Exhibit 15

AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Point Forward Holdings Limited, a Cayman Islands company (the “Purchaser”).

WHEREAS, the Seller and Beachhead Holdings Limited, a Cayman Islands company (“Beachhead”) entered into a share purchase agreement dated as of September 18, 2019 (as amended by amendment no. 1 thereto dated as of March 17, 2020 and amendment no. 2 thereto dated as of May 5, 2020, the “SPA”), pursuant to and subject to the terms and conditions of which, the Seller has agreed to sell to Beachhead, and Beachhead has agreed to purchase from the Seller the Sale Shares;

WHEREAS, pursuant to an assignment agreement dated as of May 5, 2020 (the “Assignment Agreement”) by and among the Seller, Beachhead and the Purchaser, Beachhead has absolutely and irrevocably assigned to the Purchaser, and the Purchaser has accepted the assignment from Beachhead, all the interests, rights, obligations and covenants of Beachhead with respect to and in connection with the sale and purchase of 385,000 Ordinary Shares (collectively, the “Assigned Shares”) under the SPA;

WHEREAS, on May 8, 2020, the Seller completed the sale of Assigned Shares to the Purchaser pursuant to the terms and conditions of the SPA and the Assignment Agreement;

WHEREAS, Section 6.4 of the SPA provides that the SPA may be amended by written instrument making specific reference to the SPA signed by the party of the SPA against whom enforcement of such amendment is sought; and

WHEREAS, the parties hereto desire to amend the SPA pursuant to the terms as set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the SPA.

2.            Payment of Price Adjustment Amount. Notwithstanding anything to the contrary in the SPA, the Purchaser hereby agrees to, as soon as practicable and in any event within five (5) Business Days after the date of this Amendment, pay to the Seller immediately available funds in US dollars by wire transfer in an amount equal to the product of (a) US$19.00 multiplied by (b) the number of all Assigned Shares into an account designated by the Seller in a written notice to the Purchaser on or about the date of this Amendment in substantially the form attached hereto as Schedule A.

3.            Amendments to SPA. Section 5.2 (Price Adjustment) of the SPA and the definitions “Catherine Take-Private Per Share Consideration” and “Take-Private Transaction” set forth under Section 6.1 (Certain Definitions) of the SPA are hereby deleted in their entirety and shall be of null and void ab initio and be no force and effect, and the Purchaser and its Affiliates shall have no obligations or liabilities under such provisions (whether accrued, contingent or otherwise).

4.            No Further Amendment. The parties hereto agree that with respect to the Assigned Shares, all other provisions of the SPA shall, subject to Sections 2 and 3 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties hereto in accordance with their terms. This Amendment forms an integral and inseparable part of the SPA.

5.            References. All references to the SPA (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the SPA shall refer to the SPA as amended by this Amendment. Notwithstanding the foregoing, references to the date of the SPA (as amended hereby) and references in the SPA to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to September 18, 2019.

6.            Other Miscellaneous Terms. The provisions of Sections 6.4 (Complete Agreement; Amendments; Waivers), 6.5 (Expenses), 6.6 (Severability), 6.7 (Binding Effect; Assignment), 6.8 (Governing Law), 6.9 (Dispute Resolution), 6.10 (Notices), 6.11 (Survival), 6.12 (Section and Other Headings), and 6.13 (Counterparts) of the SPA shall apply mutatis mutandis to this Amendment, and to the SPA as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the day and year first above written.

[Signature Page to Amendment No. 3 to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the day and year first above written.

[Signature Page to Amendment No. 3 to Share Purchase Agreement]

Schedule A

Form of Payment Notice

Exhibit 16

AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Double Double Holdings Limited, a Cayman Islands company (the “Purchaser”).

WHEREAS, the Seller and Beachhead Holdings Limited, a Cayman Islands company (“Beachhead”) entered into a share purchase agreement dated as of September 18, 2019 (as amended by amendment no. 1 thereto dated as of March 17, 2020 and amendment no. 2 thereto dated as of May 5, 2020, the “SPA”), pursuant to and subject to the terms and conditions of which, the Seller has agreed to sell to Beachhead, and Beachhead has agreed to purchase from the Seller the Sale Shares;

WHEREAS, pursuant to an assignment agreement dated as of May 5, 2020 (the “Assignment Agreement”) by and among the Seller, Beachhead and the Purchaser, Beachhead has absolutely and irrevocably assigned to the Purchaser, and the Purchaser has accepted the assignment from Beachhead, all the interests, rights, obligations and covenants of Beachhead with respect to and in connection with the sale and purchase of 615,000 Ordinary Shares (collectively, the “Assigned Shares”) under the SPA;

WHEREAS, on May 8, 2020, the Seller completed the sale of Assigned Shares to the Purchaser pursuant to the terms and conditions of the SPA and the Assignment Agreement;

WHEREAS, Section 6.4 of the SPA provides that the SPA may be amended by written instrument making specific reference to the SPA signed by the party of the SPA against whom enforcement of such amendment is sought; and

WHEREAS, the parties hereto desire to amend the SPA pursuant to the terms as set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                   Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the SPA.

2.                   Payment of Price Adjustment Amount. Notwithstanding anything to the contrary in the SPA, the Purchaser hereby agrees to, as soon as practicable and in any event within five (5) Business Days after the date of this Amendment, pay to the Seller immediately available funds in US dollars by wire transfer in an amount equal to the product of (a) US$19.00 multiplied by (b) the number of all Assigned Shares into an account designated by the Seller in a written notice to the Purchaser on or about the date of this Amendment in substantially the form attached hereto as Schedule A.

3.                   Amendments to SPA. Section 5.2 (Price Adjustment) of the SPA and the definitions “Catherine Take-Private Per Share Consideration” and “Take-Private Transaction” set forth under Section 6.1 (Certain Definitions) of the SPA are hereby deleted in their entirety and shall be null and void ab initio and be of no force and effect, and the Purchaser and its Affiliates shall have no obligations or liabilities under such provisions (whether accrued, contingent or otherwise).

4.                   No Further Amendment. The parties hereto agree that with respect to the Assigned Shares, all other provisions of the SPA shall, subject to Sections 2 and 3 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties hereto in accordance with their terms. This Amendment forms an integral and inseparable part of the SPA.

5.                   References. All references to the SPA (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the SPA shall refer to the SPA as amended by this Amendment. Notwithstanding the foregoing, references to the date of the SPA (as amended hereby) and references in the SPA to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to September 18, 2019.

6.                   Other Miscellaneous Terms. The provisions of Sections 6.4 (Complete Agreement; Amendments; Waivers), 6.5 (Expenses), 6.6 (Severability), 6.7 (Binding Effect; Assignment), 6.8 (Governing Law), 6.9 (Dispute Resolution), 6.10 (Notices), 6.11 (Survival), 6.12 (Section and Other Headings), and 6.13 (Counterparts) of the SPA shall apply mutatis mutandis to this Amendment, and to the SPA as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the day and year first above written.

[Signature Page to Amendment No. 3 to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the day and year first above written.

[Signature Page to Amendment No. 3 to Share Purchase Agreement]

Schedule A

Form of Payment Notice

Exhibit 17

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser,” and together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 6.1 hereof.

WHEREAS, the Seller is the owner of 5,321,000 Ordinary Shares of the Issuer (as defined below).

WHEREAS, the Purchaser is a special purpose vehicle Controlled by Mr. Joseph Chow (the chairman and chief executive officer of the Issuer) and formed for the purpose of acquiring the Sale Shares (as defined below).

WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to 3,750,000 Ordinary Shares of the Issuer (the “Sale Shares”) at the Purchase Price, all upon the terms and conditions hereinafter set forth.

WHEREAS, as of the date hereof, the Seller has agreed to sell an aggregate of 1,571,000 Ordinary Shares to one or more purchasers (other than the Purchaser) pursuant to one or more share purchase agreements, each dated on or about the date hereof.

WHEREAS, in connection with the purchase and sale of the Sale Shares and concurrently with the execution of this Agreement, a letter agreement dated as of the date hereof (the “Letter Agreement”) has been entered into by and among the Seller, the Purchaser and the other party named therein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.         PURCHASE AND SALE

1.1          Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, at the Closing (as defined below), the Sale Shares and all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits attaching to the Sale Shares) for the Purchase Price.

1.2          The Closing.

(a)           The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place within fifteen (15) Business Days after all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or on such other date as may be agreed by the Parties (the “Closing Date”).

(b)          At the Closing:

(i)           the Seller shall deliver, or cause to be delivered, to the Purchaser:

(A)         a copy of the shareholder statements of the Issuer issued by the Transfer Agent and evidencing the Purchaser has been registered as the sole owner of the Sale Shares as of the Closing Date;

(B)          a copy of the director resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby; and

(ii)           the Purchaser shall deliver, or cause to be delivered, to the Seller:

(A)          immediately available funds in the amount of the Purchase Price by wire transfer into an account designated by the Seller in a written notice delivered to the Purchaser at least fifteen (15) Business Days prior to the Closing Date in substantially the form attached hereto as Exhibit A; and

(B)           a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.

(c)           Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

2.         PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties to the Seller as of the date hereof and the Closing Date:

2.1           Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Purchaser and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the purchase of the Sale Shares, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2           No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein and compliance by the Purchaser with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Purchaser is entitled, or result in the creation or imposition of any tax, Lien (as defined below), limitation or restriction upon any property or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or to which any of the property or assets of the Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Purchaser or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.

2.3         No Consents. Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Purchaser or the performance by the Purchaser of its obligations hereunder or the purchase of the Sale Shares by the Purchaser and the consummation of the transactions contemplated herein.

2.4          Purchase for Investment. The Purchaser has access to such information of the Issuer as shall have been reasonably necessary for the Purchaser to evaluate the merits and risks of the transactions contemplated by this Agreement. The Purchaser is acquiring the Sale Shares for investment for its own account and not with a view toward any resale or distribution thereof except in compliance with the Securities Act. Except in connection with the Acquisition and the Acquisition Proposal (including any direct or indirect equity syndication arranged or to be arranged by the Purchaser in connection therewith), the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person with respect to the Sale Shares. The Purchaser hereby acknowledges that the Sale Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration thereunder or an exemption therefrom, unless in a transaction not subject to the Securities Act.

2.5           Purchaser Status. The Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) is not a U.S. person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

2.6           Sophisticated Investor. The Purchaser has such knowledge and experience in financial and business matters to make an informed decision with respect to the Purchaser’s purchase of the Sale Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Sale Shares pursuant to this Agreement. In connection with such purchase, the Purchaser is not relying on the Seller or any of the Seller’s Affiliates or representatives in any respect in making its decision to make such purchase except for such representations and warranties of the Seller made under Section 3.

2.7           Sufficient Funds. Immediately prior to the Closing, the Purchaser will have sufficient immediately available and legitimate funds to fulfill its obligations under Section 1.2(b)(ii)(A).

3.         SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller makes the following representations and warranties to the Purchaser as of the date hereof and the Closing Date:

3.1           Authority; Binding Effect. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Seller and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the sale of the Sale Shares, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

3.2          Ownership and Transfer. The Seller is the sole record and beneficial owner of the Sale Shares, free and clear of any mortgage, lien, pledge, charge, security interest or other encumbrance (collectively, “Liens”) and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Sale Shares), other than the limitations or restrictions set forth in the PWM IRA and the Consortium Agreement. The Seller will transfer and deliver to the Purchaser at the Closing valid, good and marketable title to the Sale Shares free and clear of any Lien and any such limitation or restriction.

3.3          No Conflicts. Other than the approval of the transactions contemplated hereby by shareholders of the Seller at an extraordinary general meeting of the Seller in accordance with requirements of the Hong Kong Listing Rules and the Organizational Documents of the Seller (such extraordinary general meeting of the Seller is referred to as the “Seller EGM”), the execution and delivery of this Agreement and the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Seller is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon the Sale Shares or any property or assets of the Seller, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties.

3.4           Consents; Waivers. Other than any filings that may be required pursuant to applicable securities laws and the approval of the transactions contemplated hereby by shareholders of the Seller at the Seller EGM, (a) no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Seller or the performance by the Seller of its obligations hereunder or the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein; and (b) all consents or waivers that are necessary for the Seller to consummate the transactions contemplated hereby (including each such waiver as may be required pursuant to the Consortium Agreement and/or the PWM IRA) have been obtained and remain valid.

3.5            Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties in Section 2 above, the offer and sale of the Sale Shares under this Agreement are or will be exempt from (a) the registration requirements and prospectus delivery requirements of the Securities Act and (b) the registration or qualification requirements of any other applicable securities laws and regulations.

4.         CONDITIONS PRECEDENT

4.1           The obligations of the Seller to consummate the Closing and under Section 1.2(b)(i) hereof are subject to the satisfaction (or waiver by Seller) of the following conditions:

(a)          All of the representations and warranties of the Purchaser contained in Section 2 shall be true and correct in all material respects (other than the Purchaser’s representations and warranties set forth in Section 2.1 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)          The Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)           Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)           (i) The SC 13E-3 Amendment (as defined in Section 5.2(b) below) has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for no less than twenty (20) days.

(e)           No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Closing.

4.2           The obligations of the Purchaser to consummate the Closing and under Section 1.2(b)(ii) hereof are subject to the satisfaction (or waiver by the Purchaser) of the following conditions:

(a)           All of the representations and warranties of the Seller contained in Section 3 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)           The Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)            Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)            (i) The SC 13E-3 Amendment has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for no less than twenty (20) days.

(e)             No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Closing.

5.         COVENANTS

5.1            Notification. Each Party to this Agreement will notify the other Party as soon as reasonably practicable (but in any event prior to the Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.

5.2          SEC Filings.

(a)           Each Party agrees, confirms and undertakes that, in connection with the signing of this Agreement and the transactions contemplated hereby, such Party shall promptly file, within the time period required by applicable laws and regulations, the requisite filings with the SEC.

(b)           Without limiting the generality of Section 5.2(a), the Parties agree to cooperate with each other and provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3 under the Exchange Act (the “Rule 13e-3”) and Section 13(d) of the Exchange Act. Each Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the Securities Act or the Exchange Act, including in connection with the submissions contemplated under Rule 13e-3 and in any amendment to the Schedule 13D of the Parties relating to securities of the Issuer. As soon as reasonably practicable following the date hereof, the Parties shall cooperate to jointly prepare and use their respective commercially reasonable efforts to cause to be filed with the SEC and to be disseminated (in accordance with Rule 13e-3(f)) an amendment to the Rule 13e-3 transaction statement on Schedule 13E-3 filed by certain members of the Consortium on February 19, 2020 (as amended on March 30, 2020 and April 24, 2020, the “Original Schedule 13E-3”) in respect of the entering into this Agreement by the Parties and the transactions contemplated hereby (such amendment to the Original Schedule 13E-3 is referred to herein as the “SC 13E-3 Amendment;” and the Original Schedule 13E-3 as amended by the SC 13E-3 Amendment is referred to herein as the “Amended Schedule 13E-3”). Each Party shall (i) promptly notify the other Party upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement, and (ii) use its reasonable best efforts to respond jointly and promptly to any comments of the SEC or its staff with respect to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement. Each Party hereby represents, warrants and undertakes to the other Party that the information provided by such Party for inclusion in the Amended Schedule 13E-3, at each time it is filed with the SEC, will not contain any untrue statement of a material fact or omit to state any material fact with respect to such Party as required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which such Amended Schedule 13E-3is made, not false or misleading, except to the extent that the information in the Amended Schedule 13E-3 is amended or superseded by a later version thereof.

