Exhibit (a)-(1)

PROXY STATEMENT OF THE COMPANY

January 25, 2021

Shareholders of China Biologic Products Holdings, Inc.

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of China Biologic Products Holdings, Inc. (the “Company”) to be held on March 1, 2021, at 10:00 a.m. (Beijing time). The meeting will be held at the principal office of the Company located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing, China. The attached notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment thereof.

On November 19, 2020, the Company entered into an agreement and plan of merger (the “merger agreement”) with CBPO Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), and CBPO Group Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”) and cease to exist, with the Company continuing as the surviving company (the “surviving company”) and becoming a wholly-owned subsidiary of Parent. At the extraordinary general meeting you will be asked to consider and vote upon a proposal to authorize and approve the merger agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the merger (the “plan of merger”), and the transactions contemplated by the merger agreement and the plan of merger, including the merger. Copies of the merger agreement and the plan of merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

Each of Parent and Merger Sub was formed solely for purposes of the merger and the investment and financing transactions related to the merger. At the effective time of the merger, Parent will be wholly-owned by (a) Beachhead Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Beachhead”); (b) Point Forward Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Point Forward”); (c) 2019B Cayman Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“2019B Cayman”); (d) Parfield International Ltd., a British Virgin Islands company (“Parfield”); (e) HH China Bio Holdings LLC, a Cayman Islands limited liability company (“HH China Bio Holdings”); (f) HH SUM-XXII Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“HH Sum”); (g) V-Sciences Investments Pte Ltd, a private limited company incorporated under the laws of Republic of Singapore (“V-Sciences”); (h) Mr. Joseph Chow, the chairman of the board of directors and the chief executive officer of the Company (“Mr. Chow”); (i) Biomedical Treasure Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Treasure”); (j) Biomedical Future Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Future”); (k) Biomedical Development Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Biomedical Development”); (l) TB MGMT Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TB MGMT”); (m) TB Executives Unity Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TB Executives”); and (n) TB Innovation Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“TB Innovation”), or their respective affiliates. Beachhead, Point Forward, Parfield, 2019B Cayman, HH Sum, V-Sciences, Mr. Chow, Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives, TB Innovation, Double Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Double Double”), Parent and Merger Sub are collectively referred to herein as the “Buyer Consortium.”

As of the date of this proxy statement, the Buyer Consortium, Guangli Pang, Ming Yang, Gang Yang, Ming Yin and Bingbing Sun (such individuals, collectively referred to herein as the “Rollover Management Members”) beneficially own in the aggregate 26,724,366 ordinary shares, par value US$0.0001 per share of the Company (the “Ordinary Shares”), which collectively represent approximately 68.67% of the total issued and outstanding Ordinary Shares. Pursuant to the terms of the voting and support agreement (the “Support Agreement”) dated as of November 19, 2020, by and among Beachhead, Double Double, Point Forward, 2019B Cayman, Parfield, HH Sum, HH China Bio Holdings, V-Sciences, Mr. Chow, Biomedical Treasure, Biomedical Future, Biomedical Development, Guangli Pang, Ming Yang, Gang Yang, Ming Yin, Bingbing Sun (collectively, the “Rollover Securityholders”), Parent, TB MGMT, TB Executives and TB Innovation, each Rollover Securityholder will vote all Ordinary Shares beneficially owned by such Rollover Securityholder in favor of the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, at the extraordinary general meeting of shareholders of the Company. If the merger is completed, the Company will continue its operations as a privately held company and, as a result of the merger, the Ordinary Shares will no longer be listed on the Nasdaq Global Select Market.

If the merger is completed, at the effective time of the merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive US$120.00 per share in cash, without interest and net of any applicable withholding taxes, except for (a) Ordinary Shares held by the Company as treasury shares or any direct or indirect subsidiary of the Company (the “Cancelled Shares”), which will be cancelled and cease to exist without consideration, (b) Ordinary Shares held by Parent or by any direct or indirect subsidiary of Parent (including Ordinary Shares to be contributed by the Rollover Securityholders to Parent immediately prior to or at the effective time of the merger pursuant to the Support Agreement (the “Rollover Shares” and together with the Cancelled Shares, the “Excluded Shares”)), which will be, at Parent’s option, cancelled and cease to exist without consideration or 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 Act (2021 Revision) of the Cayman Islands (the “Cayman Islands Companies Act”) (the “Dissenting Shares”), which will be cancelled and cease to exist and each holder thereof will be entitled to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.

In addition, at the effective time of the merger, (a) each option to purchase Ordinary Shares (each, a “Company Option”) issued by the Company pursuant to the Company’s 2008 Equity Incentive Plan or the Company’s 2019 Equity Incentive Plan (collectively, the “Company Share Plans”), whether vested or unvested, that is outstanding, unexercised and not yet expired as of immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of US$120.00 over the applicable per share exercise price of such Company Option and (ii) the number of Ordinary Shares underlying such Company Option; (b) each award of restricted Ordinary Shares (each, a “Company Restricted Share Award”) issued by the Company pursuant to any Company Share Plan, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company Restricted Share Award, except that certain Company Restricted Share Awards held by Guangli Pang, Ming Yang, Gang Yang and Bingbing Sun will be contributed to Parent in exchange for shares of Parent; (c) each award of restricted share units (each, a “Company RSU Award”) issued by the Company pursuant to any Company Share Plan that was granted by the Company prior to January 1, 2020 and the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and Qi Ning on or after January 1, 2020, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award, except that the Company RSU Awards granted to Mr. Chow prior to January 1, 2020 will be accelerated immediately prior to the closing of the merger and a portion thereof will be settled in Ordinary Shares and contributed to Parent in exchange for shares of Parent; (d) each unvested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and Qi Ning) that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an equity-based award to be granted by an exempted company incorporated in the Cayman Islands with limited liability which is or will become one of the direct shareholders of Parent immediately after the closing of the merger, having a substantially equivalent economic value of such Company RSU Award and subject to the same vesting terms and other conditions applicable to such corresponding Company RSU Award, except that the Company RSU Awards granted to Mr. Chow on or after January 1, 2020 will be accelerated immediately prior to the closing of the merger and a portion thereof will be settled in Ordinary Shares and contributed to Parent in exchange for shares of Parent; and (e) each vested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Mr. Chow) will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award.

A special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), composed solely of directors who are unaffiliated with any member of the Buyer Consortium or any member of the management the Company, reviewed and considered the terms and conditions of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger. On November 19, 2020, the Special Committee unanimously (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), (b) declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, (c) recommended that the Board authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (d) recommended that the Board submit the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, to the shareholders of the Company for approval and authorization at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve by way of a special resolution the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger.

On November 19, 2020, the Board, after carefully considering all relevant factors, including the determination and recommendation of the Special Committee, (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, (b) authorized and approved the execution, delivery and performance of the merger agreement and the plan of merger and the consummation of the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (c) resolved to direct that the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger.

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of directors unaffiliated with any member of the Buyer Consortium or any member of the management the Company, the Board authorized and approved the merger agreement and the plan of merger and recommends that you vote FOR the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including (a) the merger, (b) the variation of the authorized share capital of the Company at the effective time of the merger from US$11,000 divided into (i) 100,000,000 ordinary shares of a par value of US$0.0001 each and (ii) 10,000,000 series A participating preferred shares of a par value of US$0.0001 each to US$11,000 divided into 110,000,000 ordinary shares of a par value of US$0.0001 each (the “variation of capital”), and (c) upon the merger becoming effective, the replacement of the existing memorandum and articles of association of the Company in its entirety with a new amended and restated memorandum and articles of association of the Company (as the surviving company) in the form attached as Schedule 2 to the plan of merger (the “amendment of the M&A”), FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the merger agreement, the plan of merger, and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

The accompanying proxy statement provides detailed information about the merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference therein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website www.sec.gov.

Regardless of the number of Ordinary Shares you own, your vote is very important. In order for the merger to be completed, the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires the affirmative vote of shareholders representing at least two-thirds of the voting power of the Ordinary Shares present and voting in person or by proxy as a single class at the extraordinary general meeting. In considering the recommendation of the Special Committee and the Board, you should be aware that some of the Company’s directors or executive officers have interests in the merger that are different from, or in addition to, the interests of the shareholders generally. As of the date of this proxy statement, the Buyer Consortium and the Rollover Management Members collectively beneficially own approximately 68.67% of the Company’s issued and outstanding Ordinary Shares. Whether or not you plan to attend the extraordinary general meeting, please complete the enclosed proxy card, in accordance with the instructions set forth on your proxy card, as promptly as possible. The deadline to lodge your proxy card is February 26, 2021 at 10:00 a.m. (Beijing time). Each shareholder has one vote for each Ordinary Share held as of the close of business in the Cayman Islands on February 1, 2021.

Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the meeting has undertaken to demand poll voting at the meeting.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Ordinary Shares in person. Please note, however, that if your Ordinary Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Ordinary Shares represented by your proxy card will be voted FOR the proposal to authorize and approve the merger agreement, the plan of merger, and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to merger agreement, the plan of merger, and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than Joseph Chow and Ming Yin as your proxy, in which case the Ordinary Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered holders of Ordinary Shares who dissent from the merger will be entitled to receive payment of the fair value of their Ordinary Shares in accordance with Section 238 of the Cayman Islands Companies Act if the merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the merger is taken at the extraordinary general meeting, a written objection to the merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of your Ordinary Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the merger consideration you would receive pursuant to the merger agreement if you do not exercise dissenters’ rights with respect to your Ordinary Shares.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

If you have any questions or need assistance voting your Ordinary Shares, please contact Issuer Direct Corporation, the proxy solicitor, at +1 (919) 481-4000, or by email at proxy@issuerdirect.com.

Thank you for your cooperation and continued support.

The accompanying proxy statement is dated January 25, 2021, and is first being mailed to the Company’s shareholders on or about February 1, 2021.

CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

March 1, 2021

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of China Biologic Products Holdings, Inc. (referred to herein alternately as “the Company,” “us,” “we” or other terms correlative thereto), will be held on March 1, 2021 at 10:00 a.m. (Beijing time) at the principal office of the Company located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing, China.

Only registered holders of ordinary shares of the Company, par value US$0.0001 per share (each, an “Ordinary Share”), at the close of business in the Cayman Islands on February 1, 2021 (the “record date”) or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

THAT the agreement and plan of merger, dated as of November 19, 2020 (the “merger agreement”), among CBPO Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company (such merger agreement being in the form attached as Annex A to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting), the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such plan of merger being substantially in the form attached as Annex B to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “merger”), and any and all transactions contemplated by the merger agreement, including (a) the merger, (b) the variation of the authorized share capital of the Company at the effective time of the merger from US$11,000 divided into (i) 100,000,000 ordinary shares of a par value of US$0.0001 each and (ii) 10,000,000 series A participating preferred shares of a par value of US$0.0001 each to US$11,000 divided into 110,000,000 ordinary shares of a par value of US$0.0001 each (the “variation of capital”), and (c) upon the merger becoming effective, the replacement of the existing memorandum and articles of association of the Company in its entirety with a new amended and restated memorandum and articles of association of the Company (as the surviving company) in the form attached as Schedule 2 to the plan of merger (the “amendment of the M&A”), be authorized and approved; and

THAT each of the directors and officers of the Company be authorized to do all things necessary to give effect to the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A; and

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive office at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing, 100125, China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

After careful consideration and upon the unanimous recommendation of a special committee (the “Special Committee”) of the board of directors (the “Board”) of the Company, composed solely of directors who are unaffiliated with any member of the Buyer Consortium or any member of the management the Company, the Board (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, (b) authorized and approved the execution, delivery and performance of the merger agreement and the plan of merger and the consummation of the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (c) resolved to direct that the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger. The Board recommends that you vote FOR the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

In order for the merger to be completed, the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires the affirmative vote of holders of Ordinary Shares representing two-thirds or more of the voting power of Ordinary Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited, Joseph Chow, Guangli Pang, Ming Yang, Gang Yang, Ming Yin, Bingbing Sun, Biomedical Treasure Limited, Biomedical Future Limited, Biomedical Development Limited, 2019B Cayman Limited, Parfield International Ltd., HH SUM-XXII Holdings Limited, HH China Bio Holdings LLC and V-Sciences Investments Pte Ltd (collectively, the “Rollover Securityholders”) have entered into a voting and support agreement, dated as of November 19, with Parent and certain other parties named therein (the “Support Agreement”), pursuant to which each of the Rollover Securityholders has agreed to, subject to the terms and conditions set forth therein and among other obligations, vote in favor of the authorization and approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger. As of the date of this proxy statement, the Rollover Securityholders beneficially own in the aggregate 26,724,366 Ordinary Shares, which collectively represent approximately 68.67% of the total issued and outstanding Ordinary Shares.

Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card, which is attached as Annex F to the accompanying proxy statement, as promptly as possible. To be valid, your proxy card must be completed, signed and returned in accordance with the instructions set forth on the proxy card no later than February 26, 2021 at 10:00 a.m. (Beijing time). The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting as the chairman of the meeting has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Ordinary Share held as of the close of business in the Cayman Islands on the record date. If you receive more than one proxy card because you own Ordinary Shares that are registered in different names, please vote all of your Ordinary Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Ordinary Shares in person. Please note, however, that if your Ordinary Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of the shareholders. If no specific instructions are given by such shareholders, such Ordinary Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than Joseph Chow and Ming Yin as proxy, in which case the Ordinary Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered holders of Ordinary Shares who dissent from the merger will be entitled to receive payment of the fair value of their Ordinary Shares in accordance with Section 238 of the Cayman Islands Companies Act if the merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the merger is taken at the extraordinary general meeting, a written objection to the merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of their Ordinary Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the merger consideration they would receive pursuant to the merger agreement if they do not exercise dissenters’ rights with respect to their Ordinary Shares.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

If you have any questions or need assistance voting your Ordinary Shares, please contact Issuer Direct Corporation, the proxy solicitor, at +1 (919) 481-4000, or by email at proxy@issuerdirect.com.

The merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger are described in the accompanying proxy statement. Copies of the merger agreement and the plan of merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

PROXY STATEMENT

Dated January 25, 2021

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of China Biologic Products Holdings, Inc. can be voted at the extraordinary general meeting by submitting your proxy card or by contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in accordance with the instructions set forth on the proxy card, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than Joseph Chow and Ming Yin as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy materials, please contact Issuer Direct Corporation, the proxy solicitor, at +1 (919) 481-4000, or by email at proxy@issuerdirect.com.

TABLE OF CONTENTS

SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers about the Extraordinary General Meeting and the Merger” highlight selected information contained in this proxy statement regarding the merger and may not contain all of the information that may be important to your consideration of the merger and other transactions contemplated by the merger agreement. You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 127. In this proxy statement, the terms “the Company,” “us,” “we”, “our” or other terms correlative thereto refer to China Biologic Products Holdings, Inc. All references to “dollars,” “$” and “US$” in this proxy statement are to U.S. dollars.

The Parties Involved in the Merger

The Company

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a leading fully integrated plasma-based biopharmaceutical company in China.

The Company’s principal executive offices are located at 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing, 100125, People’s Republic of China. The Company’s telephone number at this address is +86 10 6598-3111 and fax number is +86 10 6598 3222. Our registered office in the Cayman Islands is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

For a description of the Company’s history, development, business and organizational structure, see the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed on March 12, 2020, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 127 for a description of how to obtain a copy of such Annual Report.

Parent

CBPO Holdings Limited (“Parent”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly-owned by Centurium Capital Partners 2018, L.P. Parent was formed solely for the purpose of forming and holding all of the equity interests in Merger Sub (as defined below) and engaging in the transactions contemplated by the merger agreement (as defined below), including the merger (as defined below). The registered office of Parent is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Merger Sub

CBPO Group Limited (“Merger Sub”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of effecting the merger. The business address of Merger Sub is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Centurium Filing Persons

Each of Beachhead Holdings Limited (“Beachhead”), Double Double Holdings Limited (“Double Double”) and Point Forward Holdings Limited (“Point Forward”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands.

