UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 10)*

 

China Biologic Products Holdings, Inc.

(Name of Issuer)

 

Ordinary Shares, Par Value $0.0001

(Title of Class of Securities)

 

G21515104

(CUSIP Number)

 

George Chen

PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East

Hong Kong

+86 10 8478 3617

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

 

November 19, 2020

(Date of Event which Requires Filing of this Statement)

 

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

 

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

 

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

 

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

 

 

     

 

 

 

SCHEDULE 13D

 

CUSIP No. G21515104    
             
1.  

Names of Reporting Persons.

PW Medtech Group Limited

2.  

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

(a) x (b) ¨

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

BK

5.  

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

¨

6.  

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7.  

Sole Voting Power

0

  8.  

Shared Voting Power

5,321,000 ordinary shares(1)

  9.  

Sole Dispositive Power

0

  10.  

Shared Dispositive Power

5,321,000 ordinary shares(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

5,321,000 ordinary shares(1)

12.  

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

¨

13.  

Percent of Class Represented by Amount in Row (11)

13.7%(2)

14.  

Type of Reporting Person (See Instructions)

CO

               
  (1) 3,750,000 Ordinary Shares will be sold to Biomedical Treasure Limited pursuant to a share purchase agreement dated October 26, 2020; 910,167 Ordinary Shares will be sold to 2019B Cayman Limited pursuant to a share purchase agreement dated October 26, 2020 and at least 660,833 Ordinary Shares will be sold to Biomedical Future Limited pursuant to a share purchase agreement dated October 26, 2020. Please refer to Item 4 for a brief description of such share purchase agreements.
  (2) Percentage calculated based on 38,788,096 Ordinary Shares issued and outstanding as of November 19, 2020 as provided by the Issuer.
                                 

 

  2  

 

 

 

CUSIP No. G21515104    
             
1.  

Names of Reporting Persons.

Cross Mark Limited

2.  

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

(a) x (b) ¨

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO

5.  

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

¨

6.  

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7.  

Sole Voting Power

0

  8.  

Shared Voting Power

1,950,147 ordinary shares

  9.  

Sole Dispositive Power

0

  10.  

Shared Dispositive Power

1,950,147 ordinary shares

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

1,950,147 ordinary shares

12.  

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

¨

13.  

Percent of Class Represented by Amount in Row (11)

5.0%(1)

14.  

Type of Reporting Person (See Instructions)

CO

               
  (1) Percentage calculated based on 38,788,096 Ordinary Shares issued and outstanding as of November 19, 2020 as provided by the Issuer.
                                 

 

  3  

 

 

 

CUSIP No. G21515104    
             
1.  

Names of Reporting Persons.

Liu Yufeng

2.  

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

(a) x (b) ¨

3.   SEC Use Only
4.  

Source of Funds (See Instructions)

OO

5.  

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

¨

6.  

Citizenship or Place of Organization

New Zealand

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7.  

Sole Voting Power

0

  8.  

Shared Voting Power

1,950,147 ordinary shares

  9.  

Sole Dispositive Power

0

  10.  

Shared Dispositive Power

1,950,147 ordinary shares

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

1,950,147 ordinary shares

12.  

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

¨

13.  

Percent of Class Represented by Amount in Row (11)

5.0%(1)

14.  

Type of Reporting Person (See Instructions)

IN

               
  (1) Percentage calculated based on 38,788,096 Ordinary Shares issued and outstanding as of November 19, 2020 as provided by the Issuer.
                                 

 

  4  

 

 

  

Introduction

 

This Amendment No. 10 to Schedule 13D (this “Amendment No.10”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 10, 2018, as amended and supplemented by the Amendment No. 1 filed under Schedule 13D/A on August 27, 2018, the Amendment No. 2 filed under Schedule 13D/A on September 24, 2018, the Amendment No. 3 filed under Schedule 13D/A on September 19, 2019, the Amendment No. 4 filed under Schedule 13D/A on January 24, 2020, the Amendment No. 5 filed under Schedule 13D/A on March 20, 2020, the Amendment No. 6 filed under Schedule 13D/A on May 5, 2020, the Amendment No. 7 filed under Schedule 13D/A on May 11, 2020, the Amendment No. 8 filed under Schedule 13D/A on September 17, 2020 and the Amendment No. 9 filed under Schedule 13D/A on October 28, 2020 (the “Original Schedule 13D”), by each of PW Medtech Group Limited (“PWM”), Cross Mark Limited (“Cross Mark”), and Ms. Liu Yufeng (together with PWM and Cross Mark, the “Reporting Persons”) relating to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”).

