal on
the Sales and Purchases of Shares or a Rule 13e-3 transaction. The Company is not a filing person to this Schedule 13E-3, and
the Filing Persons did not receive any report, opinion or appraisal received by the Company from an outside party that is materially
related to the Proposed Transaction. In light of the execution of the Merger Documents, the Filing Persons intend to further amend
this Schedule 13E-3 by filing the Merger Schedule 13E-3 Amendment, in which the Filing Persons intend to provide additional details
with respect to the Merger Documents and the transactions contemplated thereby, including the Merger.
Item 15 Additional Information
Not applicable.
Item 16 Exhibits
|
(a)
|
|
Not applicable
|
|
|
|
|
|
(b)-(1)*†
|
|
Margin
Loan Facility Agreement, dated as of February 14, 2020, by and between Beachhead and Ping An, incorporated herein by reference
to Exhibit 1 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on March 20, 2020.
|
|
|
|
|
|
(b)-(2)*††
|
|
Revolving
Facilities Agreement, dated January 16, 2020 by and between CCCP IV as borrower, CCP IV GP as general partner and Société
Générale, as original lender, incorporated herein by reference to Exhibit 5 to Amendment No. 6 to Schedule 13D filed
by the CITIC Filing Persons and other reporting persons therein with the SEC on April 8, 2020.
|
|
|
|
|
|
(b)-(3)††
|
|
On Demand Credit Facilty Agreement dated July
28, 2020 between Parfield International Ltd. and JP Morgan Chase Bank N.A. Singapore Branch
|
|
|
|
|
|
(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.
|
|
|
|
|
|
(b)-(5)*
|
|
Equity Commitment Letter, dated November 19, 2020, issued and delivered by CC China (2019B) L.P., incorporated herein by reference to Exhibit 16 to Amendment No. 9 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC on November 20, 2020
|
|
|
|
|
|
(b)-(6)*
|
|
Equity
Commitment Letter, dated November 19, 2020, issued and delivered by Biomedical Treasure, incorporated herein by reference
to Exhibit 99.21 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein
with the SEC on November 20, 2020.
|
|
|
|
|
|
(b)-(7)*
|
|
Equity
Commitment Letter, dated November 19, 2020, issued and delivered by Biomedical Future, incorporated herein by reference to
Exhibit 99.21 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein
with the SEC on November 20, 2020.
|
|
|
|
|
|
(c)
|
|
Not applicable
|
|
|
|
|
|
(d)-(1)*
|
|
Proposal
from Beachhead, PWM, CCCP IV, Parfield, HH Sum and V-Sciences, dated September 18, 2019.
|
|
(d)-(2)*
|
|
Consortium
Agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CCCP IV, Parfield, HH Sum and V-Sciences.
|
|
|
|
|
|
(d)-(3)*
|
|
Amendment
No. 1 to Consortium Agreement, dated as of January 23, 2020, by and among Beachhead, Double Double, Point Forward, PWM, CCCP IV,
Parfield, HH Sum and V-Sciences.
|
|
|
|
|
|
(d)-(4)*
|
|
Share
Purchase Agreement, dated as of September 18, 2019, by and between PWM and Beachhead.
|
|
|
|
|
|
(d)-(5)*
|
|
Share
Purchase Agreement, dated as of September 18, 2019, by and among Parfield, Amplewood and Beachhead.
|
|
|
|
|
|
(d)-(6)*
|
|
Share
Purchase Agreement, dated as of January 23, 2020, by and between Double Double and 2019B Cayman.
|
|
|
|
|
|
(d)-(7)*
|
|
Share
Purchase Agreement, dated as of January 23, 2020, by and between Double Double and HH Sum.
|
|
|
|
|
|
(d)-(8)*
|
|
Share
Purchase Agreement, dated as of January 23, 2020, by and between Double Double and V-Sciences.
|
|
|
|
|
|
(d)-(9)*
|
|
Amendment
No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and between PWM and Beachhead, incorporated herein by reference
to Exhibit 2 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on March 20, 2020.
|
|
|
|
|
|
(d)-(10)*
|
|
Amendment
No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and among Parfield, Amplewood and Beachhead, incorporated herein
by reference to Exhibit 3 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons
therein with the SEC on March 20, 2020.
|
|
|
|
|
|
(d)-(11)
|
|
Amendment
No. 2 to Share Purchase Agreement, dated as of May 5, 2020, by and between PWM and Beachhead, incorporated herein by reference
to Exhibit 1 to Amendment No. 12 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on May 7, 2020.
|
|
(d)-(12)
|
|
Deed
of Adherence, dated as of September 16, 2020, by Mr. Chow. incorporated herein by reference to Exhibit 2 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.
|
|
|
|
|
|
(d)-(13)
|
|
Exclusivity
Extension Letter, dated as of September 16, 2020, by and among the Initial Consortium Members, 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.
|
|
|
|
|
|
(d)-(14)*
|
|
Deed
of Adherence, dated as of October 26, 2020, by Biomedical Treasure, Biomedical Future and Biomedical Development, incorporated
herein by reference to Exhibit 1 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting
persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(15)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and Biomedical Treasure, incorporated herein by reference
to Exhibit 17 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(16)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and Biomedical Future, incorporated herein by reference to
Exhibit 19 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(17)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and 2019B Cayman, incorporated herein by reference to Exhibit
18 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(18)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreement dated as of October 26, 2020, between PWM and Biomedical Treasure, incorporated herein by reference to
Exhibit 26 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(19)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreement, dated as of October 26, 2020, between PWM and Biomedical Future, incorporated herein by reference to
Exhibit 28 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(20)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreements, dated as of October 26, 2020, between PWM and 2019B Cayman, incorporated herein by reference to Exhibit
27 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
(d)-(21)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the Merger, incorporated herein by reference
to Exhibit 29 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(22)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and among PWM, Biomedical Treasure and certain other party, incorporated herein by
reference to Exhibit 22 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October
28, 2020.