Each of Centurium Capital Partners 2018, L.P. (“CCP 2018”), Centurium Capital 2018 Co-invest, L.P. (“CCCI 2018”) and CCM CB I, L.P. (“CCM CB I” and, together with Beachhead, Double Double, Point Forward, CCP 2018 and CCCI 2018, the “Centurium Filing Persons”) is a limited partnership formed under the laws of the Cayman Islands. CCP 2018 holds 100% of the equity interest in Beachhead and Double Double, CCCI 2018 holds 74% of the equity interest in Point Forward and CCM CB I holds 26% of the equity interest in Point Forward.

The principal business address and telephone number of each of the Centurium Filing Persons is Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong and +852 3643 0755.

The principal business of each of Beachhead, Double Double and Point Forward is investment holding. The principal business of each of CCP 2018, CCCI 2018 and CCM CB I is investment activities.

CITIC Filing Persons

2019B Cayman Limited (“2019B Cayman”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Each of CITIC Capital China Partners IV, L.P. (“CCCP IV”) and CC China (2019B) L.P. (“CCC Co-Investment” and, together with 2019B Cayman and CCCP IV, the “CITIC Filing Persons”) is a limited partnership formed under the laws of the Cayman Islands. CCCP IV holds 70.2% of the equity interest in 2019B Cayman and CCC Co-Investment holds 29.8% of the equity interest in 2019B Cayman.

The principal business address of CCCP IV, CCC Co-Investment and 2019B Cayman is 28/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong, and their business telephone number is + 852 3710 6889.

The principal business of each of CCCP IV and CCC Co-Investment is investment management for the benefit of its limited partners. The principal business of 2019B Cayman is investment holdings.

Parfield Filing Persons

Each of Parfield International Ltd. (“Parfield”) and Amplewood Resources Ltd. (“Amplewood”) is a British Virgin Islands company. Marc Chan (together with Parfield and Amplewood, the “Parfield Filing Persons”) is the sole shareholder and sole director of each of Parfield and Amplewood. Marc Chan is a Canadian citizen residing in Hong Kong.

The principal business address and telephone number of each of Parfield, Amplewood and Marc Chan is Unit No. 21E, 21st Floor, United Centre, 95 Queensway, Admiralty, Hong Kong and +852 2122 8902.

The principal business of each of Parfield and Amplewood is investment in securities. The principal occupation of Marc Chan is as a director of Huacomm Telecommunication Engineering (HK) Ltd.

Hillhouse Filing Persons

HH China Bio Holdings LLC (“HH China Bio Holdings”) is a Cayman Islands limited liability company. The registered office and telephone number for HH China Bio Holdings is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.

HH SUM-XXII Holdings Limited (“HH Sum” and, together with HH China Bio Holdings, the “Hillhouse Filing Persons”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The registered office and telephone number for HH Sum is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 31106, Cayman Islands KY1-1205, +852 2179 1988.

Each of HH China Bio Holdings and HH Sum was formed for the purpose of holding investments.

Management Filing Persons

Each of Biomedical Treasure Limited (“Biomedical Treasure”), Biomedical Future Limited (“Biomedical Future”), Biomedical Development Limited (“Biomedical Development”), TB MGMT Holding Company Limited (“TB MGMT”), TB Executives Unity Holding Limited (“TB Executives”) and TB Innovation Holding Limited (“TB Innovation”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Mr. Joseph Chow (“Mr. Chow” and, together with Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation, collectively, the “Management Filing Persons”) is a citizen of the United States of America. Mr. Chow indirectly controls each of Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation.

The principal business address and telephone number of each of the Management Filing Persons is 18th Floor, Jialong International Building, 19 Chaoyang Park Road, Chaoyang District, Beijing 100125, People’s Republic of China and +86 10 6598 3000.

The principal business of each of Biomedical Treasure, Biomedical Future, Biomedical Development, TB MGMT, TB Executives and TB Innovation is investment holding. Mr. Chow is the chairman and chief executive officer of the Company.

Throughout this proxy statement, (i) Beachhead, Double Double, Point Forward, 2019B Cayman, Parfield, HH Sum, V-Sciences Investments Pte Ltd (“V-Sciences”), the Management Filing Persons, Parent and Merger Sub are collectively referred to as the “Buyer Consortium”, (ii) the Centurium Filing Persons, the CITIC Filing Persons, the Parfield Filing Persons, the Hillhouse Filing Persons, the Management Filing Persons, Parent and Merger Sub are collectively referred to as the “Buyer Consortium Filing Persons”, and (iii) Guangli Pang, Ming Yang, Gang Yang, Ming Yin and Bingbing Sun are collectively referred to as the “Rollover Management Members”. Additional information regarding the parties to the merger is set forth in Annex E, which is attached hereto and incorporated herein by reference.

The Merger (Page 97)

The Company, Parent and Merger Sub have entered into an agreement and plan of merger, dated as of November 19, 2020 (the “merger agreement”), pursuant to which Merger Sub will be merged with and into the Company and cease to exist, with the Company continuing as the surviving company (the “surviving company”) (such transaction, the “merger”).

You are being asked to vote to authorize and approve the merger agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “plan of merger”), and the transactions contemplated by the merger agreement and the plan of merger, including (a) the merger, (b) the variation of the authorized share capital of the Company at the effective time of the merger from US$11,000 divided into (i) 100,000,000 ordinary shares of a par value of US$0.0001 each and (ii) 10,000,000 series A participating preferred shares of a par value of US$0.0001 each to US$11,000 divided into 110,000,000 ordinary shares of a par value of US$0.0001 each (the “variation of capital”), and (c) upon the merger becoming effective, the replacement of the existing memorandum and articles of association of the Company in its entirety with a new amended and restated memorandum and articles of association of the Company (as the surviving company) in the form attached as Schedule 2 to the plan of merger (the “amendment of the M&A”).

Following the completion and as a result of the merger, the surviving company will be wholly-owned by Parent (which will be beneficially owned by certain members of the Buyer Consortium or their respective affiliates), and will continue to do business under the name “China Biologic Products Holdings, Inc.” following the merger. If the merger is completed, the Company will cease to be a publicly traded company and its ordinary shares of a par value of US$0.0001 each (the “Ordinary Shares”) will cease to be listed on the Nasdaq Global Select Market (“Nasdaq”), and price quotations with respect to sales of the Ordinary Shares in the public market will no longer be available. In addition, 90 days after the filing of Form 15 in connection with the completion of the merger or such longer period as may be determined by the Securities and Exchange Commission (the “SEC”), registration of the Ordinary Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be terminated. After the effective time of the merger, the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the United States federal securities laws, including the Sarbanes-Oxley Act of 2002, that are applicable to public companies. Copies of the merger agreement and the plan of merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the merger agreement and the plan of merger in their entirety because they, and not this proxy statement, are the legal documents that govern the merger.

Merger Consideration (Page 97)

Under the terms of the merger agreement, at the effective time of the merger, each Ordinary Share issued and outstanding immediately prior to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive US$120.00 per share in cash (the “per share merger consideration”), without interest and net of any applicable withholding taxes, except for (a) Ordinary Shares held by the Company as treasury shares or any direct or indirect subsidiary of the Company (the “Cancelled Shares”), which will be cancelled and cease to exist without consideration, (b) Ordinary Shares held by Parent or by any direct or indirect subsidiary of Parent (including Ordinary Shares to be contributed by the Rollover Securityholders to Parent immediately prior to or at the effective time of the merger pursuant to the Support Agreement (the “Rollover Shares” and together with the Cancelled Shares, the “Excluded Shares”)), which will be, at Parent’s option, cancelled and cease to exist without consideration or 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 Act (2021 Revision) of the Cayman Islands (the “Cayman Islands Companies Act”) (the “Dissenting Shares”), which will be cancelled and cease to exist and each holder thereof will be entitled to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.

Treatment of Company Options, Company Restricted Share Awards and Company RSU Awards (Page 98)

At the effective time of the merger, (a) each option to purchase Ordinary Shares (each, a “Company Option”) issued by the Company pursuant to the Company’s 2008 Equity Incentive Plan or the Company’s 2019 Equity Incentive Plan (collectively, the “Company Share Plans”), whether vested or unvested, that is outstanding, unexercised and not yet expired as of immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of US$120.00 over the applicable per share exercise price of such Company Option and (ii) the number of Ordinary Shares underlying such Company Option; (b) each award of restricted Ordinary Shares (each, a “Company Restricted Share Award”) issued by the Company pursuant to any Company Share Plan, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company Restricted Share Award, except that certain Company Restricted Share Awards held by Guangli Pang, Ming Yang, Gang Yang and Bingbing Sun will be contributed to Parent in exchange for shares of Parent; (c) each award of restricted share units (each, a “Company RSU Award”) issued by the Company pursuant to any Company Share Plan that was granted by the Company prior to January 1, 2020 and the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and Qi Ning on or after January 1, 2020, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award, except that the Company RSU Awards granted to Mr. Chow prior to January 1, 2020 will be accelerated immediately prior to the closing of the merger and a portion thereof will be settled in Ordinary Shares and contributed to Parent in exchange for shares of Parent; (d) each unvested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Yue’e Zhang, Sean Shao, Yungang Lu and Qi Ning) that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive an equity-based award to be granted by an exempted company incorporated in the Cayman Islands with limited liability which is or will become one of the direct shareholders of Parent immediately after the closing of the merger, having a substantially equivalent economic value of such Company RSU Award and subject to the same vesting terms and other conditions applicable to such corresponding Company RSU Award, except that the Company RSU Awards granted to Mr. Chow on or after January 1, 2020 will be accelerated immediately prior to the closing of the merger and a portion thereof will be settled in Ordinary Shares and contributed to Parent in exchange for shares of Parent; and (e) each vested Company RSU Award granted on or after January 1, 2020 (other than the Company RSU Awards granted to Mr. Chow) will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of US$120.00 and the number of Ordinary Shares underlying such Company RSU Award.

Record Date and Voting (Page 93)

You are entitled to attend and vote at the extraordinary general meeting if you have Ordinary Shares registered in your name in the Company’s register of members at the close of business in the Cayman Islands on February 1, 2021, the record date for voting Ordinary Shares at the extraordinary general meeting (the “record date”). If you own Ordinary Shares at the close of business in the Cayman Islands on the record date, the deadline for you to lodge your proxy card and vote is February 26, 2021 at 10:00 a.m. (Beijing time).

Each holder has one vote for each Ordinary Share held as of the close of business in the Cayman Islands on the record date. We expect that, as of the record date, there will be 38,919,321 Ordinary Shares entitled to be voted at the extraordinary general meeting. See “Summary Term Sheet—Voting Information” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger (Page 93)

In order for the merger to be completed, the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires an affirmative vote of holders of Ordinary Shares representing two-thirds or more of the voting power of Ordinary Shares present and voting in person or by proxy as a single class at the extraordinary general meeting (the “Company Requisite Vote”).

As of the date of this proxy statement, the Rollover Securityholders beneficially own in the aggregate 26,724,366 Ordinary Shares, which collectively represent approximately 68.67% of the total issued and outstanding Ordinary Shares. See “Security Ownership of Certain Beneficial Owners and Management Members of the Company” beginning on page 121 for additional information. Pursuant to the terms of the Support Agreement (as defined below), these Ordinary Shares will be voted in favor of the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, at the extraordinary general meeting.

Voting Information (Page 94)

Before voting your Ordinary Shares, we encourage you to read this proxy statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the merger will affect you. To ensure that your Ordinary Shares can be voted at the extraordinary general meeting, please complete the accompanying proxy card in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for you to lodge your proxy card is February 26, 2021, at 10:00 a.m. (Beijing time).

If a broker, bank or other nominee holds your Ordinary Shares in “street name,” your broker, bank or other nominee should provide you with instructions on how to vote your Ordinary Shares. Your broker, bank or other nominee will not vote your Ordinary Shares in the absence of specific instructions from you. These non-voted Ordinary Shares are referred to as “broker non-votes.”

Dissenters’ Rights (Page 115)

Registered holders of Ordinary Shares who elect to dissent from the merger will be entitled to receive payment of the fair value of their Ordinary Shares in accordance with Section 238 of the Cayman Islands Companies Act if the merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the merger is taken at the extraordinary general meeting, a written objection to the merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, which is attached as Annex D to this proxy statement. The fair value of your Ordinary Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the merger consideration you would receive pursuant to the merger agreement if you do not exercise dissenters’ rights with respect to your Ordinary Shares.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” as well as Annex D to this proxy statement carefully and to consult your Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

Purposes and Effects of the Merger (Page 67)

The purpose of the merger is to enable Parent to acquire 100% control of the Company in a transaction in which the holders of Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) will be cashed out in exchange for US$120.00 per Ordinary Share. See “Special Factors—Purposes of and Reasons for the Merger” beginning on page 67 for additional information.

Our Ordinary Shares are currently listed on Nasdaq under the symbol “CBPO.” It is expected that, following the consummation of the merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned by certain members of the Buyer Consortium or their respective affiliates. See “Special Factors—Effects of the Merger on the Company” beginning on page 68 for additional information.

Plans for the Company after the Merger (Page 71)

Following the completion of the merger, Parent will own 100% of the equity interest in the surviving company. The Buyer Consortium Filing Persons anticipate that the Company will continue to conduct its operations substantially as they are currently being conducted, except that it will cease to be a publicly traded company and will instead be a wholly-owned subsidiary of Parent.

Following the completion of the merger and the anticipated deregistration, the Company will no longer be subject to the Exchange Act or the compliance and reporting requirements of Nasdaq and the related direct and indirect costs and expenses.

See “Special Factors—Plans for the Company after the Merger” beginning on page 71 for additional information.

Recommendations of the Special Committee and the Board (Page 40)

The Special Committee, after consultation with its financial advisor and legal counsel, unanimously: (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, (b) authorized and approved the execution, delivery and performance of the merger agreement and the plan of merger and the consummation of the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (c) resolved to direct that the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger.

After careful consideration and upon the unanimous recommendation of the Special Committee and after each director duly disclosed his or her interests in the transactions contemplated by the merger agreement, the Board recommends that you vote FOR the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Position of the Buyer Consortium Filing Persons as to the Fairness of the Merger (Page 46)

Each Buyer Consortium Filing Person believes that the merger is fair to the shareholders of the Company other than the members of the Buyer Consortium, Rollover Management Members and their respective affiliates (the “unaffiliated shareholders”). Their belief is based upon the factors discussed under “Special Factors—Position of the Buyer Consortium Filing Persons as to the Fairness of the Merger” beginning on page 46.

Financing of the Merger (Page 73)

The Company and the Buyer Consortium estimate that the total amount of funds necessary to complete the merger is anticipated to be approximately US$1.56 billion as of the date of this proxy statement, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Buyer Consortium do not consider the value of the Excluded Shares, which will be cancelled for no consideration or converted into the same number of shares of the surviving company pursuant to the merger agreement. This amount includes the cash to be paid to the unaffiliated shareholders and holders of Company Options, Company Restricted Share Awards and Company RSU Awards, as well as related costs and expenses, in connection with the merger.

The Buyer Consortium expects to provide this amount through a combination of (i) debt financing of a committed senior term loan facility contemplated by a Debt Commitment Letter (the “Debt Commitment Letter”) dated as of November 13, 2020 by and among Merger Sub as borrower, Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) as arrangers and underwriters (collectively the “Arranger and Underwriter”), and (ii) offshore available cash of the Company and its subsidiaries.

Each of Biomedical Treasure, Biomedical Future and CCC Co-Investment (collectively, the “Sponsors”) planned to provide equity financing in an aggregate amount of up to approximately US$674.5 million to Parent to complete the merger if the transactions contemplated by the Additional PWM SPAs and the Additional Parfield SPA failed to be consummated prior to the closing of the merger pursuant to the terms and conditions of the equity commitment letters, dated as of November 19, 2020, between Parent and each of Biomedical Treasure, Biomedical Future and CCC Co-Investment (the “Equity Commitment Letters”). Since all of the transactions contemplated by the Additional PWM SPAs and the Additional Parfield SPA have been consummated, the Equity Commitment Letters have been terminated and no cash contribution would be required to be provided by the applicable Sponsors to finance the merger.

See “Special Factors—Financing of the Merger” beginning on page 73 for additional information.

