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

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

(Amendment No.  2)*

China Biologic Products Holdings, Inc.
(Name of Issuer)
 
Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
 
G21515104
(CUSIP Number)

Andrew Ang Lye Whatt
Director, Legal & Regulatory
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2 The
Atrium@Orchard
Singapore 238891
 
With Copies to:

Denise Shiu, Esq.
Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center
5 Dong San Huan Zhong Lu
Chaoyang District, Beijing, China
Telephone: + 86 10 5920 1080
Facsimile: + 86 10 5879 3902

(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
 
CUSIP No. G21515104
1
NAMES OF REPORTING PERSONS
 
 
 
Temasek Holdings (Private) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
3.2%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
HC
 
 
 
 

(1)
Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

2
CUSIP No. G21515104
1
NAMES OF REPORTING PERSONS
 
 
 
Fullerton Management Pte Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
3.2%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 
 
(1)
Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

3
CUSIP No. G21515104
1
NAMES OF REPORTING PERSONS
 
 
 
Temasek Life Sciences Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
3.2%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 
 
(1)
Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

4
CUSIP No. G21515104
1
NAMES OF REPORTING PERSONS
 
 
 
V-Sciences Investments Pte Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,240,000 Ordinary Shares (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
3.2%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 
 
(1)
Percentage calculated based on 38,583,877 Ordinary Shares issued and outstanding as of June 30, 2020 as reported by the Issuer’s Form 6-K filed on August 17, 2020.

5
Introduction

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No.2 to Schedule 13D (this “Amendment No.2”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 30, 2019, as amended by Amendment No. 1 filed on January 24, 2020 (the “Schedule 13D”), by each of Temasek Holdings (Private) Limited (“Temasek”), Fullerton Management Pte Ltd (“FMPL”), Temasek Life Sciences Private Limited (“TLS”) and V-Sciences Investments Pte Ltd (“V-Sciences”) with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”).

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used herein which are 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”), the chairman and chief executive officer of the Issuer, entered into a deed of adherence to the Consortium Agreement (the “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, consists of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse, V-Sciences, Double Double, Point Forward and Mr. Chow) entered into an exclusivity extension letter (the “Exclusivity Extension Letter”), pursuant to which each of these parties has agreed that, among other things, with respect to such party, the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement shall be extended to December 17, 2020.

In connection with (x) (A) the entry into the Exclusivity Extension Letter by and among the relevant parties thereto, (B) the entry into a deed of adherence to the Consortium Agreement by Mr. Chow to join the Buyer Consortium and performance of his obligations thereunder by Mr. Chow, and (y) in connection with the activities described in item (x), the making of filings by the relevant members of the Buyer Consortium with the U.S. Securities and Exchange Commission and/or The Stock Exchange of Hong Kong Limited in accordance with applicable laws, regulations and stock exchange rules (the foregoing items (x) and (y), the “Permitted Actions”), on September 16, 2020, the Board has granted to the Initial Consortium Members and other applicable parties a waiver from complying with certain restrictions as agreed under (i) the investor rights agreement entered into by and between PWM and the Issuer, dated as of January 1, 2018 (the “PWM IRA”), (ii) the amended and restated preferred shares rights agreement entered into by and between Securities Transfer Corporation (as rights agent) and the Issuer, dated as of July 31, 2017, as amended on February 20, 2019 (the “Rights Agreement”), and (iii) those certain confidentiality agreements, dated as of October 20, 2019, entered into by each of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse and V-Sciences, respectively, and the Issuer. The Board has also determined, among other things, that solely by reason of taking any Permitted Action, (a) PWM (or any of its affiliates) shall not be deemed to violate (or have violated) any term of the PWM IRA, (b) none of the Initial Consortium Members or their respective affiliates shall be deemed to be an “Acquiring Person” under the Rights Agreement, nor shall any provision under the Rights Agreement be otherwise triggered, and (c) none of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse and V-Sciences (or any of their respective affiliates) shall be deemed to violate (or have violated) any term of its confidentiality agreement entered into with the Issuer.
 