|
|
|
|
|
|
(d)-(23)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and among PWM, Biomedical Future and certain other party, incorporated herein by reference
to Exhibit 24 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(24)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and between PWM and 2019B Cayman, incorporated herein by reference to Exhibit 23 to
Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(25)*
|
|
Assignment
and Amendment Agreement, dated as of October 26, 2020, by and among the Company, PWM and Biomedical Treasure in relation to PWM
IRA, incorporated herein by reference to Exhibit 20 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(26)*
|
|
Assignment
and Amendment Agreement, dated as of October 26, 2020, by and among the Company, PWM and Biomedical Future in relation to the
PWM IRA, incorporated herein by reference to Exhibit 21 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(27)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between Double Double and Biomedical Development, incorporated herein
by reference to Exhibit 2 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(28)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between Parfield and 2019B Cayman, incorporated herein by reference to
Exhibit 9 to Amendment No. 8 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC on
October 28, 2020.
|
|
(d)-(29)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and between Parfield and 2019B Cayman, incorporated herein by reference to Exhibit
10 to Amendment No. 8 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC on October
28, 2020.
|
|
|
|
|
|
(d)-(30)*
|
|
Amendment
No. 3 to Share Purchase Agreement, dated as of October 26, 2020, by and between PWM and Double Double, incorporated herein by
reference to Exhibit 3 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein
with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(31)*
|
|
Amendment
No. 3 to Share Purchase Agreement, dated as of October 26, 2020, by and between PWM and Point Forward, incorporated herein by
reference to Exhibit 3 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein
with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(32)*
|
|
Amendment
No. 2 to Share Purchase Agreement, dated as of October 26, 2020, by and among Parfield, Amplewood and Point Forward incorporated
herein by reference to Exhibit 4 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting
persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(33)*
|
|
Lachesis Letter Agreement, dated as of September 23, 2020,
by and between CCC Co-Investment GP and Lachesis.
|
|
|
|
|
|
(d)-(34)*
|
|
Merger Agreement, dated November 19, 2020, among the Company, Parent and Merger Sub,
incorporated herein by reference to Exhibit 1 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)-(35)*
|
|
Support Agreement, dated November 19, 2020, by and among Parent, the Rollover Securityholders,
TB MGMT, TB Executives and TB Innovation, incorporated herein by reference to Exhibit 2 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)-(36)*
|
|
A&R Consortium Agreement, dated November 19, 2020, by and among members of the Buyer
Consortium, incorporated herein by reference to Exhibit 3 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)-(37)*
|
|
PWM Merger Voting Undertaking, dated November 19, 2020, from PWM to Parent, incorporated
herein by reference to Exhibit 33 to Amendment No. 10 to Schedule 13D filed by PWM and other reporting persons therein with
the SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(38)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by CCP 2018, incorporated
herein by reference to Exhibit 4 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)-(39)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by CCCI 2018, incorporated
herein by reference to Exhibit 4 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)-(40)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by
CCM CB I, incorporated herein by reference to Exhibit 4 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)-(41)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by CCCP IV, incorporated
herein by reference to Exhibit 14 to Amendment No. 9 to Schedule 13D filed by CITIC Filing Persons and other reporting persons
therein with the SEC on November 20, 2020
|
|
|
|
|
|
(d)-(42)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by CCC Co-Investment,
incorporated herein by reference to Exhibit 15 to Amendment No. 9 to Schedule 13D filed by CITIC Filing Persons and other
reporting persons therein with the SEC on November 20, 2020
|
|
|
|
|
|
(d)-(43)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by Chan, incorporated
herein by reference to Exhibit 99.5 to Amendment No. 6 to Schedule 13D filed by Parfield Filing Persons and other reporting
persons therein with the SEC on November 20, 2020
|
|
|
|
|
|
(d)-(44)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by Hillhouse Capital
Investments Fund IV, L.P., incorporated herein by reference to Exhibit 14 to Amendment No. 5 to Schedule 13D filed by Hillhouse
Filing Persons and other reporting persons therein with the SEC on November 23, 2020
|
|
|
|
|
|
(d)-(45)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by V-Sciences, incorporated
herein by reference to Exhibit 5 to Amendment No. 3 to Schedule 13D filed by V-Sciences and other reporting persons therein
with the SEC on November 23, 2020
|
|
|
|
|
|
(d)-(46)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by Biomedical Treasure,
incorporated herein by reference to Exhibit 99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons
and other reporting persons therein with the SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(47)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by Biomedical Future,
incorporated herein by reference to Exhibit 99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons
and other reporting persons therein with the SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(48)*
|
|
Limited Guarantee, dated November 19, 2020, issued and delivered by Biomedical Development,
incorporated herein by reference to Exhibit 99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons
and other reporting persons therein with the SEC on November 20, 2020.