Limited Guarantees (Page 76)

Concurrently with the execution and delivery of the merger agreement, each of CCP 2018, CCCI 2018, CCM CB I, CCCP IV, CCC Co-Investment, Hillhouse Capital Investments Fund IV, L.P., Marc Chan, V-Sciences, Biomedical Treasure, Biomedical Future and Biomedical Development (collectively, the “Guarantors”) executed and delivered a limited guarantee, dated as of November 19, 2020 (collectively, the “Limited Guarantees”) in favor of the Company with respect to a portion of the payment obligations of Parent under the merger agreement for the termination fee that may become payable to the Company by Parent under certain circumstances and certain costs and expenses, as set forth in the merger agreement.

See “Special Factors—Limited Guarantees” beginning on page 76 for additional information.

Support Agreement (Page 76)

Concurrently with the execution of the merger agreement, Beachhead, Double Double, Point Forward, Parfield, 2019B Cayman, HH Sum, HH China Bio Holdings, V-Sciences, Mr. Chow, Biomedical Treasure, Biomedical Future, Biomedical Development, Guangli Pang, Ming Yang, Gang Yang, Ming Yin and Bingbing Sun (each, a “Rollover Securityholder”), TB MGMT, TB Executives and TB Innovation entered into a voting and support agreement dated as of November 19, 2020 (the “Support Agreement”) with Parent, pursuant to which each Rollover Securityholder agreed with Parent, among other things, (a) subject to the terms and conditions of the Support Agreement, to vote its equity securities of the Company, together with any Ordinary Shares (whether or not subject to a Company Restricted Share Award) acquired (whether beneficially or of record) by such Rollover Securityholder after November 19, 2020 and prior to the earlier of the effective time of the merger and the termination of such Rollover Securityholder’s obligations under the Support Agreement, in favor of the authorization and approval of the merger agreement, the merger and the other transactions contemplated thereby, and to take certain other actions in furtherance of the transactions contemplated by the merger agreement; and (b) subject to the terms and conditions of the Support Agreement, to contribute to Parent immediately prior to or at the effective time of the merger the rollover securities of the Company beneficially owned by such Rollover Securityholder.

See “Special Factors—Support Agreement” beginning on page 76 for additional information.

A&R Consortium Agreement (Page 76)

Concurrently with the execution of the merger agreement, 2019B Cayman, TB MGMT, TB Executives, TB Innovation and each then existing member of the Buyer Consortium entered into an amended and restated consortium agreement (the “A&R Consortium Agreement”) with Parent and Merger Sub, which amended and restated the consortium agreement, dated as of September 18, 2019, by and among Beachhead, PW Medtech Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PWM”), CCCP IV, Parfield, HH Sum and V-Sciences (as amended by the Consortium Agreement Amendment and the Exclusivity Extension Letter (each as defined in “Special Factors—Background of the Merger”), the “Consortium Agreement”) and governs the parties thereto with respect to the merger agreement and the matters relating thereto until the termination of the merger agreement or the consummation of the merger. The A&R Consortium Agreement provides for, among other things and subject to certain limitations or exceptions therein, (i) the joining of TB MGMT, TB Executives and TB Innovation into the Buyer Consortium and the novation of CCCP IV’s rights and obligations under the Consortium Agreement to 2019B Cayman, (ii) the mechanism for the Buyer Consortium to make decisions relating to the merger agreement pending consummation of the merger, (iii) the mechanism for admitting new members to the Buyer Consortium and making adjustments to the Buyer Consortium members’ equity commitments pending consummation of the merger, (iv) the sharing of certain fees and expenses among the Buyer Consortium members, (v) the obligations of the Buyer Consortium members to work exclusively with each other to implement the transactions contemplated by the merger agreement, including the merger and (vi) the termination of certain provisions of the A&R Consortium Agreement with respect to PWM upon the consummation of the transactions contemplated by the Additional PWM SPAs.

Upon the consummation of the transactions contemplated by the Additional PWM SPAs, PWM does not own any Ordinary Shares and the A&R Consortium Agreement (other than certain provisions relating to information provision, fees and expenses sharing, confidentiality obligations and certain miscellaneous provisions) has been terminated with respect to PWM.

See “Special Factors— A&R Consortium Agreement” beginning on page 76 for additional information.

PWM Merger Voting Undertaking (Page 77)

Concurrently with the execution of the merger agreement, PWM entered into a voting undertaking (the “PWM Merger Voting Undertaking”) in favor of Parent, pursuant to which PWM agreed, among other things, subject to the terms and conditions thereof, to vote the equity securities of the Company beneficially owned by it in favor of the authorization and approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement.

See “Special Factors— PWM Merger Voting Undertaking” beginning on page 77 for additional information.

PWM SPA (Page 77)

On September 18, 2019, Beachhead entered into a share purchase agreement (as amended by the PWM SPA Amendment No. 1, the PWM SPA Amendment No. 2 and the PWM SPA Amendments No. 3 (each as defined below) and as may be further amended from time to time, the “PWM SPA”) with PWM, pursuant to and subject to the terms and conditions of which, PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, 1,000,000 Ordinary Shares (the “PWM Sale Shares”) at the per Ordinary Share purchase price of US$101.00 (the “PWM Sale Price”), subject to potential further adjustments in accordance with the PWM SPA.

On March 17, 2020, Beachhead and PWM entered into an amendment no. 1 to the PWM SPA (the “PWM SPA Amendment No. 1”). Pursuant to, and subject to the terms and conditions of, the PWM SPA Amendment No. 1, PWM and Beachhead agreed that the PWM SPA may be terminated by either PWM or Beachhead if the closing of the transactions contemplated by the PWM SPA has not occurred by June 30, 2020, which date may be further extended by PWM and Beachhead in writing.

On May 5, 2020, PWM and Beachhead entered into an amendment no. 2 to the PWM SPA (the “PWM SPA Amendment No. 2”), pursuant to which PWM and Beachhead agreed to, among other things, waive the closing condition under the PWM SPA with respect to the execution of a definitive agreement for the merger.

On May 5, 2020, Beachhead and PWM entered into (i) an assignment agreement with Double Double (the “PWM-DD Assignment Agreement”), pursuant to which Beachhead assigned its rights and obligations with respect to the purchase of 615,000 Ordinary Shares under the PWM SPA to Double Double, and (ii) an assignment agreement with Point Forward (the “PWM-PF Assignment Agreement”), pursuant to which Beachhead assigned its rights and obligations with respect to the purchase of 385,000 Ordinary Shares under the PWM SPA to Point Forward.

On May 8, 2020, PWM completed the sale of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms and conditions of the PWM SPA and, as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.

On October 26, 2020, each of Double Double and Point Forward entered in to an amendment no. 3 to the PWM SPA (collectively, the “PWM SPA Amendments No. 3” and each an “PWM SPA Amendment No. 3”) with PWM, respectively, pursuant to which, each of Double Double and Point Forward paid to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of the PWM Sale Shares purchased by it under the PWM SPA, and the post-closing price adjustment provisions of the PWM SPA were deleted in their entirety with Double Double and Point Forward and their affiliates having no obligations or liabilities under such provisions.

See “Special Factors— PWM SPA” beginning on page 77 for additional information.

Parfield SPA (Page 77)

On September 18, 2019, Beachhead entered into a share purchase agreement (as amended by the Parfield SPA Amendment No. 1, the Parfield CP Waiver Letter and the Parfield SPA Amendment No. 2 (each as defined below) and as may be further amended from time to time, the “Parfield SPA”) with Parfield and Amplewood, pursuant to and subject to the terms and conditions of which, Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, up to 700,000 Ordinary Shares (the “Parfield Sale Shares”) at the per Ordinary Share purchase price of US$101.00 (the “Parfield Sale Price”), subject to potential further adjustments in accordance with the Parfield SPA.

On March 17, 2020, Parfield, Amplewood and Beachhead entered into an amendment no. 1 to the Parfield SPA (the “Parfield SPA Amendment No. 1”). Pursuant to, and subject to the terms and conditions of, the Parfield SPA Amendment No. 1, Parfield, Amplewood and Beachhead agreed, among other things, that the Parfield SPA may be terminated by either Parfield and Amplewood, on one hand, or Beachhead, on the other hand, if the closing of the transactions contemplated by the Parfield SPA has not occurred by June 30, 2020, which date may be further extended by Parfield, Amplewood and Beachhead in writing.

On April 8, 2020, Beachhead and Point Forward entered into an assignment agreement (the “Parfield Assignment Agreement”), pursuant to which Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

On April 8, 2020, Parfield, Amplewood, Beachhead and Point Forward entered into a waiver letter (the “Parfield CP Waiver Letter”), pursuant to which Parfield, Amplewood, Beachhead and Point Forward agreed to waive the closing condition under the Parfield SPA with respect to the execution of a definitive agreement for the merger.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

On October 26, 2020, Point Forward entered in to an amendment no. 2 to the Parfield SPA (the “Parfield SPA Amendment No. 2”) with Parfield and Amplewood, pursuant to which Point Forward paid to Parfield and Amplewood on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it pursuant to the terms and conditions of the Parfield SPA and the Parfield Assignment Agreement, and the post-closing price adjustment provisions of the Parfield SPA were deleted in their entirety with Point Forward and its affiliates having no obligations or liabilities under such provisions.

See “Special Factors— Parfield SPA” beginning on page 77 for additional information.

Centurium SPAs (Page 78)

On January 23, 2020, Double Double entered into a share purchase agreement with each of 2019B Cayman, a subsidiary of CCCP IV, HH Sum and V-Sciences (collectively, the “Centurium SPAs” and each, a “Centurium SPA”). Pursuant to, and subject to the terms and conditions of, the Centurium SPAs, Double Double agreed to sell to 2019B Cayman, HH Sum and V-Sciences 266,533 Ordinary Shares, 210,876 Ordinary Shares and 250,000 Ordinary Shares (collectively, the “Centurium Sale Shares”), respectively, at the per Ordinary Share purchase price of US$120.00 (the “Centurium Sale Price”), which is the same as the per share merger consideration.

On April 29, 2020, Double Double completed the sale of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the terms and conditions of the applicable Centurium SPA.

On May 6, 2020, Double Double completed the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.

See “Special Factors— Centurium SPAs” beginning on page 78 for additional information.

Additional PWM SPAs and PWM Letter Agreements (Page 78)

On October 26, 2020, PWM entered into a share purchase agreement with each of Biomedical Treasure, 2019B Cayman and Biomedical Future (collectively, the “Additional PWM SPAs” and each, an “Additional PWM SPA”). Pursuant to, and subject to the terms and conditions of, the Additional PWM SPAs, PWM agreed to sell to Biomedical Treasure, 2019B Cayman and Biomedical Future, 3,750,000 Ordinary Shares, 910,167 Ordinary Shares and at least 660,833 Ordinary Shares (collectively, the “Additional PWM Sale Shares”), respectively, at the per Ordinary Share purchase price of US$120.00 (the “Additional PWM Sale Price”), which is the same as the per share merger consideration. In the event that 2019B Cayman’s Additional PWM SPA is terminated or the transactions contemplated thereby fail to consummate in accordance with the terms and conditions thereof, PWM agreed to sell to Biomedical Future, and Biomedical Future agreed to purchase from PWM, on the same terms and conditions of Biomedical Future’s Additional PWM SPA, all Ordinary Shares that are not purchased by 2019B Cayman under 2019B Cayman’s Additional PWM SPA.

Concurrently with the execution and delivery of the Additional PWM SPAs, PWM entered into a letter agreement with each of Biomedical Treasure, 2019B Cayman, Biomedical Future and certain other parties (collectively, the “PWM Letter Agreements” and each a “PWM Letter Agreement”), pursuant to which the relevant parties thereto agreed, among other things, that: (i) during a period from the date of the relevant PWM Letter Agreement and until the occurrence of any of the following events (whichever is the earliest), PWM shall not roll over the Additional PWM Sale Shares in connection with the merger: (w) the closing of the transactions contemplated by the corresponding Additional PWM SPA; (x) the valid termination of the corresponding Additional PWM SPA; (y) the closing of the merger and (z) the execution of the merger agreement (or any amendment to or restatement of the merger agreement) which provides that the cash consideration payable for each Ordinary Share in the merger is less than US$120.00; (ii) in the event that the closing of the merger takes place before the closing of the transactions contemplated by the corresponding Additional PWM SPA, PWM shall be cashed out in the merger unless the corresponding Additional PWM SPA is validly terminated or the per share merger consideration is less than US$120.00; and (iii) PWM shall bear the agreed portion of out-of-pocket costs and expenses that have been incurred and accrued by the Buyer Consortium in connection with the merger prior to the closing of the transactions contemplated by the corresponding Additional PWM SPA, each subject to the terms and conditions of the relevant PWM Letter Agreement.

On December 30, 2020, PWM completed the sale of 910,167 Ordinary Shares and 660,833 Ordinary Shares to 2019B Cayman and Biomedical Future, respectively, pursuant to the terms and conditions of the applicable Additional PWM SPAs.

On January 6, 2021, PWM completed the sale of 3,750,000 Ordinary Shares to Biomedical Treasure pursuant to the terms and conditions of the applicable Additional PWM SPA.

See “Special Factors—Additional PWM SPAs and PWM Letter Agreement” beginning on page 78 for additional information.

Additional Centurium SPA (Page 79)

On October 26, 2020, Double Double entered into a share purchase agreement with Biomedical Development (the “Additional Centurium SPA”). Pursuant to, and subject to the terms and conditions of, the Additional Centurium SPA, Double Double agreed to sell to Biomedical Development 775,000 Ordinary Shares (the “Additional Centurium Sale Shares”), at the per Ordinary Share purchase price of US$120.00 (the “Additional Centurium Sale Price”), which is the same as the per share merger consideration.

Double Double completed the first closing of the sale of 416,667 Ordinary Shares and the second closing of the sale of 358,333 Ordinary Shares to Biomedical Development pursuant to the terms and conditions of the Additional Centurium SPA on December 28, 2020 and January 5, 2021, respectively.

See “Special Factors—Additional Centurium SPA” beginning on page 79 for additional information.

Additional Parfield SPA and Parfield Letter Agreement (Page 79)

On October 26, 2020, Parfield entered into a share purchase agreement with 2019B Cayman (the “Additional Parfield SPA”). Pursuant to, and subject to the terms and conditions of, the Additional Parfield SPA, Parfield agreed to sell to 2019B Cayman 300,000 Ordinary Shares (the “Additional Parfield Sale Shares”), at the per Ordinary Share purchase price of US$120.00 (the “Additional Parfield Sale Price”), which is the same as the per share merger consideration.

Concurrently with the execution and delivery of the Additional Parfield SPA, Parfield entered into a letter agreement with 2019B Cayman (the “Parfield Letter Agreement”), pursuant to which the parties thereto agreed, among other things, that: (i) during the period from the date of the Parfield Letter Agreement until the occurrence of any of the following events (whichever is the earliest), Parfield shall not roll over the Additional Parfield Sale Shares in the merger: (w) the closing of the transactions contemplated by the Additional Parfield SPA; (x) the valid termination of the Additional Parfield SPA; (y) the closing of the merger and (z) the execution of the merger agreement (including any amendment, supplement or restatement thereof) which provides that the per share merger consideration is less than US$120.00; (ii) in the event that the closing of the merger takes place before the closing of the transactions contemplated by the Additional Parfield SPA, Parfield shall be cashed out with respect to the Additional Parfield Sale Shares in the merger unless the Additional Parfield SPA shall have been validly terminated or the executed merger agreement (including any amendment, supplement or restatement thereof) provides that the per share merger consideration is less than US$120.00; (iii) in the event of (x) the valid termination of the Additional Parfield SPA or (y) the executed merger agreement (including any amendment, supplement or restatement thereof) provides that the per share merger consideration is less than US$120.00 and Parfield proposes, within three months thereafter, to transfer any Ordinary Shares held by it to Biomedical Treasure, Biomedical Future or a party who to the knowledge of Parfield is an affiliate of Biomedical Treasure or Biomedical Future, Parfield shall provide 2019B Cayman a right of first refusal to purchase such Ordinary Shares (but not exceeding 300,000 Ordinary Shares) on the same terms and conditions; (iv) Parfield shall bear the agreed portion of all out-of-pocket costs and expenses under the A&R Consortium Agreement that have been incurred and accrued by the Buyer Consortium in connection with the merger prior to the closing of the transactions contemplated by the Additional Parfield SPA, subject to the terms and conditions of the Parfield Letter Agreement; and (v) subject to the terms and conditions of the Parfield Letter Agreement, Parfield shall ensure that the Limited Guarantee to be provided by Parfield and/or its affiliates (the “Parfield Guarantor”) along with certain other members of the Buyer Consortium in favor of the Company pursuant to the merger agreement shall guarantee such percentage of the termination fee and certain other amounts payable to the Company under the merger agreement as if Parfield’s Equity Contribution (as defined in the A&R Consortium Agreement) in the merger included the Additional Parfield Sale Shares unless closing of the transactions contemplated by the Additional Parfield SPA shall have occurred already; provided that if the closing of the transactions contemplated by the Additional Parfield SPA shall have occurred, 2019B Cayman will pay Parfield the relevant portion of any amount paid or payable by the Parfield Guarantor under such Limited Guarantee representing the Additional Parfield Sale Shares.