5.3           Seller’s Covenant. In connection with the conditions precedent set out in Sections 4.1(c) and 4.2(c):

(a)            the Seller shall: (i) prepare, finalize and post a circular to its shareholders and/or such other announcements, documents, notices and communications as may be required by the Hong Kong Listing Rules and the Organizational Documents of the Seller (collectively, the “Required Shareholder Communication”), in each case, subject to clearance of the same (if required) by The Stock Exchange of Hong Kong Limited, as soon as practicable, which shall, amongst other things, convene the Seller EGM to consider resolutions to be passed by the relevant shareholders for the purposes set out in Sections 4.1(c) and 4.2(c); and (ii) hold such Seller EGM as soon as commercially practicable;

(b)            the Seller undertakes to provide the Purchaser (or advisers nominated by the Purchaser) with draft copies of the Required Shareholder Communication to be sent to the Seller’s shareholders at such time as will allow the Purchaser a reasonable opportunity to provide comments on such draft copies of Required Shareholder Communication before they are finalized and dispatched or released; and

(c)           subject to the requirements under the Hong Kong Listing Rules and the Organizational Documents of the Seller, the Seller undertakes and agrees to consider any reasonable comments provided by the Purchaser pursuant to Section 5.3(b) above.

6.         MISCELLANEOUS

6.1           Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1:

“Acquisition” means that certain acquisition transaction contemplated under the Acquisition Proposal.

“Acquisition Proposal” means a non-binding proposal dated as of September 18, 2019 submitted to the board of directors of the Issuer by parties to the Consortium Agreement in connection with an acquisition of the Issuer, as may be amended and/or restated from time to time.

“Affiliate” means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person.

“Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking institutions in the State of New York, the People’s Republic of China, Hong Kong, or the Cayman Islands are authorized or required by law or other governmental action to close.

“Consortium” means the parties to the Consortium Agreement (together with any other Persons that subsequently joined for the purpose of effecting the Acquisition but excluding those that have withdrawn therefrom).

“Consortium Agreement” means the consortium agreement dated as of September 18, 2019 by and among the Seller and other parties named therein, as amended by an amendment No. 1 thereto dated as of January 23, 2020 and as may be amended and/or restated from to time.

“Control” of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Hong Kong Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

“Issuer” means China Biologic Products Holdings, Inc., a Cayman Islands exempted company.

“Ordinary Shares” means ordinary shares, par value of US$0.0001 per share, of the Issuer.

“Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

“Per Share Consideration” means US$120.00.

“Person” or “person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“Purchase Price” means the aggregate amount of US$450,000,000 which equals the product of (a) Per Share Consideration multiplied by (b) the number of Sale Shares.

“PWM IRA” means that certain investor rights agreement, dated as of January 1, 2018, by and between the Issuer and the Seller, as may be amended and/or restated from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer Agent” means Securities Transfer Corporation, or such other transfer agent for Ordinary Shares as may be appointed by the Issuer from time to time.

6.2         Termination.

(a)          This Agreement may be terminated prior to the Closing (i) by mutual written consent of the Seller and the Purchaser; (ii) by either Party if the Closing has not occurred by the earlier of (A) the twentieth (20th) Business Day from the date on which the shareholders of the Seller have duly approved the transactions contemplated hereby at the Seller EGM and (B) the date that is six (6) months from the date hereof; or (iii) automatically without any action of either Party immediately before closing of the Acquisition; provided, that a Party shall not have the right to terminate this Agreement pursuant to the foregoing Section 6.2(a)(ii) if such Party is then in material breach of this Agreement.

(b)           If this Agreement is terminated in accordance with Section 6.2(a), this Agreement shall become void and have no effect, the transactions contemplated hereby shall be abandoned without further action by the Parties and there shall be no liability on the part of any Party; provided that (i) the provisions of Section 6 (Miscellaneous) shall survive the termination of this Agreement; and (ii) such termination shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver or release of any rights, remedies or claims that a Party may have under this Agreement as of such termination.

6.3           Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

6.4           Complete Agreement; Amendments; Waivers. This Agreement and the Letter Agreement constitute the complete agreements between the Parties with respect to the subject matter hereof and thereof and supersede any previous agreement or understanding between them relating hereto and thereto. To the extent any terms of this Agreement conflict with the terms of the Letter Agreement, the terms of the Letter Agreement shall prevail. This Agreement may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

6.5          Expenses. Each Party shall bear its own taxes and expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

6.6          Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

6.7           Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment without the required consent shall be void; provided that prior to the Closing, the Purchaser may assign its rights and obligations hereunder to its Affiliates without the prior written consent of the Seller.

6.8           Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof.

6.9           Dispute Resolution.

(a)           Any dispute, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.9 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)         Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6.9(a), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York.

(c)          The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in this Section 6.9, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

6.10         Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by international courier or by electronic mail to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to the Seller, to:

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East

Hong Kong

Attention: George Chen

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

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

If to the Purchaser, to:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road

Chaoyang District, Beijing

PRC 100125

Attention: Joseph Chow

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

Merits & Tree Law Offices

5th Floor, Raffles City Beijing Office Tower

No.1 Dongzhimen South Street

Dongcheng District, Beijing

PRC 100007

Attention: Youyuan Jin

6.11         Survival. All of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing.

6.12         Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.13         Counterparts. This Agreement may be executed and delivered (including by facsimile or e-mail transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

Exhibit A

Form of Payment Notice

Exhibit 18

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and 2019B Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Purchaser,” and together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 6.1 hereof.

WHEREAS, the Seller is the owner of 5,321,000 Ordinary Shares of the Issuer (as defined below).

WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to 910,167 Ordinary Shares of the Issuer (the “Sale Shares”) at the Purchase Price, all upon the terms and conditions hereinafter set forth.

WHEREAS, in connection with the purchase and sale of the Sale Shares (as defined below) and concurrently with the execution of this Agreement, a letter agreement dated as of the date hereof (the “Letter Agreement”) has been entered into by and between the Seller and the Purchaser.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.            PURCHASE AND SALE

1.1            Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, at the Closing (as defined below), the Sale Shares and all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits attaching to the Sale Shares) for the Purchase Price.

1.2            The Closing.

(a)            The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place within fifteen (15) Business Days after all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by the Parties (the “Closing Date”).

(b)            At the Closing:

(i)            the Seller shall deliver, or cause to be delivered, to the Purchaser:

(A)            a copy of the shareholder statements of the Issuer issued by the Transfer Agent and evidencing the Purchaser has been registered as the sole owner of the Sale Shares as of the Closing Date;

(B)             a copy of the director resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby; and

(ii)           the Purchaser shall deliver, or cause to be delivered, to the Seller:

(A)            immediately available funds in the amount of the Purchase Price by wire transfer into an account designated by the Seller in a written notice delivered to the Purchaser at least fifteen (15) Business Days prior to the Closing Date in substantially the form attached hereto as Exhibit A; and

(B)             a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.

(c)             Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

2.            PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties to the Seller as of the date hereof and the Closing Date:

2.1            Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Purchaser and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the purchase of the Sale Shares, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2            No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein and compliance by the Purchaser with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Purchaser is entitled, or result in the creation or imposition of any tax, Lien (as defined below), limitation or restriction upon any property or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or to which any of the property or assets of the Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Purchaser or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.

2.3            No Consents. Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Purchaser or the performance by the Purchaser of its obligations hereunder or the purchase of the Sale Shares by the Purchaser and the consummation of the transactions contemplated herein.

2.4            Purchase for Investment. The Purchaser has access to such information of the Issuer as shall have been reasonably necessary for the Purchaser to evaluate the merits and risks of the transactions contemplated by this Agreement. The Purchaser is acquiring the Sale Shares for investment for its own account and not with a view toward any resale or distribution thereof except in compliance with the Securities Act. Except in connection with the Acquisition and the Acquisition Proposal (including any direct or indirect equity syndication arranged or to be arranged by the Purchaser in connection therewith), the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person with respect to the Sale Shares. The Purchaser hereby acknowledges that the Sale Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration thereunder or an exemption therefrom, unless in a transaction not subject to the Securities Act.

2.5            Purchaser Status. The Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) is not a U.S. person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

2.6            Sophisticated Investor. The Purchaser has such knowledge and experience in financial and business matters to make an informed decision with respect to the Purchaser’s purchase of the Sale Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Sale Shares pursuant to this Agreement. In connection with such purchase, the Purchaser is not relying on the Seller or any of the Seller’s Affiliates or representatives in any respect in making its decision to make such purchase except for such representations and warranties of the Seller made under Section 3.

2.7            Sufficient Funds. Immediately prior to the Closing, the Purchaser will have sufficient immediately available and legitimate funds to fulfill its obligations under Section 1.2(b)(ii)(A).

3.            SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller makes the following representations and warranties to the Purchaser as of the date hereof and the Closing Date:

3.1            Authority; Binding Effect. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Seller and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the sale of the Sale Shares, have been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

3.2            Ownership and Transfer. The Seller is the sole record and beneficial owner of the Sale Shares, free and clear of any mortgage, lien, pledge, charge, security interest or other encumbrance (collectively, “Liens”) and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Sale Shares), other than the limitations or restrictions set forth in the PWM IRA and the Consortium Agreement. The Seller will transfer and deliver to the Purchaser at the Closing valid, good and marketable title to the Sale Shares free and clear of any Lien and any such limitation or restriction.

3.3            No Conflicts. Other than the approval of the transactions contemplated hereby by shareholders of the Seller at an extraordinary general meeting of the Seller in accordance with requirements of the Hong Kong Listing Rules and the Organizational Documents of the Seller (such extraordinary general meeting of the Seller is referred to as the “Seller EGM”), the execution and delivery of this Agreement and the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Seller is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon the Sale Shares or any property or assets of the Seller, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties.

3.4            Consents; Waivers. Other than any filings that may be required pursuant to applicable securities laws and the approval of the transactions contemplated hereby by shareholders of the Seller at the Seller EGM, (a) no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Seller or the performance by the Seller of its obligations hereunder or the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein; and (b) all consents or waivers that are necessary for the Seller to consummate the transactions contemplated hereby (including each such waiver as may be required pursuant to the Consortium Agreement and/or the PWM IRA) have been obtained and remain valid.

3.5            Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties in Section 2 above, the offer and sale of the Sale Shares under this Agreement are or will be exempt from (a) the registration requirements and prospectus delivery requirements of the Securities Act and (b) the registration or qualification requirements of any other applicable securities laws and regulations.

4.            CONDITIONS PRECEDENT

4.1            The obligations of the Seller to consummate the Closing and under Section 1.2(b)(i) hereof are subject to the satisfaction (or waiver by Seller) of the following conditions:

(a)            All of the representations and warranties of the Purchaser contained in Section 2 shall be true and correct in all material respects (other than the Purchaser’s representations and warranties set forth in Section 2.1 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)            The Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)            Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)            (i) the SC 13E-3 Amendment (as defined in Section 5.2(b) below) has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for twenty (20) days.

(e)            No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Closing.

4.2            The obligations of the Purchaser to consummate the Closing and under Section 1.2(b)(ii) hereof are subject to the satisfaction (or waiver by the Purchaser) of the following conditions:

(a)            All of the representations and warranties of the Seller contained in Section 3 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2 which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date.

(b)            The Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material respects.

(c)             Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)            (i) the SC 13E-3 Amendment has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for twenty (20) days.

(e)             No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Closing.

5.            COVENANTS

5.1            Notification. Each Party to this Agreement will notify the other Party as soon as reasonably practicable (but in any event prior to the Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.

5.2            SEC Filings.

(a)             Each Party agrees, confirms and undertakes that, in connection with the signing of this Agreement and the transactions contemplated hereby, such Party shall promptly file, within the time period required by applicable laws and regulations, the requisite filings with the SEC.

(b)            Without limiting the generality of Section 5.2(a), the Parties agree to cooperate with each other and provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3 under the Exchange Act (the “Rule 13e-3”) and Section 13(d) of the Exchange Act. Each Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the Securities Act or the Exchange Act, including in connection with the submissions contemplated under Rule 13e-3 and in any amendment to the Schedule 13D of the Parties relating to securities of the Issuer. As soon as reasonably practicable following the date hereof, the Parties shall cooperate to jointly prepare and use their respective commercially reasonable efforts to cause to be filed with the SEC and to be disseminated (in accordance with Rule 13e-3(f)) an amendment to the Rule 13e-3 transaction statement on Schedule 13E-3 filed by certain members of the Consortium on February 19, 2020 (as amended on March 30, 2020 and April 24, 2020, the “Original Schedule 13E-3”) in respect of the entering into this Agreement by the Parties and the transactions contemplated hereby (such amendment to the Original Schedule 13E-3 is referred to herein as the “SC 13E-3 Amendment;” and the Original Schedule 13E-3 as amended by the SC 13E-3 Amendment is referred to herein as the “Amended Schedule 13E-3”). Each Party shall (i) promptly notify the other Party upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement, and (ii) use its reasonable best efforts to respond jointly and promptly to any comments of the SEC or its staff with respect to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement. Each Party hereby represents, warrants and undertakes to the other Party that the information provided by such Party for inclusion in the Amended Schedule 13E-3, at each time it is filed with the SEC, will not contain any untrue statement of a material fact or omit to state any material fact with respect to such Party as required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which such Amended Schedule 13E-3is made, not false or misleading, except to the extent that the information in the Amended Schedule 13E-3 is amended or superseded by a later version thereof.

5.3            Seller’s Covenant. In connection with the conditions precedent set out in Sections 4.1(c) and 4.2(c):

(a)             the Seller shall: (i) prepare, finalize and post a circular to its shareholders and/or such other announcements, documents, notices and communications as may be required by the Hong Kong Listing Rules and the Organizational Documents of the Seller (collectively, the “Required Shareholder Communication”), in each case, subject to clearance of the same (if required) by The Stock Exchange of Hong Kong Limited, as soon as practicable, which shall, amongst other things, convene the Seller EGM to consider resolutions to be passed by the relevant shareholders for the purposes set out in Sections 4.1(c) and 4.2(c); and (ii) hold such Seller EGM as soon as commercially practicable;

(b)            the Seller undertakes to provide the Purchaser (or advisers nominated by the Purchaser) with draft copies of the Required Shareholder Communication to be sent to the Seller’s shareholders at such time as will allow the Purchaser a reasonable opportunity to provide comments on such draft copies of Required Shareholder Communication before they are finalized and dispatched or released; and

(c)             subject to the requirements under the Hong Kong Listing Rules and the Organizational Documents of the Seller, the Seller undertakes and agrees to consider any reasonable comments provided by the Purchaser pursuant to Section 5.3(b) above.

6.            MISCELLANEOUS

6.1            Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1:

“Acquisition” means that certain acquisition transaction contemplated under the Acquisition Proposal.

“Acquisition Proposal” means a non-binding proposal dated as of September 18, 2019 submitted to the board of directors of the Issuer by parties to the Consortium Agreement in connection with an acquisition of the Issuer, as may be amended and/or restated from time to time.

“Affiliate” means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person.

“Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking institutions in the State of New York, the People’s Republic of China, Hong Kong, or the Cayman Islands are authorized or required by law or other governmental action to close.

“Consortium” means the parties to the Consortium Agreement (together with any other Persons that subsequently joined for the purpose of effecting the Acquisition but excluding those that have withdrawn therefrom).

“Consortium Agreement” means the consortium agreement dated as of September 18, 2019 by and among the Seller and other parties named therein, as amended by an amendment No. 1 thereto dated as of January 23, 2020 and as may be amended and/or restated from to time.

“Control” of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Hong Kong Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

“Issuer” means China Biologic Products Holdings, Inc., a Cayman Islands exempted company.

“Ordinary Shares” means ordinary shares, par value of US$0.0001 per share, of the Issuer.

“Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

“Per Share Consideration” means US$120.00.