 

Except as provided herein, this Amendment No.10 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.10 have the means ascribed to them in the Original Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:

 

On November 19, 2020, the Issuer publicly announced that it had entered into the Merger Agreement dated as of November 19, 2020, among the Issuer, Parent, and Merger Sub. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each Ordinary Share issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) will be cancelled and converted into the right to receive $120.00 per Ordinary Share in cash (without interest and net of any applicable withholding taxes), except for (a) Ordinary Shares owned by the Issuer or any of its subsidiaries, which will be cancelled without payment of any consideration therefor, (b) Ordinary Shares owned by Parent or any of its subsidiaries (including the Rollover Securities contributed by certain members of the Buyer Consortium pursuant to that certain voting and support agreement dated as of November 19, 2020 by and among such members of the Buyer Consortium), which at Parent’s discretion, with notice by Parent to the Issuer no later than the Effective Time, will be (i) cancelled without payment of any consideration therefor or (ii) converted into the same number of shares of the surviving company, and (c) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands. As a result, if the consummation of the Merger takes place before the closing of the respective PWM Sell-Down SPAs, the corresponding Sale Shares held by PWM immediately before closing of the Merger will be cancelled and converted into the right to receive $120.00 per Ordinary Share in cash (without interest and net of any applicable withholding taxes).

 

Following the consummation of the Merger, the Issuer will become a wholly-owned subsidiary of Parent. In addition, if the Merger is consummated, the Ordinary Shares will no longer be listed on the NASDAQ Global Select Market, the Issuer’s obligations to file periodic reports under the Exchange Act will be terminated, and the Issuer will be privately held by the members of the Buyer Consortium as of such consummation.

 

Concurrently with the execution of the Merger Agreement, 2019B Cayman, TB MGMT Holding Company Limited (“TB MGMT”), TB Executives Unity Holding Limited (“TB Executives”), TB Innovation Holding Limited (“TB Innovation”), PWM and each other existing member of the Buyer Consortium entered into an amended and restated consortium agreement (the “A&R Consortium Agreement”) with Parent and Merger Sub, pursuant to which, among other things, (a) the parties thereto agreed to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the members of the Buyer Consortium with respect to the transactions contemplated by the Merger Agreement, including the Merger (collectively, the “Merger Transactions”), (b) each of TB MGMT, TB Executives and TB Innovation agreed to join the Buyer Consortium, (c) the parties thereto agreed that effective from the date of the A&R Consortium Agreement, all rights and obligations of CITIC Capital under the Consortium Agreement are assigned, novated and transferred to 2019B Cayman, and (d) in anticipation of consummation of the transactions contemplated by the BTL SPA, the 2019B Cayman SPA and the BFL SPA, the parties thereto agreed to terminate certain provisions of the Consortium Agreement with respect to PWM in accordance with the terms of the A&R Consortium Agreement and PWM agreed to comply with its obligations under certain provisions of the A&R Consortium Agreement and the PWM Voting Undertaking (as defined below).

 

Concurrently with the execution of the Merger Agreement and the A&R Consortium Agreement, PWM executed and delivered a voting undertaking to Parent (the “PWM Voting Undertaking”), pursuant to and subject to the terms and conditions of which, PWM agreed, among other things, to vote the equity securities of the Issuer beneficially owned by it in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

 

In connection with the entry into the Merger Agreement, the A&R Consortium Agreement, the PWM Voting Undertaking and certain other documents in connection with the Merger Transactions (collectively, the “Merger Documents”), the Board has granted to the Initial Consortium Members and other applicable parties a waiver from complying with certain restrictions as agreed under (i) the Investor Rights Agreement, and (ii) (A) those certain confidentiality agreements, dated as of October 20, 2019, by and between each of Beachhead, PWM, Parfield, CITIC Capital, Hillhouse and Temasek, respectively, and the Issuer and (B) that certain confidentiality agreement, dated as of October 14, 2020, by and between Mr. Chow and the Issuer. The Board has also determined, among other things, that none of the parties to the waiver and their respective affiliates will be deemed to be an “Acquiring Person” under the Issuer’s currently effective preferred shares rights agreement, nor shall any provision under such preferred shares rights agreement be otherwise triggered for the entry into, or the performance of any obligations (including entering into the agreements and consummating the transactions contemplated or referenced to) under, the Merger Documents.