On December 30, 2020, Parfield completed the sale of 300,000 Ordinary Shares to 2019B Cayman pursuant to the terms and conditions of the Additional Parfield SPA.

See “Special Factors—Additional Parfield SPA and Parfield Letter Agreement” beginning on page 79 for additional information.

Throughout this proxy statement, the transactions contemplated under the PWM SPA, the Parfield SPA, the Centurium SPAs, the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA are collectively referred to as the “Sales and Purchases of Shares.”

Opinion of the Special Committee’s Financial Advisor (Page 53)

At the meeting of the Special Committee on November 19, 2020, Duff & Phelps, LLC (“Duff & Phelps”) rendered its oral opinion (which was confirmed in writing by delivery of its written opinion dated the same date) to the Special Committee that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the per share merger consideration to be paid to the holders of Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) in the merger were fair, from a financial point of view, to such holders (without giving effect to any impact of the merger on any particular holder of the Ordinary Shares other than in their capacity as holders of Ordinary Shares).

The full text of Duff & Phelps’ written opinion dated November 19, 2020, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of Duff & Phelps’ opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The shareholders of the Company are urged to read the opinion in its entirety. Duff & Phelps’ written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the per share merger consideration to be paid in the merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote or act with respect to the merger or any other matter. Duff & Phelps did not recommend any specific amount of consideration for the merger or that any specific amount of consideration constituted the only appropriate consideration for the merger.

See “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 53 for additional information.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 81)

In considering the recommendations of the Board with respect to the merger, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the transactions that are different from, and/or in addition to, the interests of the Company’s shareholders generally. These interests include, among other things:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the merger agreement and related matters. See “Special Factors – Interests of Certain Persons in the Merger” beginning on page 80 for additional information.

No Solicitation of Competing Transactions (Page 106)

The merger agreement restricts the Company’s ability, until the effective time of the merger or, if earlier, the termination of the merger agreement, to solicit proposals, engage in discussions or negotiations, provide confidential information, or enter into any agreements, in each case, regarding a competing transaction (as described in “The Merger Agreement and Plan of Merger—No Solicitation”). See “The Merger Agreement and Plan of Merger—No Solicitation” beginning on page 106.

Conditions to the Merger (Page 110)

The obligations of the Company, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following conditions:

The obligations of Parent and Merger Sub to complete the merger are also subject to the satisfaction or waiver of the following conditions:

The obligations of the Company to complete the merger are also subject to the satisfaction or waiver of the following conditions:

Termination of the Merger Agreement (Page 111)

The merger agreement may be terminated at any time prior to the effective time of the merger:

Termination Fees (Page 112)

The Company is required to pay to Parent a cash termination fee in an amount equal to US$30,360,000 if the merger agreement is terminated by:

Parent is required to pay to the Company a cash termination fee in an amount equal to US$68,310,000 if the merger agreement is terminated by:

Material U.S. Federal Income Tax Consequences (Page 87)

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. Please see “Special Factors – Material U.S. Federal Income Tax Consequences” beginning on page 87 for additional information. The tax consequences of the merger to you will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the merger to you.

Material PRC Tax Consequences (Page 89)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gains recognized on the receipt of cash for the Ordinary Shares should otherwise be subject to PRC tax to holders of such Ordinary Shares that are not PRC residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gains recognized on the receipt of cash for our Ordinary Shares pursuant to the merger by our shareholders holders who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gains recognized on the receipt of cash for Ordinary Shares will be subject to PRC tax if the holders of such Ordinary Shares are PRC residents. You should consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including any PRC tax consequences.

Please see “Special Factors-Material PRC Tax Consequences” beginning on page 89 for additional information.

Material Cayman Islands Tax Consequences (Page 90)

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the merger or the receipt of cash for the Ordinary Shares under the terms of the merger agreement. This is subject to the qualifications that (a) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed or produced before a court in the Cayman Islands (for example, for enforcement), (b) registration fees will be payable to the Registrar of Companies in the Cayman Islands to register the plan of merger and to file the variation of capital and the amendment of the M&A and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the merger in the Cayman Islands Government Gazette.

Regulatory Matters (Page 86)

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the merger other than (a) the approvals, filings or notices required under the federal securities laws and (b) the filing of the plan of merger (and supporting documentation as specified in the Cayman Islands Companies Act) with the Registrar of Companies in the Cayman Islands and, in the event the merger becomes effective, a copy of the certificate of merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the plan of merger and notice of the merger being published in the Cayman Islands Government Gazette.

Litigation Related to the Merger (Page 86)

We are not aware of any lawsuit that challenges the merger, the merger agreement or any of the transactions contemplated thereby.

Market Price of the Ordinary Shares (Page 91)

The closing price of Ordinary Shares on Nasdaq on September 17, 2019, the last trading date immediately prior to the Company’s announcement on September 18, 2019 that it had received a going-private proposal from the Buyer Consortium, was US$102.77 per share. The consideration of US$120.00 per share to be paid in the merger represents a premium of approximately 16.8% over that closing price, and a premium of 21.1% over the volume-weighted average price of the Ordinary Shares during the 30 trading days through September 17, 2019.

Accounting Treatment of the Merger (Page 86)

The merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations,” initially at the fair value of the Company as of the date of the closing of the merger, which is the date of the acquisition.

Fees and Expenses (Page 84)

Except for the circumstances where either the Company or Parent is required to pay a termination fee or reimburse expenses as appropriate under the merger agreement, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, whether or not the merger is consummated.

Remedies and Limitation on Liability (Page 80)

The parties to the merger agreement may be entitled to the payment of a termination fee or the grant of specific performance of the terms of the merger agreement, including an injunction or injunctions to prevent breaches of the merger agreement. Specifically, the Company is entitled to an injunction, specific performance or other equitable relief to enforce Parent’s and Merger Sub’s obligations to cause the equity financing for the merger to be funded and to consummate the merger, but only in the event that each of the following conditions has been satisfied: (a) all conditions to the obligations of Parent and Merger Sub to consummate the merger (other than those conditions that by their terms are to be satisfied at the closing) have been satisfied or waived, (b) Parent fails to complete the merger by the date on which the closing of the merger is required to have occurred pursuant to the terms of the merger agreement, (c) the debt financing has been funded in full or will be funded at the closing if the equity financing is funded at the closing, (d) the financing provided for by the Available Company Cash Financing (as defined below) has been funded or will be funded at the closing, and (e) the Company has irrevocably confirmed in writing that the Company is ready, willing and able to consummate the merger, and if specific performance is granted and the equity financing and the debt financing are funded, then the closing of the merger would occur.

While the parties may pursue both a grant of specific performance (including an injunction and injunctions) and monetary damages until such time as the other party pays a termination fee (as applicable under the merger agreement), none of them will be permitted or entitled to receive both a grant of specific performance (including an injunction and injunctions) that results in the closing and monetary damages.

Subject to the equitable remedies the parties may be entitled to as discussed above, the maximum aggregate liabilities of Parent, on the one hand, and the Company, on the other hand, for monetary damages in connection with the merger agreement are limited to the Parent termination fee of US$68,310,000 and the Company termination fee of US$30,360,000, respectively, and reimbursement of certain expenses accrued in the event that Company or Parent fails to pay the applicable termination fee when due and other costs and expenses payable pursuant to the merger agreement.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers briefly address some questions you may have regarding the extraordinary general meeting and the merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Please see “Special Factors – Material U.S. Federal Income Tax Consequences,” “Special Factors – Material PRC Tax Consequences” and “Special Factors – Material Cayman Islands Tax Consequences” beginning on page 87 for a more detailed description of the tax consequences of the merger. You should consult with your own tax advisor for a full understanding of how the merger will affect your U.S. federal, state, local, non-U.S. and other taxes.

Under specified circumstances in which the merger agreement is terminated, the Company may be required to pay Parent a termination fee, or Parent may be required to pay the Company a termination fee, in each case, as described under the caption “The Merger Agreement and Plan of Merger – Termination Fees” beginning on page 112.

If your Ordinary Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Ordinary Shares and receive the merger consideration for those Ordinary Shares.

At the close of business in the Cayman Islands on February 1, 2021, the record date for the extraordinary general meeting, 38,919,321 Ordinary Shares are expected to be issued and outstanding and entitled to vote at the extraordinary general meeting.

Pursuant to the Support Agreement, among other things, the Rollover Securityholders have agreed to vote in favor of authorization and approval of the merger agreement and the transactions contemplated by the merger agreement and the plan of merger, including the merger. As of the date of this proxy statement, the Rollover Securityholders beneficially own in the aggregate 26,724,366 Ordinary Shares, which collectively represent approximately 68.67% of the total issued and outstanding Ordinary Shares.

You should read “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 40 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the merger agreement. In addition, in considering the recommendation of the Special Committee and the Board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of the Company’s shareholders generally. See “Special Factors—Interests of Certain Persons in the Merger” beginning on page 80.

Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identities, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Ordinary Shares represented by your proxy will be voted FOR the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger and, upon the merger becoming effective, the variation of capital and the amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than Joseph Chow and Ming Yin as proxy, in which case Ordinary Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines. If your Ordinary Shares are held by your broker, bank or other nominee, please see below for additional information.

If you hold Ordinary Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Ordinary Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

All holders of uncertificated shares (i.e., holders whose Ordinary Shares are held in book entry) will automatically receive their merger consideration (net of applicable fees and taxes) shortly after the merger is consummated without any further action required on the part of such holders.

If your Ordinary Shares are held in “street name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your share certificates in exchange for the merger consideration.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” beginning on page 115 as well as “Annex D—Cayman Islands Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised)—Section 238” to this proxy statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

SPECIAL FACTORS

Background of the Merger

Events leading to the execution of the merger agreement described in this Background of the Merger occurred primarily in the PRC and Hong Kong. As a result, China Standard Time is used for all dates and times given.

The Board and senior management members of the Company have periodically reviewed the Company’s long-term strategic plan with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management members of the Company also have periodically reviewed strategic alternatives that may be available to the Company with the objective of increasing shareholder value, including potential commercial and strategic business partnerships, acquisition transactions, new business lines, and capital market events.

In connection with the periodic evaluation by Beachhead (together with Double Double and Point Forward and their respective affiliates, collectively, “Centurium”) of its investment in the Company, on September 4, 2019, a representative of Centurium initially contacted a representative of PWM, and preliminarily discussed the possibility of a potential transaction involving the Company.

On September 9, 2019, a representative of Centurium contacted Mr. Sean Shao, an independent director of the Company, in connection with a limited waiver (the “Initial Waiver”) of certain restrictions under (i) the investor rights agreements by and between the Company and Beachhead (the “Centurium IRA”), (ii) the investor rights agreements by and between the Company and CITIC Capital MB Investment Limited (“CCMB”), an affiliate of CCCP IV (the “CITIC IRA”), (iii) the investor rights agreements by and between the Company and HH China Bio Holdings (the “Hillhouse IRA”) and (iv) the Company’s amended and restated preferred shares rights agreement (as amended by amendment no. 1 thereto and as may be further amended from time to time, the “Rights Agreement”), for a period of three weeks, in order to, among other things, permit potential discussions among such investors regarding the possibility of submitting a proposal to acquire all of the Company’s total issued and outstanding Ordinary Shares not beneficially owned by such investors and the potential formation of a buyer consortium in connection therewith. Following such discussion, on the same day, Centurium delivered a letter to the Board requesting the Initial Waiver.

On September 10, 2019, the Board held a telephonic meeting with representatives of Davis Polk & Wardwell LLP (“Davis Polk”), U.S. legal counsel to the Company, and representatives of Maples and Calder (Hong Kong) LLP (“Maples”), Cayman Islands legal counsel to the Company, to discuss the Initial Waiver. At the meeting, representatives of Maples provided the Board with an overview of the fiduciary duties of the Board members under the laws of the Cayman Islands in considering the Initial Waiver and the potential proposal to acquire the Company. Thereafter, Mr. David Hui Li, Mr. Chow and Ms. Yue’e Zhang disclosed their potential interests and recused themselves from the deliberation. The independent directors, Mr. Sean Shao, Dr. Yungang Lu and Mr. Qi Ning then discussed the Initial Waiver. Taking into account, among other things, (i) the limited scope and duration of the waivers sought, (ii) the potential benefits to all shareholders of the Company if the transactions contemplated by Centurium’s potential proposal was consummated and (iii) the control over the process that the Board would retain if the potential proposal turned out to be unattractive to the Company, the Board, acting by its independent directors, approved the Initial Waiver.

On September 11, 2019, the Company granted the Initial Waiver to Beachhead.

On September 12, 2019, a representative of Centurium contacted a representative of Parfield to discuss Parfield’s potential participation in a buyer consortium in connection with the proposed acquisition of the Company. Later on the same day, Kirkland & Ellis, legal counsel to Centurium and the Buyer Consortium (“Kirkland & Ellis”), on behalf of Centurium, provided a draft of the Consortium Agreement to K&L Gates, legal counsel to Parfield, for their review and comments.

On September 13, 2019, Centurium provided to Wilson Sonsini Goodrich & Rosati (“WSGR”), legal counsel to PWM and the Buyer Consortium, a draft of the Consortium Agreement for their review and comments.

On September 15, 2019, WSGR provided a draft of the PWM SPA to Centurium and Kirkland & Ellis for their review and comments.

On September 16, 2019, a representative of Centurium contacted representatives of HH Sum to discuss HH Sum’s potential participation in a buyer consortium in connection with the proposed acquisition of the Company.

On September 17, 2019, a representative of Centurium contacted representatives of each of CCCP IV and V-Sciences to discuss CCCP IV’s and V-Sciences’ potential participation in a buyer consortium in connection with the proposed acquisition of the Company. On the same day, Kirkland & Ellis, on behalf of Centurium, provided a draft of the Consortium Agreement to each of CCCP IV, HH Sum and V-Sciences (or, in certain instances, their applicable advisors).

Also on September 17, 2019, in connection with the ongoing discussion of Parfield’s potential participation in a buyer consortium, Kirkland & Ellis, on behalf of Centurium, provided a draft of the Parfield SPA to K&L Gates for its and Parfield’s review and comments.

In the afternoon on September 18, 2019, Kirkland & Ellis contacted Davis Polk to request a second waiver under the Centurium IRA, the CITIC IRA, the Hillhouse IRA, the investor rights agreements by and between the Company and PWM (the “PWM IRA”, and together with the Centurium IRA, the CITIC IRA and the Hillhouse IRA, the “IRAs”), and the Rights Agreement (the “Second Waiver”) in order to, among other things, permit the submission of an acquisition proposal to the Board and the entry into the Consortium Agreement, the PWM SPA and the Parfield SPA. Later in the afternoon on that day, the Board held a telephonic meeting with representatives of Davis Polk to discuss the Second Waiver. At such meeting, Mr. David Hui Li, on behalf of Centurium, informed the Board that Centurium had discussions with certain shareholders of the Company after it received the Initial Waiver and that if the Board were to approve the Second Waiver, Centurium and certain other investors could submit a proposal to the Board to acquire the Company with a purchase price at US$120.00 per Ordinary Share. Centurium also delivered a letter to the Board requesting the Second Waiver. The Board, acting by its independent directors, approved the Second Waiver. Later on the same day, the Company granted the Second Waiver to Beachhead, PWM, CCCP IV and HH China Bio Holdings.