“Person” or “person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“Purchase Price” means the aggregate amount of US$109,220,040 which equals the product of (a) Per Share Consideration multiplied by (b) the number of Sale Shares.

“PWM IRA” means that certain investor rights agreement, dated as of January 1, 2018, by and between the Issuer and the Seller, as may be amended and/or restated from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer Agent” means Securities Transfer Corporation, or such other transfer agent for Ordinary Shares as may be appointed by the Issuer from time to time.

6.2            Termination.

(a)            This Agreement may be terminated prior to the Closing (i) by mutual written consent of the Seller and the Purchaser; (ii) by either Party if the Closing has not occurred by the earlier of (A) the twentieth (20th) Business Day from the date on which the shareholders of the Seller have duly approved the transactions contemplated hereby at the Seller EGM and (B) the date that is six (6) months from the date hereof; or (iii) automatically without any action of either Party immediately before closing of the Acquisition; provided, that a Party shall not have the right to terminate this Agreement pursuant to the foregoing Section 6.2(a)(ii) if such Party is then in material breach of this Agreement.

(b)            If this Agreement is terminated in accordance with Section 6.2(a), this Agreement shall become void and have no effect, the transactions contemplated hereby shall be abandoned without further action by the Parties and there shall be no liability on the part of any Party; provided that (i) the provisions of Section 6 (Miscellaneous) shall survive the termination of this Agreement; and (ii) such termination shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver or release of any rights, remedies or claims that a Party may have under this Agreement as of such termination.

6.3            Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

6.4            Complete Agreement; Amendments; Waivers. This Agreement and the Letter Agreement constitute the complete agreements between the Parties with respect to the subject matter hereof and thereof and supersede any previous agreement or understanding between them relating hereto and thereto. To the extent any terms of this Agreement conflict with the terms of the Letter Agreement, the terms of the Letter Agreement shall prevail. This Agreement may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

6.5            Expenses. Each Party shall bear its own taxes and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the purchase and sale of the Sale Shares contemplated hereby.

6.6            Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

6.7            Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment without the required consent shall be void; provided that prior to the Closing, the Purchaser may assign its rights and obligations hereunder to its Affiliates without the prior written consent of the Seller.

6.8            Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof.

6.9            Dispute Resolution.

(a)            Any dispute, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.9 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)            Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6.9(a), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York.

(c)            The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in this Section 6.9, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

6.10          Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by international courier or by electronic mail to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

6.11          Survival. All of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing.

6.12          Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.13          Counterparts. This Agreement may be executed and delivered (including by facsimile or e-mail transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

Exhibit A

Form of Payment Notice

Exhibit 19

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, dated as of October 26, 2020 (this “Agreement”), by and among PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser,” and together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 6.1 hereof.

WHEREAS, the Seller is the owner of 5,321,000 Ordinary Shares of the Issuer (as defined below).

WHEREAS, the Purchaser is a special purpose vehicle Controlled by Mr. Joseph Chow (the chairman and chief executive officer of the Issuer) and formed for the purpose of acquiring the Sale Shares (as defined below).

WHEREAS, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest in and pertaining to that certain Ordinary Shares of the Issuer at the applicable Purchase Price, all upon the terms and conditions hereinafter set forth.

WHEREAS, as of the date hereof, the Seller has agreed to sell to one or more purchasers (other than the Purchaser) an aggregate of 4,660,167 Ordinary Shares, of which 910,167 Ordinary Shares (such 910,167 Ordinary Shares are collectively referred to as the “Other Sale Shares”) will be sold to a purchaser not Affiliated with the Purchaser pursuant to that certain share purchase agreement dated on or about the date hereof (the “Other Share Purchase Agreement,” and the selling of Other Sale Shares by the Seller contemplated thereunder is referred to as the “Other Sale Transaction”).

WHEREAS, in connection with the purchase and sale of the Sale Shares (as defined below) and concurrently with the execution of this Agreement, a letter agreement dated as of the date hereof (the “Letter Agreement”) has been entered into by and among the Seller, the Purchaser and the other party named therein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1.            PURCHASE AND SALE

1.1           Purchase and Sale.

(a)           Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, at the Initial Closing (as defined below), 660,833 Ordinary Shares (subject to adjustment pursuant to Section 1.1(a)(i) below, the “Initial Sale Shares”) and all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits attaching to the Initial Sale Shares); provided that:

(i)             if the Other Share Purchase Agreement is terminated before the Seller’s delivery of Payment Notice pursuant to Section 1.3(b)(ii)(A) below, the number of Initial Sale Shares shall be automatically increased to include the number of Other Sale Shares so that the Initial Sale Shares shall refer to an aggregate of 1,571,000 Ordinary Shares; or

(ii)            if (A) the Other Share Purchase Agreement is terminated after the Seller’s delivery of Payment Notice pursuant to Section 1.3(b)(ii)(A) below or (B) the Other Sale Transaction has not consummated with respect to all of the Other Sale Shares (the Other Sale Shares that are not sold by the Seller under the Other Share Purchase Agreement are collectively referred to as the “Additional Sale Shares”) as of the Initial Closing Date (each such event described in the foregoing sub-sections (A) and (B) is referred to as a “Post-Notice Termination”), the Purchaser shall, in addition to (and not in lieu of) purchasing the Initial Sale Shares at the Initial Closing, purchase from the Seller, at the Additional Closing (as defined below), all of the Additional Sale Shares and all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits attaching to the Additional Sale Shares). The Seller shall promptly notify the Purchaser upon the occurrence of any Post-Notice Termination.

(b)           Each of the Initial Sale Shares and the Additional Sale Shares is referred to as a “Sale Share.” Without prejudice to Section 1.1(a) and for the avoidance of doubt, the aggregate of Sale Shares that the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller pursuant to this Agreement shall not exceed 1,571,000 Ordinary Shares.

1.2           Purchase Price. The aggregate purchase price for all Initial Sale Shares shall be the Initial Purchase Price, and the aggregate purchase price for all Additional Sale Shares shall be the Additional Purchase Price, in each case representing a purchase price for each Sale Share equal to the Per Share Consideration.

1.3           The Initial Closing.

(a)           The closing of the purchase and sale of the Initial Sale Shares (the “Initial Closing”) shall take place within fifteen (15) Business Days after all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver of such conditions at the Initial Closing) or such other date as may be agreed by the Parties (the “Initial Closing Date”).

(b)           At the Initial Closing:

(i)            the Seller shall deliver, or cause to be delivered, to the Purchaser:

(A)            a copy of the shareholder statements of the Issuer issued by the Transfer Agent and evidencing the Purchaser has been registered as the sole owner of the Initial Sale Shares as of the Initial Closing Date;

(B)            a copy of the director resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby; and

(ii)            the Purchaser shall deliver, or cause to be delivered, to the Seller:

(A)            immediately available funds in the amount of the Initial Purchase Price by wire transfer into an account designated by the Seller in a written notice (each a “Payment Notice”) delivered to the Purchaser at least fifteen (15) Business Days prior to the Initial Closing Date in substantially the form attached hereto as Exhibit A; and

(B)            a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.

1.4           The Additional Closing.

(a)           The closing of the purchase and sale of the Additional Sale Shares (the “Additional Closing,” and together with the Initial Closing, each a “Closing”) shall take place within ten (10) Business Days after the Initial Closing Date or such other date as may be agreed by the Parties (the “Additional Closing Date”).

(b)            At the Additional Closing:

(i)             the Seller shall deliver, or cause to be delivered, to the Purchaser a copy of the shareholder statements of the Issuer issued by the Transfer Agent and evidencing the Purchaser has been registered as the sole owner of the Additional Sale Shares as of the Additional Closing Date; and

(ii)            the Purchaser shall deliver, or cause to be delivered, to the Seller immediately available funds in the amount of the Additional Purchase Price by wire transfer into an account designated by the Seller in a Payment Notice delivered to the Purchaser at least eight (8) Business Days prior to the Additional Closing Date in substantially the form attached hereto as Exhibit A.

1.5           Simultaneous Closing Actions. Unless otherwise agreed by the Seller and the Purchaser, with respect to each Closing, all actions at such Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at such Closing have been made.

2.            PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser makes the following representations and warranties to the Seller as of the date hereof and the Initial Closing Date:

2.1           Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Purchaser and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the purchase of the Sale Shares, have been taken prior to the Initial Closing. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2           No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein and compliance by the Purchaser with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Purchaser is entitled, or result in the creation or imposition of any tax, Lien (as defined below), limitation or restriction upon any property or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or to which any of the property or assets of the Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Purchaser or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.

2.3           No Consents. Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Purchaser or the performance by the Purchaser of its obligations hereunder or the purchase of the Sale Shares by the Purchaser and the consummation of the transactions contemplated herein.

2.4           Purchase for Investment. The Purchaser has access to such information of the Issuer as shall have been reasonably necessary for the Purchaser to evaluate the merits and risks of the transactions contemplated by this Agreement. The Purchaser is acquiring the Sale Shares for investment for its own account and not with a view toward any resale or distribution thereof except in compliance with the Securities Act. Except in connection with the Acquisition and the Acquisition Proposal (including any direct or indirect equity syndication arranged or to be arranged by the Purchaser in connection therewith), the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any person with respect to the Sale Shares. The Purchaser hereby acknowledges that the Sale Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration thereunder or an exemption therefrom, unless in a transaction not subject to the Securities Act.

2.5           Purchaser Status. The Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) is not a U.S. person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

2.6           Sophisticated Investor. The Purchaser has such knowledge and experience in financial and business matters to make an informed decision with respect to the Purchaser’s purchase of the Sale Shares. The Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to purchase the Sale Shares pursuant to this Agreement. In connection with such purchase, the Purchaser is not relying on the Seller or any of the Seller’s Affiliates or representatives in any respect in making its decision to make such purchase except for such representations and warranties of the Seller made under Section 3.

2.7           Sufficient Funds. Immediately prior to the Initial Closing, the Purchaser will have sufficient immediately available and legitimate funds to fulfill its obligations under Section 1.3(b)(ii)(A).

3.            SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller makes the following representations and warranties to the Purchaser as of the date hereof and the Initial Closing Date:

3.1           Authority; Binding Effect. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All corporate action on the part of the Seller and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including the sale of the Sale Shares, have been taken prior to the Initial Closing. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

3.2           Ownership and Transfer. The Seller is the sole record and beneficial owner of the Sale Shares, free and clear of any mortgage, lien, pledge, charge, security interest or other encumbrance (collectively, “Liens”) and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Sale Shares), other than the limitations or restrictions set forth in the PWM IRA and the Consortium Agreement. The Seller will transfer and deliver to the Purchaser at the applicable Closing valid, good and marketable title to the applicable Sale Shares free and clear of any Lien and any such limitation or restriction.

3.3           No Conflicts. Other than the approval of the transactions contemplated hereby by shareholders of the Seller at an extraordinary general meeting of the Seller in accordance with requirements of the Hong Kong Listing Rules and the Organizational Documents of the Seller (such extraordinary general meeting of the Seller is referred to as the “Seller EGM”), the execution and delivery of this Agreement and the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which the Seller is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon the Sale Shares or any property or assets of the Seller, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties.

3.4           Consents; Waivers. Other than any filings that may be required pursuant to applicable securities laws and the approval of the transactions contemplated hereby by shareholders of the Seller at the Seller EGM, (a) no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Seller or the performance by the Seller of its obligations hereunder or the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated herein; and (b) all consents or waivers that are necessary for the Seller to consummate the transactions contemplated hereby (including each such waiver as may be required pursuant to the Consortium Agreement and/or the PWM IRA) have been obtained and remain valid.

3.5           Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties in Section 2 above, the offer and sale of the Sale Shares under this Agreement are or will be exempt from (a) the registration requirements and prospectus delivery requirements of the Securities Act and (b) the registration or qualification requirements of any other applicable securities laws and regulations.

4.            CONDITIONS PRECEDENT

4.1           The obligations of the Seller to consummate the Initial Closing and under Section 1.3(b)(i) hereof are subject to the satisfaction (or waiver by Seller) of the following conditions:

(a)           All of the representations and warranties of the Purchaser contained in Section 2 shall be true and correct in all material respects (other than the Purchaser’s representations and warranties set forth in Section 2.1 which shall be true and correct in all respects) on and as of the date hereof and on the Initial Closing Date.

(b)           The Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Initial Closing) in all material respects.

(c)           Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)           (i) The SC 13E-3 Amendment (as defined in Section 5.2(b) below) has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for no less than twenty (20) days.

(e)           No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Initial Closing.

4.2           The obligations of the Purchaser to consummate the Initial Closing and under Section 1.3(b)(ii) hereof are subject to the satisfaction (or waiver by the Purchaser) of the following conditions:

(a)           All of the representations and warranties of the Seller contained in Section 3 shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2 which shall be true and correct in all respects) on and as of the date hereof and on the Initial Closing Date.

(b)           The Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Initial Closing) in all material respects.

(c)           Shareholders of the Seller shall have duly approved the transactions contemplated hereby at the Seller EGM.

(d)           (i) The SC 13E-3 Amendment has been first filed with the SEC for no less than thirty (30) days, and (ii) such SC 13E-3 Amendment has been disseminated in accordance with Rule 13e-3(f) under the Exchange Act for no less than twenty (20) days.

(e)           No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court (including without limitation the SEC), domestic or foreign, shall prohibit the consummation of the Initial Closing.

5.            COVENANTS

5.1           Notification. Each Party to this Agreement will notify the other Party as soon as reasonably practicable (but in any event prior to the Initial Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.

5.2           SEC Filings.

(a)           Each Party agrees, confirms and undertakes that, in connection with the signing of this Agreement and the transactions contemplated hereby, such Party shall promptly file, within the time period required by applicable laws and regulations, the requisite filings with the SEC.

(b)           Without limiting the generality of Section 5.2(a), the Parties agree to cooperate with each other and provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3 under the Exchange Act (the “Rule 13e-3”) and Section 13(d) of the Exchange Act. Each Party may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the Securities Act or the Exchange Act, including in connection with the submissions contemplated under Rule 13e-3 and in any amendment to the Schedule 13D of the Parties relating to securities of the Issuer. As soon as reasonably practicable following the date hereof, the Parties shall cooperate to jointly prepare and use their respective commercially reasonable efforts to cause to be filed with the SEC and to be disseminated (in accordance with Rule 13e-3(f)) an amendment to the Rule 13e-3 transaction statement on Schedule 13E-3 filed by certain members of the Consortium on February 19, 2020 (as amended on March 30, 2020 and April 24, 2020, the “Original Schedule 13E-3”) in respect of the entering into this Agreement by the Parties and the transactions contemplated hereby (such amendment to the Original Schedule 13E-3 is referred to herein as the “SC 13E-3 Amendment;” and the Original Schedule 13E-3 as amended by the SC 13E-3 Amendment is referred to herein as the “Amended Schedule 13E-3”). Each Party shall (i) promptly notify the other Party upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement, and (ii) use its reasonable best efforts to respond jointly and promptly to any comments of the SEC or its staff with respect to the Amended Schedule 13E-3 in connection with the transactions contemplated by this Agreement. Each Party hereby represents, warrants and undertakes to the other Party that the information provided by such Party for inclusion in the Amended Schedule 13E-3, at each time it is filed with the SEC, will not contain any untrue statement of a material fact or omit to state any material fact with respect to such Party as required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which such Amended Schedule 13E-3is made, not false or misleading, except to the extent that the information in the Amended Schedule 13E-3 is amended or superseded by a later version thereof.

