Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*
China Biologic Products Holdings, Inc.
(Name of Issuer)
(Name of Issuer)
Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
(Title of Class of Securities)
G21515104
(CUSIP Number)
(CUSIP Number)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Communications)
Parfield International Ltd.
Unit No. 21E, 21st Floor, United Centre
95 Queensway, Admiralty K3, Hong Kong
+852.2122.8902
Copy to:
Christopher H. Cunningham
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Phone: (206) 370-7639
Fax: (206) 370-6040
April 10, 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).
2
SCHEDULE 13D
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Parfield International Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 Ordinary Shares
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8.
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Shared Voting Power
2,437,696 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
2,437,696 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,437,696 Ordinary Shares (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
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13.
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Percent of Class Represented by Amount in Row (11)
6.33%(2) |
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14.
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Type of Reporting Person (See Instructions)
CO
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| (1) |
The 2,437,696 Ordinary Shares held by Parfield International Ltd. are subject to a pledge agreement executed in favor of an unrelated third party to secure certain indebtedness of Parfield International Ltd.
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(2)
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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.
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3
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Amplewood Resources Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 Ordinary Shares
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8.
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Shared Voting Power
0 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
0 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
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13.
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Percent of Class Represented by Amount in Row (11)
0 |
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14.
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Type of Reporting Person (See Instructions)
CO
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4
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CUSIP No. G21515104
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1.
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Names of Reporting Persons.
Marc Chan
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☒ (b) ◻
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Canada
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Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 Ordinary Shares
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8.
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Shared Voting Power
2,437,696 Ordinary Shares
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9.
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Sole Dispositive Power
0 Ordinary Shares
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10.
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Shared Dispositive Power
2,437,696 Ordinary Shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,437,696 Ordinary Shares
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
6.33%(1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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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.
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5
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 3 amends Amendment Number 2 to Schedule 13D of the Reporting Persons
dated March 20, 2020 to update certain information relating to the Reporting Persons as specifically set forth herein.
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 3 amends and supplements the Schedule 13D filed on September 27, 2019, as amended by Amendment No. 1 filed on November 6, 2019,
and Amendment No. 2 filed on March 20, 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. 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 is hereby amended to add the following to the end of Item 4:
On April 8, 2020, Beachhead and Point Forward entered into an assignment agreement (the “Parfield Assignment Agreement”), pursuant to which Beachhead assigned its right to
acquire 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 that a definitive agreement for the Proposed Transaction shall have been entered into.
On April 9, 2020, the transactions contemplated by the Parfield SPA were completed, and Point Forward acquired an aggregate of 700,000 Ordinary Shares from Parfield and Amplewood.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,480,580 Shares as of March 9, 2020 as reported by the Issuer’s Form 20-F filed with
the Securities and Exchange Commission on March 12, 2020.
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A.
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Parfield
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(a)
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As of the close of the Parfield SPA on April 9, 2020, Parfield directly beneficially owned 2,437,696 Shares.
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Percentage: Approximately 6.33%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,437,696 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,437,696 |
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(c)
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Other than the closing of the Parfield SPA, Parfield has not entered into any transactions in the Shares during the past sixty days.
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6
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B.
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Amplewood
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(a)
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As of the closing of the Parfield SPA, Amplewood directly beneficially owned 0 Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
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(c)
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Other than the closing of the Parfield SPA, Amplewood has not entered into any transactions in the Shares during the past sixty days.
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C.
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Mr. Chan
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(a)
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As the director and sole-owner of each of Parfield and Amplewood, Mr. Chan may be deemed the beneficial owner of the (i) 2,437,696 Shares owned by Parfield and (ii) 0 Shares owned by Amplewood.
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Percentage: Approximately 6.33%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,437,696 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,437,696 |
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(c)
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Other than the closing of the Parfield SPA, Mr. Chan has not entered into any transactions in the Shares during the past sixty days.
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Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
The descriptions of the principal terms of the Parfield Assignment Agreement and the Parfield CP Waiver Letter under Item 4 are incorporated herein by reference in their entirety.
Item 7. Materials to be Filed as Exhibits.
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: April 14, 2020
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PARFIELD INTERNATIONAL LTD.
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By:
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/s/ Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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AMPLEWOOD RESOURCES LTD.
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By:
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/s/ Marc Chan
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Name:
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Marc Chan
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Title:
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Director
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/s/ Marc Chan
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MARC CHAN
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