Following the receipt of the Second Waiver, in the evening on September 18, 2019, Beachhead, PWM, Parfield, CCCP IV, HH Sum and V-Sciences (the “Initial Consortium Members”) entered into the Consortium Agreement, pursuant to which each Initial Consortium Member agreed, among other things, to (i) cooperate with the other members of the Buyer Consortium in good faith to undertake due diligence with respect to the Company and its business, engage in discussions with the Company regarding a preliminary non-binding proposal (the “Proposal”) to acquire all of the Ordinary Shares for US$120.00 in cash per Ordinary Share, other than those Ordinary Shares beneficially owned by any member of the Buyer Consortium or its affiliates (such proposed transaction, the “Proposed Transaction”), and negotiate in good faith the terms of the definitive documentation in connection with the Proposed Transaction, (ii) for a period of 12 months after the date of the Consortium Agreement, work exclusively with each other member of the Buyer Consortium with respect to the Proposed Transaction and vote all equity securities of the Company held or otherwise beneficially owned by it or its affiliates in favor of the authorization and approval of the Proposed Transaction and any definitive documentation in connection therewith, and against any alternative transaction, (iii) for a period of 12 months after the date of the Consortium Agreement, not transfer any equity securities of the Company held by it or its affiliates, and not acquire any additional equity securities of the Company, in each case subject to the terms and conditions of the Consortium Agreement, and (iv) vote in favor of the Proposed Transaction and contribute its rollover securities to Parent in exchange for a certain number of newly issued shares of Parent, in each case subject to the terms and conditions of the Consortium Agreement. PWM’s obligations under the Consortium Agreement to vote in favor of the Proposed Transaction and contribute its rollover securities are subject to the approval by the shareholders of PWM at an extraordinary general meeting of PWM.

Concurrently with the execution and delivery of the Consortium Agreement, the Initial Consortium Members submitted the Proposal to the Board. In the Proposal, the Buyer Consortium stated, among other things, that: (i) the Proposal represented a 16.8% premium to the closing price on the last trading day prior to the date of the Proposal and a premium of 21.1% and 23.9% to the volume-weighted average price during the last 30 and 60 trading days, respectively; and (ii) the Buyer Consortium intended to finance the Proposed Transaction with a combination of equity and debt capital.

The Company announced the receipt of the Proposal from the Buyer Consortium after the market closed on September 18, 2019. During the period from September 19, 2019 to September 30, 2019, each of the Initial Consortium Members, and/or their respective reporting persons, separately filed a Schedule 13D or an amendment to Schedule 13D, to report, among other things, the submission of the Proposal and the entry into the Consortium Agreement.

Also on September 18, 2019, in connection with the formation of the Buyer Consortium, Beachhead entered into (i) the PWM SPA with PWM, pursuant to and subject to the terms and conditions of which PWM agreed to sell to Beachhead, and Beachhead agreed to purchase from PWM, the PWM Sale Shares at the PWM Sale Price, subject to further adjustments in accordance with the terms and conditions of the PWM SPA, and (ii) the Parfield SPA with Parfield and Amplewood, pursuant to and subject to the terms and conditions of which Parfield and/or Amplewood agreed to sell to Beachhead, and Beachhead agreed to purchase from Parfield and/or Amplewood, the Parfield Sale Shares at the Parfield Sale Price, subject to further adjustments in accordance with the terms and conditions of the Parfield SPA. Each of Beachhead, PWM and Parfield, together with their respective reporting persons, separately reported the entry into the PWM SPA and/or the Parfield SPA (as applicable) in the same Schedule 13D or amendment to Schedule 13D described in the preceding paragraph.

On September 20, 2019, a representative of the Capital Sellers (as defined in “Transactions in the Ordinary Shares”) contacted a representative of Centurium to discuss whether Centurium or the Buyer Consortium would be interested in exploring a purchase of the Capital Sellers’ Ordinary Shares.

On September 24, 2019, the Board held a telephonic meeting with representatives of Davis Polk to discuss the Proposal. During the meeting, the Board determined it was in the best interests of the Company and its unaffiliated shareholders to form the Special Committee to consider and review the Proposal. After discussing the various qualifications and independence of the members of the Board to serve on the Special Committee, the Board resolved to form the Special Committee consisting of Mr. Sean Shao, Dr. Yungang Lu and Mr. Qi Ning, with Mr. Sean Shao serving as the chairman of the Special Committee, to, among other things, on behalf of the Board, consider and negotiate the Proposed Transaction, any alternative offer or proposal to the Proposed Transaction made by any other person and other strategic alternatives available to the Company, including maintaining the Company’s current status as a public company (each such alternative transaction, an “Alternative Transaction”). The Special Committee was granted, by way of unanimous written resolutions by the Board on September 24, 2019, the power and authority to, among other things: (i) establish, approve, modify, monitor and direct the process and procedures related to the review and evaluation of the Proposed Transaction and any Alternative Transaction, including the authority to determine not to proceed with any such process, procedures, review or evaluation; (ii) respond to any communications, inquiries or proposals regarding the Proposed Transaction or any Alternative Transaction; (iii) review, evaluate, investigate, pursue and negotiate the terms and conditions of the Proposed Transaction or any Alternative Transaction; (iv) solicit expressions of interest or other proposals for Alternative Transactions to the extent the Special Committee deems appropriate; (v) recommend to the Board whether the Proposed Transaction or any Alternative Transaction is advisable and is fair to, and in the best interests of, the Company and its shareholders (or any subset of the shareholders of the Company that the Special Committee determines to be appropriate); (vi) recommend rejection or approval of the Proposed Transaction or any Alternative Transaction to the Board; (vii) effect or recommend to the Board the consummation of the Proposed Transaction or any Alternative Transaction; (viii) review, analyze, evaluate and monitor all proceedings and activities of the Company related to the Proposed Transaction or any Alternative Transaction; (ix) take such actions as the Special Committee may deem to be necessary or appropriate in connection with anti-takeover provisions, including, without limitation, actions with respect to the adoption, amendment, redemption or termination of, the exercise of any rights or the performance of any obligations under, the Rights Agreement or any other shareholder rights plan; (x) take such actions as the Special Committee may deem to be necessary or appropriate in connection with any investor rights agreement with any shareholder of the Company; (xi) take such actions as the Special Committee may deem to be necessary or appropriate in connection with any waiver previously granted to the Buyer Consortium or any member thereof; (xii) retain such financial, legal and other advisers as the Special Committee may deem necessary or appropriate; and (xiii) take such other actions as the Special Committee may deem to be necessary or appropriate for the Special Committee to discharge its duties.

Later on September 24, 2019, the Company issued a press release announcing the formation of the Special Committee.

After considering proposals from prospective U.S. legal counsels and financial advisors and their respective credentials and experience in going-private transactions, the Special Committee engaged Davis Polk as its U.S. legal counsel on October 10, 2019 and Duff & Phelps as its financial advisor on October 16, 2019. Thereafter, the Special Committee also determined to obtain advice with respect to matters of Cayman Islands laws from Maples.

On October 11, 2019, Davis Polk provided Kirkland & Ellis with a draft form of the confidentiality agreement to be entered into between the Company and each members of the Buyer Consortium. Between October 11, 2019 and October 20, 2019, representatives of Davis Polk and Kirkland & Ellis negotiated the terms of the confidentiality agreement.

On October 17, 2019, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. At the meeting, representatives of Duff & Phelps discussed its role as financial advisor to the Special Committee and key next steps in the Special Committee’s process. Representatives of Davis Polk provided a summary of the key duties and responsibilities of the Special Committee with respect to its review and evaluation of the Proposed Transaction and any Alternative Transactions, and led the Special Committee in a discussion of the communications guidelines for directors, officers and employees of the Company and its subsidiaries to follow in light of the Proposed Transaction and any Alternative Transaction. Representatives of Davis Polk also provided an update on the negotiations of the confidentiality agreement with Kirkland & Ellis.

On the same day, the Company issued a press release announcing that the Special Committee had retained Duff & Phelps as its financial advisor and Davis Polk as its legal counsel in connection with its review and evaluation of the Proposal.

On October 20, 2019, each of the Initial Consortium Members entered into a confidentiality agreement with the Company in connection with the Proposed Transaction (collectively, the “Confidentiality Agreements”). Between October 21, 2019 and early February 2020, (i) representatives of the Buyer Consortium and their respective advisors conducted due diligence with respect to the Company; and (ii) Kirkland & Ellis and WSGR, on behalf of certain members of the Buyer Consortium, held certain preliminary discussions with Davis Polk with respect to the Proposed Transaction.

On November 7, 2019, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. At the meeting, the Special Committee had a preliminary discussion of the potential advantages and disadvantages of conducting a pre-signing “market check” and/or requesting a “go-shop” right after entering into a definitive agreement with respect to the Proposed Transaction.

Between early October 2019 and mid-November 2019, representatives of Centurium and the Capital Sellers negotiated the proposed terms of the Capital SPA (as defined in “Transactions in the Ordinary Shares”).

On November 14, 2019, Kirkland & Ellis, on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver from the Company under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements (the “Third Waiver”) with respect to, among other things, the Capital SPA and an amendment to the Consortium Agreement to be entered into by the relevant parties.

Later on that day, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk to discuss the Third Waiver. The Special Committee discussed, among other things, the potential implications of the increase in the Buyer Consortium’s shareholding in the Company from approximately 58.0% to approximately 68.6% if Centurium purchased the Capital Sale Shares (as defined in “Transactions in the Ordinary Shares”) and the fact that the Capital Sellers were willing to sell their Ordinary Shares at US$115.00 per share, which was US$5.00 less than the per share price offered in the Proposal. The Special Committee resolved to approve the Third Waiver.

On November 15, 2019, the Company granted the Third Waiver to Beachhead, Double Double, PWM, Parfield, CCCP IV, HH Sum and HH China Bio Holdings.

On the same day, following receipt of the Third Waiver, Beachhead and Double Double entered into the Capital SPA with the Capital Sellers governing the acquisition of the Capital Sale Shares at the Capital Sale Price (as defined in “Transactions in the Ordinary Shares”). Additional information regarding this purchase (including a copy of the Capital SPA) can be found in Amendment No. 7 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other reporting persons on November 15, 2019.

On November 21, 2019, the Special Committee held a telephonic meeting with the management members of the Company and representatives of Duff & Phelps and Davis Polk. At the meeting, among other things, representatives of Duff & Phelps, the management members of the Company and members of the Special Committee discussed the financial projections provided by the management members of the Company and key items and assumptions of such projections. After discussions, the Special Committee instructed Duff & Phelps to have further discussions with the management members of the Company and conduct additional analysis with respect to the financial projections.

At the same meeting (after the management members of the Company left the meeting), the Special Committee further discussed the advisability of conducting a pre-signing market check. The Special Committee considered various relevant facts and factors, including, among other things: (i) since the public announcement of the Proposal, no third party had contacted the Company, the Special Committee or their advisors expressing an interest in exploring an Alternative Transaction involving the Company, (ii) members of the Buyer Consortium owned in aggregate approximately 58.0% of the Company’s outstanding shares (and would own in aggregate approximately 68.6% of the Company’s outstanding shares after the completion of its proposed acquisition of the Capital Sale Shares) and indicated that they were committed to the Proposal and were not interested in selling their Ordinary Shares in any Alternative Transaction, (iii) the Capital Sellers were willing to sell their Ordinary Shares to Centurium at US$115.00 per share pursuant to the Capital SPA, which was US$5.00 less than the per share offer price proposed by the Buyer Consortium in the Proposal, and (iv) a pre-signing market check could cause significant disruption to the operations of the Company and increased risk of leaks of confidential information concerning the Company and its subsidiaries, which could create instability among the Company’s and its subsidiaries’ employees as well as their customers and vendors. After discussions, the Special Committee decided not to pursue an active market check but would remain open to any Alternative Transaction.

On November 28, 2019, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. Duff & Phelps further discussed with the Special Committee the financial projections of the Company and its subsidiaries and the additional information that it requested from the management members of the Company. After discussions, the Special Committee authorized Duff & Phelps to use such financial projections prepared by the Company for purposes of Duff & Phelps’ financial analysis of the Company and approved the distribution of such financial projections to the Buyer Consortium as part of their due diligence on the Company.

In late November and early December 2019, Kirkland & Ellis and WSGR had a number of discussions with Davis Polk regarding the fact that PWM, as a public company listed on the Hong Kong Stock Exchange, would need its shareholders’ approval for certain actions in relation to its participation in the Buyer Consortium for the Proposed Transaction, including voting of the Ordinary Shares it holds in favor of the Proposed Transaction at the shareholders meeting of the Company and rollover of such Ordinary Shares in the Proposed Transaction. Davis Polk reported such discussions to the Special Committee. The Special Committee noted that, in order to increase deal certainty, the Company should request that (i) PWM obtain a voting undertaking from its major shareholder(s) to vote in favor of PWM’s participation in the Proposed Transaction and (ii) the Buyer Consortium provide backup financings in the event that PWM failed to obtain its shareholders’ approval for the rollover of its Ordinary Shares in the Proposed Transaction.

Between November 18, 2019 and January 23, 2020, representatives of Centurium negotiated (i) the proposed terms of the Centurium SPAs with representatives of CCCP IV, HH Sum and V-Sciences and their respective legal advisors and (ii) the proposed terms of the amendment no. 1 to consortium agreement (the “Consortium Agreement Amendment”) with representatives of all the other members of the Buyer Consortium and their respective legal advisors.

On December 9, 2019, Beachhead and Double Double completed the purchases of the Capital Sale Shares from the Capital Sellers pursuant to the terms and conditions of the Capital SPA.

On December 16, 2019, Beachhead completed the transfer of 901,265 Ordinary Shares to Point Forward in connection with an internal restructuring conducted by certain Centurium Filing Persons. Point Forward executed and delivered to the Company a deed of adherence, dated December 12, 2019, in accordance with the Centurium IRA, pursuant to which Point Forward agreed to be bound by all of the terms, provisions and conditions contained in such Centurium IRA. Additional information regarding this transfer can be found in Amendment No. 8 to Schedule 13D filed with the SEC by the Centurium Filing Persons and other reporting persons on January 24, 2020.

On January 10, 2020, Kirkland & Ellis, on behalf of Centurium and certain other members of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Fourth Waiver”) from the Company (i) under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other things, the Centurium SPAs and the Consortium Agreement Amendment to be entered into by the relevant parties and (ii) under the Centurium IRA and the Rights Agreement in connection with the enforcement of the share pledge securing the Ping An Facility (as defined below).

Between January 10, 2020 and January 16, 2020, Davis Polk and Kirkland & Ellis exchanged drafts of the Fourth Waiver. On January 16, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk and discussed, among other things, the Fourth Waiver.

On January 23, 2020, the Company granted the Fourth Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCCP IV, HH Sum, HH China Bio Holdings and V-Sciences.

On January 23, 2020, following the receipt of the Fourth Waiver, Double Double entered into a Centurium SPA with each of 2019B Cayman, HH Sum and V-Sciences. Pursuant to and subject to the terms and conditions of the Centurium SPAs, Double Double agreed to sell to 2019B Cayman, HH Sum and V-Sciences the Centurium Sale Shares at the Centurium Sale Price.

On January 23, 2020, Double Double, Point Forward and the Initial Consortium Members entered into the Consortium Agreement Amendment, which reflected, among other things, certain changes in the number of rollover securities held by the members of the Buyer Consortium and their respective affiliates that had occurred and that would occur if the transactions contemplated by the Centurium SPAs were consummated. By execution and delivery of the Consortium Agreement Amendment, each of Double Double and Point Forward joined the Buyer Consortium and, from January 23, 2020, all references to the “Buyer Consortium” in the Consortium Agreement included, in addition to the Initial Consortium Members, Double Double and Point Forward. During the period from January 24, 2020 to January 27, 2020, each of Centurium, PWM, CCCP IV, HH Sum and V-Sciences, and/or its other reporting persons, separately filed an amendment to Schedule 13D to report, among other things, the entry into the Consortium Agreement Amendment, and if applicable, the Centurium SPAs.