 

References to the Merger Agreement, the A&R Consortium Agreement and the PWM Voting Undertaking are qualified in their entirety by reference to the Merger Agreement, the A&R Consortium Agreement and the PWM Voting Undertaking, copies of which are attached hereto as Exhibits 31, 32 and 33 incorporated herein by reference in their entirety.

 

  5  

 

 

 

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

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by inserting the following paragraph before the last paragraph thereof:

 

The descriptions of the principal terms of the Merger Agreement, the A&R Consortium Agreement and PWM Voting Undertaking in this Amendment No.10 are incorporated herein by reference in their entirety.

 

Item 7. Materials to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit 31   Merger Agreement (incorporated herein by reference to the Merger Agreement filed as Exhibit 1 to the Amendment No. 15 to the Schedule 13D filed by Beachhead, Double Double, Point Forward and the other reporting persons named therein on November 20, 2020 (the “Centurium 13D Amendment No. 15”)).
Exhibit 32   A&R Consortium Agreement, dated November 19, 2020, by and among members of the Buyer Consortium (incorporated herein by reference to the A&R Consortium Agreement filed as Exhibit 3 to the Centurium 13D Amendment No. 15).
Exhibit 33*   PWM Voting Undertaking, dated November 19, 2020, by PWM to Parent.

*Filed herewith

 

  6  

 

 

 

SIGNATURES

 

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

 

Date: November 20, 2020

  PW MEDTECH GROUP LIMITED
     
  By: /s/ Yue’e Zhang
    Name: Yue’e Zhang
    Title: Executive Director and Chief Executive Officer
   
  CROSS MARK LIMITED
     
  By /s/ Liu Yufeng
    Name: Liu Yufeng
    Title: Director
   
  LIU YUFENG
     
  By  /s/ Liu Yufeng

 

  7  

Exhibit 33

 

To: CBPO Holdings Limited (“Parent”)
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands

 

November 19, 2020

 

Dear Sirs,

 

Re: Voting undertakings regarding a proposed acquisition of China Biologic Products Holdings, Inc. (the “Company”)

 

We, PW Medtech Group Limited (普华和顺集团公司) (“we,” “us,” or “our”), beneficially own (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 5,321,000 ordinary shares, par value of US$0.0001 per share, of the Company (the “Ordinary Shares”), representing 13.8% of all the Ordinary Shares issued by the Company as at the date hereof. We are a party to that certain consortium agreement, dated as of September 18, 2019 (as amended by amendment no. 1 thereto dated as of January 23, 2020 and as further amended, restated or modified from time to time, the “Consortium Agreement”). We understand that concurrently with our delivery of this voting undertaking (this “Undertaking”), Parent is entering into an agreement and plan of merger (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with CBPO Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement. As a condition to the willingness of the Company, Parent and Merger Sub to enter into the Merger Agreement and understanding that they intend to rely on the obligations herein, we hereby deliver to Parent this Undertaking and agree as follows:

 

1.                   Agreement to Vote.

 

(a)                Subject to the terms and conditions set forth herein, we hereby irrevocably and unconditionally confirm, agree, represent, warrant and undertake to Parent that, as long as we beneficially own, or are otherwise entitled to vote or consent with respect to, any Ordinary Shares, after the date hereof and until the earliest of (x) the Effective Time (as defined in the Merger Agreement), (y) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof and (z) the termination of the Consortium Agreement with respect to all parties thereto pursuant to the terms of the Consortium Agreement (such earliest time, the “Expiration Time”), at any annual or extraordinary general meeting of the shareholders of the Company or any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, we shall:

 

(i)                 appear at each such meeting or otherwise cause all of the Ordinary Shares which are beneficially owned by us or with respect to which we are otherwise entitled to vote or consent to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure we are duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company for written consent, if any; and

 

 

 

 

 

(ii)               vote, or cause to be voted, whether on a show of hands or a poll and whether in person or by proxy, or deliver, or cause to be delivered, a written consent covering, all of the Ordinary Shares which are beneficially owned by us or with respect to which we are otherwise entitled to vote or consent (A) in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the Merger and any other transactions contemplated by the Merger Agreement, (B) in favor of any other matters required to consummate the Merger and any other transactions contemplated by the Merger Agreement, (C) against any Acquisition Proposal (as defined in the Merger Agreement) or any other transaction, proposal, agreement or action made in opposition to the Merger or in competition or inconsistent with the Merger, and (D) against any other action, agreement or transaction that is intended to facilitate an Acquisition Proposal or is intended to or could prevent, impede, or, in any material respect, interfere with, delay or adversely affect the Merger or any other transactions contemplated by the Merger Agreement or the performance by us of our obligations under this Undertaking.