5.3           Seller’s Covenant. In connection with the conditions precedent set out in Sections 4.1(c) and 4.2(c):

(a)           the Seller shall: (i) prepare, finalize and post a circular to its shareholders and/or such other announcements, documents, notices and communications as may be required by the Hong Kong Listing Rules and the Organizational Documents of the Seller (collectively, the “Required Shareholder Communication”), in each case, subject to clearance of the same (if required) by The Stock Exchange of Hong Kong Limited, as soon as practicable, which shall, amongst other things, convene the Seller EGM to consider resolutions to be passed by the relevant shareholders for the purposes set out in Sections 4.1(c) and 4.2(c); and (ii) hold such Seller EGM as soon as commercially practicable;

(b)           the Seller undertakes to provide the Purchaser (or advisers nominated by the Purchaser) with draft copies of the Required Shareholder Communication to be sent to the Seller’s shareholders at such time as will allow the Purchaser a reasonable opportunity to provide comments on such draft copies of Required Shareholder Communication before they are finalized and dispatched or released; and

(c)           subject to the requirements under the Hong Kong Listing Rules and the Organizational Documents of the Seller, the Seller undertakes and agrees to consider any reasonable comments provided by the Purchaser pursuant to Section 5.3(b) above.

6.            MISCELLANEOUS

6.1           Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1:

“Acquisition” means that certain acquisition transaction contemplated under the Acquisition Proposal.

“Acquisition Proposal” means a non-binding proposal dated as of September 18, 2019 submitted to the board of directors of the Issuer by parties to the Consortium Agreement in connection with an acquisition of the Issuer, as may be amended and/or restated from time to time.

“Additional Purchase Price” means the aggregate amount equal to the product of (a) Per Share Consideration multiplied by (b) the number of Additional Sale Shares.

“Affiliate” means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person.

“Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking institutions in the State of New York, the People’s Republic of China, Hong Kong, or the Cayman Islands are authorized or required by law or other governmental action to close.

“Consortium” means the parties to the Consortium Agreement (together with any other Persons that subsequently joined for the purpose of effecting the Acquisition but excluding those that have withdrawn therefrom).

“Consortium Agreement” means the consortium agreement dated as of September 18, 2019 by and among the Seller and other parties named therein, as amended by an amendment No. 1 thereto dated as of January 23, 2020 and as may be amended and/or restated from to time.

“Control” of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Hong Kong Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

“Initial Purchase Price” means the aggregate amount equal to the product of (a) Per Share Consideration multiplied by (b) the number of Initial Sale Shares.

“Issuer” means China Biologic Products Holdings, Inc., a Cayman Islands exempted company.

“Ordinary Shares” means ordinary shares, par value of US$0.0001 per share, of the Issuer.

“Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

“Per Share Consideration” means US$120.00.

“Person” or “person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“Purchase Price” means Initial Purchase Price or the Additional Purchase Price, as applicable.

“PWM IRA” means that certain investor rights agreement, dated as of January 1, 2018, by and between the Issuer and the Seller, as may be amended and/or restated from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer Agent” means Securities Transfer Corporation, or such other transfer agent for Ordinary Shares as may be appointed by the Issuer from time to time.

6.2            Termination.

(a)           This Agreement may be terminated prior to the Initial Closing (i) by mutual written consent of the Seller and the Purchaser; (ii) by either Party if the Initial Closing has not occurred by the earlier of (A) the twentieth (20th) Business Day from the date on which the shareholders of the Seller have duly approved the transactions contemplated hereby at the Seller EGM and (B) the date that is six (6) months from the date hereof; or (iii) automatically without any action of either Party immediately before closing of the Acquisition; provided, that a Party shall not have the right to terminate this Agreement pursuant to the foregoing Section 6.2(a)(ii) if such Party is then in material breach of this Agreement.

(b)           If this Agreement is terminated in accordance with Section 6.2(a), this Agreement shall become void and have no effect, the transactions contemplated hereby shall be abandoned without further action by the Parties and there shall be no liability on the part of any Party; provided that (i) the provisions of Section 6 (Miscellaneous) shall survive the termination of this Agreement; and (ii) such termination shall not release any Party from any liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver or release of any rights, remedies or claims that a Party may have under this Agreement as of such termination.

6.3           Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

6.4           Complete Agreement; Amendments; Waivers. This Agreement and the Letter Agreement constitute the complete agreements between the Parties with respect to the subject matter hereof and thereof and supersede any previous agreement or understanding between them relating hereto and thereto. To the extent any terms of this Agreement conflict with the terms of the Letter Agreement, the terms of the Letter Agreement shall prevail. This Agreement may not be modified, altered or amended except as provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

6.5           Expenses. Each Party shall bear its own taxes and expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

6.6           Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

6.7           Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment without the required consent shall be void; provided that prior to the Initial Closing, the Purchaser may assign its rights and obligations hereunder to its Affiliates without the prior written consent of the Seller.

6.8           Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof.

6.9           Dispute Resolution.

(a)           Any dispute, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.9 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)           Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6.9(a), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York.

(c)           The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party to this Agreement (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in this Section 6.9, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

6.10         Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by international courier or by electronic mail to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to the Seller, to:

PW Medtech Group Limited 

Level 54, Hopewell Centre 

183 Queen’s Road East 

Hong Kong 

Attention: George Chen

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

PW Medtech Group Limited 

Building 1, No. 23 Panlong West Road 

Pinggu District, Beijing 

PRC 101204 

Attention: George Chen

Wilson Sonsini Goodrich & Rosati 

Suite 1509, 15/F, Jardine House 

1 Connaught Place, Central 

Hong Kong 

Attention: Weiheng Chen

If to the Purchaser, to:

18 F, Jialong International Tower 

No. 19, Chaoyang Park Road 

Chaoyang District, Beijing 

PRC 100125 

Attention: Joseph Chow

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

Merits & Tree Law Offices 

5th Floor, Raffles City Beijing Office Tower 

No.1 Dongzhimen South Street 

Dongcheng District, Beijing 

PRC 100007 

Attention: Youyuan Jin

6.11         Survival. All of the representations, warranties, covenants and agreements of the Parties in this Agreement shall survive each Closing.

6.12         Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.13         Counterparts. This Agreement may be executed and delivered (including by facsimile or e-mail transmission) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the day and year first above written.

[Signature Page to Share Purchase Agreement]

Exhibit A

Form of Payment Notice

Exhibit 20

ASSIGNMENT AND AMENDMENT AGREEMENT

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Assignment”) is made and entered into as of October 26, 2020, by and among China Biologic Products Holdings, Inc., a Cayman Islands exempted company (the “Company”), PW Medtech Group Limited, a Cayman Islands exempted company (the “Assignor”) and Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Assignee”).

WHEREAS, the Company and the Assignor are parties to that certain Investor Rights Agreement dated as of January 1, 2018 (the “IRA”);

WHEREAS, the Assignor and the Assignee are parties to that certain share purchase agreement, dated as of October 26, 2020 (as may be amended and/or restated from time to time, the “SPA”) with respect to the sale by the Assignor to the Assignee of 3,750,000 ordinary shares of the Company, par value of US$0.0001 per share (collectively, the “Sale Shares”); and

WHEREAS, (a) the Assignor desires to assign, transfer, convey and deliver to the Assignee the Assignor’s rights, obligations and covenants under the IRA (as amended by this Assignment) with respect to the Sale Shares, and the Assignee desires to assume from the Assignor such interests, rights and obligations, in each case with effect from the closing of the transactions contemplated by the SPA (the “SPA Closing”) and in accordance with the terms and conditions of this Agreement; and (b) in connection with the foregoing assignment, the Company and the Assignor desire to amend the IRA pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Amendments to IRA. As between the Company and the Assignee, the following amendments shall be made to the IRA which shall become effective upon and immediately following the IRA Assignment (as defined below):

(a)       Paragraph A in the Recitals of the IRA shall be deleted and replaced in its entirety with the following:

“A.            The Company and PW Medtech Group Limited (a Cayman Islands exempted company) (“PWM”) entered into a share exchange agreement, dated as of October 12, 2017 (as amended by the amendment no.1 to share exchange agreement dated as of December 29, 2017, the “Share Exchange Agreement”), pursuant to which, among other things, the Company issued and delivered to PWM certain Ordinary Shares; and”

(b)      The definition of “Closing” in Section 1.1 of the IRA shall be deleted and replaced in its entirety with the following definition:

““Closing” means the issuance of 5,521,000 Ordinary Shares by the Company to PWM on January 1, 2018 pursuant to the Share Exchange Agreement.”

(c)       The definition of “Registrable Securities” in Section 1.1 of the IRA shall be deleted and replaced in its entirety with the following definition:

““Registrable Securities” means all of the Ordinary Shares issued to PWM pursuant to the Share Exchange Agreement; provided that any such Ordinary Shares shall cease to be Registrable Securities if (i) they have been registered and sold pursuant to an effective Registration Statement, (ii) they have been transferred by a Holder in a transaction in which the Holder’s rights under this Agreement are not, or cannot be, assigned, (iii) they may be sold pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale or (iv) they have ceased to be outstanding.”

2.            Assignment. Subject to and with effect from the SPA Closing, the Assignor hereby absolutely and irrevocably assigns all the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment) to the Assignee, and the Assignee hereby accepts the foregoing assignment and fully assumes the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment). The assignment of the IRA pursuant to the foregoing sentence of this Section 2 is referred to as the “IRA Assignment.” The Company hereby consents to the IRA Assignment pursuant to Section 8.5 (Successors and Assigns) of the IRA.

3.            Acknowledgements. The Company and the Assignee hereby acknowledge and agree that (a) the Sale Shares shall remain as Registrable Securities under the IRA (as amended by this Assignment) upon the IRA Assignment and immediately following the SPA Closing, and, for the avoidance of doubt, the Assignee shall not have any registration rights under Section 2 (Registration Rights) of the IRA by virtue of this Assignment with respect to any Ordinary Shares (as defined under the IRA) other than the Sale Shares; and (b) with effect from the IRA Assignment, the Assignee shall be deemed as a “Party” and an “Investor” under the IRA for all purposes with respect to and in connection with the Sale Shares.

4.             Director Resignation. The Assignor shall cause Ms. Yue’e Zhang or any other person designated by it as an Investor Director under Section 3 (Board Representation) of the IRA to resign as a director of the Company, effective from the SPA Closing.

5.            No Further Amendment. The parties hereto agree that all other provisions of the IRA shall, subject to Section 1 of this Assignment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties to the IRA in accordance with their terms. This Assignment forms an integral and inseparable part of the IRA.

6.            Notices. All notices and other communications under this Assignment shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the parties hereto at the following addresses (or to such other address as a party hereto may have specified by notice given to the other party hereto pursuant to this provision):

If to the Company, to:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road

Chaoyang District, Beijing

PRC 100125

Attention: Ming Yang

If to the Assignor, to:

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East, Hong Kong

Attention: George Chen

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

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

If to the Assignee:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road

Chaoyang District, Beijing

PRC 100125

Attention: Joseph Chow

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

Merits & Tree Law Offices

5th Floor, Raffles City Beijing Office Tower

No.1 Dongzhimen South Street

Dongcheng District, Beijing

PRC 100007

Attention: Youyuan Jin

7.            Binding Effect; Assignment. This Assignment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in this Assignment shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Assignment. No assignment of this Assignment or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.

8.            Other Miscellaneous Provisions. The provisions in Section 8 (other than Section 8.4 (Notices)) of the IRA shall be incorporated herein by reference and shall apply as if set forth in full herein, mutatis mutandis.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

Exhibit 21

ASSIGNMENT AND AMENDMENT AGREEMENT

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Assignment”) is made and entered into as of October 26, 2020, by and among China Biologic Products Holdings, Inc., a Cayman Islands exempted company (the “Company”), PW Medtech Group Limited, a Cayman Islands exempted company (the “Assignor”) and Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Assignee”).

WHEREAS, the Company and the Assignor are parties to that certain Investor Rights Agreement dated as of January 1, 2018 (the “IRA”);

WHEREAS, the Assignor and the Assignee are parties to that certain share purchase agreement, dated as of October 26, 2020 (as may be amended and/or restated from time to time, the “SPA”) with respect to the sale by the Assignor to the Assignee of not less than 660,833 ordinary shares of the Company, par value of US$0.0001 per share (each an “Ordinary Share”) and not more than 1,571,000 Ordinary Shares (such Ordinary Shares actually purchased by the Assignee pursuant to the SPA are collectively referred to as the “Sale Shares”); and

WHEREAS, (a) the Assignor desires to assign, transfer, convey and deliver to the Assignee the Assignor’s rights, obligations and covenants under the IRA (as amended by this Assignment) with respect to the Sale Shares, and the Assignee desires to assume from the Assignor such interests, rights and obligations, in each case with effect from the closing of the transactions contemplated by the SPA (the “SPA Closing”) and in accordance with the terms and conditions of this Agreement; and (b) in connection with the foregoing assignment, the Company and the Assignor desire to amend the IRA pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Amendments to IRA. As between the Company and the Assignee, the following amendments shall be made to the IRA which shall become effective upon and immediately following the IRA Assignment (as defined below):

(a)       Paragraph A in the Recitals of the IRA shall be deleted and replaced in its entirety with the following:

“A. The Company and PW Medtech Group Limited (a Cayman Islands exempted company) (“PWM”) entered into a share exchange agreement, dated as of October 12, 2017 (as amended by the amendment no.1 to share exchange agreement dated as of December 29, 2017, the “Share Exchange Agreement”), pursuant to which, among other things, the Company issued and delivered to PWM certain Ordinary Shares; and”

(b)       The definition of “Closing” in Section 1.1 of the IRA shall be deleted and replaced in its entirety with the following definition:

““Closing” means the issuance of 5,521,000 Ordinary Shares by the Company to PWM on January 1, 2018 pursuant to the Share Exchange Agreement.”

(c)       The definition of “Registrable Securities” in Section 1.1 of the IRA shall be deleted and replaced in its entirety with the following definition:

““Registrable Securities” means all of the Ordinary Shares issued to PWM pursuant to the Share Exchange Agreement; provided that any such Ordinary Shares shall cease to be Registrable Securities if (i) they have been registered and sold pursuant to an effective Registration Statement, (ii) they have been transferred by a Holder in a transaction in which the Holder’s rights under this Agreement are not, or cannot be, assigned, (iii) they may be sold pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale or (iv) they have ceased to be outstanding.”

2.            Assignment. Subject to and with effect from the SPA Closing, the Assignor hereby absolutely and irrevocably assigns all the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment) (other than Section 3 (Board Representation) of the IRA) to the Assignee, and the Assignee hereby accepts the foregoing assignment and fully assumes the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment) (other than Section 3 (Board Representation) of the IRA). The assignment of the IRA pursuant to the foregoing sentence of this Section 2 is referred to as the “IRA Assignment.” For the avoidance of doubt, the Assignee shall not have any rights under Section 3 (Board Representation) of the IRA. The Company hereby consents to the IRA Assignment pursuant to Section 8.5 (Successors and Assigns) of the IRA.

3.            Acknowledgements. The Company and the Assignee hereby acknowledge and agree that (a) the Sale Shares shall remain as Registrable Securities under the IRA (as amended by this Assignment) upon the IRA Assignment and immediately following the SPA Closing, and, for the avoidance of doubt, the Assignee shall not have any registration rights under Section 2 (Registration Rights) of the IRA by virtue of this Assignment with respect to any Ordinary Shares other than the Sale Shares; and (b) with effect from the IRA Assignment, the Assignee shall be deemed as a “Party” and an “Investor” under the IRA for all purposes with respect to and in connection with the Sale Shares (other than Section 3 (Board Representation) of the IRA).

4.            No Further Amendment. The parties hereto agree that all other provisions of the IRA shall, subject to Section 1 of this Assignment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties to the IRA in accordance with their terms. This Assignment forms an integral and inseparable part of the IRA.