Also on January 23, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, provided an initial draft of the merger agreement to Davis Polk.

On February 4, 2020, the Special Committee held a telephonic meeting with representatives Duff & Phelps and Davis Polk. At the meeting, representatives of Davis Polk reviewed with the Special Committee the terms of the initial draft merger agreement and discussed with the Special Committee a number of material issues to be negotiated with the Buyer Consortium. Those issues included, among other things: (i) the representations and warranties of the Company, on the one hand, and of Parent and Merger Sub, on the other hand, (ii) the composition of the financing package proposed by the Buyer Consortium, including the proposed use of the Company’s offshore available cash to finance a portion of the merger consideration, (iii) the interim covenants of the Company, (iv) the “no-shop” covenant, including the absence of any “go-shop” right, (v) the circumstances under which the Board would be permitted to change its recommendation to vote in favor of the merger, (vi) the closing conditions, including the absence of a “majority of the minority vote” closing condition (pursuant to which the merger would need to be approved by the affirmative vote of holders of Ordinary Shares representing at least a majority of the Ordinary Shares present and voting at the shareholders meeting that are unaffiliated with the Buyer Consortium), and the inclusion of a condition to Parent’s and Merger Sub’s obligations to consummate the merger that the amount of dissenting shares constitute no more than 5% of the total outstanding Ordinary Shares, (vii) the amount and certain trigger events for the payment of termination fees, including the requirement that the Company pay a termination fee if the merger agreement would be terminated under certain circumstances where the Company either entered into or consummated an acquisition proposal within 12 months of such termination, and (viii) a provision that PWM’s vote in favor of the merger and its obligations to contribute its Ordinary Shares to Parent would be subject to and contingent upon the approval of PWM’s shareholders. The Special Committee then discussed proposed responses to these material issues and instructed Davis Polk to revise the merger agreement by (i) narrowing the scope of the representations and warranties of the Company and qualifying such representations and warranties with appropriate materiality and knowledge standards, and requesting additional representations and warranties of Parent and Merger Sub; (ii) removing the covenant that the Company should maintain a minimum amount of offshore available cash at the closing of the merger; (iii) tailoring the interim covenants of the Company to avoid undue restrictions on the normal business operation of the Company; (iv) including a “go-shop” right permitting the Company to actively solicit alternative acquisition proposals from other potential buyers during a 60-day period after the signing of the merger agreement; (v) enabling the Board to change its recommendation to vote in favor of the merger if the Board received a superior proposal or if the failure to do so would otherwise be inconsistent with its fiduciary duties; (vi) conditioning the consummation of the merger upon a “majority of the minority vote” pursuant to which the merger would need to be approved by the affirmative vote of holders of Ordinary Shares representing at least a majority of the Ordinary Shares present and voting at the shareholders meeting that are unaffiliated with the Buyer Consortium; (vii) not conditioning Parent’s and Merger Sub’s obligation to consummate the merger on a maximum percentage of dissenting shares; (viii) proposing a Company termination fee equal to 2% of the total equity value of the Company and a Parent termination fee equal to 4.5% of the total equity value of the Company; (ix) deleting the requirement for the Company to pay a termination fee in connection with a termination under certain circumstances where the Company enters into or consummates an acquisition proposal within 12 months of such termination; (x) adding a trigger event for the payment of the Parent termination fee if the merger would fail to close by the end date of the merger agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to any action or inaction of any member of the Buyer Consortium, and (xi) removing the provision relating to PWM’s shareholder approval.

On February 11, 2020, at the direction of the Special Committee, Davis Polk sent to Kirkland & Ellis a revised draft of the merger agreement reflecting the Special Committee’s positions formulated in the February 4 meeting.

On February 13, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk and discussed the strategy to request the Buyer Consortium to increase its offer price set out in the Proposal.

On February 14, 2020, Beachhead, as borrower, entered into a margin loan facility agreement (“Facility Agreement”) with Ping An Bank Co., Ltd. (平安银行股份有限公司), acting through the Offshore Banking Center, as arranger, lender, agent and security agent (“Ping An”). Pursuant to the Facility Agreement, Ping An agreed to provide a term facility of US$350 million in aggregate to Beachhead (the “Ping An Facility”). The maturity date of the Ping An Facility is February 14, 2025. The payment obligations of Beachhead under the Facility Agreement will be secured by, amongst others, a first priority security interest over a certain number of Ordinary Shares held by or to be acquired by Beachhead.

On February 17, 2020, at the direction of the Special Committee, Duff & Phelps sent an email to Kirkland & Ellis requesting the Buyer Consortium to increase its offer price set out in the Proposal.

On February 20, 2020, Kirkland & Ellis sent to Davis Polk an issues list regarding the draft merger agreement provided by Davis Polk on February 11, 2020. Kirkland & Ellis and Davis Polk then held a telephonic meeting to discuss certain material issues, including, among other things, (i) whether any post-signing “go-shop” would be appropriate, (ii) the closing condition regarding the maximum percentage of dissenting shareholders, (iii) the closing condition regarding the “majority of the minority vote” requirement, and (iv) the trigger events for the termination fee payable by Parent. Later on the same day, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk, at which meeting representatives of Davis Polk reported on the discussions with Kirkland & Ellis to the Special Committee.

On February 24, 2020, representatives of Centurium and Kirkland & Ellis held a telephonic meeting with representatives of Duff & Phelps to preliminarily discuss the price increase requested by the Special Committee on February 17, 2020. At the meeting, the participants discussed, among other things, the historical trading prices of the Ordinary Shares, the recent performance of the Company’s business, the potential impacts of the recent outbreak of coronavirus (COVID-19), and general economic conditions in China in recent periods.

On February 27, 2020, Kirkland & Ellis sent to Davis Polk a revised draft of the merger agreement. On February 28, 2020, Davis Polk and Kirkland & Ellis discussed certain material issues in such draft.

On February 29, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. At the meeting, representatives of Davis Polk reviewed with the Special Committee a number of material issues in the revised draft merger agreement received on February 27, 2020, including, among other things, (i) the composition of the financing package proposed by the Buyer Consortium, including the debt financing and the Company’s offshore available cash financing, (ii) the “no-shop” covenant, including the absence of any “go-shop” right, (iii) the closing conditions, including the absence of a “majority of the minority vote” requirement, and the condition that the dissenting shares account for no more than 5% of the total outstanding Ordinary Shares, and (iv) certain trigger events for the payment of termination fees. The Special Committee then discussed the proposed responses to these material issues and instructed Davis Polk to revise the merger agreement by (i) reducing the Company’s required offshore available cash amount to a level that the Company would be comfortable to meet at the closing; (ii) including a “majority of the minority vote” requirement as a closing condition; (iii) increasing the threshold in the closing condition relating to the dissenting shares; and (iv) reinstating the trigger event for the payment of the Parent termination fee if the merger would fail to close by the end date of the merger agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to any action or inaction of any member of the Buyer Consortium. In view of the factors discussed during the Special Committee meeting on November 21, 2019 regarding the advisability of conducting a pre-signing market check, the Special Committee decided not to insist on a “go-shop” provision.

On March 2, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk and conveyed that the Buyer Consortium, after careful consideration and in light of, without limitation, all of the factors and considerations discussed during the telephonic meeting on February 24, 2020, had decided not to increase the price per Ordinary Share offered in the Proposal. Thereafter, Davis Polk reported to the Special Committee the Buyer Consortium’s decision not to increase the offer price.

On March 3, 2020, Kirkland & Ellis sent Davis Polk a draft of the Debt Commitment Letter and a draft debt financing term sheet, reflecting the terms under discussions between the Buyer Consortium and certain potential debt financing sources, which Davis Polk reported to the Special Committee. Between March 3, 2020 and mid-April 2020, Davis Polk and Kirkland & Ellis had a number of discussions regarding the Debt Commitment Letter and the debt financing term sheet.

On March 5, 2020, Davis Polk sent to Kirkland & Ellis a revised draft of the merger agreement reflecting the Special Committee’s positions formulated in the February 29 meeting.

On March 12, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk and discussed the drafts of the Debt Commitment Letter and debt financing term sheet.

On March 16, 2020, Double Double transferred 1,112,591 Ordinary Shares to Beachhead.

On March 17, 2020, Beachhead entered into (i) PWM SPA Amendment No. 1 with PWM and (ii) Parfield SPA Amendment No. 1 with Parfield and Amplewood, pursuant to which, each of the PWM SPA and the Parfield SPA could be terminated if the closing of the transactions contemplated thereunder had not occurred by June 30, 2020 or such other date as may be further agreed by the applicable parties thereto in writing. In addition, section 5.2(b) of the Parfield SPA, pursuant to which Beachhead had agreed to sell the Parfield Sale Shares back to Parfield and/or Amplewood for the same aggregate Parfield Sale Price if the sale and purchase of the Parfield Sale Shares under the Parfield SPA was consummated and the Proposed Transaction was not consummated, was deleted in its entirety.

On March 30, 2020, CCCP IV transferred 2,477,335 Ordinary Shares to 2019B Cayman.

On April 5, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Management Discussion Waiver”) from the Company under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements to enable, among other things, discussions and negotiations among members of the Buyer Consortium and the management members of the Company and its subsidiaries regarding the potential treatment of the equity securities of the Company beneficially owned by such management members in connection with the Proposed Transaction.

On April 6, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk and discussed the Management Discussion Waiver. The Special Committee noted that the duration of such waiver should be limited and the scope of such waiver should be narrowed down to discussions and negotiations between the Buyer Consortium and the management members of the Company and its subsidiaries, with any execution of agreements among such persons being subject to the Special Committee’s further consent.

Between April 7, 2020 and April 23, 2020, Davis Polk and Kirkland & Ellis exchanged drafts of the Management Discussion Waiver.

On April 8, 2020, Beachhead and Point Forward entered into the Parfield Assignment Agreement, pursuant to which Beachhead assigned its rights and obligations with respect to the sale and purchase of the Parfield Sale Shares under the Parfield SPA to Point Forward.

On April 8, 2020, Parfield, Amplewood, Beachhead and Point Forward entered into the Parfield CP Waiver Letter, pursuant to which Parfield, Amplewood, Beachhead and Point Forward agreed to waive the closing condition under the Parfield SPA with respect to the execution of a definitive agreement for the Proposed Transaction.

On April 9, 2020, Point Forward completed the purchase of all 700,000 Parfield Sale Shares from Parfield and Amplewood pursuant to the Parfield SPA and the Parfield Assignment Agreement.

On April 29, 2020, Double Double completed the sale of 266,533 Ordinary Shares and 250,000 Ordinary Shares to 2019B Cayman and V-Sciences, respectively, pursuant to the terms and conditions of the applicable Centurium SPA.

On May 4, 2020, the Company granted the Management Discussion Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCMB, CCCP IV, 2019B Cayman, HH Sum, HH China Bio Holdings and V-Sciences. After the receipt of the Management Discussion Waiver, representatives of Centurium and Mr. Chow, on behalf of himself and certain other management members of the Company and its subsidiaries, discussed the possible treatment in the Proposed Transaction of the equity securities of the Company beneficially owned by Mr. Chow and such other management members and their potential participation in the Proposed Transaction.

On May 5, 2020, PWM and Beachhead entered into the PWM SPA Amendment No. 2, pursuant to which PWM and Beachhead agreed to, among other things, waive the closing condition under the PWM SPA with respect to the execution of a definitive agreement for the Proposed Transaction.

On the same day, Beachhead and PWM entered into (i) the PWM-DD Assignment Agreement with Double Double, pursuant to which Beachhead assigned its rights and obligations with respect to the purchase of 615,000 Ordinary Shares under the PWM SPA to Double Double, and (ii) the PWM-PF Assignment Agreement with Point Forward, pursuant to which Beachhead assigned its rights and obligations with respect to the purchase of 385,000 Ordinary Shares under the PWM SPA to Point Forward.

On May 6, 2020, Double Double completed the sale of 210,876 Ordinary Shares to HH Sum, pursuant to the terms and conditions of the applicable Centurium SPA.

On May 8, 2020, PWM completed the sale of 615,000 Ordinary Shares to Double Double and 385,000 Ordinary Shares to Point Forward, respectively, pursuant to the terms and conditions of the PWM SPA, and as applicable, the PWM-DD Assignment Agreement or the PWM-PF Assignment Agreement.

On May 13, 2020, CCCP IV transferred 1,000,000 Ordinary Shares to 2019B Cayman. On the same day, 2019B Cayman entered into a deed of adherence in accordance with the CITIC IRA, pursuant to which 2019B Cayman agreed to be bound by all of the terms, provisions and conditions contained in the CITIC IRA.

Between early June 2020 and late October 2020, representatives of Centurium, PWM and Parfield negotiated (i) the proposed terms and conditions of the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA with representatives of Mr. Chow and CCCP IV and their respective legal advisors and (ii) the proposed terms of an amendment to the Consortium Agreement with representatives of all the other members of the Buyer Consortium and their respective legal advisors.

On July 28, 2020, Parfield, as borrower, and JPMorgan Chase Bank, N. A., acting through its Singapore Branch (“JPMCB”), as lender, entered into an on demand credit facility agreement (the “Parfield Facility Agreement”). Pursuant to the Parfield Facility Agreement, JPMCB agreed to provide an on demand credit facility of US$60 million to Parfield to be utilized in refinancing the previous credit facility from Credit Suisse AG Hong Kong Branch to Parfield. The payment obligations of Parfield under the Parfield Facility Agreement will be secured by, amongst others, a security interest over the 2,437,696 Ordinary Shares held by Parfield which also replaces the previous security interest over such shares in favor of Credit Suisse AG Hong Kong Branch.

On September 11, 2020, Kirkland & Ellis, on behalf of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Fifth Waiver”) from the Company under the IRAs, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other things, the entry into, and the performance of any obligations under, a deed of adherence to be executed by Mr. Chow for him to become a party to the Consortium Agreement (the “Mr. Chow Adherence Deed”) and an exclusivity extension letter among the Initial Consortium Members to extend the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement to December 17, 2020 (the “Exclusivity Extension Letter”).

From September 11, 2020 to September 13, 2020, members of the Special Committee and Davis Polk discussed the Fifth Waiver through email correspondences. From September 13, 2020 to September 15, 2020, Davis Polk and Kirkland & Ellis exchanged drafts of the Fifth Waiver.

On September 16, 2020, the Company granted the Fifth Waiver to Beachhead, Double Double, Point Forward, PWM, Parfield, CCCP IV, 2019B Cayman, HH Sum, HH China Bio Holdings, V-Sciences and Mr. Chow.

On the same day, following the receipt of the Fifth Waiver, Mr. Chow entered into the Mr. Chow Adherence Deed in accordance with the Consortium Agreement, pursuant to which Mr. Chow became a party to the Consortium Agreement and agreed to perform and comply with each of the obligations of an Initial Consortium Member as if he had been an Initial Consortium Member under the Consortium Agreement at the date of execution thereof.

Also, on the same day, the Initial Consortium Members (which, for the avoidance of doubt, included Mr. Chow) entered into the Exclusivity Extension Letter, pursuant to which such Initial Consortium Members agreed to, among other things, extend the Exclusivity Period as defined in Section 4.1 of the Consortium Agreement to December 17, 2020. During the period from September 17, 2020 to September 23, 2020, each of Centurium, PWM, Parfield, CCCP IV, HH Sum, V-Sciences and Mr. Chow, and/or its other reporting persons, separately filed a Schedule 13D or an amendment to Schedule 13D to report, among other things, the entry into the Exclusivity Extension Letter and the admission of Mr. Chow to the Buyer Consortium as an Initial Consortium Member.

On September 17, 2020, WSGR, on behalf of PWM, informed Davis Polk of the proposed Additional PWM SPAs and the transactions contemplated thereby, and requested the Company to agree to PWM’s proposed assignments of its rights and obligations under the PWM IRA to Biomedical Treasure and Biomedical Future in connection with such transactions by entering into an Assignment and Amendment Agreement with each of Biomedical Treasure and Biomedical Future (each a “PWM IRA Assignment Agreement” and collectively, the “PWM IRA Assignment Agreements”). On September 18, 2020, Kirkland & Ellis also informed Davis Polk of the proposed Additional Parfield SPA and Additional Centurium SPA and the transactions contemplated thereby.

On September 20, 2020, the Special Committee held a telephonic meeting with representatives of Davis Polk. At the meeting, representatives of Davis Polk reported to the Special Committee the proposed share sales among Buyer Consortium members and summarized the key terms of the draft PWM IRA Assignment Agreements. The Special Committee and Davis Polk discussed the key rights and obligations under the PWM IRA that were proposed to be assigned and the implications of such assignments on the Company. After discussions, the Special Committee approved the proposed assignments in principle.

On September 23, 2020, CC (2019B) GP Ltd, the general partner of CCC Co-Investment (the “CCC Co-Investment GP”), and Lachesis Biologics Limited (“Lachesis”), an investor of CCC Co-Investment, entered into a letter agreement (the “Lachesis Letter Agreement”). Pursuant to and subject to the terms and conditions of the Lachesis Letter Agreement, among other things, if (i) the merger agreement is executed prior to or on June 30, 2021, but is terminated thereafter, (ii) the merger agreement has not been executed by June 30, 2021, or (iii) the closing of the Proposed Transaction has not occurred by June 30, 2021, Lachesis would be permitted to withdraw from CCC Co-Investment and, upon such withdrawal, Lachesis would be entitled to receive such number of Ordinary Shares as is equal to the product obtained by dividing (x) the amount of Lachesis’ capital contribution related to funding the acquisition of the Ordinary Shares by (y) US$120.00, if such distribution is permitted under the Consortium Agreement and other agreements among members of the Buyer Consortium with respect to the Proposed Transaction.

On September 25, 2020, Kirkland & Ellis sent to Davis Polk a revised draft of the merger agreement. On September 28, 2020, Kirkland & Ellis and Davis Polk had a discussion to clarify certain points in the draft merger agreement. Kirkland & Ellis also indicated to Davis Polk that the respective purchasers of the PWM Sale Shares and the Additional Parfield Sale Shares intended to provide equity commitments in favor of Parent at the closing of the merger, if the sales with respect to such shares failed to close prior to the closing of the merger.

On September 29, 2020, Kirkland & Ellis, on behalf of the members of the Buyer Consortium, Biomedical Treasure, Biomedical Future and Biomedical Development, contacted Davis Polk to request another waiver (the “Sixth Waiver”) from the Company under the PWM IRA, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other things, the entry into, and performance obligations under, the Additional PWM SPAs, the Additional Parfield SPA, the Additional Centurium SPA and the Management Adherence Deed.

On September 30, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. At the meeting, representatives of Davis Polk reviewed with the Special Committees the material issues contained in the revised draft of the merger agreement received on September 25, 2020, including, among other things: (i) the covenant of the Company to provide evidence that its onshore available RMB cash as at the proposed closing of the merger would not be less than a minimum amount within certain period of time prior to such closing (in addition to the Company’s covenant relating to its offshore available U.S. dollar cash), and the related adjustment to the termination fee payable by Parent to zero if Parent’s failure to close the merger was solely due to the Company’s offshore available cash or onshore available cash as at the closing of the merger being less than their respective required minimum amounts; (ii) the absence of a “majority of the minority vote” requirement as a closing condition; (iii) the closing condition requiring the maximum percentage of dissenting shares not to exceed 5%; (iv) the removal of the Parent termination fee trigger in the event that the merger would fail to close by the end date of the merger agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to any action or inaction of any member of the Buyer Consortium; and (v) the request that the Company termination fee and the Parent termination fee each be based on the total equity value of the Company excluding the value of the rollover securities, with the percentages remaining at 2% and 4.5% respectively. The Special Committee discussed and decided to accept the Company’s covenant regarding the minimum amount of onshore available cash and the Buyer Consortium’s proposal relating to the termination fee amounts, while insisting on the Special Committee’s prior positions on the rest of the key issues.

On October 3, 2020, Davis Polk sent to Kirkland & Ellis a revised draft of the merger agreement reflecting the Special Committee’s positions formulated in the September 30 meeting. During the month of October 2020, Kirkland & Ellis and Davis Pork further exchanged drafts of the merger agreement.

On October 10, 2020, members of the Special Committee discussed the PWM IRA Assignment Agreements with Davis Polk through email correspondences and approved the PWM IRA Assignment Agreements.

On October 14, 2020, Mr. Chow entered into a confidentiality agreement with the Company with respect to the Proposed Transaction in substantially the same form as the Confidentiality Agreements entered into by and between the Company and each of Beachhead, PWM, Parfield, CCCP IV, HH Sum and V-Sciences (references hereinafter to “Confidentiality Agreements” shall include such confidentiality agreement between the Company and Mr. Chow).

On October 21, 2020, Kirkland & Ellis circulated to Davis Polk the initial draft forms of the Equity Commitment Letter and the Limited Guarantee to be executed and delivered by certain members of the Buyer Consortium or their respective affiliates in connection with the Proposed Transaction.

On October 22, 2020, members of the Special Committee and representatives of Davis Polk had a discussion on the transaction process, and at the direction of the Special Committee, Davis Polk sent an email to Kirkland & Ellis noting the Special Committee’s request that the Buyer Consortium make substantive progress as soon as practicable to resolve the outstanding items relating to the Proposed Transaction and finalize the merger agreement and other transaction documents in an efficient manner.

Between October 24, 2020 and November 6, 2020, Davis Polk and Kirkland & Ellis exchanged comments on the draft forms of the Equity Commitment Letter and the Limited Guarantee.

On October 26, 2020, the Company granted the Sixth Waiver to the members of the Buyer Consortium, Biomedical Treasure, Biomedical Future and Biomedical Development.

On the same day, in connection with the transactions contemplated by the Additional PWM SPAs, Cross Mark Limited, a substantial shareholder of PWM, executed and delivered voting undertakings to PWM (each an “Additional PWM Sales Voting Undertaking” and collectively, the “Additional PWM Sales Voting Undertakings”), pursuant to and subject to the terms and conditions of which, Cross Mark Limited agreed to, among other things, at any extraordinary general meeting of shareholders of PWM and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of PWM is sought, exercise all of its voting rights attaching to the ordinary shares held by it in PWM to (a) approve the transactions contemplated by the respective Additional PWM SPAs; and (b) vote in consistency with the recommendations of the board of directors of PWM with respect to PWM’s obligations under the respective PWM Letter Agreements and any other agreements or documents in connection therewith. In addition, on the same day, Cross Mark Limited also executed and delivered a voting undertaking to PWM (the “Cross Mark Merger Voting Undertaking” and together with the Additional PWM Sales Voting Undertakings, the “Cross Mark Voting Undertakings”) pursuant to and subject to the terms and conditions of which, Cross Mark Limited agreed to, among other things, at any extraordinary general meeting of shareholders of PWM and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of PWM is sought, exercise all of its voting rights attaching to the ordinary shares held by it in PWM to (a) approve and enable PWM to vote the Ordinary Shares and other equity securities of the Company held by PWM in favor of the approval of the merger agreement and the transactions contemplated thereby, including the Proposed Transaction; and (b) vote in consistency with the recommendations of the board of directors of PWM with respect to its obligation of sharing a portion of the costs and expenses incurred by the Buyer Consortium (including any termination fee payable to the Company pursuant to the merger agreement) or any other arrangements in connection with the Proposed Transaction as agreed by PWM and such other parties.

On October 26, 2020, in connection with the transactions contemplated by the Additional PWM SPAs, Additional Centurium SPA and Additional Parfield SPA and in consideration for the Cross Mark Voting Undertakings, Centurium and PWM granted an irrevocable written consent (the “Material Initial Consortium Member Consent”) pursuant to the Consortium Agreement (including, but not limited to, Section 4.4(a) and Section 4.7 thereof) for the purposes of permitting, among other things, the entry into, and the transactions contemplated by, the Additional PWM SPAs, the Additional Centurium SPA, the Additional Parfield SPA and the Management Adherence Deed by the relevant parties thereto, and the performance by them of their respective obligations thereunder.

Following the receipt of the Sixth Waiver and the Material Initial Consortium Member Consent, on October 26, 2020, Biomedical Treasure, Biomedical Future and Biomedical Development executed the Management Adherence Deed in accordance with the Consortium Agreement, pursuant to which each of Biomedical Treasure, Biomedical Future and Biomedical Development became a party to the Consortium Agreement and agreed to, among other things, perform and comply with each of the obligations of an Initial Consortium Member as if it were an Initial Consortium Member.

On October 26, 2020, the relevant parties entered into the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA.

On the same day, in connection with the transactions contemplated by the applicable Additional PWM SPAs, the Company and PWM entered into a PWM IRA Assignment Agreement with each of Biomedical Treasure and Biomedical Future, respectively. Pursuant to the PWM IRA Assignment Agreements, among other things, PWM agreed to, subject to and with effect from the closing of the transactions contemplated by the applicable Additional PWM SPA, assign all of its rights, obligations and covenants with respect to and in connection with the applicable Additional PWM Sale Shares under the PWM IRA (as amended by the applicable PWM IRA Assignment Agreement) to Biomedical Treasure and Biomedical Future, respectively, except that the rights of PWM in connection with board representation in the Company will only be assigned to Biomedical Treasure pursuant to the applicable PWM IRA Assignment Agreement.

Concurrently with the execution and delivery of the Additional PWM SPAs, PWM entered into a PWM Letter Agreement with each of Biomedical Treasure, 2019B Cayman and Biomedical Future and certain other parties, pursuant to which, the parties thereto agreed, subject to the terms and conditions thereof, among other things, that: (i) PWM shall not contribute the Additional PWM Sale Shares to Parent or its affiliates in connection with the Proposed Transaction during such period from the date of the relevant PWM Letter Agreement and until the occurrence of any of the following events (whichever is the earliest): (x) the closing of the transactions contemplated by the corresponding Additional PWM SPA, or the valid termination of the corresponding Additional PWM SPA; (y) the closing of the Proposed Transaction and (z) the execution of the merger agreement (or any amendment to or restatement of the merger agreement) which provides that the per share merger consideration is less than US$120.00; (ii) in the event that the closing of the Proposed Transaction takes place before the closing of the transactions contemplated by the corresponding Additional PWM SPA, each Additional PWM Sale Share shall be cancelled and converted into the right to receive the applicable cash payment pursuant to the terms of the merger agreement unless the corresponding Additional PWM SPA is validly terminated or the executed merger agreement (including any amendment, supplement or restatement thereof) provides that the Per Share Merger Consideration is less than US$120.00; (iii) PWM shall bear the agreed portion of the out-of-pocket costs and expenses incurred and accrued by the Buyer Consortium in connection with the Proposed Transaction prior to the closing of the transactions contemplated by the corresponding Additional PWM SPA; and (iv) if the corresponding Additional PWM SPA is terminated pursuant to its terms (except where such termination is caused by a breach by Biomedical Treasure, 2019B Cayman or Biomedical Future (or, as applicable, their respective corresponding investors)), PWM shall pay Biomedical Treasure, 2019B Cayman or Biomedical Future (or, as applicable, their respective corresponding investors) the relevant portion (which corresponds to the Additional PWM Sale Shares being purchased by such person) of any amount paid or payable by such person (or, as applicable, their respective corresponding investors) under the applicable Limited Guarantee guaranteeing the payment of a portion of the termination fee and certain other amounts payable to the Company by Parent as contemplated by the merger agreement.

Concurrently with the execution and delivery of the Additional Parfield SPA, Parfield entered into the Parfield Letter Agreement with 2019B Cayman, pursuant to which, the parties thereto agreed, subject to the terms and conditions thereof, among other things, that: (i) Parfield shall not contribute the Additional Parfield Sale Shares to Parent or its affiliates in the Proposed Transaction during the period from the date of the Parfield Letter Agreement until the occurrence of any of the following events (whichever is the earliest): (x) the closing of the transactions contemplated by the Additional Parfield SPA, or the valid termination of the Additional Parfield SPA; (y) the closing of the Proposed Transaction and (z) the execution of the merger agreement (including any amendment, supplement or restatement thereof) which provides that the Per Share Merger Consideration is less than US$120.00; (ii) in the event that the closing of the Proposed Transaction takes place before the closing of the transactions contemplated by the Additional Parfield SPA, each Additional Parfield Sale Share shall be cancelled and converted into the right to receive the applicable cash payment pursuant to the terms of the merger agreement unless the Additional Parfield SPA is validly terminated or the executed merger agreement (including any amendment, supplement or restatement thereof) provides that the Per Share Merger Consideration is less than US$120.00; (iii) in the event of (x) the valid termination of the Additional Parfield SPA or (y) the executed merger agreement (including any amendment, supplement or restatement thereof) provides that the Per Share Merger Consideration is less than US$120.00 and Parfield proposes, within three months thereafter, to transfer any Ordinary Shares held by it to Biomedical Treasure, Biomedical Future or an party who to the knowledge of Parfield is an affiliate of Biomedical Treasure or Biomedical Future, Parfield shall provide 2019B Cayman a right of first refusal to purchase such Ordinary Shares (but not exceeding 300,000 Ordinary Shares) on the same terms and conditions; (iv) Parfield shall bear the agreed portion of the out-of-pocket costs and expenses under the Consortium Agreement incurred and accrued by the Buyer Consortium in connection with the Proposed Transaction; and (v) if the closing of the transactions contemplated by the Additional Parfield SPA shall have occurred, 2019B Cayman will pay Parfield and/or its applicable affiliates the relevant portion (which corresponds to the Additional Parfield Sale Shares) of any amount paid or payable by such person under its Limited Guarantee guaranteeing the payment of a portion of the termination fee and certain other amounts payable to the Company by Parent as contemplated by the merger agreement.

On October 26, 2020, each of Double Double and Point Forward entered in to the PWM SPA Amendment No. 3 with PWM, pursuant to which each of Double Double and Point Forward paid to PWM on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of the PWM Sale Shares purchased by it under the PWM SPA, the post-closing price adjustment provisions of the PWM SPA were deleted in their entirety, and the PWM SPA Amendments No. 3 provided that Double Double and Point Forward and their affiliates shall have no obligations or liabilities under such provisions.

On October 26, 2020, Point Forward entered in to the Parfield SPA Amendment No. 2 with Parfield and Amplewood, pursuant to which Point Forward paid to Parfield and Amplewood on October 27, 2020 an additional amount equal to the product of (a) US$19.00, multiplied by (b) the number of Parfield Sale Shares purchased by it pursuant to the terms and conditions of the Parfield SPA and the Parfield Assignment Agreement, the post-closing price adjustment provisions of the Parfield SPA were deleted in their entirety, and the Parfield SPA Amendment No. 2 provided that Point Forward and its affiliates shall have no obligations or liabilities under such provisions.

On October 28, 2020 and October 29, 2020, each of Centurium, PWM, CCCP IV, Parfield, HH Sum and Mr. Chow, and/or its or his other reporting persons, separately filed an amendment to Schedule 13D to report, among other things, the admission of each of Biomedical Treasure, Biomedical Future and Biomedical Development to the Buyer Consortium as an Initial Consortium Member, and the entry into the Additional PWM SPAs, the Additional Centurium SPA and the Additional Parfield SPA, the PWM SPA Amendments No. 3 and/or the Parfield SPA Amendment No. 2 (as applicable).

On October 31, 2020, Kirkland & Ellis sent to Davis Polk comments with respect to certain key commercial issues under the draft merger agreement. Later that day, Kirkland & Ellis sent to Davis Polk (i) an initial draft of the Support Agreement to be executed and delivered by and among Parent, holders of rollover securities and certain other parties named therein, (ii) an initial draft of the PWM Merger Voting Undertaking to be issued by PWM in favor of Parent in connection with the Proposed Transaction and (iii) a revised draft of the merger agreement reflecting the Buyer Consortium’s position on the key commercial issues communicated with Davis Polk earlier that day and certain other matters.

On November 2, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. At the meeting, representatives of Davis Polk provided the Special Committee with an update of the latest negotiations of the merger agreement and ancillary transaction documents with Kirkland & Ellis. Representatives of Davis Polk then reviewed with the Special Committees the remaining outstanding material issues in the merger agreement, including (i) the absence of the “majority of the minority vote” requirement as a closing condition, (ii) the closing condition requiring that the maximum percentage of dissenting shares not exceed 6.5%, and (iii) the absence of the Parent termination fee trigger in the event that the merger would fail to close by the end date of the merger agreement as a result of applicable regulatory requirements having not been satisfied (or an order being issued) due to any action or inaction of any member of the Buyer Consortium. After discussions, the Special Committee decided to (i) request that the percentage threshold of maximum dissenting shares be increased to 10%, (ii) drop the request for the “majority of the minority vote” closing condition, and (iii) accept the Buyer Consortium’s position with respect to the Parent termination fee trigger. In deciding to drop the “majority of the minority vote” closing condition, the Special Committee considered that such vote was neither required under Cayman Islands laws nor the prevailing market practice for going private transactions involving companies organized under the laws of the Cayman Islands and that the Special Committee had obtained a number of favorable terms in the merger agreement that protected the unaffiliated shareholders, such as the ability of the Board and the Special Committee to change their recommendation to approve the merger under certain circumstances and the ability of the Company to terminate the merger agreement in connection with a superior proposal (subject to compliance with the terms and conditions of the merger agreement). The Special Committee instructed Davis Polk to revise the merger agreement to reflect the Special Committee’s positions on these material issues and to resolve other outstanding points with Kirkland & Ellis.

On the same day, Davis Polk sent to Kirkland & Ellis a revised draft of the merger agreement and comments on the PWM Merger Voting Undertaking.

Between November 4, 2020 and November 9, 2020, Davis Polk and Kirkland & Ellis exchanged drafts of the merger agreement, the Support Agreement, the Equity Commitment Letters, the Limited Guarantees and the A&R Consortium Agreement and negotiated the remaining outstanding issues in these transaction documents. Among other things, the Company, pursuant to the instructions of the Special Committee, and the Buyer Consortium agreed that, with respect to the closing condition regarding the maximum percentage of dissenting shares, the threshold would be 8%.

On November 9, 2020, Kirkland & Ellis, on behalf of the members of the Buyer Consortium, contacted Davis Polk to request another waiver (the “Seventh Waiver”) from the Company under the PWM IRA, the Rights Agreement and the applicable Confidentiality Agreements with respect to, among other things, the entry into, and the performance of obligations under, the merger agreement, the A&R Consortium Agreement, the Support Agreement, the PWM Merger Voting Undertaking, the Limited Guarantees, the Equity Commitment Letters and the Debt Commitment Letter.

On November 13, 2020, Merger Sub entered into the Debt Commitment Letter with Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行).

In the morning of November 19, 2020, the Special Committee held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. During the meeting, representatives of Duff & Phelps made a presentation on its valuation analyses of the Company, which were based, among other things, on the Company Projections as described below under “Special Factors—Certain Financial Projections” beginning on page 50. Duff & Phelps then orally delivered its opinion that, as of the date of such opinion and subject to the limitations and assumptions set forth in its written opinion, the merger consideration of US$120.00 per share to be paid to the holders of the Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) pursuant to the merger agreement is fair from a financial point of view to such holders. Duff & Phelps’ written fairness opinion was delivered to the Special Committee later on the same day. Representatives of Davis Polk then reviewed with the Special Committee the key terms of the merger agreement and the other transaction documents and provided an overview and summary of the transactions contemplated thereby, including (i) the merger consideration, (ii) the Buyer Consortium’s financing arrangements, (iii) the treatment of options, restricted share awards and restricted share units, (iv) the shareholder approval requirement, (v) the “no-shop” provisions and the “fiduciary out”, (vi) the closing conditions and the closing mechanics, and (vii) the circumstances under which the parties would have the right to terminate the merger agreement and the associated termination fees and expenses payable upon termination. After consideration and discussion of the Proposed Transaction, the terms of the merger agreement and the other transaction documents, the presentation by Duff &Phelps, including the receipt of Duff &Phelps’ fairness opinion, and the other substantive and procedural factors described below under the caption “Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 40, the Special Committee unanimously (i) determined that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interest of the Company and its shareholders (other than the holders of Excluded Shares), (ii) declared it advisable for the Company to enter into the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (iii) recommended that the Board authorize and approve the execution, delivery and performance by the Company of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger.

Later in the morning of November 19, 2020, the Board held a telephonic meeting with representatives of Duff & Phelps and Davis Polk. Each of Mr. David Hui Li, Mr. Chow and Ms. Yue’e Zhang disclosed their respective interests relating to the Proposed Transaction at such meeting. Thereafter, the Special Committee presented its recommendations to the Board, and representatives of Davis Polk reviewed with the Board the key terms of the merger agreement and the other transaction documents. After consideration and discussion of the proposed terms of the merger agreement and the other transaction agreements, the presentations of the Special Committee and Davis Polk, the fact that Duff & Phelps had delivered its fairness opinion to the Special Committee, and taking into account, among other things, the other factors described below under the caption “Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 40, the Board (i) determined that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable for the Company to enter into the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement, the plan of merger and the consummation of the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (iii) resolved to direct that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, be submitted to the shareholders of the Company for authorization and approval, with the recommendation of the Board that the shareholders of the Company authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger.

After the Board meeting, in the evening of November 19, 2020, the Company granted the Seventh Waiver to the members of the Buyer Consortium, and the Company, Parent and Merger Sub executed the merger agreement.

Concurrently with the execution of the merger agreement, (i) each of Biomedical Treasure, Biomedical Future and CCC Co-Investment executed and delivered to Parent an Equity Commitment Letter, (ii) each of CCP 2018, CCCI 2018, CCM CB I, Biomedical Treasure, Biomedical Future, Biomedical Development, CCCP IV, CCC Co-Investment, Hillhouse Capital Investments Fund IV, L.P., V-Sciences and Marc Chan executed and delivered to the Company a Limited Guarantee, (iii) the Rollover Securityholders, Parent and certain other parties entered into the Support Agreement, (iv) Beachhead, Point Forward, Double Double, PWM, Parfield, CCCP IV, 2019B Cayman, HH Sum, V-Sciences, Mr. Chow and certain other parties entered into the A&R Consortium Agreement, and (v) PWM executed and delivered to Parent the PWM Merger Voting Undertaking.

Shortly thereafter on November 19, 2020, the Company issued a press release announcing the execution of the merger agreement.

Double Double completed the first closing of the sale of 416,667 Ordinary Shares and the second closing of the sale of 358,333 Ordinary Shares to Biomedical Development pursuant to the terms and conditions of the Additional Centurium SPA on December 28, 2020 and January 5, 2021, respectively.

On December 30, 2020, PWM completed the sale of 910,167 Ordinary Shares and 660,833 Ordinary Shares to 2019B Cayman and Biomedical Future, respectively, pursuant to the terms and conditions of the applicable Additional PWM SPAs.

On December 30, 2020, Parfield completed the sale of 300,000 Ordinary Shares to 2019B Cayman pursuant to the terms and conditions of the Additional Parfield SPA.

On January 6, 2021, PWM completed the sale of 3,750,000 Ordinary Shares to Biomedical Treasure pursuant to the terms and conditions of the applicable Additional PWM SPA. 

On January 7, 2021, JPMCB released the security interest over all the remaining 2,137,696 Ordinary Shares held by Parfield.

Reasons for the Merger and Recommendation of the Special Committee and the Board

At a meeting on November 19, 2020, the Special Committee, after consultation with its financial advisor and legal counsel, unanimously (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), (b) declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (c) recommended that the Board authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger.

At a meeting on November 19, 2020, the Board, acting upon the unanimous recommendation of the Special Committee, and after each director duly disclosed his or her interests in the transactions contemplated by the merger agreement, including the merger, as required by the memorandum and articles of associations of the Company as amended to date and the Cayman Islands Companies Act, (a) determined that the merger agreement and the plan of merger are fair to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable to enter into the merger agreement and the plan of merger, and to consummate the transactions contemplated by the merger agreement and the plan of merger, including the merger, (b) authorized and approved the execution, delivery and performance of the merger agreement and the plan of merger and the consummation of the transactions contemplated by the merger agreement and the plan of merger, including the merger, and (c) resolved to direct that the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following substantive factors and potential benefits of the merger, which are not listed in any relative order of importance:

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the merger is procedurally fair to the unaffiliated shareholders and to permit the Special Committee and the Board to represent effectively the interests of such shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

The Special Committee and the Board noted that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plan of merger, including the merger, are not subject to approval by a majority of the unaffiliated shareholders and the number of Ordinary Shares committed to voting in favor of these matters appears to assure that such approval will be obtained. Nevertheless, the Special Committee and the Board believed the merger is procedurally fair to the unaffiliated shareholders because, among other things, (i) the “majority of the minority vote” is neither required under Cayman Islands laws nor the prevailing market practice for going private transactions involving companies organized under the laws of the Cayman Islands, even in the cases where the buyer holds a controlling stake sufficient to approve the transaction, and (ii) various safeguards and protective terms as summarized above have been adopted to ensure the procedural fairness of the merger, which in their entirety outweighed the absence of the “majority of the minority vote”.

The Special Committee and the Board also considered a variety of potentially other negative factors concerning the merger agreement and the merger, including the following, which are not listed in any relative order of importance:

The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes the material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously recommended that the Board authorize and approve, and the Board authorized and approved, the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the merger to the Company’s shareholders, including the unaffiliated shareholders, and its decision to recommend the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated thereby, including the merger, the Special Committee considered the opinion and related financial analyses presented by Duff & Phelps, among other factors. These analyses included discounted cash flow analysis and selected public companies/M&A transactions analysis. All of the material analyses as presented to the Special Committee on November 19, 2020 are summarized below under the caption “Opinion of the Special Committee’s Financial Advisor” beginning on page 53. The Special Committee expressly adopted these analyses and the opinion of Duff & Phelps, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the merger agreement, including the merger.

Neither the Special Committee nor the Board considered the liquidation value of the Company’s assets because each considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going-concern value. Each of the Special Committee and the Board also considered the historical market prices of the Ordinary Shares as described under the caption “Market Price of the Ordinary Shares, Dividends and Other Matters—Market Price of the Ordinary Shares” beginning on page 91. Neither the Special Committee nor the Board, however, considered the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the shareholders of the Company, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern, as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in the Company’s industry. The Company is not aware of any firm offers made by any unaffiliated person, other than the Buyer Consortium, during the past two years for (a) the merger or consolidation of the Company with or into another company, (b) the sale of all or a substantial part of the Company’s assets or (c) the purchase of the Company’s voting securities that would enable the holder to exercise control over the Company.

In reaching its determination that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its shareholders, including the unaffiliated shareholders and its decision to authorize and approve, and recommend the authorization and approval by the shareholders of, the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, the Board, on behalf of the Company, considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under the caption “Special Factors—Background of the merger,” and adopted such recommendations and analysis. During its consideration of the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Board was also aware that some of the Company’s directors and shareholders have interests with respect to the merger that are, or may be, different from, and/or in addition to those of the Company’s unaffiliated shareholders generally, as described under the caption “Special Factors—Interests of Certain Persons in the Merger” beginning on page 80.

Except as discussed in “Special Factors—Background of the Merger,” “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board,” and “Special Factors—Opinion of the Special Committee’s Financial Advisor,” no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of unaffiliated shareholders for purposes of negotiating the terms of the transactions contemplated by the merger agreement and/or preparing a report concerning the fairness of the transactions contemplated by the merger agreement.

For the foregoing reasons, each of the Special Committee and the Board believes that the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, are substantively and procedurally fair to, and in the best interests of, the Company and its shareholders, including the unaffiliated shareholders.

Position of the Buyer Consortium Filing Persons as to the Fairness of the Merger

Under SEC rules governing “going private” transactions, each Buyer Consortium Filing Person is required to express its belief as to the fairness of the merger to the unaffiliated shareholders. The views of any Buyer Consortium Filing Person as to the fairness of the merger are not intended to be and should not be construed as a recommendation to any shareholder of the Company as to how that shareholder should vote on the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. The Buyer Consortium Filing Persons have interests in the merger that are different from, and/or in addition to, those of the other shareholders of the Company by virtue of their continuing interests (or potential continuing interests) in the surviving company after the completion of the merger. These interests are described under “—Interests of Certain Persons in the Merger—Interests of the Buyer Consortium” beginning on page 81.

The Buyer Consortium Filing Persons believe that the interests of the unaffiliated shareholders of the Company were represented by the Special Committee, which negotiated the terms and conditions of the merger agreement with the assistance of its independent legal and financial advisors. The Buyer Consortium Filing Persons attempted to negotiate a transaction that would be most favorable to them, and not to the unaffiliated shareholders of the Company and, accordingly, did not negotiate the merger agreement with a goal of obtaining terms that were substantively or procedurally fair to the unaffiliated shareholders of the Company. None of the Buyer Consortium Filing Persons or their respective affiliates participated in the deliberations of the Special Committee regarding, nor received any advice from the Special Committee’s independent legal or financial advisor as to, the fairness of the merger to the unaffiliated shareholders of the Company.

Furthermore, none of the Buyer Consortium Filing Persons or their respective affiliates engaged a financial advisor for the purpose of performing an independent valuation or other analysis to assist them in assessing the fairness of the merger to the unaffiliated shareholders, nor did any of them receive any analysis or opinion with respect to the fairness of the merger consideration of US$120.00 per Ordinary Share to the unaffiliated shareholders.

Based on their knowledge and analysis of available information regarding the Company, discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Board discussed under “—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 40, and based on the following factors, which are not listed in any relative order of importance, the Buyer Consortium Filing Persons believe that the merger is fair to the unaffiliated shareholders:

The Buyer Consortium Filing Persons’ consideration of the factors described above reflects its assessment of the fairness of the merger consideration of US$120.00 per Ordinary Share, without interest and net of any withholding taxes, payable in the merger to the unaffiliated shareholders of the Company in relation to the going-concern value of the Company on a stand-alone basis. The Buyer Consortium Filing Persons did not consider the liquidation value of the Company’s assets as a factor because each Buyer Consortium Filing Person considers the Company to be a viable going-concern business where value is derived from cash flows generated from its continuing operations. The Buyer Consortium Filing Persons view the trading history of the Ordinary Shares as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the merger.

The Buyer Consortium Filing Persons did not consider the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the Company’s shareholders, as a factor. The Buyer Consortium Filing Persons do not believe that net book value is a material indicator of the value of the Company as a going-concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with other companies in that industry. The Buyer Consortium Filing Persons note, however, that the merger consideration of US$120.00 per Ordinary Share is substantially higher than the Company’s net book value per Ordinary Share of US$48.18 as of June 30, 2020 (based on the number of issued and outstanding Ordinary Shares as of that date).

While the Buyer Consortium Filing Persons considered the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters, the Buyer Consortium Filing Persons did not calculate a pre-merger going-concern value of the Company as a public company because the Company will have a different shareholding structure following the completion of the merger; as a result, the Buyer Consortium Filing Persons do not believe that the going-concern value of the Company is an appropriate indicator to determine the fairness of the merger to the unaffiliated shareholders. However, to the extent the pre-merger going-concern value was reflected in the pre-announcement public market trading price of the Ordinary Shares, the merger consideration of US$120.00 per Ordinary Share represents a significant premium to the going-concern value of the Company.

The Buyer Consortium Filing Persons did not perform or receive any independent reports, opinions or appraisals from any third party related to the merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the merger to the unaffiliated shareholders.

The Buyer Consortium Filing Persons believe that the merger is also procedurally fair to the unaffiliated shareholders based on the following factors, which are not listed in any relative order of importance:

The foregoing is a summary of the information and factors considered and given weight by the Buyer Consortium Filing Persons in connection with their evaluation of the fairness of the merger to the unaffiliated shareholders, which is not intended to be exhaustive, but is believed by the Buyer Consortium Filing Persons to include all material factors considered by them. The Buyer Consortium Filing Persons did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the merger to the unaffiliated shareholders. Rather, its fairness determination was made after consideration of all of the foregoing factors as a whole.