Reference to the Chairman Adherence Deed and the Exclusivity Extension Letter in this Amendment No. 2 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 3 and 4 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 Schedule 13D is provided as of the date of this filing:

Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by FMPL, TLS, and V-Sciences.

FMPL, through its ownership of TLS, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by TLS and V-Sciences.

TLS, through its ownership of V-Sciences, may be deemed to share voting and dispositive power over the 1,240,000 Ordinary Shares beneficially owned or deemed to be beneficially owned by V-Sciences.

V-Sciences is the direct beneficial owner of 1,240,000 Ordinary Shares.

Because of the arrangements in the Consortium Agreement and the Consortium Agreement Amendment, the parties to such agreements 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.2 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 Ordinary Shares beneficially owned by Beachhead, Double Double, Point Forward, PWM, Parfield, CITIC Capital, Hillhouse and Mr. Chow and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership isexpresslydisclaimed.

(c) Except as set forth herein, the Reporting Persons have not engaged in any transactions in the Issuer’s securities during the past 60 days prior to the obligation to file this Amendment No. 2. To the knowledge of the Reporting Persons, none of any director or executive officer of any Reporting Person has effected any transactions in the Issuer’s securities during the past 60 days prior to the obligation to file this Amendment No. 2.

(d) To the best knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares directly held by V-Sciences, other than each of the Reporting Persons.

(e) Not applicable.

6
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* Information regarding the Instruction C persons (which amends and restates Exhibit 2 to the Schedule 13D Amendment No.1 filed with the Commission by the Reporting Persons with respect to the Issuer on January 24, 2020 in its entirety)

Exhibit 2 Joint Filing Agreement dated September 30, 2019 by and among the Reporting Persons relating to the filing of a joint statement on Schedule 13D (filed as Exhibit 6 to the Schedule 13D filed with the Commission by the Reporting Persons with respect to the Issuer on September 30, 2019, and incorporated herein by reference)

Exhibit 3* Exclusivity Extension Letter dated September 16, 2020 by and among the Initial Consortium Members

Exhibit 4* Chairman Adherence Deed dated September 16, 2020 by Mr. Chow.

* Filed herewith

7
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: September 18, 2020

 
   
 
TEMASEK  HOLDINGS  (PRIVATE) LIMITED
 
 
 
By:
/s/ Andrew Ang Lye Whatt
    Name: Andrew Ang Lye Whatt
    Title: Authorised Signatory
     
  FULLERTON  MANAGEMENT  PTE LTD
     
 
By:
/s/ Gregory Tan
   
Name: Gregory Tan
    Title: Director
     
  TEMASEK  LIFE SCIENCES  PRIVATE LIMITED
     
 
By:
/s/ Lim Siew Lee Sherlyn
   
Name: Lim Siew Lee Sherlyn
    Title: Director
     
  V-SCIENCES INVESTMENTS PTE LTD
     
 
By:
/s/ Khoo Shih
 

Name: Khoo Shih
    Title: Authorised Signatory


EXHIBIT 1
 
The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.
 
The following is a list of directors of Temasek Holdings (Private) Limited:

Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Lim Boon Heng
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Chairman and Director,
Temasek Holdings (Private) Limited)
  
Chairman,
Temasek Holdings (Private) Limited
  
Singaporean
     
Cheng Wai Keung
3 Killiney Road
#10-01 Winsland House 1
Singapore 239519
(Deputy Chairman and Director,
Temasek Holdings (Private) Limited)
  
Chairman and Managing Director,
Wing Tai Holdings Limited
  
Singaporean
     
Goh Yew Lin
50 Raffles Place
#33-00 Singapore Land Tower
Singapore 048623
(Director, Temasek Holdings (Private) Limited)
  
Managing Director,
G.K. Goh Holdings Limited
  
Singaporean
     
Teo Ming Kian
250 North Bridge Road
#11-01 Raffles City Tower
Singapore 179101
(Director, Temasek Holdings (Private) Limited)
  
Chairman,
Vertex Venture Holdings Ltd.
  