5.            Notices. All notices and other communications under this Assignment shall be in writing and shall be deemed given when delivered personally, by international courier or by electronic mail to the parties hereto at the following addresses (or to such other address as a party hereto may have specified by notice given to the other party hereto pursuant to this provision):

If to the Company, to:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road

Chaoyang District, Beijing

PRC 100125

Attention: Ming Yang

If to the Assignor, to:

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East, Hong Kong

Attention: George Chen

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

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

If to the Assignee:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road

Chaoyang District, Beijing

PRC 100125

Attention: Joseph Chow

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

Merits & Tree Law Offices

5th Floor, Raffles City Beijing Office Tower

No.1 Dongzhimen South Street

Dongcheng District, Beijing

PRC 100007

Attention: Youyuan Jin

6.            Binding Effect; Assignment. This Assignment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in this Assignment shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Assignment. No assignment of this Assignment or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.

7.            Other Miscellaneous Provisions. The provisions in Section 8 (other than Section 8.4 (Notices)) of the IRA shall be incorporated herein by reference and shall apply as if set forth in full herein, mutatis mutandis.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed this Assignment as of the day and year first above written.

[Signature Page to Assignment and Amendment Agreement]

Exhibit 22

LETTER AGREEMENT

October 26, 2020

Biomedical Treasure Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

CPEChina Fund III, L.P.

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BTL”) and CPEChina Fund III, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“CPE,” and together with PWM and BTL, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”), parties to the Consortium Agreement (including other parties that subsequently join thereto from time to time but excluding those that withdraw therefrom from time to time, the “Consortium”) have submitted a preliminary non-binding proposal, dated as of September 18, 2019, to acquire all of the Ordinary Shares that are not already beneficially owned by members of the Consortium and their respective affiliates (the “Take Private Transaction”); (b) on the date hereof, BTL is joining the Consortium and becoming a party to the Consortium Agreement; (c) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; (d) concurrently with the execution and delivery of the Merger Agreement, BTL will provide a limited guarantee (the “SPV LG”) to the Issuer guaranteeing the payment of a portion of the termination fee and certain other amounts payable to the Issuer by Parent pursuant to the terms of the Merger Agreement (such termination fee and other amounts payable by Parent to the Issuer are collectively referred to as the “Parent Fee”); (e) concurrently with the execution and delivery of the SPV LG, CPE will enter into a letter agreement with BTL (the “CPE ECL”) committing to purchase or cause to be purchased certain equity interests of BTL, for the purpose of, among other matters, funding BTL’s obligations under the SPV LG; and (f) on the date hereof PWM and BTL are entering into that certain share purchase agreement dated as of the date hereof (the “BTL SPA”), pursuant to which PWM will sell 3,750,000 Ordinary Shares held by it (the “Sale Shares”) to BTL. In consideration of the foregoing and as a condition and inducement to (1) the willingness of each of PWM and BTL to enter into the BTL SPA, (2) BTL’s willingness to enter into the SPV LG, and (3) CPE’s willingness to enter into the CPE ECL, the Parties are entering into this Letter Agreement concurrently with the execution and delivery of the BTL SPA. Unless otherwise defined herein (including Schedule A hereto), capitalized terms used herein shall have the meanings assigned to them in the BTL SPA.

1.             Rollover of Sale Shares. PWM hereby absolutely and irrevocably agrees and undertakes to BTL that, from the date hereof until the earliest of (i) the closing of the transactions contemplated in the BTL SPA (the “BTL SPA Closing”), (ii) the valid termination of the BTL SPA in accordance with its terms, (iii) the closing of the Take Private Transaction pursuant to the Merger Agreement (the “Merger Closing”), and (iv) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares (each as defined in Schedule A hereto)) is less than US$120, it shall:

(a)           not, directly or indirectly, contribute, or permit the contribution of, any of the Sale Shares held by it to Parent or its Affiliates in connection with the Merger Closing, or undertake any similar transaction, whether pursuant to the terms of the Consortium Agreement, in connection with the Take Private Transaction or otherwise; and

(b)          take all actions necessary (including entering into such agreements with members of the Consortium or obtaining such consents or waivers under the Consortium Agreement) to modify, amend or terminate its contribution obligations with respect to the Sale Shares to give full effect to Section 1(a) above.

2.             Merger Closing. PWM hereby further absolutely and irrevocably agrees, undertakes and acknowledges that in the event that the BTL SPA Closing shall have not occurred on or before the Merger Closing, each and all of the Sale Shares shall be cancelled and converted into the right to receive the applicable cash payment pursuant to the terms of the Merger Agreement; provided that, subject to Section 7, this Section 2 shall automatically terminate upon the earlier of (i) the valid termination of the BTL SPA in accordance with its terms, and (ii) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares) is less than US$120.

3.             Consortium Expenses.

(a)           PWM Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything to the contrary in the Consortium Agreement and subject to Section 3(c) and Section 4(c) below:

(i)           PWM shall bear the PWM Consortium Fees Percentage (as defined in Schedule A hereto) of all Consortium Expenses; provided that if the BTL SPA Closing occurs, PWM shall bear the PWM Consortium Fees Percentage of all Consortium Expenses that have been incurred and accrued prior to the BTL SPA Closing (such Consortium Expenses that PWM shall bear pursuant to the foregoing of this Section 3(a)(i) are collectively referred to as the “PWM Consortium Fees”); and

(ii)          to the extent BTL or CPE has paid any part of the PWM Consortium Fees following the date hereof, BTL or CPE (as the case may be) shall promptly deliver to PWM a written notice (the “PWM Consortium Fees Notice”) which shall specify in reasonable detail the PWM Consortium Fees actually paid by BTL or CPE (as the case may be) together with a copy of reasonable written proof of such payment. Upon receipt of the PWM Consortium Fees Notice delivered pursuant to the preceding sentence, PWM shall promptly (and in any event within ten (10) Business Days) pay or cause to be paid to BTL or CPE (as applicable and without duplication) an amount equal to the PWM Consortium Fees actually paid by BTL or CPE (as the case may be), by wire transfer of immediately available funds in U.S. dollars to a bank account designated by BTL or CPE (as the case may be) in the PWM Consortium Fees Notice.

(b)           BTL Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary, PWM shall not be responsible for such portion (as determined on a pro rata basis pursuant to the terms of the Consortium Agreement and solely in respect of the Sale Shares) of all Consortium Expenses incurred after the BTL SPA Closing.

(c)           Notwithstanding Section 3(a) above, the Parties hereby acknowledge and agree that if the Take Private Transaction is consummated by the Consortium, BTL shall use its commercially reasonable efforts to cause the Issuer to reimburse (or cause to be reimbursed) PWM for the PWM Consortium Fees actually paid by PWM pursuant to Section 3(a) above promptly after the Merger Closing by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

4.             Parent Fee.

(a)           The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(b), if (x) the BTL SPA is terminated pursuant to its terms (except where such termination is caused by a breach by BTL of the terms thereof), and (y) BTL or CPE (as the case may be) has paid or become liable to pay any amount to the Issuer with respect to the Parent Fee pursuant to the terms of the SPV LG (such amount, the “Applicable Fee”), PWM shall pay to BTL or CPE (as the case may be) the amount of the PWM Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following:

(i)            BTL or CPE (as the case may be) shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to PWM a written notice (the “PWM Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by BTL or CPE (as the case may be), together with the due date (the “Due Date”) with respect to any amount payable by BTL or CPE (as the case may be) and, with respect to the Applicable Fee already paid by BTL or CPE (as the case may be), a copy of reasonable written proof thereof; and

(ii)           PWM shall, within ten (10) Business Days after receipt of the PWM Parent Fee Notice, but in any event prior to the Due Date specified in the PWM Parent Fee Notice, if any, pay to BTL or CPE (as applicable and without duplication) the PWM Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by BTL or CPE (as the case may be) in the PWM Parent Fee Notice.

(b)          Notwithstanding Section 4(a) above, to the extent CPE or BTL actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that CPE or BTL (as the case may be) has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that CPE or BTL (as the case may be) is entitled to pursuant to Section 4(a) shall be reduced by an amount equal to the product of (x) the PWM Parent Fee Percentage (as defined in Schedule A hereto) and (y) the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by CPE or BTL in obtaining the Recovered Fee (the sum of the foregoing sub-sections (A) and (B) is referred to as the “Recovered Sum”); and (ii) if CPE or BTL receives the Recovered Fee after PWM’s payment of the PWM Parent Fee pursuant to Section 4(a), CPE or BTL (as applicable) shall refund (or cause to be refunded) to PWM an amount equal to the product of the PWM Parent Fee Percentage and the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which CPE or BTL has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

(c)           For the avoidance of doubt, if there is any overlap between the PWM Consortium Fees and the PWM Parent Fee, Section 4 shall apply to the overlapped amount and PWM shall have no obligation to pay or cause to be paid such overlapped amount pursuant to Section 3(a).

5.             Conditions. Notwithstanding anything to the contrary in this Letter Agreement, PWM’s performance of its obligations under this Letter Agreement (except for its obligations under Sections 5, 6, 7 and 8 of this Letter Agreement) shall be subject to and contingent upon the approval by the shareholders of PWM at an extraordinary general meeting of PWM (the “PWM EGM”) convened pursuant to the articles of association of PWM and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”); provided that unless otherwise disallowed by The Stock Exchange of Hong Kong Limited pursuant to the Listing Rules, PWM shall submit this Letter Agreement and the transactions contemplated hereby for approval by the shareholders of PWM along with the BTL SPA as one resolution at the PWM EGM.

6.             Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties the following:

(a)           (i) Such Party has the requisite corporate power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder; (ii) all corporate action on the part of such Party and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Letter Agreement and the performance of all of its obligations hereunder have been taken (except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM); and (iii) this Letter Agreement has been duly and validly executed and delivered by such Party and (assuming the due execution and delivery thereof by each other Party) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b)           The execution and delivery of this Letter Agreement and the consummation of the transactions contemplated herein and compliance by such Party with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which such Party is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon any property or assets of such Party pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Party is a party or by which such Party is bound, or to which any of the property or assets of such Party is subject, or (ii) result in any violation of the provisions of Organizational Documents of such Party or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Party or any of its properties; provided that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

(c)           Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Letter Agreement by such Party or the performance by such Party of its obligations hereunder; except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall also remain subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

7.             Most Favored Nation.

(a)           On or about the date hereof, PWM has entered into (or is entering into) a share purchase agreement (each an “Other SPA”) with 2019B Cayman Limited and Biomedical Future Limited (each an “Other Purchaser”), respectively, pursuant to which, among other things, PWM agrees to sell to such Other Purchaser, and such Other Purchaser agrees to purchase from PWM, all of PWM’s right, title and interest in and pertaining to such number of Ordinary Shares as set forth in the applicable Other SPA (collectively, the “Other Sale Shares”). In connection with the entry into the respective Other SPAs, PWM and each of the Other Purchasers and their respective Affiliates have entered into (or are entering into) a letter agreement (each an “Other Letter Agreement;” and the Other Letter Agreements and the Other SPAs are collectively referred to as the “Other Agreements”). PWM represents that a true and complete copy of the execution version of each Other Agreement has been provided to BTL on or before the date hereof.

(b)          From the execution of this Letter Agreement until the earlier of (i) the BTL SPA Closing and (ii) the valid termination of the BTL SPA, PWM shall not enter into any agreement or undertaking (including any supplemental or amendment agreement with respect to the Other SPAs with any of the Other Purchasers or their respective Affiliates (collectively, the “Other Purchaser Parties”)) (each of such agreement or undertaking is referred to as an “Additional Agreement”) that has the effect of providing more favorable terms to such Other Purchaser Party with respect to its purchase of the applicable Other Sale Shares in respect of the per share price, representations and warranties, closing conditions, payment terms, termination rights, sharing of Consortium Expenses (to the extent not based upon the PWM Consortium Fees Percentage as applied mutatis mutandis with respect to the applicable Other Sale Shares) and other material aspects of such transaction than the terms provided to BTL with respect to the purchase of the Sale Shares under the BTL SPA and this Letter Agreement unless, in any case, (x) BTL has consented to such Additional Agreement in writing or is otherwise a party to such Additional Agreement, or (y) such more favorable terms have been provided to BTL and apply to the purchase of the Sale Shares. Without limiting the generality of the foregoing, in the event the long stop date referred to in the termination provision in any Other SPA is extended by PWM and the relevant Other Purchaser, and BTL shall have not committed any material breach of the BTL SPA as of such extension, the long stop date referred to in Section 6.2(a)(ii) of the BTL SPA shall be equally extended.

8.             Miscellaneous.

(a)           Each Party agrees to, and shall cause its Affiliates and its and such Affiliates respective directors, partners, members, officers, employees, agents, representatives, general or limited partners, financing sources and third party professional advisors (including financial and legal advisors) with access to the Confidential Information (each a “Representative” of such Party) to, (i) treat and hold as confidential (and not disclose or provide access to any other Person to), and not make, or cause to be made, any press release or public announcement or disclosure of, the existence, terms and subject matters of this Letter Agreement (“Confidential Information”), (ii) in the event that any Party or any of its Representatives becomes legally compelled or is otherwise required by the rules and regulations of any securities exchange or governmental authority of competent jurisdiction over such Party or such Party’s Representative to disclose any Confidential Information, provide the other Party with a reasonable opportunity to comment on the form and terms of such disclosure to the extent reasonably practicable; provided, however, that (x) this clause shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this clause by any Party or its Representatives; and (y) each of BTL and CPE hereby acknowledges and agrees that PWM shall be permitted to provide the copy of execution version of the BTL SPA and this Letter Agreement to each of the Other Purchaser for the purposes of PWM’s performance of its obligations under Section 7 (Most Favored Nation) of each Other Letter Agreement.

(b)          This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Letter Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Letter Agreement. No assignment of this Letter Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of each other Party and any attempted assignment without such required consents shall be void.

(c)           The Parties are independent and nothing in this Letter Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venture of the other Party.

(d)           This Letter Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong (without giving effect to any choice of law principles thereof that would cause the application of the laws of another jurisdiction).

(e)           Any dispute, controversy, difference or claim arising out of or relating to this Letter Agreement (including the existence, interpretation, performance, breach, termination, or validity thereof or any dispute regarding pre-contractual, contractual or non-contractual obligations arising out of or relating to it) (each, a “Dispute”) shall be resolved through consultation between the parties. If no resolution is reached within thirty (30) days from the date of notification by party to the other parties of the Dispute, then such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with its Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted. The seat of the arbitration shall be Hong Kong. The arbitral tribunal shall consist of three (3) arbitrators to be appointed in accordance with the HKIAC Rules. The arbitration proceedings shall be conducted, and all written decisions or correspondence shall be, in English. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 8(e), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in the HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the laws of Hong Kong.

(f)           The provisions of Sections 6.5, 6.6, 6.9(c), 6.12 and 6.13 of the BTL SPA shall apply mutatis mutandis to this Letter Agreement, as if all references to the “Agreement” thereunder are reference to this Letter Agreement and all reference to “Parties” thereunder are reference to the Parties hereto.

(g)          All notices and other communications under this Letter Agreement shall be in writing and shall be deemed given (and received by the addressee) (i) when delivered personally or (ii) if delivered by international courier, two Business Days after its delivery to such courier, or (iii) if delivered by electronic mail, on the day it is sent, if it is sent prior to 4:00pm local time on a Business Day in the place in or to which it is delivered, or otherwise on the next Business Day, in each case to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to CPE, to:

c/o CPE Funds Advisors (Hong Kong) Limited

Suite 3201-3206, 32/F, One Pacific Place

88 Queensway

Hong Kong

Attention: Ching Nar Cindy Chan; Ke Tang

Email: cindychan@cpe-fund.com; TangKe@cpe-fund.com

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

Gibson, Dunn & Crutcher LLP

Unit 1301, Tower 1, China Central Place

No. 81 Jianguo Road

Chaoyang District, Beijing 100025

People’s Republic of China

Attention: Fang Xue, Esq.

