UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

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)

September 16, 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

Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 13”) 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, by Amendment No. 10 filed on April 10, 2020, by Amendment No. 11 filed on May 1, 2020, and by Amendment No. 12 filed on May 7, 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. 13 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 September 16, 2020, Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Company, executed a deed of adherence to the Consortium Agreement (“Chairman Adherence Deed”), pursuant to which Mr. Chow joined the Buyer Consortium as an Initial Consortium Member.

On September 16, 2020, the Initial Consortium Members (which, for the avoidance of doubt, includes Mr. Chow) entered into an exclusivity extension letter (the “Exclusivity Extension Letter”), pursuant to which such Initial Consortium Members agreed to extend the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement to December 17, 2020.

In connection with the entry into the Chairman Adherence Deed and the Exclusivity Extension Letter, the Board has granted to the Initial Consortium Members and other applicable parties a waiver from complying with certain restrictions as agreed under (i) that certain investor rights agreement entered into by and between PWM and the Issuer, and (ii) that certain confidentiality agreements, dated as of October 20, 2019, entered into by each of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse and Temasek, respectively, and the Issuer. The Board has also determined, among other things, that such Initial Consortium Members and their respective affiliates will not be deemed to be an “Acquiring Person” under the Issuer’s currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be otherwise triggered for the entry into, or the performance of any obligations under, the Consortium Agreement, the Chairman Adherence Deed and the Exclusivity Extension Letter.

References to the Chairman Adherence Deed and the Exclusivity Extension Letter in this Amendment No. 13 are qualified in their entirety by reference to the Chairman Adherence Deed and the Exclusivity Extension Letter, copies of which are attached hereto as Exhibits 1 and 2 incorporated herein by reference in their entirety.

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:

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 26,486,140 Ordinary Shares, which represents approximately 68.6% of the total number of Ordinary Shares issued and outstanding as of June 30, 2020 as reported in the Issuer’s Form 6-K filed on August 17, 2020. Neither the filing of this Amendment No. 13 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 15,816,149 Ordinary Shares beneficially owned in the aggregate by PWM, Parfield, CITIC Capital, Hillhouse, Temasek, Mr. Chow 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. 13.

(e) Not applicable.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the principal terms of the Exclusivity Extension Letter and the Chairman Adherence Deed under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1 Exclusivity Extension Letter, dated as of September 16, 2020, by and among the Initial Consortium Members.

Exhibit 2 Chairman Adherence Deed, dated as of September 16, 2020, by Mr. Chow.

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.

Exhibit 1

STRICTLY CONFIDENTIAL

Execution Version

To: Parties listed on the signature pages hereto

September 16, 2020

Re: Exclusivity Period

References are made in this letter (this “Letter”) to (i) the preliminary non-binding proposal, dated as of September 18, 2019, to acquire for cash all of the ordinary shares of China Biologic Products Holdings, Inc. (the “Company”) not currently owned by a consortium (the “Buyer Consortium”) consisting of, among others, Beachhead Holdings Limited (“Beachhead”), PW Medtech Group Limited (“PWM”), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd. (“CITIC Capital”), Parfield International Ltd. (“Parfield”), HH Sum-XXII Holdings Limited (“HH Sum”) and V-Sciences Investments Pte Ltd (“V-Sciences”) (the transactions contemplated by such proposal, the “Proposed Transaction”); (ii) that certain consortium agreement, dated as of September 18, 2019, by and among Beachhead, PWM, CITIC Capital, Parfield, HH Sum and V-Sciences (as amended by amendment no. 1 thereto dated as of January 23, 2020 and as further amended, restated or modified from time to time, the “Consortium Agreement”); and (iii) that certain deed of adherence to the Consortium Agreement, dated on or about the date hereof, by Mr. Joseph Chow (“Mr. Chow”), chairman and chief executive officer of the Company, pursuant to which Mr. Chow will join the Buyer Consortium. Capitalized terms used but not defined in this Letter have the meanings given to them in the Consortium Agreement.

In consideration of the on-going discussions among, and efforts by, the members of the Buyer Consortium in connection with the Proposed Transaction, each party to this Letter hereby agrees that:

The provisions of Article VII (Announcements and Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) of the Consortium Agreement shall apply mutatis mutandis to this Letter.

[Signature Page to Follow]

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

Joseph Chow

Notice details:

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

PW Medtech Group Limited (普华和顺集团公司)

Name: Yue’e Zhang

Title: Director

Notice details:

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

With a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

CITIC Capital China Partners IV, L.P.,

represented by its general partner CCP IV GP Ltd.

Name: Rikizo Matsukawa

Title: Director

Notice details:

c/o CITIC Capital Partners Management Limited

28/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Attention: Vicki Hui/Karen Chiu

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Attention: Frank Sun

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

Parfield International Ltd.