Singaporean
     
Robert Bruce Zoellick
c/o 601 Thirteenth Street NW – Suite 830S, Washington, DC 20005
USA
(Director, Temasek Holdings (Private) Limited)
  
Board Member,
Twitter
  
American

Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Chin Yoke Choong Bobby
c/o 1 Joo Koon Circle
#13-01 FairPrice Hub
Singapore 629117
(Director, Temasek Holdings (Private) Limited)
  
Deputy Chairman,
NTUC Enterprise Cooperative Limited
  
Singaporean
     
Ng Chee Siong Robert
11th - 12th Floors
Tsim Sha Tsui Centre
Salisbury Road
Tsim Sha Tsui, Kowloon, Hong Kong
(Director, Temasek Holdings (Private) Limited)
  
Chairman,
Sino Land Company Ltd.
  
Singaporean /
Hong Kong Permanent Resident
     
Peter Robert Voser
Affolternstrasse 44
8050 Zurich
Switzerland
(Director, Temasek Holdings (Private) Limited)
  
Chairman,
ABB Ltd
  
Swiss
         
Lee Ching Yen Stephen
No.160 Robinson Road
#13-06 SBF Center Singapore 068914
(Director, Temasek Holdings (Private) Limited)
  
Managing Director
Great Malaysia Textile Investments Pte Ltd
  
Singaporean
         
Fu Chengyu
c/o 60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Director, Temasek Holdings (Private) Limited)
  
Head of Energy Cooperation Team & Council Member Cross-Strait CEO Summit
  
Chinese
         
Lee Theng Kiat
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Executive Director, Temasek Holdings
(Private) Limited)
  
Chairman,
Temasek International Pte. Ltd.
  
Singaporean
     
Ho Ching
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Executive Director & CEO, Temasek Holdings (Private) Limited)
  
Executive Director & CEO,
Temasek Holdings (Private) Limited
  
Singaporean

2
The following is a list of the executive officers of Temasek Holdings (Private) Limited:

Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Ho Ching
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Executive Director & CEO,
Temasek Holdings (Private) Limited)
  
Executive Director & CEO,
Temasek Holdings (Private) Limited
  
Singaporean
         
Lee Theng Kiat
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Executive Director,
Temasek Holdings (Private) Limited &
Chairman,
Temasek International Pte. Ltd.)
  
Executive Director,
Temasek Holdings (Private) Limited &
Chairman,
Temasek International Pte. Ltd.
  
Singaporean
         
Dilhan Pillay Sandrasegara
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Executive Director & CEO,
Temasek International Pte. Ltd.)
  
Executive Director & CEO,
Temasek International Pte. Ltd.
  
Singaporean
         
Chia Song Hwee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Deputy Chief Executive Officer,
Temasek International Pte. Ltd.)
  
Deputy Chief Executive Officer,
Temasek International Pte. Ltd.
  
Singaporean
         
Jonathon Revill Christopher Allaway
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Chief Technology Officer,
Temasek International Pte. Ltd.)
  
Chief Technology Officer,
Temasek International Pte. Ltd.
  
Australian
         
Syed Fidah Bin Ismail Alsagoff
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891
(Joint Head, Enterprise Development Group,
Head, Life Sciences,
Temasek International Pte. Ltd.)
  
Joint Head, Enterprise Development Group,
Head, Life Sciences,
Temasek International Pte. Ltd.
  
Singaporean
         
MichaeI John Buchanan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891
(Head, Portfolio Strategy & Risk Group,
Head, Macro Strategy,
Head, Australia & New Zealand,
Temasek International Pte. Ltd.)
  
Head, Portfolio Strategy & Risk Group,
Head, Macro Strategy,
Head, Australia & New Zealand,
Temasek International Pte. Ltd.
  