Email: FXue@gibsondunn.com

If to BTL, to:

18 F, Jialong International Tower

No. 19, Chaoyang Park Road Chaoyang District

Beijing PRC 100125

Attention: Joseph Chow

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

Merits & Tree Law Offices

5th Floor, Raffles City Beijing Office Tower No.1 Dongzhimen South Street

Dongcheng District, Beijing PRC 100007

Attention: Youyuan Jin

If to PWM, to:

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East

Hong Kong

Attention: George Chen

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

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

(h)           This Letter Agreement and the BTL SPA constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding or agreement between the parties with regard to the subjects hereof and thereof. This Letter Agreement can be amended, supplemented or changed, and any provision hereof can be waived, in each case only by written instrument making specific reference to this Letter Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. To the extent any terms of this Letter Agreement conflict with the terms of the BTL SPA, the terms of this Letter Agreement shall prevail. 

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In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

Schedule A

Exhibit 23

LETTER AGREEMENT

October 26, 2020

2019B Cayman Limited

27 Hospital Road, George Town
Grand Cayman KY1-9008
Cayman Islands

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), and 2019B Cayman Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“2019B Cayman,” and together with PWM, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”), parties to the Consortium Agreement (including other parties that subsequently join thereto from time to time but excluding those that withdraw therefrom from time to time, the “Consortium”) have submitted a preliminary non-binding proposal, dated as of September 18, 2019, to acquire all of the Ordinary Shares that are not already beneficially owned by members of the Consortium and their respective affiliates (the “Take Private Transaction”); (b) 2019B Cayman is an Affiliate of that certain member of the Consortium as of the date hereof and it intends to join the Consortium and become a party to the Consortium Agreement after the date hereof; (c) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; (d) concurrently with the execution and delivery of the Merger Agreement, 2019B Cayman and/or one of more of its Affiliates (collectively, “CITIC”) will provide one or more limited guarantees (collectively, the “Limited Guarantees”) to the Issuer guaranteeing the payment of a portion of the termination fee and certain other amounts payable to the Issuer by Parent pursuant to the terms of the Merger Agreement (such termination fee and other amounts payable by Parent to the Issuer are Collectively referred to as the “Parent Fee”); and (e) on the date hereof PWM and 2019B Cayman are entering into that certain share purchase agreement dated as of the date hereof (the “2019B Cayman SPA”), pursuant to which PWM will sell 910,167 Ordinary Shares held by it (such 910,167 Ordinary Shares are collectively referred to as the “Proposed Sale Shares,” and the Ordinary Shares actually acquired by 2019B Cayman under the 2019B Cayman SPA are collectively referred to as the “Sale Shares”) to 2019B Cayman. In consideration of the foregoing and as a condition and inducement to (1) the willingness of each of PWM and 2019B Cayman to enter into the 2019B Cayman SPA, and (2) CITIC’s willingness to enter into the Limited Guarantees, the Parties are entering into this Letter Agreement concurrently with the execution and delivery of the 2019B Cayman SPA. Unless otherwise defined herein (including Schedule A hereto), capitalized terms used herein shall have the meanings assigned to them in the 2019B Cayman SPA.

1.            Rollover of Proposed Sale Shares. PWM hereby absolutely and irrevocably agrees and undertakes to 2019B Cayman that, from the date hereof until the earliest of (i) the closing of the transactions contemplated in the 2019B Cayman SPA (the “2019B Cayman SPA Closing”), (ii) the valid termination of the 2019B Cayman SPA in accordance with its terms, (iii) the closing of the Take Private Transaction pursuant to the Merger Agreement (the “Merger Closing”), and (iv) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares (each as defined in Schedule A hereto)) is less than US$120, it shall:

(a)          not, directly or indirectly, contribute, or permit the contribution of, any of the Proposed Sale Shares held by it to Parent or its Affiliates in connection with the Merger Closing, or undertake any similar transaction, whether pursuant to the terms of the Consortium Agreement, in connection with the Take Private Transaction or otherwise; and

(b)          take all actions necessary (including entering into such agreements with members of the Consortium or obtaining such consents or waivers under the Consortium Agreement) to modify, amend or terminate its contribution obligations with respect to the Proposed Sale Shares to give full effect to Section 1(a) above.

2.           Merger Closing. PWM hereby further absolutely and irrevocably agrees, undertakes and acknowledges that in the event that the 2019B Cayman SPA Closing shall have not occurred on or before the Merger Closing, each and all of the Proposed Sale Shares shall be cancelled and converted into the right to receive the applicable cash payment pursuant to the terms of the Merger Agreement; provided that, subject to Section 7, this Section 2 shall automatically terminate upon the earlier of (i) the valid termination of the 2019B Cayman SPA in accordance with its terms and (ii) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares) is less than US$120.

3.           Consortium Expenses.

(a)          PWM Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything to the contrary in the Consortium Agreement and subject to Section 3(c) and Section 4(c) below:

(i)               PWM shall bear the PWM Consortium Fees Percentage (as defined in Schedule A hereto) of all Consortium Expenses; provided that if the 2019B Cayman SPA Closing occurs, PWM shall bear the PWM Consortium Fees Percentage of all Consortium Expenses that have been incurred and accrued prior to the 2019B Cayman SPA Closing (such Consortium Expenses that PWM shall bear pursuant to the foregoing of this Section 3(a)(i) are collectively referred to as the “PWM Consortium Fees”); and

(ii)              to the extent CITIC has paid any part of the PWM Consortium Fees following the date hereof, 2019B Cayman shall promptly deliver to PWM a written notice (the “PWM Consortium Fees Notice”) which shall specify in reasonable detail the amount and nature of the PWM Consortium Fees actually paid by CITIC together with a copy of reasonable written proof of such payment. Upon receipt of the PWM Consortium Fees Notice delivered pursuant to the preceding sentence, PWM shall promptly (and in any event within ten (10) Business Days) pay or cause to be paid to 2019B Cayman an amount equal to the PWM Consortium Fees actually paid by CITIC, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by 2019B Cayman in the PWM Consortium Fees Notice.

(b)          2019B Cayman Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary, PWM shall not be responsible for such portion (as determined on a pro rata basis pursuant to the terms of the Consortium Agreement and solely in respect of the Sale Shares) of all Consortium Expenses incurred after the 2019B Cayman SPA Closing.

(c)          Notwithstanding Section 3(a) above, the Parties hereby acknowledge and agree that if the Take Private Transaction is consummated by the Consortium, 2019B Cayman shall use its commercially reasonable efforts to cause the Issuer to reimburse (or cause to be reimbursed) PWM for the PWM Consortium Fees actually paid by PWM pursuant to Section 3(a) above promptly after the Merger Closing by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

4.           Parent Fee.

(a)          The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(b), if (x) the 2019B Cayman SPA is terminated pursuant to its terms (except where such termination is caused by a breach by 2019B Cayman of the terms thereof), and (y) CITIC has paid or become liable to pay any amount to the Issuer with respect to the Parent Fee pursuant to the terms of the Limited Guarantees (such amount, the “Applicable Fee”), PWM shall pay to 2019B Cayman the amount of the PWM Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following:

(i)              2019B Cayman shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to PWM a written notice (the “PWM Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by CITIC, together with the due date (the “Due Date”) with respect to any amount payable by CITIC and, with respect to the Applicable Fee already paid by CITIC, a copy of reasonable written proof thereof; and

(ii)             PWM shall, within ten (10) Business Days after receipt of the PWM Parent Fee Notice, but in any event prior to the Due Date specified in the PWM Parent Fee Notice, if any, pay to 2019B Cayman the PWM Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by 2019B Cayman in writing in the PWM Parent Fee Notice.

(b)          Notwithstanding Section 4(a) above, to the extent CITIC actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that CITIC has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that 2019B Cayman is entitled to pursuant to Section 4(a) shall be reduced by an amount equal to the product of (x) the PWM Parent Fee Percentage (as defined in Schedule A hereto) and (y) the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by CITIC in obtaining the Recovered Fee (the sum of the foregoing sub-sections (A) and (B) is referred to as the “Recovered Sum”); and (ii) if CITIC receives the Recovered Fee after PWM’s payment of the PWM Parent Fee pursuant to Section 4(a), 2019B Cayman shall refund (or cause to be refunded) to PWM an amount equal to the product of the PWM Parent Fee Percentage and the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which CITIC has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

(c)          For the avoidance of doubt, if there is any overlap between the PWM Consortium Fees and the PWM Parent Fee, Section 4 shall apply to the overlapped amount and PWM shall have no obligation to pay or cause to be paid such overlapped amount pursuant to Section 3(a).

5.           Conditions. Notwithstanding anything to the contrary in this Letter Agreement, PWM’s performance of its obligations under this Letter Agreement (except for its obligations under Sections 5, 6, 7 and 8 of this Letter Agreement) shall be subject to and contingent upon the approval by the shareholders of PWM at an extraordinary general meeting of PWM (the “PWM EGM”) convened pursuant to the articles of association of PWM and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”); provided that unless otherwise disallowed by The Stock Exchange of Hong Kong Limited pursuant to the Listing Rules, PWM shall submit this Letter Agreement and the transactions contemplated hereby for approval by the shareholders of PWM along with the 2019B Cayman SPA as one resolution at the same PWM EGM.

6.           Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Party the following:

(a)          (i) Such Party has the requisite corporate power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder; (ii) all corporate action on the part of such Party and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Letter Agreement and the performance of all of its obligations hereunder have been taken (except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM); and (iii) this Letter Agreement has been duly and validly executed and delivered by such Party and (assuming the due execution and delivery thereof by each other Party) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b)          The execution and delivery of this Letter Agreement and the consummation of the transactions contemplated herein and compliance by such Party with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which such Party is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon any property or assets of such Party pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Party is a party or by which such Party is bound, or to which any of the property or assets of such Party is subject, or (ii) result in any violation of the provisions of Organizational Documents of such Party or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Party or any of its properties; provided that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

(c)          Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Letter Agreement by such Party or the performance by such Party of its obligations hereunder; except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall also remain subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

7.           Most Favored Nation.

(a)          On or about the date hereof, PWM has entered into (or is entering into) a share purchase agreement (each an “Other SPA”) with Biomedical Treasure Limited and Biomedical Future Limited (each an “Other Purchaser”), respectively, pursuant to which, among other things, PWM agrees to sell to such Other Purchaser, and such Other Purchaser agrees to purchase from PWM, all of PWM’s right, title and interest in and pertaining to such number of Ordinary Shares as set forth in the applicable Other SPA (collectively, the “Other Sale Shares”). In connection with the entry into the respective Other SPAs, PWM and each of the Other Purchasers and their respective Affiliates have entered into (or are entering into) a letter agreement (each an “Other Letter Agreement;” and the Other Letter Agreements and the Other SPAs are collectively referred to as the “Other Agreements”). PWM represents that a true and complete copy of the execution version of each Other Agreement has been provided to 2019B Cayman on or before the date hereof.

(b)          From the execution of this Letter Agreement until the earlier of (i) the 2019B Cayman SPA Closing and (ii) the valid termination of the 2019B Cayman SPA, PWM shall not enter into any agreement or undertaking (including any supplemental or amendment agreement with respect to the Other SPAs with any of the Other Purchasers or their respective Affiliates (collectively, the “Other Purchaser Parties”)) (each of such agreement or undertaking is referred to as an “Additional Agreement”) that has the effect of providing more favorable terms to such Other Purchaser Party with respect to its purchase of the applicable Other Sale Shares in respect of the per share price, representations and warranties, closing conditions, payment terms, termination rights, sharing of Consortium Expenses (to the extent not based upon the PWM Consortium Fees Percentage as applied mutatis mutandis with respect to the applicable Other Sale Shares) and other material aspects of such transaction than the terms provided to 2019B Cayman with respect to the purchase of the Proposed Sale Shares under the 2019B Cayman SPA and this Letter Agreement unless, in any case, (x) 2019B Cayman has consented to such Additional Agreement in writing or is otherwise a party to such Additional Agreement, or (y) such more favorable terms have been provided to 2019B Cayman and apply to the purchase of the Proposed Sale Shares. Without limiting the generality of the foregoing, in the event the long stop date referred to in the termination provision in any Other SPA is extended by PWM and the relevant Other Purchaser, and 2019B Cayman shall have not committed any material breach of the 2019B Cayman SPA as of such extension, the long stop date referred to in Section 6.2(a)(ii) of the 2019B Cayman SPA shall be equally extended.

8.           Miscellaneous.

(a)          Each Party agrees to, and shall cause its Affiliates and its and such Affiliates respective directors, partners, members, officers, employees, agents, representatives, general or limited partners, financing sources and third party professional advisors (including financial and legal advisors) with access to the Confidential Information (each a “Representative” of such Party) to, (i) treat and hold as confidential (and not disclose or provide access to any other Person to), and not make, or cause to be made, any press release or public announcement or disclosure of, the existence, terms and subject matters of this Letter Agreement (“Confidential Information”), (ii) in the event that any Party or any of its Representatives becomes legally compelled or is otherwise required by the rules and regulations of any securities exchange or governmental authority of competent jurisdiction over such Party or such Party’s Representative to disclose any Confidential Information, provide the other Party with a reasonable opportunity to comment on the form and terms of such disclosure to the extent reasonably practicable; provided, however, that (x) this clause shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this clause by any Party or its Representatives; and (y) 2019B Cayman hereby acknowledges and agrees that PWM shall be permitted to provide the copy of execution version of the 2019B Cayman SPA and this Letter Agreement to each of the Other Purchaser for the purposes of PWM’s performance of its obligations under Section 7 (Most Favored Nation) of each Other Letter Agreement.

(b)         This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Letter Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Letter Agreement. No assignment of this Letter Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of each other Party and any attempted assignment without such required consents shall be void.

(c)          The Parties are independent and nothing in this Letter Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venture of the other Party.

(d)          This Letter Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong (without giving effect to any choice of law principles thereof that would cause the application of the laws of another jurisdiction).

(e)         Any dispute, controversy, difference or claim arising out of or relating to this Letter Agreement (including the existence, interpretation, performance, breach, termination, or validity thereof or any dispute regarding pre-contractual, contractual or non-contractual obligations arising out of or relating to it) (each, a “Dispute”) shall be resolved through consultation between the parties. If no resolution is reached within thirty (30) days from the date of notification by party to the other party of the Dispute, then such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with its Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted. The seat of the arbitration shall be Hong Kong. The arbitral tribunal shall consist of three (3) arbitrators to be appointed in accordance with the HKIAC Rules. The arbitration proceedings shall be conducted, and all written decisions or correspondence shall be, in English. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 8(e), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in the HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the laws of Hong Kong.

(f)          The provisions of Sections 6.5, 6.6, 6.9(c), 6.12 and 6.13 of the 2019B Cayman SPA shall apply mutatis mutandis to this Letter Agreement, as if all references to the “Agreement” thereunder are reference to this Letter Agreement and all reference to “Parties” thereunder are reference to the Parties hereto.

