Filing Details

Accession Number:
0001104659-20-055013
Form Type:
13D Filing
Publication Date:
2020-05-01 08:55:33
Filed By:
Centurium Capital Partners 2018, L.p.
Company:
China Biologic Products Inc. (NASDAQ:CBPO)
Filing Date:
2020-05-01
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Beachhead Holdings Limited 0 7,908,726 0 7,908,726 7,908,726 20.6%
Double Double Holdings Limited 0 160,000 0 160,000 160,000 0.4%
Point Forward Holdings Limited 0 1,601,265 0 1,601,265 1,601,265 4.2%
Centurium Capital Partners 0 8,068,726 0 8,068,726 8,068,726 21.0%
Centurium Capital Partners 0 8,068,726 0 8,068,726 8,068,726 21.0%
Centurium Capital 0 1,184,680 0 1,184,680 1,184,680 3.1%
CCM CB I 0 416,585 0 416,585 416,585 1.1%
Centurium Capital 0 1,184,680 0 1,184,680 1,184,680 3.1%
CCM CB I Limited 0 416,585 0 416,585 416,585 1.1%
Centurium Holdings Ltd 0 9,669,991 0 9,669,991 9,669,991 25.1%
Centurium Holdings (BVI) Ltd 0 9,669,991 0 9,669,991 9,669,991 25.1%
Hui Li 28,269 9,669,991 28,269 9,669,991 9,698,260 25.2%
Filing

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 11)*

 

China Biologic Products Holdings, Inc.
(Name of Issuer)

 

Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)

 

G21515104
(CUSIP Number)

 

Andrew Chan
Chief Financial Officer
Centurium Capital Management Ltd.
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
+852 3643 0755

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

 

April 29, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Beachhead Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

7,908,726 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

7,908,726 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,908,726 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

20.6%(1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 2 

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Double Double Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

160,000 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

160,000 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

160,000 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

0.4%(2)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 3 

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Point Forward Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

1,601,265 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

1,601,265 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,601,265 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

4.2%(1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 4 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

Centurium Capital Partners 2018, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

8,068,726 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

8,068,726 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,068,726 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 
¨

13.

Percent of Class Represented by Amount in Row (11)

 
21.0%(2)

14.

Type of Reporting Person (See Instructions)

 

PN

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 5 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

Centurium Capital Partners 2018 GP Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

8,068,726 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

8,068,726 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,068,726 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

21.0%(2)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 6 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

Centurium Capital 2018 Co-invest, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

1,184,680 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

1,184,680 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,184,680 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

3.1% (1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 7 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

CCM CB I, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

416,585 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

416,585 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

416,585 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

1.1% (1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 8 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

Centurium Capital 2018 SLP-B Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

1,184,680 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

1,184,680 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,184,680 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

3.1%(1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 9 

 


CUSIP No. G21515104
 
1.

Names of Reporting Persons.

 

CCM CB I Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

416,585 Ordinary Shares (See Item 5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

416,585 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

416,585 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

1.1% (1)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 10 

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Centurium Holdings Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Cayman Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

9,669,991 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

9,669,991 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,669,991 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

25.1%(2)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 11 

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Centurium Holdings (BVI) Ltd.

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

British Virgin Islands

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

0

8.

Shared Voting Power

 

9,669,991 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

9,669,991 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,669,991 Ordinary Shares (See Item 5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

25.1%(2)

14.

Type of Reporting Person (See Instructions)

 

CO

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 12 

 

CUSIP No. G21515104  
1.

Names of Reporting Persons.

 

Hui Li

2.

Check the Appropriate Box if a Member of a Group (See Instructions).

 

(a) x (b) ¨

3. SEC Use Only
4.

Source of Funds (See Instructions)

 

N/A

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Hong Kong

Number of Shares
Beneficially Owned by
Each Reporting Person
With
7.

Sole Voting Power

 

28,269 Ordinary Shares (See Item 5)

8.

Shared Voting Power

 

9,669,991 Ordinary Shares (See Item 5)(1)

9.

Sole Dispositive Power

 

28,269 Ordinary Shares (See Item 5)

10.

Shared Dispositive Power

 

9,669,991 Ordinary Shares (See Item 5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,698,260 Ordinary Shares (See Item 5) (2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

25.2%(3)

14.

Type of Reporting Person (See Instructions)

 

IN

 

 
  (1) Excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
  (2) Represents (i) 28,269 Ordinary Shares directly held by Mr. David Hui Li and (ii) 9,669,991 Ordinary Shares deemed to be beneficially owned by Mr. Li, through Beachhead, Double Double and Point Forward.
  (3) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.

 

 13 

 

Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 11”) amends and supplements the Schedule 13D filed on September 14, 2018, as amended by Amendment No. 1 filed on November 19, 2018, by Amendment No. 2 filed on December 18, 2018, by Amendment No. 3 filed on January 8, 2019, by Amendment No. 4 filed on February 4, 2019, by Amendment No. 5 filed on March 12, 2019, by Amendment No. 6 filed on September 19, 2019, by Amendment No. 7 filed on November 18, 2019, by Amendment No. 8 filed on January 24, 2020, by Amendment No. 9 filed on March 20, 2020 and by Amendment No. 10 filed on April 10, 2020 (the “Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., a company organized under the laws of the Cayman Islands (the “Issuer”).

 

Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used and not defined herein have the meanings given to such terms in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

On April 29, 2020, Double Double completed the sales of 266,533 Ordinary Shares and 250,000 Ordinary Shares to CITIC SPV and Temasek, respectively, pursuant to the terms and conditions of the applicable Centurium SPA. An additional sale of 210,876 Ordinary Shares by Double Double to Hillhouse is expected to close soon, pursuant to the terms and conditions of the applicable Centurium SPA.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(a)–(b) The following information with respect to the ownership of Ordinary Shares by the Reporting Persons filing this statement on Schedule 13D is provided as of the date of this filing:

 

Reporting Persons  Ordinary
Shares Held
Directly
  Shared Voting
Power
   Shared
Dispositive
Power
   Beneficial
Ownership
  

Percentage (3)

 
Beachhead  7,908,726   7,908,726    7,908,726    7,908,726    20.6%
Double Double(1)  160,000   160,000    160,000    160,000    0.4%
Point Forward  1,601,265   1,601,265    1,601,265    1,601,265    4.2%
CCP 2018 (1) (2)  0   8,068,726    8,068,726    8,068,726    21.0%
Centurium GP (1) (2)  0   8,068,726    8,068,726    8,068,726    21.0%
CCCI 2018(2)  0   1,184,680    1,184,680    1,184,680    3.1%
Centurium SLP-B(2)  0   1,184,680    1,184,680    1,184,680    3.1%
CCM CB I(2)  0   416,585    416,585    416,585    1.1%
CCM CB I GP(2)  0   416,585    416,585    416,585    1.1%
Centurium GP Holdco (1) (2)  0   9,669,991    9,669,991    9,669,991    25.1%
Centurium TopCo (1) (2)  0   9,669,991    9,669,991    9,669,991    25.1%
Mr. Hui Li (1) (2) (4)  28,269   9,669,991    9,669,991    9,698,260    25.2%

 

 
(1) The number of Ordinary Shares beneficially owned by such Reporting Person excludes 210,876 Ordinary Shares that Double Double has agreed to sell to Hillhouse pursuant to the Centurium SPA, which is subject to customary closing conditions.
(2) Each of Beachhead and Double Double is 100% owned by CCP 2018. Point Forward is 74% owned by CCCI 2018 and 26% owned by CCM CB I. Centurium GP is the general partner to CCP 2018, Centurium SLP-B is the general partner to CCCI 2018 and CCM CB I GP is the general partner of CCM CB I. Centurium GP Holdco and Centurium TopCo are the direct and indirect sole shareholders of Centurium GP, Centurium SLP-B and CCM CB I GP, respectively, and Mr. Li is the sole shareholder of Centurium TopCo.  As such, each of CCP 2018, Centurium GP, Centurium GP Holdco, Centurium TopCo and Mr. Li may exercise voting and dispositive power over the Ordinary Shares held by Beachhead and Double Double, and each of CCCI 2018, CCM CB I, Centurium SLP-B, CCM CB I GP, Centurium GP Holdco, Centurium TopCo and Mr. Li may exercise voting and dispositive power over the Ordinary Shares held by Point Forward.

 

 14 
(3) Percentage calculated based on 38,480,580 Ordinary Shares issued and outstanding as of March 9, 2020 as reported by the Issuer’s Form 20-F filed on March 12, 2020.
(4) Represents (i) 28,269 Ordinary Shares directly held by Mr. David Hui Li, and (ii) 9,669,991 Ordinary Shares deemed to be beneficially owned by Mr. Li, through Beachhead, Double Double and Point Forward.

 

Because of the arrangements in the Consortium Agreement, the parties to that agreement are deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act, and such “group” is deemed to beneficially own an aggregate of 26,374,631 Ordinary Shares, which represents approximately 68.5% of the total number of Ordinary Shares issued and outstanding as of March 9, 2020 as reported in the Issuer’s Form 20-F filed on March 12, 2020. Neither the filing of this Amendment No. 11 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the 16,704,640 Ordinary Shares beneficially owned in the aggregate by PWM, Parfield, CITIC Capital, Hillhouse, and Temasek and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Ordinary Shares during the past 60 days.

 

(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 11.

 

(e) Not applicable.

 

 16 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date: May 1, 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., GENERAL PARTNER
     
     
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CENTURIUM CAPITAL PARTNERS 2018, GP LTD.
   
   
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

   

 

  CENTURIUM CAPITAL 2018 CO-INVEST, L.P.
   
   
  By: CENTURIUM CAPITAL 2018 SLP-B LTD., GENERAL PARTNER
     
     
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CENTURIUM CAPITAL 2018 SLP-B LTD.
   
   
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CCM CB I, L.P.
   
   
  By: CCM CB I Limited, GENERAL PARTNER
     
     
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CCM CB I Limited
   
   
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CENTURIUM HOLDINGS LTD.
   
   
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  CENTURIUM HOLDINGS (BVI) LTD.
   
   
  By: /s/ Hui Li
    Name: HUI LI
    Title: Director

 

  HUI LI
   
   
  By: /s/ Hui Li