Australian

3
Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Chan Wai Ching
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891
(Chief Corporate Officer,
Head, Organisation & People,
Temasek International Pte. Ltd.)
  
Chief Corporate Officer,
Head, Organisation & People,
Temasek International Pte. Ltd.
  
Singaporean
     
Mukul Chawla
101 California St., Suite 3700
San Francisco, CA 94111
United States of America
(Joint Head, Telecom, Media & Technology,
Joint Head, North America,
Temasek International (USA) LLC)
  
Joint Head, Telecom, Media & Technology,
Joint Head, North America,
Temasek International (USA) LLC
  
American
         
Gregory Lynn Curl
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(President,
Temasek International Pte. Ltd.)
  
President,
Temasek International Pte. Ltd.
  
American
     
Nicolas Jean Debetencourt
375 Park Avenue, 14th Floor
New York, NY 10152
United States of America
(Head, Credit Portfolio,
Temasek International (USA) LLC)
  
Head, Credit Portfolio,
Temasek International (USA) LLC
 
 
  
American
         
Nagi Adel Hamiyeh
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Joint Head, Investment Group,
Head, Portfolio Development,
Temasek International Pte. Ltd.)
  
Joint Head, Investment Group,
Head, Portfolio Development,
Temasek International Pte. Ltd.
  
Singaporean
         
Hu Yee Cheng Robin
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Head, Sustainability & Stewardship Group,
Temasek International Pte. Ltd.)
  
Head, Sustainability & Stewardship Group,
Temasek International Pte. Ltd.
  
Singaporean
         
Uwe Krueger
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Head, Industrials, Business Services, Energy & Resources,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.)
  
Head, Industrials, Business Services, Energy & Resources,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.
 
  
German

4
Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Ravi Lambah
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Joint Head, Investment Group,
Head, Direct Investments,
Joint Head, Telecom, Media & Technology,
Head, India,
Temasek International Pte. Ltd.)
  
Joint Head, Investment Group,
Head, Direct Investments,
Joint Head, Telecom, Media & Technology,
Head, India,
Temasek International Pte. Ltd.
  
Maltese
         
Leong Wai Leng
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited)
  
Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited
  
Singaporean
         
John William Marren
101 California St., Suite 3700
San Francisco, CA 94111
United States of America
(Senior Managing Director, North America,
Senior Managing Director, Strategy Office,
Temasek International (USA) LLC)
  
Senior Managing Director, North America,
Senior Managing Director, Strategy Office,
Temasek International (USA) LLC
  
American
         
Pek Siok Lan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(General Counsel,
Temasek International Pte. Ltd.)
  
General Counsel,
Temasek International Pte. Ltd.
  
Singaporean
         
Png Chin Yee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard,
Singapore 238891
(Deputy Chief Financial Officer,
Head, Financial Services,
Temasek International Pte. Ltd.)
  
Deputy Chief Financial Officer,
Head, Financial Services,
Temasek International Pte. Ltd.
  
Singaporean
         
Rohit Sipahimalani
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Chief Investment Strategist,
Head, South East Asia,
Temasek International Pte. Ltd.)
  
Chief Investment Strategist,
Head, South East Asia,
Temasek International Pte. Ltd.
  
Singaporean
         
Tan Chong Lee
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(President,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.)
  
President,
Joint Head, Europe, Middle East & Africa,
Temasek International Pte. Ltd.
  
Singaporean

5
Name, Business Address, Position
  
Principal Occupation
  
Citizenship
         
Teo Juet Sim Juliet
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Head, Transportation & Logistics,
Senior Managing Director, Portfolio Development,
Temasek International Pte. Ltd.)
  
Head, Transportation & Logistics,
Senior Managing Director, Portfolio Development,
Temasek International Pte. Ltd.
  
Singaporean
         
Tham Min Yew Russell
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Senior Managing Director, Enterprise Development Group,
Senior Managing Director, Strategy Office,
Temasek International Pte. Ltd.)
  