(g)         All notices and other communications under this Letter Agreement shall be in writing and shall be deemed given (and received by the addressee) (i) when delivered personally or (ii) if delivered by international courier, two Business Days after its delivery to such courier, or (iii) if delivered by electronic mail, on the day it is sent, if it is sent prior to 4:00pm local time on a Business Day in the place in or to which it is delivered, or otherwise on the next Business Day, in each case to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to 2019B Cayman, to:

Address: 28/F CITIC Tower, 1 Tim Mei Ave, Central, Hong Kong

Attention: Karen Chiu

E-mail: karenchiu@citiccapital.com

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

If to PWM, to:

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East

Hong Kong

Attention: George Chen

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

PW Medtech Group Limited

Building 1, No. 23 Panlong West Road

Pinggu District, Beijing

PRC 101204

Attention: George Chen

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen

(h)          This Letter Agreement and the 2019B Cayman SPA constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding or agreement between the parties with regard to the subjects hereof and thereof. This Letter Agreement can be amended, supplemented or changed, and any provision hereof can be waived, in each case only by written instrument making specific reference to this Letter Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. To the extent any terms of this Letter Agreement conflict with the terms of the 2019B Cayman SPA, the terms of this Letter Agreement shall prevail.

[Remainder of page intentionally left blank]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

Schedule A

SCHEDULE A

Exhibit 24

LETTER AGREEMENT

October 26, 2020

Biomedical Future Limited

PO Box 309, Ugland House 

Grand Cayman, KY1-1104
Cayman Islands

Neptune Connection Limited

17/F CITIC Securities Tower 

No. 48 Liangmaqiao Road 

Chaoyang District, Beijing 

PRC 100026

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) sets forth the agreement by and among PW Medtech Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PWM”), Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BFL”) and Neptune Connection Limited, an exempted company with limited liability incorporated under the Laws of the British Virgin Islands (“Neptune,” and together with PWM and BFL, each a “Party” and collectively, the “Parties”) in relation to the Take Private Transaction (as defined below). It is contemplated that, (a) pursuant to that certain consortium agreement, dated as of September 18, 2019, by and among PWM and other parties thereto (as amended by amendment no. 1 thereto dated as of January 23, 2020 and by a letter agreement dated as of September 16, 2020, and as further amended, restated or modified from time to time, the “Consortium Agreement”), parties to the Consortium Agreement (including other parties that subsequently join thereto from time to time but excluding those that withdraw therefrom from time to time, the “Consortium”) have submitted a preliminary non-binding proposal, dated as of September 18, 2019, to acquire all of the Ordinary Shares that are not already beneficially owned by members of the Consortium and their respective affiliates (the “Take Private Transaction”); (b) on the date hereof, BFL is joining the Consortium and becoming a party to the Consortium Agreement; (c) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; (d) concurrently with the execution and delivery of the Merger Agreement, BFL will provide a limited guarantee (the “SPV LG”) to the Issuer guaranteeing the payment of a portion of the termination fee and certain other amounts payable to the Issuer by Parent pursuant to the terms of the Merger Agreement (such termination fee and other amounts payable by Parent to the Issuer are collectively referred to as the “Parent Fee”); (e) concurrently with the execution and delivery of the SPV LG, an affiliate of Neptune, CITIC Securities International Company Limited (“CSI”), will enter into a letter agreement with BFL (the “CSI ECL”) committing to purchase or cause to be purchased certain equity interests of BFL, for the purpose of, among other matters, funding BFL’s obligations under the SPV LG; and (f) on the date hereof PWM and BFL are entering into that certain share purchase agreement dated as of the date hereof (the “BFL SPA”), pursuant to which PWM will sell 660,833 Ordinary Shares held by it (which may increase to up to 1,571,000 Ordinary Shares in the aggregate pursuant to the terms and conditions of the BFL SPA) (such 660,833 Ordinary Shares are collectively referred to as the “Proposed Sale Shares,” and the Ordinary Shares actually acquired by BFL under the BFL SPA are collectively referred to as the “Sale Shares”) to BFL. In consideration of the foregoing and as a condition and inducement to (1) the willingness of each of PWM and BFL to enter into the BFL SPA, (2) BFL’s willingness to enter into the SPV LG, and (3) CSI’s willingness to enter into the CSI ECL, the Parties are entering into this Letter Agreement concurrently with the execution and delivery of the BFL SPA. Unless otherwise defined herein (including Schedule A hereto), capitalized terms used herein shall have the meanings assigned to them in the BFL SPA.

1.            Rollover of Proposed Sale Shares. PWM hereby absolutely and irrevocably agrees and undertakes to BFL that, from the date hereof until the earliest of (i) the closing of the transactions contemplated in the BFL SPA (the “BFL SPA Closing”), (ii) the valid termination of the BFL SPA in accordance with its terms, (iii) the closing of the Take Private Transaction pursuant to the Merger Agreement (the “Merger Closing”), and (iv) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares (each as defined in Schedule A hereto)) is less than US$120, it shall:

(a)            not, directly or indirectly, contribute, or permit the contribution of, any of the Proposed Sale Shares held by it to Parent or its Affiliates in connection with the Merger Closing, or undertake any similar transaction, whether pursuant to the terms of the Consortium Agreement, in connection with the Take Private Transaction or otherwise; and

(b)            take all actions necessary (including entering into such agreements with members of the Consortium or obtaining such consents or waivers under the Consortium Agreement) to modify, amend or terminate its contribution obligations with respect to the Proposed Sale Shares to give full effect to Section 1(a) above.

2.            Merger Closing. PWM hereby further absolutely and irrevocably agrees, undertakes and acknowledges that in the event that the BFL SPA Closing shall have not occurred on or before the Merger Closing, each and all of the Proposed Sale Shares shall be cancelled and converted into the right to receive the applicable cash payment pursuant to the terms of the Merger Agreement; provided that, subject to Section 7, this Section 2 shall automatically terminate upon the earlier of (i) the valid termination of the BFL SPA in accordance with its terms, and (ii) the execution of the Merger Agreement (including any amendment or supplement thereto and/or any restatement thereof) which provides that the cash consideration payable for each Ordinary Share (other than the Excluded Shares and Dissenting Shares) is less than US$120.

3.            Consortium Expenses.

(a)            PWM Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything to the contrary in the Consortium Agreement and subject to Section 3(c) and Section 4(c) below:

(i)            PWM shall bear the PWM Consortium Fees Percentage (as defined in Schedule A hereto) of all Consortium Expenses; provided that if the BFL SPA Closing occurs, PWM shall bear the PWM Consortium Fees Percentage of all Consortium Expenses that have been incurred and accrued prior to the BFL SPA Closing (such Consortium Expenses that PWM shall bear pursuant to the foregoing of this Section 3(a)(i) are collectively referred to as the “PWM Consortium Fees”); and

(ii)           to the extent BFL or Neptune has paid any part of the PWM Consortium Fees following the date hereof, BFL or Neptune (as the case may be) shall promptly deliver to PWM a written notice (the “PWM Consortium Fees Notice”) which shall specify in reasonable detail the PWM Consortium Fees actually paid by BFL or Neptune (as the case may be) together with a copy of reasonable written proof of such payment. Upon receipt of the PWM Consortium Fees Notice delivered pursuant to the preceding sentence, PWM shall promptly (and in any event within ten (10) Business Days) pay or cause to be paid to BFL or Neptune (as applicable and without duplication) an amount equal to the PWM Consortium Fees actually paid by BFL or Neptune (as the case may be), by wire transfer of immediately available funds in U.S. dollars to a bank account designated by BFL or Neptune (as the case may be) in the PWM Consortium Fees Notice.

(b)            BFL Consortium Fees. The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary, PWM shall not be responsible for such portion (as determined on a pro rata basis pursuant to the terms of the Consortium Agreement and solely in respect of the Sale Shares) of all Consortium Expenses incurred after the BFL SPA Closing.

(c)            Notwithstanding Section 3(a) above, the Parties hereby acknowledge and agree that if the Take Private Transaction is consummated by the Consortium, BFL shall use its commercially reasonable efforts to cause the Issuer to reimburse (or cause to be reimbursed) PWM for the PWM Consortium Fees actually paid by PWM pursuant to Section 3(a) above promptly after the Merger Closing by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

4.            Parent Fee.

(a)            The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(b), if (x) the BFL SPA is terminated pursuant to its terms (except where such termination is caused by a breach by BFL of the terms thereof), and (y) BFL or Neptune (as the case may be) has paid or become liable to pay any amount to the Issuer with respect to the Parent Fee pursuant to the terms of the SPV LG (such amount, the “Applicable Fee”), PWM shall pay to BFL or Neptune (as the case may be) the amount of the PWM Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following:

(i)            BFL or Neptune (as the case may be) shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to PWM a written notice (the “PWM Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by BFL or Neptune (as the case may be), together with the due date (the “Due Date”) with respect to any amount payable by BFL or Neptune (as the case may be) and, with respect to the Applicable Fee already paid by BFL or Neptune (as the case may be), a copy of reasonable written proof thereof; and

(ii)            PWM shall, within ten (10) Business Days after receipt of the PWM Parent Fee Notice, but in any event prior to the Due Date specified in the PWM Parent Fee Notice, if any, pay to BFL or Neptune (as applicable and without duplication) the PWM Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by BFL or Neptune (as the case may be) in the PWM Parent Fee Notice.

(b)            Notwithstanding Section 4(a) above, to the extent Neptune or BFL actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that Neptune or BFL (as the case may be) has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that Neptune or BFL (as the case may be) is entitled to pursuant to Section 4(a) shall be reduced by an amount equal to the product of (x) the PWM Parent Fee Percentage (as defined in Schedule A hereto) and (y) the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by Neptune or BFL in obtaining the Recovered Fee (the sum of the foregoing sub-sections (A) and (B) is referred to as the “Recovered Sum”); and (ii) if Neptune or BFL receives the Recovered Fee after PWM’s payment of the PWM Parent Fee pursuant to Section 4(a), Neptune or BFL (as applicable) shall refund (or cause to be refunded) to PWM an amount equal to the product of the PWM Parent Fee Percentage and the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which Neptune or BFL has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by PWM in writing.

(c)            For the avoidance of doubt, if there is any overlap between the PWM Consortium Fees and the PWM Parent Fee, Section 4 shall apply to the overlapped amount and PWM shall have no obligation to pay or cause to be paid such overlapped amount pursuant to Section 3(a).

5.            Conditions. Notwithstanding anything to the contrary in this Letter Agreement, PWM’s performance of its obligations under this Letter Agreement (except for its obligations under Sections 5, 6, 7 and 8 of this Letter Agreement) shall be subject to and contingent upon the approval by the shareholders of PWM at an extraordinary general meeting of PWM (the “PWM EGM”) convened pursuant to the articles of association of PWM and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”); provided that unless otherwise disallowed by The Stock Exchange of Hong Kong Limited pursuant to the Listing Rules, PWM shall submit this Letter Agreement and the transactions contemplated hereby for approval by the shareholders of PWM along with the BFL SPA as one resolution at the PWM EGM.

6.            Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties the following:

(a)            (i) Such Party has the requisite corporate power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder; (ii) all corporate action on the part of such Party and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Letter Agreement and the performance of all of its obligations hereunder have been taken (except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM); and (iii) this Letter Agreement has been duly and validly executed and delivered by such Party and (assuming the due execution and delivery thereof by each other Party) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b)            The execution and delivery of this Letter Agreement and the consummation of the transactions contemplated herein and compliance by such Party with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any consent or other action by any person under, give rise to any right of termination, cancellation or acceleration of any right or obligation of any person or to a loss of any benefit to which such Party is entitled, or result in the creation or imposition of any tax, Lien, limitation or restriction upon any property or assets of such Party pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Party is a party or by which such Party is bound, or to which any of the property or assets of such Party is subject, or (ii) result in any violation of the provisions of Organizational Documents of such Party or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Party or any of its properties; provided that when such Party is PWM, its performance of its obligations under this Letter Agreement shall be subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

(c)            Other than any filings that may be required pursuant to applicable securities laws, no filing with, or consent, approval, authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the entry into of this Letter Agreement by such Party or the performance by such Party of its obligations hereunder; except that when such Party is PWM, its performance of its obligations under this Letter Agreement shall also remain subject to and contingent upon the approval by the shareholders of PWM at the PWM EGM.

7.            Most Favored Nation.

(a)            On or about the date hereof, PWM has entered into (or is entering into) a share purchase agreement (each an “Other SPA”) with 2019B Cayman Limited and Biomedical Future Limited (each an “Other Purchaser”), respectively, pursuant to which, among other things, PWM agrees to sell to such Other Purchaser, and such Other Purchaser agrees to purchase from PWM, all of PWM’s right, title and interest in and pertaining to such number of Ordinary Shares as set forth in the applicable Other SPA (collectively, the “Other Sale Shares”). In connection with the entry into the respective Other SPAs, PWM and each of the Other Purchasers and their respective Affiliates have entered into (or are entering into) a letter agreement (each an “Other Letter Agreement;” and the Other Letter Agreements and the Other SPAs are collectively referred to as the “Other Agreements”). PWM represents that a true and complete copy of the execution version of each Other Agreement has been provided to BFL on or before the date hereof.

(b)            From the execution of this Letter Agreement until the earlier of (i) the BFL SPA Closing and (ii) the valid termination of the BFL SPA, PWM shall not enter into any agreement or undertaking (including any supplemental or amendment agreement with respect to the Other SPAs with any of the Other Purchasers or their respective Affiliates (collectively, the “Other Purchaser Parties”)) (each of such agreement or undertaking is referred to as an “Additional Agreement”) that has the effect of providing more favorable terms to such Other Purchaser Party with respect to its purchase of the applicable Other Sale Shares in respect of the per share price, representations and warranties, closing conditions, payment terms, termination rights, sharing of Consortium Expenses (to the extent not based upon the PWM Consortium Fees Percentage as applied mutatis mutandis with respect to the applicable Other Sale Shares) and other material aspects of such transaction than the terms provided to BFL with respect to the purchase of the Proposed Sale Shares under the BFL SPA and this Letter Agreement unless, in any case, (x) BFL has consented to such Additional Agreement in writing or is otherwise a party to such Additional Agreement, or (y) such more favorable terms have been provided to BFL and apply to the purchase of the Proposed Sale Shares. Without limiting the generality of the foregoing, in the event the long stop date referred to in the termination provision in any Other SPA is extended by PWM and the relevant Other Purchaser, and BFL shall have not committed any material breach of the BFL SPA as of such extension, the long stop date referred to in Section 6.2(a)(ii) of the BFL SPA shall be equally extended.

8.            Miscellaneous.

(a)            Each Party agrees to, and shall cause its Affiliates and its and such Affiliates respective directors, partners, members, officers, employees, agents, representatives, general or limited partners, financing sources and third party professional advisors (including financial and legal advisors) with access to the Confidential Information (each a “Representative” of such Party) to, (i) treat and hold as confidential (and not disclose or provide access to any other Person to), and not make, or cause to be made, any press release or public announcement or disclosure of, the existence, terms and subject matters of this Letter Agreement (“Confidential Information”), (ii) in the event that any Party or any of its Representatives becomes legally compelled or is otherwise required by the rules and regulations of any securities exchange or governmental authority of competent jurisdiction over such Party or such Party’s Representative to disclose any Confidential Information, provide the other Party with a reasonable opportunity to comment on the form and terms of such disclosure to the extent reasonably practicable; provided, however, that (x) this clause shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this clause by any Party or its Representatives; and (y) each of BFL and Neptune hereby acknowledges and agrees that PWM shall be permitted to provide the copy of execution version of the BFL SPA and this Letter Agreement to each of the Other Purchaser for the purposes of PWM’s performance of its obligations under Section 7 (Most Favored Nation) of each Other Letter Agreement.

(b)            This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Letter Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Letter Agreement. No assignment of this Letter Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of each other Party and any attempted assignment without such required consents shall be void.

(c)            The Parties are independent and nothing in this Letter Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venture of the other Party.