|
|
|
|
|
|
(e)
|
|
Not applicable
|
|
|
|
|
|
(f)
|
|
Not applicable
|
|
|
|
|
|
(g)
|
|
Not applicable
|
†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
of 1934, as amended
†† 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 of 1934, as amended
*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: November 25, 2020
|
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
|
|
|
|
|
|
|
PW Medtech Group Limited
|
|
|
|
|
|
|
|
|
By:
|
/s/ Yue’e Zhang
|
|
|
|
Name: Yue’e Zhang
|
|
|
|
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
|
|
|
|
|
|
|
Amplewood Resources Ltd.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Marc Chan
|
|
|
|
Name: Marc Chan
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
/s/ Marc Chan
|
|
|
|
Marc Chan
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
/s/ Joseph Chow
|
|
|
|
Joseph Chow
|
|
|
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
|
|
|
|
|
|
|
|
/s/ Joseph Chow
|
|
|
|
Joseph Chow
|
Exhibit Index
|
(a)
|
|
Not applicable
|
|
|
|
|
|
(b)-(1)*†
|
|
Margin
Loan Facility Agreement, dated as of February 14, 2020, by and between Beachhead and Ping An, incorporated herein by reference
to Exhibit 1 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on March 20, 2020.
|
|
|
|
|
|
(b)-(2)*††
|
|
Revolving
Facilities Agreement, dated January 16, 2020 by and between CCCP IV as borrower, CCP IV GP as general partner and Société
Générale, as original lender, incorporated herein by reference to Exhibit 5 to Amendment No. 6 to Schedule 13D filed
by the CITIC Filing Persons and other reporting persons therein with the SEC on April 8, 2020.
|
|
|
|
|
|
(b)-(3)††
|
|
On
Demand Credit Facilty Agreement dated July 28, 2020 between Parfield International Ltd. and JP Morgan Chase Bank N.A. Singapore
Branch.
|
|
|
|
|
|
(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.
|
|
|
|
|
|
(b)-(5)*
|
|
Equity
Commitment Letter, dated November 19, 2020, issued and delivered by CC China (2019B) L.P., incorporated herein by reference
to Exhibit 16 to Amendment No. 9 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the
SEC on November 20, 2020
|
|
|
|
|
|
(b)-(6)*
|
|
Equity
Commitment Letter, dated November 19, 2020, issued and delivered by Biomedical Treasure, incorporated herein by reference
to Exhibit 99.21 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein
with the SEC on November 20, 2020.
|
|
|
|
|
|
(b)-(7)*
|
|
Equity
Commitment Letter, dated November 19, 2020, issued and delivered by Biomedical Future, incorporated herein by reference to
Exhibit 99.21 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein
with the SEC on November 20, 2020.
|
|
|
|
|
|
(c)
|
|
Not applicable
|
|
|
|
|
|
(d)-(1)*
|
|
Proposal
from Beachhead, PWM, CCCP IV, Parfield, HH Sum and V-Sciences, dated September 18, 2019.
|
|
|
|
|
|
(d)-(2)*
|
|
Consortium
Agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CCCP IV, Parfield, HH Sum and V-Sciences.
|
|
|
|
|
|
(d)-(3)*
|
|
Amendment
No. 1 to Consortium Agreement, dated as of January 23, 2020, by and among Beachhead, Double Double, Point Forward, PWM, CCCP IV,
Parfield, HH Sum and V-Sciences.
|
|
|
|
|
|
(d)-(4)*
|
|
Share Purchase Agreement, dated as of September 18, 2019, by and between PWM and Beachhead.
|
|
|
|
|
|
(d)-(5)*
|
|
Share Purchase Agreement, dated as of September 18, 2019, by and among Parfield, Amplewood and Beachhead.
|
|
|
|
|
|
(d)-(6)*
|
|
Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and 2019B Cayman.
|
|
|
|
|
|
(d)-(7)*
|
|
Share Purchase Agreement, dated as of January 23, 2020, by and between Double Double and HH Sum.
|
|
|
|
|
|
(d)-(8)*
|
|
Share
Purchase Agreement, dated as of January 23, 2020, by and between Double Double and V-Sciences.
|
|
|
|
|
|
(d)-(9)*
|
|
Amendment
No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and between PWM and Beachhead, incorporated herein by reference
to Exhibit 2 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on March 20, 2020.
|
|
|
|
|
|
(d)-(10)*
|
|
Amendment
No. 1 to Share Purchase Agreement, dated as of March 17, 2020, by and among Parfield, Amplewood and Beachhead, incorporated herein
by reference to Exhibit 3 to Amendment No. 9 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons
therein with the SEC on March 20, 2020.
|
|
|
|
|
|
(d)-(11)*
|
|
Amendment
No. 2 to Share Purchase Agreement, dated as of May 5, 2020, by and between PWM and Beachhead, incorporated herein by reference
to Exhibit 1 to Amendment No. 12 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein with
the SEC on May 7, 2020.
|
|
|
|
|
|
(d)-(12)*
|
|
Deed
of Adherence, dated as of September 16, 2020, by Mr. Chow, incorporated herein by reference to Exhibit 2 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.
|
|
|
|
|
|
(d)-(13)*
|
|
Exclusivity
Extension Letter, dated as of September 16, 2020, by and among the Initial Consortium Members, 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.