Senior Managing Director, Enterprise Development Group,
Senior Managing Director, Strategy Office,
Temasek International Pte. Ltd.
  
Singaporean
         
Alan Raymond Thompson
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.)
  
Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.
  
Singaporean
         
Benoit Louis Marie Francois Valentin
23 King Street
London SW1Y 6QY
United Kingdom
(Head, Private Equity Fund Investments,
Senior Managing Director, Europe, Middle East & Africa,
Temasek International (Europe) Limited)
  
Head, Private Equity Fund Investments,
Senior Managing Director, Europe, Middle East & Africa,
Temasek International (Europe) Limited
  
French
         
John Joseph Vaske
375 Park Avenue, 14th Floor
New York, NY 10152
United States of America
(Head, Americas,
Head, Agribusiness,
Temasek International (USA) LLC)
  
Head, Americas,
Head, Agribusiness,
Temasek International (USA) LLC
  
American
         
Wu Yibing
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Joint Head, Enterprise Development Group,
Head, China,
Temasek International Pte. Ltd.)
  
Joint Head, Enterprise Development Group,
Head, China,
Temasek International Pte. Ltd.
  
American

6
Yeoh Keat Chuan
60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
(Deputy Head, Singapore Projects,
Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.)
  
Deputy Head, Singapore Projects,
Senior Managing Director, Enterprise Development Group,
Temasek International Pte. Ltd.
  
Singaporean
         
Michael Zeller
101 California St., Suite 3700
San Francisco, CA 94111
United States of America
(Head, AI Strategy & Solutions,
Temasek International (USA) LLC)
  
Head, AI Strategy & Solutions,
Temasek International (USA) LLC
  
American

The following is a list of the directors of Fullerton Management Pte Ltd:

Name, Business Address and Position
  
Present Principal Occupation
  
Citizenship
         
Leong Wai Leng
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Chief Financial Officer,
Head, Singapore Projects,
Temasek Holdings (Private) Limited
  
Singaporean
         
Gregory Tan
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Managing Director, Legal & Regulatory,
Temasek International Pte. Ltd.
  
Singaporean

The following is a list of the directors of Temasek Life Sciences Private Limited:

Name, Business Address and Position
  
Present Principal Occupation
  
Citizenship
         
Chan Wai Ching
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Chief Corporate Officer,
Head, Organisation & People
Temasek International Pte. Ltd.
  
Singaporean
         
Lim Siew Lee Sherlyn
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Managing Director, Organisation & People
Temasek International Pte. Ltd.
  
Singaporean

7
The following is a list of the directors of V-Sciences Investments Pte Ltd:

Name, Business Address and Position
  
Present Principal Occupation
  
Citizenship
         
Oh Boon Hui, Stella
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Director, Finance
Temasek International Pte. Ltd.
  
Singaporean
         
Zahedah Abdul Rashid
c/o 60B Orchard Road #06-18, Tower 2
The Atrium@Orchard
Singapore 238891
(Director)
  
Director, Legal & Regulatory
Temasek International Pte. Ltd.
  
Singaporean


8
Exhibit 3

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:

(A)
with respect to such party, the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement shall be extended to December 17, 2020;

(B)
the provisions under Article IV (other than Section 4.9 and Section 4.10) of the Consortium Agreement are hereby incorporated by reference in their entirety into this Letter and shall apply to the parties to this Letter, in each case mutatis mutandis; provided that (i) references to the “Exclusivity Period” under such provisions shall have the meaning described under clause (A) above, (ii) references to the “Parties” under such provisions shall refer to the parties to this Letter and (iii) references to “this Agreement” under such provisions shall refer to the Consortium Agreement as modified by this Letter; and

(C)
for the avoidance of doubt, except as expressly stated herein with respect to the parties hereto, the provisions of the Consortium Agreement are and shall remain in full force and effect pursuant to the terms thereof.