(d)            This Letter Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong (without giving effect to any choice of law principles thereof that would cause the application of the laws of another jurisdiction).

(e)            Any dispute, controversy, difference or claim arising out of or relating to this Letter Agreement (including the existence, interpretation, performance, breach, termination, or validity thereof or any dispute regarding pre-contractual, contractual or non-contractual obligations arising out of or relating to it) (each, a “Dispute”) shall be resolved through consultation between the parties. If no resolution is reached within thirty (30) days from the date of notification by party to the other parties of the Dispute, then such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with its Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted. The seat of the arbitration shall be Hong Kong. The arbitral tribunal shall consist of three (3) arbitrators to be appointed in accordance with the HKIAC Rules. The arbitration proceedings shall be conducted, and all written decisions or correspondence shall be, in English. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 8(e), any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in the HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the laws of Hong Kong.

(f)            The provisions of Sections 6.5, 6.6, 6.9(c), 6.12 and 6.13 of the BFL SPA shall apply mutatis mutandis to this Letter Agreement, as if all references to the “Agreement” thereunder are reference to this Letter Agreement and all reference to “Parties” thereunder are reference to the Parties hereto.

(g)            All notices and other communications under this Letter Agreement shall be in writing and shall be deemed given (and received by the addressee) (i) when delivered personally or (ii) if delivered by international courier, two Business Days after its delivery to such courier, or (iii) if delivered by electronic mail, on the day it is sent, if it is sent prior to 4:00pm local time on a Business Day in the place in or to which it is delivered, or otherwise on the next Business Day, in each case to the Parties at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision):

(h)            This Letter Agreement and the BFL SPA constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding or agreement between the parties with regard to the subjects hereof and thereof. This Letter Agreement can be amended, supplemented or changed, and any provision hereof can be waived, in each case only by written instrument making specific reference to this Letter Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. To the extent any terms of this Letter Agreement conflict with the terms of the BFL SPA, the terms of this Letter Agreement shall prevail.

[Remainder of page intentionally left blank]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Pages to PWM Side Agreement]

Schedule A

Exhibit 25

PRIVILEGED and CONFIDENTIAL

Execution Version

Deed of Adherence

This Deed of Adherence (this “Deed”) is entered into on October 26, 2020

BY:

(a) Biomedical Treasure Limited (“Biomedical Treasure”), an exempted company with limited liability organized and existing under the Laws of Cayman Islands;

(b) Biomedical Future Limited (“Biomedical Future”), an exempted company with limited liability organized and existing under the Laws of Cayman Islands; and

(c) Biomedical Development Limited (“Biomedical Development,” and together with Biomedical Treasure and Biomedical Future, collectively, the “Management SPVs” and each, a “Management SPV”), an exempted company with limited liability organized and existing under the Laws of Cayman Islands.

RECITALS:

(A)         On September 18, 2019, that certain consortium agreement (as amended by the amendment No. 1 thereto (the “Amendment No. 1”) dated as of January 23, 2020 and an exclusivity extension letter dated as of September 16, 2020, as joined by Mr. Joseph Chow as a party thereto pursuant to a deed of adherence dated as of September 16, 2020 and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”) was entered into by and among the parties listed on Annex A to this Deed (the “Existing Parties”), pursuant to which the Existing Parties proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).

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

(C)          On or around the date hereof, PW Medtech Group Limited (普华和顺集团公司) (“PWM”) entered into a share purchase agreement with each of Biomedical Treasure and Biomedical Future (as may be amended, restated, supplemented or otherwise modified from time to time, each, a “PWM SPA” and collectively, the “PWM SPAs”), pursuant to which PWM has agreed to sell to each of Biomedical Treasure and Biomedical Future, and each of Biomedical Treasure and Biomedical Future has agreed to purchase from PWM, 3,750,000 Ordinary Shares (as defined in the Consortium Agreement) and 660,833 Ordinary Shares, respectively.

(D)           On or around the date hereof, Double Double Holding Limited (“Double Double”) entered into a share purchase agreement with Biomedical Development (as may be amended, restated, supplemented or otherwise modified from time to time, the “Double Double SPA”), pursuant to which Double Double has agreed to sell to Biomedical Development, and Biomedical Development has agreed to purchase from Double Double, 775,000 Ordinary Shares.

(E)            Each Management SPV 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:

Each Management SPV undertakes to each other Party to the Consortium Agreement that it will, with effect from the date hereof and subject to Section 2(b) below, perform and comply with each of the obligations of an Initial Consortium Member as if it 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 such Management SPV and with effect from the date hereof, all the rights of an Initial Consortium Member provided under the Consortium Agreement will be accorded to such Management SPV as if such Management SPV had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof.

Each Management SPV agrees that (A) the number of Rollover Securities of such Management SPV (if the transactions contemplated by the applicable PWM SPA or the Double Double SPA are consummated pursuant to their respective terms prior to the Closing), (B) solely with respect to Biomedical Treasure or Biomedical Future, the amount of Cash Contribution proposed to be made by such Management SPV (if the transactions contemplated by the applicable PWM SPA are not consummated pursuant to their respective terms prior to the Closing) and (C) the Contemplated Ownership Percentage of such Management SPV, are, in each case, set forth in Schedule A hereto. For the avoidance of doubt, each Management SPV shall have no obligations to contribute under Section 1.3(b) and Article V of the Consortium Agreement with respect to any Ordinary Share until the transactions contemplated by the applicable PWM SPA or the Double Double SPA are consummated.

Such Management SPV is a company duly organized, established and validly existing under the Laws of the jurisdiction stated in the preamble of this Deed and it has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.

Such Management SPV has full power and authority to execute and deliver this Deed. The execution, delivery and performance of this Deed by it has been duly authorized by all necessary action on behalf of such Management SPV.

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

Subject to the consummation of the transactions contemplated by the applicable PWM SPA or the Double Double SPA, such Management SPV will be the sole Beneficial Owner of and will have 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. Immediately after the consummation of the transactions contemplated by the applicable PWM SPA or the Double Double SPA, subject to the last sentence of this Section 3(a)(4), such Management SPV’s Company Securities listed in Schedule B hereto will constitute all of the Ordinary Shares, Company Options and Company Restricted Shares (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 and subject to the consummation of the transactions contemplated by the applicable PWM SPA or the Double Double SPA, such Management SPV will be the sole record holder and Beneficial Owner of the Covered Securities and will have (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. Such Management SPV has not taken any action described in Section 4.7 of the Consortium Agreement.

Such Management SPV acknowledges that the Existing Parties have consented to the admission of such Management SPV 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)(4) 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, each Management SPV has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

[Deed of Adherence Signature Page]

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

[Deed of Adherence Signature Page]

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

[Deed of Adherence Signature Page]

Annex A

Schedule A
Contributions to Holdco and Contemplated Ownership Percentage

Schedule B
Beneficial Ownership of Company Securities

Exhibit 26

IRREVOCABLE UNDERTAKING

PW Medtech Group Limited
Level 54, Hopewell Centre
183 Queen’s Road East, Hong Kong
Attention: The Board of Directors

October 26, 2020

Dear Sirs

Re: Share Transfer in China Biologic Products Holdings, Inc. (the “Target”)

WHEREAS, on the date hereof, the Company and Biomedical Treasure Limited (“Biomedical Treasure”) entered into a share purchase agreement (the “PWM-Biomedical Treasure SPA”), pursuant to and subject to the terms and conditions of which the Company agrees to sell to Biomedical Treasure, and Biomedical Treasure agrees to purchase from the Company 3,750,000 ordinary shares of the Target (all the obligations of the Company under the PWM-Biomedical Treasure SPA the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) are collectively referred to as the “PWM Share Sale Obligations”);

WHEREAS, on the date hereof, the Company, Biomedical Treasure and CPEChina Fund III, L.P. entered into a letter agreement (the “PWM Letter Agreement”) with respect to certain arrangements in connection with the transactions contemplated under the PWM-Biomedical Treasure SPA (all the obligations of the Company under the PWM Letter Agreement the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Hong Kong Listing Rules are collectively referred to as the “PWM Letter Agreement Obligations”); and

NOW, THEREFORE, in consideration of the foregoing premises and understanding that the foregoing persons intend to rely on the obligations and undertakings herein, the undersigned hereby irrevocably and unconditionally confirms, represents, warrants and undertakes to the Company as follows:

Any notice required or permitted pursuant to this letter shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address of the relevant party as shown on Schedule 2 of this letter, or at such other address or facsimile number or electronic mail address as such party may hereafter specify for that purpose by written notice to the other parties hereto.

[Signature page to follow]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

in the presence of:

[Signature Page to Voting Undertaking]

SCHEDULE 1
Owned Shares

SCHEDULE 2
Notice Details

Exhibit 27

IRREVOCABLE UNDERTAKING

October 26, 2020

Dear Sirs

Re: Share Transfer in China Biologic Products Holdings, Inc. (the “Target”)

WHEREAS, on the date hereof, the Company and 2019B Cayman Limited (“2019B Cayman”) entered into a share purchase agreement (the “PWM-2019B Cayman SPA”), pursuant to and subject to the terms and conditions of which the Company agrees to sell to 2019B Cayman, and 2019B Cayman agrees to purchase from the Company 910,167 ordinary shares of the Target (all the obligations of the Company under the PWM-2019B Cayman SPA the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) are collectively referred to as the “PWM Share Sale Obligations”);

WHEREAS, on the date hereof, the Company and 2019B Cayman entered into a letter agreement (the “PWM Letter Agreement”) with respect to certain arrangements in connection with the transactions contemplated under the PWM-2019B Cayman SPA (all the obligations of the Company under the PWM Letter Agreement the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Hong Kong Listing Rules are collectively referred to as the “PWM Letter Agreement Obligations”); and

NOW, THEREFORE, in consideration of the foregoing premises and understanding that the foregoing persons intend to rely on the obligations and undertakings herein, the undersigned hereby irrevocably and unconditionally confirms, represents, warrants and undertakes to the Company as follows:

Any notice required or permitted pursuant to this letter shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address of the relevant party as shown on Schedule 2 of this letter, or at such other address or facsimile number or electronic mail address as such party may hereafter specify for that purpose by written notice to the other parties hereto.

[Signature page to follow]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

[Signature Page to Voting Undertaking]

SCHEDULE 1
Owned Shares

SCHEDULE 2
Notice Details

Exhibit 28

IRREVOCABLE UNDERTAKING

To:         PW Medtech Group Limited (普华和顺集团公司) (the “Company”)

PW Medtech Group Limited
Level 54, Hopewell Centre
183 Queen’s Road East, Hong Kong
Attention: The Board of Directors

October 26, 2020

Dear Sirs

Re: Share Transfer in China Biologic Products Holdings, Inc. (the “Target”)

WHEREAS, on the date hereof, the Company and Biomedical Future Limited (“Biomedical Future”) entered into a share purchase agreement (the “PWM-Biomedical Future SPA”), pursuant to and subject to the terms and conditions of which the Company agrees to sell to Biomedical Future, and Biomedical Future agrees to purchase from the Company 660,833 ordinary shares of the Target (which may increase to up to 1,571,000 ordinary shares of the Target in the aggregate pursuant to the terms and conditions of the PWM-Biomedical Future SPA) (all the obligations of the Company under the PWM-Biomedical Future SPA the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) are collectively referred to as the “PWM Share Sale Obligations”);

WHEREAS, on the date hereof, the Company, Biomedical Future and Neptune Connection Limited entered into a letter agreement (the “PWM Letter Agreement”) with respect to certain arrangements in connection with the transactions contemplated under the PWM-Biomedical Future SPA (all the obligations of the Company under the PWM Letter Agreement the performance of which by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Hong Kong Listing Rules are collectively referred to as the “PWM Letter Agreement Obligations”); and

NOW, THEREFORE, in consideration of the foregoing premises and understanding that the foregoing persons intend to rely on the obligations and undertakings herein, the undersigned hereby irrevocably and unconditionally confirms, represents, warrants and undertakes to the Company as follows:

Any notice required or permitted pursuant to this letter shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address of the relevant party as shown on Schedule 2 of this letter, or at such other address or facsimile number or electronic mail address as such party may hereafter specify for that purpose by written notice to the other parties hereto.

[Signature page to follow]

In witness whereof this letter has been duly executed and delivered as a deed on the date first above written.

in the presence of:

[Signature Page to Voting Undertaking]

SCHEDULE 1
Owned Shares

SCHEDULE 2
Notice Details

Exhibit 29

IRREVOCABLE UNDERTAKING

To:         PW Medtech Group Limited (普华和顺集团公司) (the “Company”)

PW Medtech Group Limited
Level 54, Hopewell Centre
183 Queen’s Road East, Hong Kong
Attention: The Board of Directors

October 26, 2020

Dear Sirs

Re: Acquisition Transaction with Respect to China Biologic Products Holdings, Inc. (the “Target”)

WHEREAS, on September 18, 2019, the Company entered into a consortium agreement (as amended by amendment no. 1 thereto dated as of January 23, 2020, the “Consortium Agreement”) with Beachhead Holdings Limited, CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd., Parfield International Ltd., HH Sum-XXII Holdings Limited and V-Sciences Investments Pte Ltd, pursuant to which the Company agrees, among other things, subject to the terms and conditions thereof, (i) to vote the ordinary shares and other equity securities of the Target held by it in favor of the approval of that certain agreement and plan of merger to be entered into by and among CBPO Holdings Limited (“Parent”), CBPO Group Limited, a wholly owned subsidiary of Parent, and the Target (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) and the transactions contemplated thereby (such agreement of the Company as described in the foregoing sub-section (i) is referred to as the “PWM Original Voting Agreement”) and (ii) to share the out-of-pocket costs and expenses incurred by the Buyer Consortium (as defined under the Consortium Agreement), and under certain circumstances, to reimburse certain other members of the Buyer Consortium for their out-of-pocket costs and expense incurred, in connection with the acquisition transaction with respect to the Target (the “Target Privatization”), in each case, including any termination fee payable to the Target pursuant to the Merger Agreement (such agreement of the Company as described in the foregoing sub-section (ii), to the extent the performance of the obligations thereunder by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), collectively, the “Expenses Sharing Arrangements”).

WHEREAS, in connection with the Merger Agreement and the transactions contemplated thereby, the Company, together with other members of the Buyer Consortium and/or other applicable parties, has agreed, or may in the future at the direction of the board of directors of the Company (the “PWM Board”) agree, to be bound by certain agreements or provisions with respect to the Expenses Sharing Arrangements or any other arrangements in connection with the Target Privatization either by way of amending and/or restating the Consortium Agreement and/or pursuant to any other agreement or document, in each case as agreed among the Company and such other parties (the “Restated Consortium Agreement Matters”). (x) The Restated Consortium Agreement Matters, to the extent the performance of the obligations under such provisions by the Company is subject to and contingent upon the approval of the shareholders of the Company in accordance with the Hong Kong Listing Rules, and (y) the Expenses Sharing Arrangements, are collectively referred to as the “Consortium Agreement Matters;” and

WHEREAS, in connection with the Merger Agreement and the transactions contemplated thereby, the Company will issue in favor of Parent certain voting undertakings pursuant to which the Company agrees to, among other things, subject to the terms and conditions thereof, to vote the ordinary shares and other equity securities of the Target held by it in favor of the approval of the Merger Agreement and the transactions contemplated thereby (the “PWM Voting Undertaking,” and together with the PWM Original Voting Agreement, collectively, the “PWM Voting Obligations”).

NOW, THEREFORE, in consideration of the foregoing premises and understanding that the foregoing persons intend to rely on the obligations and undertakings herein, the undersigned hereby irrevocably and unconditionally confirms, represents, warrants and undertakes to the Company as follows: