UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2017

 

Commission File Number 001-34566

 

 

 

China Biologic Products Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

18th Floor, Jialong International Building, 19 Chaoyang Park Road

Chaoyang District, Beijing 100125

People’s Republic of China

(+86) 10-6598-3111

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨  

 

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨  

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
Date: December 29, 2017   By: /s/ David (Xiaoying) Gao
        Name: David (Xiaoying) Gao
        Title: Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1   Amendment No. 1 to the Share Exchange Agreement, dated as of December 29, 2017, by and between the Company and PW Medtech Group Limited
     

 

 

 

 

Exhibit 99.1

 

AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT

 

THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of December 29, 2017 (this “ Amendment ”), is entered into by and between China Biologic Products Holdings, Inc., a Cayman Islands exempted company (“ CBPO ”), and PW Medtech Group Limited, a Cayman Islands exempted company (“ PWM ”). CBPO and PWM are referred to in this Amendment collectively as the “ Parties ” and individually as a “ Party .”

 

RECITALS

 

WHEREAS, the Parties have entered into the Share Exchange Agreement, dated as of October 12, 2017 (the “ Share Exchange Agreement ”);

 

WHEREAS, the PWM Shareholder Approval was obtained on December 1, 2017; and

 

WHEREAS, the Parties desire to amend the Share Exchange Agreement pursuant to Section 9.04 thereof.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Share Exchange Agreement and this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Section 1.                 Defined Terms . Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them under the Share Exchange Agreement.

 

Section 2.                 Amendment to Termination Date . Section 8.01(d) of the Share Exchange Agreement is hereby amended and restated in its entirety to read as follows:

 

“(d) by either CBPO by written notice to PWM or by PWM by written notice to CBPO, in the event that the Closing shall not have occurred on or before January 31, 2018 (the “ Termination Date ”);”

 

Section 3.                 Amendment to Agreed Closing Amount . The definition of the “Agreed Closing Amount” is hereby amended and restated in its entirety to read as follows:

 

““ Agreed Closing Amount ” means (i) RMB570 million, if the Closing occurs prior to or on November 30, 2017; or (ii) RMB580 million, if the Closing occurs on a date between December 1, 2017 (inclusive) and January 31, 2018 (inclusive).”

 

 

 

 

Section 4.                 Entire Agreement . This Amendment, the Share Exchange Agreement, the Confidentiality Agreement and the Investor Rights Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Amendment and supersede all prior agreements and understandings, both oral and written, between the Parties and/or their Affiliates with respect to the subject matter of this Amendment. For the avoidance of doubt, except as amended pursuant to this Amendment, the Share Exchange Agreement shall remain in full force and effect.

 

Section 5.                 Miscellaneous Terms . The provisions in Article IX (Miscellaneous) of the Share Exchange Agreement shall apply to this Amendment as if set forth herein, with references therein to “Agreement” being replaced with references to “Amendment”.

 

[ Remainder of Page Intentionally Left Blank ]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

 

 

CHINA BIOLOGIC PRODUCTS

HOLDINGS, INC.

   
   
  By: /s/ David (Xiaoying) Gao
    Name: David (Xiaoying) Gao
    Title:   Chairman and Chief Executive Officer

 

 

 

 

 

   
   
  PW MEDTECH GROUP LIMITED
   
   
  By: /s/ Jiang Liwei
    Name: JIANG Liwei
    Title:   Chief Executive Officer/Director