|
|
|
|
|
|
(d)-(14)*
|
|
Deed
of Adherence, dated as of October 26, 2020, by Biomedical Treasure, Biomedical Future and Biomedical Development, incorporated
herein by reference to Exhibit 1 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting
persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(15)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and Biomedical Treasure, incorporated herein by reference
to Exhibit 17 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(16)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and Biomedical Future, incorporated herein by reference to
Exhibit 19 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(17)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between PWM and 2019B Cayman, incorporated herein by reference to Exhibit
18 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(18)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreement dated as of October 26, 2020, between PWM and Biomedical Treasure, incorporated herein by reference to
Exhibit 26 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(19)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreement dated as of October 26, 2020, between PWM and Biomedical Future, incorporated herein by reference to
Exhibit 28 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(20)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the transactions contemplated by the
Share Purchase Agreements, dated as of October 26, 2020, between PWM and 2019B Cayman, incorporated herein by reference to Exhibit
27 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(21)*
|
|
Voting
Undertaking, dated as of October 26, 2020, from Cross Mark Limited to PWM in relation to the Merger, incorporated herein by reference
to Exhibit 29 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(22)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and among PWM, Biomedical Treasure and certain other party, incorporated herein by
reference to Exhibit 22 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October
28, 2020.
|
|
|
|
|
|
(d)-(23)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and among PWM, Biomedical Future and certain other party, incorporated herein by reference
to Exhibit 24 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28,
2020.
|
|
|
|
|
|
(d)-(24)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and between PWM and 2019B Cayman, incorporated herein by reference to Exhibit 23 to
Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(25)*
|
|
Assignment
and Amendment Agreement, dated as of October 26, 2020, by and among the Company, PWM and Biomedical Treasure in relation to PWM
IRA, incorporated herein by reference to Exhibit 20 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(26)*
|
|
Assignment
and Amendment Agreement, dated as of October 26, 2020, by and among the Company, PWM and Biomedical Future in relation to the
PWM IRA, incorporated herein by reference to Exhibit 21 to Amendment No. 9 to Schedule 13D filed by PWM and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(27)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between Double Double and Biomedical Development, incorporated herein
by reference to Exhibit 2 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons
therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(28)*
|
|
Share
Purchase Agreement, dated as of October 26, 2020, by and between Parfield and 2019B Cayman, incorporated herein by reference
to Exhibit 9 to Amendment No. 8 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the
SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(29)*
|
|
Letter
Agreement, dated as of October 26, 2020, by and between Parfield and 2019B Cayman, incorporated herein by reference to
Exhibit 10 to Amendment No. 8 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC
on October 28, 2020.
|
|
|
|
|
|
(d)-(30)*
|
|
Amendment
No. 3 to Share Purchase Agreement, dated as of October 26, 2020, by and between PWM and Double Double, incorporated herein by
reference to Exhibit 3 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein
with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(31)*
|
|
Amendment
No. 3 to Share Purchase Agreement, dated as of October 26, 2020, by and between PWM and Point Forward, incorporated herein by
reference to Exhibit 3 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting persons therein
with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(32)*
|
|
Amendment
No. 2 to Share Purchase Agreement, dated as of October 26, 2020, by and among Parfield, Amplewood and Point Forward, incorporated
herein by reference to Exhibit 4 to Amendment No. 14 to Schedule 13D filed by the Centurium Filing Persons and other reporting
persons therein with the SEC on October 28, 2020.
|
|
|
|
|
|
(d)-(33)*
|
|
Lachesis
Letter Agreement, dated as of September 23, 2020, by and between CCC Co-Investment GP and Lachesis.
|
|
|
|
|
|
(d)-(34)*
|
|
Merger
Agreement, dated November 19, 2020, among the Company, Parent and Merger Sub, incorporated herein by reference to Exhibit
1 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)-(35)*
|
|
Support
Agreement, dated November 19, 2020, by and among Parent, the Rollover Securityholders, TB MGMT, TB Executives and TB Innovation,
incorporated herein by reference to Exhibit 2 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)-(36)*
|
|
A&R
Consortium Agreement, dated November 19, 2020, by and among members of the Buyer Consortium, incorporated herein by reference
to Exhibit 3 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)-(37)*
|
|
PWM
Merger Voting Undertaking, dated November 19, 2020, from PWM to Parent, incorporated herein by reference to Exhibit 33 to
Amendment No. 10 to Schedule 13D filed by PWM and other reporting persons therein with the SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(38)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by CCP 2018, incorporated herein by reference to Exhibit 4 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)-(39)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by CCCI 2018, incorporated herein by reference to Exhibit 4 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)-(40)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by CCM CB I, incorporated herein by reference to Exhibit 4 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)-(41)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by CCCP IV, incorporated herein by reference to Exhibit 14 to Amendment
No. 9 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC on November 20, 2020
|
|
|
|
|
|
(d)-(42)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by CCC Co-Investment, incorporated herein by reference to Exhibit
15 to Amendment No. 9 to Schedule 13D filed by CITIC Filing Persons and other reporting persons therein with the SEC on November
20, 2020
|
|
|
|
|
|
(d)-(43)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by Chan, incorporated herein by reference to Exhibit 99.5 to Amendment
No. 6 to Schedule 13D filed by Parfield Filing Persons and other reporting persons therein with the SEC on November 20, 2020
|
|
|
|
|
|
(d)-(44)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by Hillhouse Capital Investments Fund IV, L.P., incorporated herein
by reference to Exhibit 14 to Amendment No. 5 to Schedule 13D filed by Hillhouse Filing Persons and other reporting persons
therein with the SEC on November 23, 2020
|
|
|
|
|
|
(d)-(45)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by V-Sciences, incorporated herein by reference to Exhibit 5 to Amendment
No. 3 to Schedule 13D filed by V-Sciences and other reporting persons therein with the SEC on November 23, 2020
|
|
|
|
|
|
(d)-(46)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by Biomedical Treasure, incorporated herein by reference to Exhibit
99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein with the
SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(47)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by Biomedical Future, incorporated herein by reference to Exhibit
99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein with the
SEC on November 20, 2020.
|
|
|
|
|
|
(d)-(48)*
|
|
Limited
Guarantee, dated November 19, 2020, issued and delivered by Biomedical Development, incorporated herein by reference to Exhibit
99.20 to Amendment No. 2 to Schedule 13D filed by the Management Filing Persons and other reporting persons therein with the
SEC on November 20, 2020.
|
|
|
|
|
|
(e)
|
|
Note
applicable
|
|
|
|
|
|
(f)
|
|
Not
applicable
|
|
|
|
|
|
(g)
|
|
Not
applicable
|
†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 of
1934, as amended
††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 of 1934, as amended
*Previously filed
Annex A
Directors and Executive Officers of Each
Filing Person
1. The Directors
and Executive Officers of the Centurium Filing Persons
Each of Beachhead, Double Double and Point
Forward is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Each of CCP 2018, CCCI
2018 and CCM CB I is a limited partnership incorporated under the laws of the Cayman Islands. CCP 2018 holds 100% of the equity
interest in Beachhead and Double Double, CCCI 2018 holds 74% of the equity interest in Point Forward and CCM CB I holds 26% of
the equity interest in Point Forward. Centurium GP, an exempted company incorporated with limited liability under the laws of the
Cayman Islands, is acting as the sole general partner of CCP 2018. Centurium SLP-B, an exempted company incorporated with limited
liability under the laws of the Cayman Islands, is acting as the sole general partner of CCCI 2018. CCM CB I GP, an exempted company
incorporated with limited liability under the laws of the Cayman Islands, is acting as the sole general partner of CCM CB I. Centurium
GP Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands, is the sole shareholder
of Centurium GP, Centurium SLP-B and CCM CB I GP. Centurium TopCo, an exempted company incorporated under the laws of the British
Virgin Islands, is the sole shareholder of Centurium GP Holdco. Mr. Li, a Hong Kong citizen, is the sole shareholder of Centurium
TopCo.
The address of the principal business and
telephone number of each of Beachhead, Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B,
CCM CB I GP, Centurium GP Holdco and Centurium TopCo is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755.
The registered office of each of Beachhead, Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium
SLP-B, CCM CB I GP and Centurium GP Holdco is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The registered
office of Centurium TopCo is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
The principal business each of Beachhead,
Double Double and Point Forward is investment holding. The principal business of each of CCP 2018, CCCI 2018, CCM CB I, Centurium
GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo is investment activities.
Neither CCP 2018, CCCI 2018 nor CCM CB
I has executive officers or directors.
Mr. Li, is a director of each of Beachhead,
Double Double, Point Forward, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and Centurium TopCo. Mr. Li is a
Hong Kong citizen and his business address and telephone number is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852
3643 0755. Mr. Li is the Founder and Chief Executive Officer of Centurium Capital since 2016. He was an Executive Director and
a Managing Director at Warburg Pincus from 2002 to 2016.
Mr. Andrew Chan (“Mr. Chan”)
is a director of each of Beachhead, Double Double, Point Forward, Centurium GP, Centurium SLP-B and CCM CB I GP. Mr. Chan is the
Chief Finance Officer of the management company of CCP 2018, CCCI 2018 and CCM CB I. Mr. Chan is a Hong Kong citizen and his business
address and telephone number is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755. Before joining Centurium
Capital in 2018, he was employed by Warburg Pincus from 2006 to 2018, and his last position was Senior Vice President and Controller
of Asia Pacific.
Mr. Jun Liu (“Mr. Liu”)
is a director of Point Forward, CCM CB I GP and Centurium GP. Mr. Liu is the General Counsel of the management company of CCP 2018,
CCCI 2018 and CCM CB I. Mr. Liu is a Hong Kong citizen and his business address and telephone number is Suite 1008, Two Pacific
Place, 88 Queensway, Hong Kong and +852 3643 0755. He was Assistant General Counsel of Warburg Pincus from 2008 to 2018.
During the past five years, none of Beachhead,
Double Double, Point Forward, CCP 2018, CCCI 2018, CCM CB I, Centurium GP, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco and
Centurium TopCo or any of the persons listed above has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
2. The
Directors and Executive Officers of PWM
PWM is an exempted company incorporated
with limited liability under the laws of the Cayman Islands. PWM is a public company listed on The Stock Exchange of Hong Kong
Limited (1358.HK). The registered office of PWM is located at the Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay
Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands. The principal business address and telephone number of PWM is Level
54, Hopewell Centre, 183 Queen’s Road East, Hong Kong and +86 (10) 8478 3617. The principal business of PWM is investment
holding.
The following table sets forth information
about the directors and executive officers of PWM as of the date of this Schedule 13E-3.
|
Name
|
|
Business Address
|
|
Principal Occupation
|
|
Citizenship
|
|
Ms. ZHANG Yue’e
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Chairman and executive director of PWM (from February 2015 to present), chief executive officer of PWM (from March 2019 to present) and director of the Company (from January 2018 to present)
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Mr. JIANG Liwei
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Non-executive director of PWM (from March 2019 to present) and chief executive officer and executive director of PWM (from June 2013 to March 2019)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. LIN Junshan
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Non-executive director of PWM (from June 2013 to present) and chairman of PWM (from June 2013 to February 2015)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. ZHANG Xingdong
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Independent non-executive director of PWM (from October 2013 to present), professor at Sichuan University (from 1986 to present) and an Academician of the Chinese Academy of Engineering (from 2007 to present)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. WANG Xiaogang
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Independent non-executive director of PWM (from October 2013 to present), chief executive director of Beijing HuiTong Education Technology Co., Ltd. (from December 2014 to present), and the managing director of China Aerospace Industry Investment Fund Management (Beijing) Co., Ltd. (from February 2011 to August 2014)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. CHEN Geng
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Independent non-executive director of PWM (from October 2013 to present), vice president of Peking University Resources (Holdings) Company Limited (from May 2013 to September 2019) and general manager of Peking University Science Park (from September 2008 to present)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. HUA Wei
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Vice president of PWM (from March 2013 to present)
|
|
PRC
|
|
|
|
|
|
|
|
|
|
Mr. CHEN Yikun
|
|
Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, People’s Republic of China
|
|
Vice president of PWM (from January 2014 to present)
|
|
PRC
|
Cross Mark Limited (“Cross Mark”)
is a business company incorporated with limited liability under the laws of the British Virgins Islands with its registered office
at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands
VG1110 and its telephone number is +852 3173 1019. The principal business of Cross Mark is investment holding. As of the date of
this Schedule 13E-3, (i) PWM is owned as to approximately 36.65% by Cross Mark, which is its single largest shareholder and deemed
as its controlling shareholder under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,
and (ii) Cross Mark is wholly-owned by Ms. Liu Yufeng (“Ms. Liu”).
The following table sets forth information
regarding the directors of Cross Mark as of the date of this Schedule 13E-3. As of the date of this Schedule 13E-3, Cross Mark
does not have any executive officer.
|
Name
|
|
Business Address
|
|
Principal Occupation
|
|
Citizenship
|
|
Ms. LIU Yufeng
|
|
15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Hong Kong
|
|
Director of Cross Mark (from January 2009 to present)
|
|
New Zealand
|
|
|
|
|
|
|
|
|
|
Ms. Pu Jue
|
|
15/F, BOC Group Life Assurance Tower, No. 136 Des Voeux Road Central, Hong Kong
|
|
Director of Cross Mark (from September 2014 to present)
|
|
Saint Kitts and Nevis
|
During the past five years, none of PWM,
Cross Mark, Ms. Liu or any of the directors and executive officers of PWM and Cross Mark has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation
of federal or state securities laws.
3. The
Directors and Executive Officers of the CITIC Filing Persons
2019B Cayman is an exempted
company incorporated with limited liability under the laws of the Cayman Islands. Each of CCCP IV and CCC Co-Investment is a limited
partnership formed under the laws of the Cayman Islands. CCCP IV holds 92.9% of the equity interest in 2019B Cayman and CCC Co-Investment
holds 7.1% of the equity interest in 2019B Cayman. The address of the principal business of each of CCCP IV, CCC Co-Investment
and 2019B Cayman is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong, and their business telephone number is + 852-3710-6889.
The principal business of 2019B Cayman is investment holdings. The principal business of each of CCCP IV and CCC Co-Investment
is investment management for the benefit of its limited partners.
The general partner of
CCCP IV is CCP IV GP, a company organized under the laws of the Cayman Islands. The address of the principal business of CCP IV
GP is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong. The principal business of CCP IV GP is to serve as the sole general
partner of CCCP IV. The general partner of CCC Co-Investment is CCC Co-Investment GP, a company organized under the laws of the
Cayman Islands. The address of the principal business of CCC Co-Investment GP is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central,
Hong Kong. The principal business of CCC Co-Investment GP is to serve as the sole general partner of CCC Co-Investment. Each of
CCP IV GP and CCC Co-Investment GP is a wholly owned indirect subsidiary of CCPL. CCPL is a company organized under the laws of
the Cayman Islands. The address of the principal business of CCPL is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong.
The principal business of CCPL is investment holdings. CCHL owns 51% of the issued and outstanding ordinary shares of CCPL. CCHL
is a company organized under the laws of Hong Kong. The address of the principal business of CCHL is 28/F, CITIC Tower, 1 Tim
Mei Avenue, Central, Hong Kong. CCHL is an investment management and advisory company.
The following table sets forth information
about the directors and executive officers of CCHL and CCPL and the directors of CCP IV GP, CCC Co-Investment GP and 2019B Cayman
as of the date of this Schedule 13E-3. As of the date of this Schedule 13E-3, CCP IV GP, CCC Co-Investment GP and 2019B Cayman
do not have any executive officers and CCCP IV and CCC Co-Investment do not have any directors and executive officers.