 

(b)                As long as we beneficially own, or are otherwise entitled to vote or consent with respect to, any Ordinary Shares, from and after the date hereof until the Expiration Time, we shall retain at all times the right to vote or consent with respect to all of such Ordinary Shares in our sole discretion and without any other limitation on those matters, other than those limitations contained in Section 1(a) hereof. For the avoidance of doubt, nothing in the foregoing of this Section 1(b) shall restrict (or be deemed to restrict) any transfer or other disposition of Ordinary Shares by us from time to time.

 

2.                   Waiver of Dissenter Rights. We hereby irrevocably and unconditionally waive, and agree to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Merger and any other transactions contemplated by the Merger Agreement that we may have by virtue of, or with respect to, any of the Ordinary Shares beneficially owned by us.

 

3.                   Conditions. The performance of our obligations under Section 1 shall be subject to and contingent upon (a) the approval by our shareholders at an extraordinary general meeting of shareholders that will be held before our performance of such obligations; and (b) the cash consideration payable for each Ordinary Share in the Merger shall be US$120. We undertake that we will use all reasonable efforts to prepare (including prepare, finalize and post a circular to our shareholders as may be required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and convene such extraordinary general meeting to approve our performance of the obligations under Section 1 as soon as practicable after the date hereof. For the avoidance of doubt, the remainder of this Undertaking shall continue to be in full force and effect with respect to us even if the shareholder approval for the performance of our obligations under Section 1 is not obtained.

 

4.                   Specific Performance. The parties hereto acknowledge that there may be no adequate remedy at law for a breach of this Undertaking and that money damages may not be an appropriate remedy for breach of this Undertaking. Therefore, the parties agree that each party has the right to seek injunctive relief and specific performance of this Undertaking in the event of any breach hereof in addition to any rights it may have for damages. The remedies set forth in this Section 4 are cumulative and shall in no way limit any other remedy any party hereto has at law, in equity or pursuant hereto.

 

5.                   Third Party Beneficiary Rights. There are no third party beneficiaries of this Undertaking and nothing in this Undertaking, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities.

 

6.                   Governing Law and Venue.

 

(a)                This Undertaking 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.

 

  2  

 

 

 

(b)                Any dispute, controversy, difference or claim arising out of or relating to this Undertaking (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 thereto) 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 (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.

 

(c)                Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in Section 6, any party hereto 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.

 

7.                   Severability. If any term or provision contained in this Undertaking shall be held to be illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, that term or provision shall to that extent be deemed not to form part of this Undertaking and the enforceability of the remainder of this Undertaking shall be unaffected.

 

8.                   Counterparts. This Undertaking may be executed and delivered in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

 

9.                   Notice. Any notice required pursuant to this Undertaking 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 1 of this Undertaking, 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 follows]

 

  3  

 

 

 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Undertaking as of the date first written above.

 

  PW Medtech Group Limited (普华和顺集团公司)
       
       
       
  By:   /s/ Yue’e Zhang
  Name: Yue’e Zhang
  Title: Executive Director and Chief Executive Officer

 

 

[PW Medtech Group Limited – Signature Page to Voting Undertaking]

 

 

 

Agreed and acknowledged by:

 

CBPO Holdings Limited  
       
       
       
By:   /s/ Hui Li  
Name: Hui Li  
Title: Director  

 

 

[PW Medtech Group Limited – Signature Page to Voting Undertaking]

 

 

 

SCHEDULE 1

 

NOTICE DETAILS

 

If to PW Medtech Group Limited, to:

 

c/o PW Medtech Group Limited

Level 54, Hopewell Centre

183 Queen’s Road East

Hong Kong

Attention: George Chen
E-mail: george.chen@pwmedtech.com

 

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
E-mail: george.chen@pwmedtech.com

 

Wilson Sonsini Goodrich & Rosati

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

Attention: Weiheng Chen
E-mail: wchen@wsgr.com

 

If to Parent, to:

 

c/o PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

 

with a copy to:

 

Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong

Attention: Andrew Chan

 

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong

Attention: Gary Li; Xiaoxi Lin
Facsimile: +852 3761 3301
Email: gary.li@kirkland.com; xiaoxi.lin@kirkland.com