Name: Marc Chan

Title: Director

Notice details:

Unit No. 21E, 21st Floor, United Centre

95 Queensway, Admiralty Hong Kong

Attention: Marc Chan

Facsimile: (852)2571-8400

with a copy to (which shall not constitute notice):

K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104-1158

United States of America

Attention: Christopher H. Cunningham

Facsimile: (206)370-6040

and

K&L Gates

44/F., Edinburgh Tower

The Landmark

15 Queen’s Road Central, Hong Kong

Attention: Michael Chan

Facsimile: (852)25119515

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

HH SUM-XXII Holdings Limited

Name: Colm O’Connell

Title: Authorized Signatory

Notice details:

Attention: Wei CAO

Address: Suite 2202, 22^nd Floor, Two International Finance Centre

8 Finance Street, Central, Hong Kong

Email: wcao@hillhousecap.com

With a copy to Adam Hornung

Email: Legal@hillhousecap.com

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges

29/F, Alexandra House

18 Chater Road, Central, Hong Kong

Attention: Tim Gardner; Chris Welty

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

V-Sciences Investments Pte Ltd

Name: Khoo Shih

Title: Authorised Signatory

Notice details:

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

45th Floor, Fortune Financial Center

5 bong San Huan Zhong Lu

Chaoyang District, Beijing, China

Attention: Denise Shiu

Email: DShiu@cgsh.com

Tel: + 86 10 5920 1080

[Signature Page to Exclusivity Extension Letter]

Exhibit 2

PRIVILEGED and CONFIDENTIAL

Execution Version

Deed of Adherence

This Deed of Adherence (this “Deed”) is entered into on September 16, 2020

BY: Mr. Joseph Chow (“Mr. Chow”), a citizen of the United States of America

RECITALS:

(A)          On September 18, 2019, that certain consortium agreement (as amended by amendment no. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020, the “Consortium Agreement”) was entered into by and among the parties listed on Annex A to this Deed (as supplemented by the Amendment No. 1, the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).

(B)           Mr. Chow will be admitted to the Buyer Consortium (as defined in the Consortium Agreement) as “Additional Party” and will be designated as “Initial Consortium Member” pursuant to Section 1.4 of the Consortium Agreement.

(C)           Mr. Chow now wishes to participate in the Transaction contemplated under the Consortium Agreement as a member of the Buyer Consortium by executing this Deed, and to be bound by the terms of the Consortium Agreement as an Initial Consortium Member thereto.

THIS DEED WITNESSES as follows:

Mr. Chow undertakes to each other Party to the Consortium Agreement that he will, with effect from the date hereof, 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 and the Existing Parties agree that where there is a reference to a “Initial Consortium Member” it shall be deemed to include a reference to Mr. Chow and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to Mr. Chow as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof. The number of Rollover Securities of Mr. Chow and/or the amount of Cash Contribution proposed to be made by Mr. Chow and the Contemplated Ownership Percentage of Mr. Chow are set forth in Schedule A hereto.

He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.

This Deed has been duly executed and delivered by Mr. Chow and constitutes the legal, valid and binding obligation of Mr. Chow, enforceable against him in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium and other Laws affecting creditors’ rights generally and general principles of equity).

As of the date of this Deed, (i) Mr. Chow is the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Deed, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Deed, subject to the last sentence of this Section ‎3‎(a)‎(4), Mr. Chow’s Company Securities listed in Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated on Schedule B hereto, Mr. Chow is and will be the sole record holder and Beneficial Owner of the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Deed and the Consortium Agreement with respect to the Covered Securities. Mr. Chow has not taken any action described in Section 4.7 of the Consortium Agreement.

Mr. Chow acknowledges that the Existing Parties have consented to the admission of him to the Buyer Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Sections ‎3‎(a)‎(1) to ‎3‎(a)(3) above, and the Existing Parties’ consent was induced by such representations and warranties.

Article VIII (Notices), Section 7.2 (Confidentiality) and Section 10.8 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

IN WITNESS WHEREOF, Mr. Chow has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

in the presence of

Notice details:

Address: 18F, Jialong International Tower, No. 19 Chaoyang Park Road,

Chaoyang District, Beijing, 100125, China

Attention: Joseph Chow

Annex A

Existing Parties

Beachhead Holdings Limited

Double Double Holdings Limited

Point Forward Holdings Limited

PW Medtech Group Limited (普华和顺集团公司)

Parfield International Ltd.

CITIC Capital China Partners IV, L.P.

HH Sum-XXII Holdings Limited

V-Sciences Investments Pte. Ltd

Schedule A
Contributions to Holdco and Contemplated Ownership Percentage

Schedule B
Beneficial Ownership of Company Securities