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]

 
Sincerely,
   
 
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
   
 
Notice details:
   
 
Suite 1008, Two Pacific Place, 88 Queensway,
  Hong Kong
 
Attention: Andrew Chan
   
 
with a copy to (which shall not constitute notice):
   
 
Kirkland & Ellis
 
26th Floor, Gloucester Tower, The Landmark
 
15 Queen’s Road Central, Hong Kong
 
Attention: Gary Li; Xiaoxi Lin

[Signature Page to Exclusivity Extension Letter]

Acknowledged and agreed by:

Joseph Chow

/s/ Joseph Chow  

Notice details:

Address:
18F, Jialong International Tower, No. 19 Chaoyang Park Road,
Chaoyang District, Beijing, 100125, China

Attention:
Joseph Chow

[Signature Page to Exclusivity Extension Letter]
 
Acknowledged and agreed by:

PW Medtech Group Limited (普华和顺集团公司)

By:
/s/ Yue’e Zhang
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.

By:
/s/ Rikizo Matsukawa  
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.

By:
 /s/ Marc Chan  
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

By:
 /s/ Colm O’Connell  
Name: Colm O’Connell
Title: Authorized Signatory

Notice details:

Attention: Wei CAO
Address: Suite 2202, 22nd 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

By:
 /s/ Khoo Shih  
Name: Khoo Shih
Title: Authorised Signatory

Notice details:

Address:
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Attention:
Khoo Shih
khooshih@temasek.com.sg
+65 6828 6943

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 4

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:
 
1.                Defined Terms And Construction
 

 (a)
Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
 

 (b)
This Deed shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
 
2.                Undertakings
 

 (a)
Assumption of obligations
 
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.
 
3.                Representations And Warranties
 

 (a)
Mr. Chow represents and warrants to each of the other Parties as follows:
 

 (1)
Due Authorization
 
He has full power and authority to execute and deliver this Deed, and to perform his obligations hereunder.


 (2)
Legal, Valid and Binding Obligation
 
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).
 

 (3)
Ownership
 
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.
 

 (4)
Reliance
 
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.
 
4.                Miscellaneous
 
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.
 
EXECUTED AS A DEED BY
)
  
     
JOSEPH CHOW
  
)
     
   
)
     
   
)
     
   
)
     
/s/ Joseph Chow    
)

in the presence of
 
Signature:  /s/ Yuan Liu  

Name: Yuan Liu
 
Occupation: Secretary of CPBO CEO
 
Address: 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, China
 
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

 
Party
  
Rollover Securities
Beneficially Owned
    
Cash Contribution
(US$)
  
Contemplated Ownership
Percentage
 
Mr. Chow
  
469,109 Ordinary Shares (to be contributed by Mr. Chow directly or indirectly to Holdco), including:
•     111,509 Ordinary Shares
•   357,600 Ordinary Shares issuable upon vesting and conversion of Company restricted share units1
    
-
  
1.75%


1
Note: Subject to any acceleration in connection with the Closing, none of such Company restricted share units will become vested within 60 days from the date hereof.  This rollover amount assumes a full acceleration of all the Company’s equity awards (with 596,000 Ordinary Shares underlying all such awards in the aggregate) held by Mr. Chow in the Transaction.  If any portion of such awards will not be accelerated, the number of Rollover Securities Beneficially Owned by Mr. Chow will be increased by an amount equal to 40% of the non-accelerated portion of such awards.

Schedule B
Beneficial Ownership of Company Securities
 
 
Party
  
Ordinary Shares
  
Other Company Securities (including
Company Options, Company Restricted
Shares and Company restricted share units)
 
Mr. Chow
  
111,509 Ordinary Shares
  
596,000 Ordinary Shares issuable upon vesting and conversion of Company restricted share units2


2
Note: Subject to any acceleration in connection with the Closing, none of such Company restricted share units will become vested within 60 days from the date hereof.