|
Name
|
|
Business Address
|
|
Principal Occupation
|
|
Citizenship
|
|
Zhang, Yichen
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Chairman (from January 2013 to present), chief executive officer (from August 2013 to
present) and director (from May 2002 to present) of CITIC Capital Holdings Limited; and director of CITIC Capital Partners
Limited (from January 2003 to present)
|
|
Hong Kong
|
|
|
|
|
|
|
|
|
|
Matsukawa, Rikizo
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Managing director of CITIC Capital Holdings Limited (from April 2008 to present); director
of CCP IV GP Ltd. (from March 2018 to present); director of CC (2019B) GP Ltd. (from September 2019 to present); and director
of 2019B Cayman Limited (from February 2019 to present)
|
|
Japan
|
|
|
|
|
|
|
|
|
|
Chew, Boon Lian
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Senior managing director of CITIC Capital Holdings Limited (from July 2003 to present);
managing partner of CITIC Capital Partners Limited (from April 2017 to present); and director of CCP IV GP Ltd. (from March
2018 to October 2018)
|
|
Singapore
|
|
|
|
|
|
|
|
|
|
Fung Yee Man, Annie
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Chief operating officer and senior managing director of CITIC Capital Holdings Limited
(from October 2012 to present)
|
|
Britain
|
|
|
|
|
|
|
|
|
|
Chan, Kai Kong
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Chief financial officer and senior managing director of CITIC Capital Holdings Limited
(from January 2005 to present); director of CITIC Capital Partners Limited (from July 2005 to present); director of CCP IV
GP Ltd. (from October 2018 to present); director of CC (2019B) GP Ltd. (from September 2019 to present); and director of 2019B
Cayman Limited (from February 2019 to present)
|
|
Singapore
|
|
|
|
|
|
|
|
|
|
Zhang, Haitao
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Director of CITIC Capital Holdings Limited (from August 2004 to present); and vice chairman,
president and head of asset management of CITIC Capital Holdings Limited (from April 2017 to present)
|
|
China
|
|
|
|
|
|
|
|
|
|
Al-Kuwari, Abdulla Ali MA
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei
Avenue, Central, Hong Kong
Qatar Investment Authority
5th Floor, Q-Tel Tower, Diplomatic
St, PO Box 23224, Doha, Qatar
|
|
Director of CITIC Capital Holdings Limited (from July 2018 to present);
and principal of Qatar Investment Authority (from October 2010 to present)
|
|
Qatar
|
|
|
|
|
|
|
|
|
|
Chen, I-hsuan
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei
Avenue, Central, Hong Kong
Fubon Life Insurance Co., Ltd.
9F, No. 108, Section 1, Dunhua
South Road, Taipei, 10557, Taiwan, R.O.C.
|
|
Director of CITIC Capital Holdings Limited (from June 2015 to present); and senior assistant
vice present of Fubon Life Insurance Co., Ltd. (from November 2014 to present)
|
|
Taiwan
|
|
Mitchell, James Gordon
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
Tencent Holdings Ltd.
29F, Three Pacific Place, Wanchai,
Hong Kong
|
|
Director of CITIC Capital Holdings Limited (from November 2014 to
present); and chief strategy officer and senior executive vice president of Tencent Holdings Ltd. (from August 2011 to present)
|
|
Britain
|
|
|
|
|
|
|
|
|
|
Lin, Yun-Ku
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei
Avenue, Central, Hong Kong
Fubon Life Insurance Co., Ltd.
9F, No. 108, Section 1, Dunhua
South Road, Taipei, 10557, Taiwan, R.O.C.
|
|
Director of CITIC Capital Holdings Limited (from March 2016 to present); senior vice
president of Fubon Life Insurance Co., Ltd. (from September 2019 to present); and president of Fubon Financial Holdings Venture
Capital Corp. (from July 2015 to August 2019)
|
|
Taiwan
|
|
|
|
|
|
|
|
|
|
Al-Sowaidi, Mohammed Saif SS
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
Qatar Investment Authority
9 West 57th Street, 34th Floor,
New York, NY 10019, USA
|
|
Director of CITIC Capital Holdings Limited (from July 2012 to present); and head (New
York) of Qatar Investment Authority (from March 2010 to present)
|
|
Qatar
|
|
|
|
|
|
|
|
|
|
Cheung, Miu
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Senior managing director and managing partner of structured investment and finance of
CITIC Capital Holdings Limited (from May 2000 to present)
|
|
Australia
|
|
|
|
|
|
|
|
|
|
Ching, Hiu Yuen
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Senior managing director and managing partner of real estate of CITIC Capital Holdings
Limited (from May 2000 to present)
|
|
Hong Kong
|
|
|
|
|
|
|
|
|
|
Allegaert, Hans Omer
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Executive director of CITIC Capital Partners Ltd
(from March 2014 to present); director of CCP IV GP Ltd. (from October 2018 to present); director of CC (2019B) GP Ltd.
(from
September 2019 to present); and director of 2019B
Cayman Limited (from February 2019 to present)
|
|
Belgium
|
|
|
|
|
|
|
|
|
|
Xu, Zhichao
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
China Trust Protection Fund
Co., Ltd.
20-23/F, Building 5, No. 1 Courtyard,
Yuetan South Street, Xicheng District, Beijing
|
|
Vice chairman, head of special situations and president of CITIC Capital (Ningbo) Investment
Management of CITIC Capital Holdings Limited (from June 2017 to present); and chairman of China Trust Protection Fund Co.,
Ltd. (from January 2015 to June 2017)
|
|
China
|
|
|
|
|
|
|
|
|
|
Xin, Yuesheng
|
|
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
|
|
Senior managing director of CITIC Capital Holdings Limited (from August 2002 to present);
and management partner of CITIC Capital Partners Limited (from November 2004 to present)
|
|
China
|
|
|
|
|
|
|
|
|
|
Zhan, Weibiao
|
|
CITIC Capital Holdings Limited
28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong
Tencent Investment
11/F, Tencent Building, Kejizhongyi
Avenue, Hi-tech Park, Nanshan District, Shenzhen, People’s Republic of China
|
|
Director of CITIC Capital Holdings Limited (from November 2019 to present); and managing
director of Tencent Investment (from May 2003 to present)
|
|
China
|
During the past five years, none of
CCCP IV, CCC Co-Investment, 2019B Cayman, CCP IV GP, CCC Co-Investment GP, CCPL and CCHL and, to the best of the knowledge of
the CITIC Filing Persons, any of the persons listed in this “3. The Directors and Executive Officers of the CITIC Filing
Persons” above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
4. The
Directors and Executive Officers of the Parfield Filing Persons
Each of Parfield and Amplewood is a British
Virgin Islands company. Chan is the sole shareholder and sole director of each of Parfield and Amplewood. Chan is a Canadian citizen
residing in Hong Kong. The principal business address and telephone number of Parfield, Amplewood and Chan is Unit No. 21E, 21st
Floor, United Centre, 95 Queensway, Admiralty, Hong Kong and +852 2122 8902. The principal occupation of Chan is as a director
of Huacomm Telecommunication Engineering (HK) Ltd. and he has been in such occupation since 1996.
During the past five years, none of Parfield,
Amplewood and Chan has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
5. The
Directors and Executive Officers of the Hillhouse Filing Persons
HH China Bio Holdings is a Cayman Islands
limited liability company that is owned by Gaoling Fund, L.P., an exempted limited partnership formed under the laws of the Cayman
Islands (“Gaoling”), and YHG Investment, L.P., an exempted limited partnership formed under the laws of the
Cayman Islands (“YHG”). HCA, an exempted company with limited liability incorporated under the laws of the Cayman
Islands, acts as the sole management company of Gaoling and the sole general partner of YHG. HH China Bio Holdings was formed for
the purpose of holding investments. The principal business of Gaoling and YHG is investment activities and the principal business
of HCA is investment management. The registered office and telephone number for HH China Bio Holdings is c/o Citco Trustees (Cayman)
Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988. The registered office and telephone number
for each of Gaoling and YHG is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman,
Cayman Islands KY1 9008, +852 2179 1988. The business address and telephone number for HCA is Suite 2202, 22nd Floor, Two International
Finance Centre, 8 Finance Street, Central, Hong Kong, +852 2179 1988.
Mr. Jun Shen (“Mr. Shen”)
and Mr. Colm O’Connell (“Mr. O’Connell”) are the directors of HCA. Mr. Shen and Mr. O’Connell
are directors and employees of HCA and have held these positions for the past five years. Richard Adam Hornung (“Mr. Hornung”)
serves as General Counsel and Chief Compliance Officer of HCA and has held these positions for the past five years. The business
address for Mr. Shen and Mr. Hornung is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong
Kong. Mr. O’Connell’s business address is 50 Raffles Place, #34-02A, Singapore Land Tower, Singapore, 048623.
Gaoling and YHG are the managing members
of HH China Bio Holdings. As of the date of this Schedule 13E-3, HH China Bio Holdings does not have any executive officers.
HH Sum is an exempted company with limited
liability incorporated under the laws of the Cayman Islands that is wholly-owned by Hillhouse Fund IV, L.P., an exempted limited
partnership formed under the laws of the Cayman Islands (“HH Fund IV”). HCM, an exempted company with limited
liability incorporated under the laws of the Cayman Islands, acts as the sole management company of HH Fund IV. HH Sum was formed
for the purpose of holding investments. The principal business of HH Fund IV is investment activities and the principal business
of HCM is investment management. The registered office and telephone number for HH Sum is c/o Citco Trustees (Cayman) Limited,
89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988. The registered office and telephone number for
HH Fund IV is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands
KY1 9008, +852 2179 1988. The business address and telephone number for HCM is Suite 2202, 22nd Floor, Two International Finance
Centre, 8 Finance Street, Central, Hong Kong, +852 2179 1988.
Mr. Shen and Mr. O’Connell are the
directors of HCM. Mr. Hornung serves as General Counsel and Chief Compliance Officer of HCM.
Mr. O’Connell is the sole director
of HH Sum.
During the last five years, none of HCA,
HCM, Gaoling, YHG, HH Fund IV, HH China Bio Holdings, HH Sum or any of the persons listed above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining
the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
6. The
Directors and Executive Officers of the Management Filing Persons
Each of Biomedical Treasure, Biomedical
Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation is an exempted company with limited liability incorporated
under the laws of the Cayman Islands. Mr. Chow is a citizen of United States. Mr. Chow ultimately controls each of Biomedical
Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation.
The address of the principal business
and telephone number of each of the Management Filing Persons is 18th Floor, Jialong International Building, 19 Chaoyang Park
Road, Chaoyang District, Beijing 100125, People’s Republic of China and +86 10 6598 3000.
The principal business of each of Biomedical
Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation is investment holding. Mr. Chow
is the chairman and chief executive officer of the Company.
Mr. Chow is the sole director of each
of Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation. Mr. Chow has held
these positions since the incorporation of each of Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB
Executives and TB Innovation in 2020. The business address for Mr. Chow is 18th Floor, Jialong International Building, 19 Chaoyang
Park Road, Chaoyang District, Beijing 100125, People’s Republic of China.
During the past five years, none of
Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives, TB Innovation, Mr. Chow or any of the
persons listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
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